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DEXUS — Annual Report 2015
Aug 11, 2015
64807_rns_2015-08-11_522c4ba1-572a-4672-ad46-edc04d875723.pdf
Annual Report
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Results for announcement to the market
DEXUS Property Group ARSN 089 324 541
Financial reporting for the year ended 30 June 2015
| DEXUS Diversified Trust1 | |||
|---|---|---|---|
| 30 June 2015 | 30 June 2014 | % | |
| \$m | \$m | Change | |
| Revenue from ordinary activities | 858.9 | 699.8 | 22.7% |
| Net profit attributable to security holders after tax | 618.7 | 406.6 | 52.2% |
| Funds from operations (FFO)2 | 544.5 | 446.6 | 21.9% |
| Distribution to security holders | 385.6 | 315.4 | 22.3% |
| CPS | CPS | ||
| Funds from operations per security2,3 | 59.5 | 54.4 | 9.3% |
| Distributions per security for the period ending: | |||
| 31 December 2014 | 19.68 | 18.42 | 6.8% |
| 30 June 2015 | 21.36 | 19.14 | 11.6% |
| Total distributions3,4 | 41.04 | 37.56 | 9.3% |
| Payout ratio (distributions as a % of FFO) | 69.0% | 69.0% | - |
| Basic and diluted earnings per security | 67.58 | 49.57 | 36.3% |
| Franked distribution amount per security | - | - | - |
| \$m | \$m | ||
| Total assets | 10,090.0 | 9,750.9 | 3.5% |
| Total borrowings | 2,774.0 | 2,931.6 | -5.4% |
| Security holders equity | 6,777.3 | 6,053.3 | 12.0% |
| Market capitalisation | 7,086.9 | 6,030.8 | 17.5% |
| \$ per security | \$ per security | ||
| Net tangible assets3 | 6.68 | 6.36 | 5.0% |
| Securities price3 | 7.30 | 6.66 | 9.6% |
| Securities on issue3 | 970,806,349 | 905,531,797 | |
| Record date | 30 Jun 2015 | 30 Jun 2014 | |
| Payment date | 31 Aug 2015 | 29 Aug 2014 |

Results for announcement to the market
Results commentary
Refer to the attached ASX release for a commentary on the results of DEXUS Property Group.
Details of joint ventures and associates
| Ownership Interest | Share of net profit after tax | |||
|---|---|---|---|---|
| 30 June 2015 | 30 June 2014 | 12 months ended 30 June 2015 |
12 months ended 30 June 2014 |
|
| Name of entity | % | % | \$m | \$m |
| Bent Street Trust | 33.3 | 33.3 | 29.2 | 13.7 |
| DEXUS Creek Street Trust | 50.0 | 50.0 | 1.7 | 7.3 |
| DEXUS Martin Place Trust | 50.0 | 50.0 | 13.4 | 5.1 |
| Grosvenor Place Holding Trust | 50.0 | 50.0 | 14.7 | 18.2 |
| Site 6 Homebush Bay Trust | 50.0 | 50.0 | 2.5 | 2.7 |
| Site 7 Homebush Bay Trust | 50.0 | 50.0 | 2.8 | 3.7 |
| DEXUS 480 Q Holding Trust | 50.0 | 50.0 | 7.0 | 3.3 |
| DEXUS Kings Square Trust | 50.0 | 50.0 | 2.4 | 13.5 |
| DEXUS Office Trust Australia | 50.0 | 50.0 | 182.6 | (9.0) |
| DEXUS Industrial Trust Australia | 50.0 | 50.0 | (4.2) | (0.2) |
| DEXUS Eagle Street Pier Trust | 50.0 | 50.0 | - | - |
Distribution Reinvestment Plan (DRP)
As announced on 13 December 2010, the DRP has been suspended until further notice. As a consequence, the DRP will not operate for this distribution payment.
-
- For the purposes of statutory reporting, the stapled entity, known as DXS, must be accounted for as a consolidated group. Accordingly, one of the stapled entities must be the "deemed acquirer" of all other entities in the group. DEXUS Diversified Trust has been chosen as the deemed acquirer of the balance of the DXS stapled entities, comprising DEXUS Industrial Trust, DEXUS Office Trust and DEXUS Operations Trust.
-
- On 1 July 2014, the Group adopted the Property Council of Australia definition of FFO. Comparative information has been adjusted to reflect this change. The Directors consider FFO to be a measure that reflects the underlying performance of the Group. FFO comprises net profit/loss after tax attributable to stapled security holders calculated in accordance with Australian Accounting Standards and adjusted for: property revaluations, impairments, derivative and FX mark to market impacts, fair value movements of interest bearing liabilities, amortisation of tenant incentives, gain/loss on sale of certain assets, straight line rent adjustments, deferred tax expense/benefit, rental guarantees, coupon income and distribution income net of funding costs.
-
- On 29 October 2014, the Group announced a one-for-six consolidation of DEXUS Property Group stapled securities. The consolidation was completed on 14 November 2014. Where the number of securities held by a security holder following the consolidation resulted in a fraction of a security, the fraction was rounded up to the nearest whole number. Comparative information has been restated to reflect the one-for-six consolidation.
-
- The distribution for the period 1 July 2014 to 30 June 2015 is the aggregate of the distributions from DEXUS Diversified Trust and DEXUS Office Trust (DEXUS Operations Trust and DEXUS Industrial Trust did not pay a distribution during the period). The Annual Tax Statement will provide details of the components of DXS's distributions.

DEXUS Property Group
(ARSN 089 324 541)
Financial Report 30 June 2015
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Contents Page
| Directors' Report1 |
|---|
| Auditor's Independence Declaration 42 |
| Consolidated Statement of Comprehensive Income 43 |
| Consolidated Statement of Financial Position 44 |
| Consolidated Statement of Changes in Equity 45 |
| Consolidated Statement of Cash Flows 46 |
| About this Report 47 |
| Notes to the Financial Statements 50 |
| Directors' Declaration 97 |
| Independent Auditor's Report 98 |
DEXUS Property Group (DXS) (ASX Code: DXS) consists of DEXUS Diversified Trust (DDF) (ARSN 089 324 541), DEXUS Industrial Trust (DIT), DEXUS Office Trust (DOT) and DEXUS Operations Trust (DXO), collectively known as DXS or the Group.
The registered office of the Group is Level 25, Australia Square, 264-278 George Street, Sydney, NSW 2000.
Under Australian Accounting Standards, DDF has been deemed the parent entity for accounting purposes. Therefore the DDF consolidated Financial Statements include all entities forming part of DXS.
All ASX and media releases, Financial Statements and other information are available on our website: www.dexus.com
The Directors of DEXUS Funds Management Limited (DXFM) as Responsible Entity of DEXUS Diversified Trust (DDF or the Trust) present their Directors' Report together with the consolidated Financial Statements for the year ended 30 June 2015. The consolidated Financial Statements represents DDF and its consolidated entities, DEXUS Property Group (DXS or the Group).
The Trust together with DEXUS Industrial Trust (DIT), DEXUS Office Trust (DOT) and DEXUS Operations Trust (DXO) form the DEXUS Property Group stapled security.
1 Directors and Secretaries
1.1 Directors
The following persons were Directors of DXFM at all times during the year and to the date of this Directors' Report, unless otherwise stated:
| Directors | Appointed |
|---|---|
| Christopher T Beare | 4 August 2004 |
| Elizabeth A Alexander, AM | 1 January 2005 |
| Penny Bingham-Hall | 10 June 2014 |
| John C Conde, AO | 29 April 2009 |
| Tonianne Dwyer | 24 August 2011 |
| Craig D Mitchell | 12 February 2013 |
| W Richard Sheppard | 1 January 2012 |
| Darren J Steinberg | 1 March 2012 |
| Peter B St George | 29 April 2009 |
1.2 Company Secretaries
The names and details of the Company Secretaries of DXFM as at 30 June 2015 are as follows:
Brett D Cameron LLB/BA (Science & Technology), GAICD Appointed: 31 October 2014
Brett is the General Counsel and Company Secretary of DEXUS Property Group companies and is responsible for the legal function, company secretarial services and compliance, risk and governance systems and practices across the Group.
Prior to joining DEXUS, Brett was Head of Legal for Macquarie Real Estate (Asia) and has held senior legal positions at Macquarie Capital Funds in Hong Kong and Minter Ellison in Sydney and Hong Kong. Brett has 19 years' experience as in-house counsel and in private practice in Australia and in Asia, where he worked on real estate structuring and operations, funds management, mergers and acquisitions, private equity and corporate finance across a number of industries.
Brett graduated from The University of New South Wales and holds a Bachelor of Laws and a Bachelor of Arts (Science and Technology) and is a member of the Law Societies of New South Wales and Hong Kong. Brett is also a graduate of the Australian Institute of Company Directors.
Scott D Mahony B Bus (Acc) MBA (e-commerce) Grad Dip (Applied Corporate Governance) AGIA, RMIA Appointed: 1 April 2014
Scott is the General Manager, Compliance, Risk and Governance and is responsible for the development, implementation and oversight of DEXUS's compliance, property & corporate risk management and corporate governance programs.
Scott joined DEXUS in October 2005 after two years with Commonwealth Bank of Australia as a Senior Compliance Manager. Prior to this, Scott worked for over 11 years for Assure Services & Technology (part of AXA Asia Pacific) where he held various management roles.
Scott graduated from Charles Sturt University with a Bachelor of Business (Accountancy), a Graduate Diploma in Business Administration and an MBA. He has completed a Graduate Diploma in Applied Corporate Governance through the Governance Institute of Australia, and is a member of both the Risk Management Institution of Australasia and the Governance Institute of Australia.
2 Attendance of Directors at Board meetings and Board Committee meetings
The number of Directors' meetings held during the year and each Director's attendance at those meetings is set out in the table below. The Directors met 11 times during the year. Ten Board meetings were main meetings and one meeting was held to consider specific business.
| Main meetings held |
Main meetings attended |
Specific meetings held |
Specific meetings attended |
|
|---|---|---|---|---|
| Christopher T Beare | 10 | 10 | 1 | 1 |
| Elizabeth A Alexander, AM | 10 | 10 | 1 | 1 |
| Penny Bingham-Hall | 10 | 10 | 1 | 1 |
| John C Conde, AO | 10 | 10 | 1 | 1 |
| Tonianne Dwyer | 10 | 10 | 1 | 1 |
| Craig D Mitchell | 10 | 10 | 1 | 1 |
| W Richard Sheppard | 10 | 10 | 1 | 1 |
| Darren J Steinberg | 10 | 10 | 1 | 1 |
| Peter B St George | 10 | 10 | 1 | 1 |
Special meetings are held at a time to enable the maximum number of Directors to attend and are generally held to consider specific items that cannot be held over to the next scheduled main meeting.
During 2014, the Group undertook a detailed review of its Board Committee structure which resulted in the implementation of a streamlined Board Committee structure from 1 September 2014.
The table below sets out the number of Board Committee meetings held during the year for the Committees in place between 1 September 2014 and 30 June 2015 and each Director's attendance at those meetings.
| Board Audit Committee |
Board Risk Committee |
Board Nomination Committee |
Board People & Remuneration Committee |
|||||
|---|---|---|---|---|---|---|---|---|
| held | attended | held | attended | held | attended | held | attended | |
| Christopher T Beare | - | - | - | - | 3 | 3 | 4 | 4 |
| Elizabeth A Alexander, AM | 3 | 3 | - | - | - | - | - | - |
| Penny Bingham-Hall | - | - | 4 | 4 | - | - | 4 | 4 |
| John C Conde, AO | - | - | - | - | 3 | 3 | 4 | 4 |
| Tonianne Dwyer | 3 | 3 | 4 | 4 | - | - | - | - |
| Craig D Mitchell | - | - | - | - | - | - | - | - |
| W Richard Sheppard | 3 | 3 | 4 | 4 | 3 | 3 | - | - |
| Darren J Steinberg | - | - | - | - | - | - | - | - |
| Peter B St George | 3 | 3 | 4 | 4 | - | - | - | - |
Craig D Mitchell and Darren J Steinberg were not members of any Board Committees during the year ended 30 June 2015.
Elizabeth A Alexander and Tonianne Dwyer were also Directors of DWPL and attended Board meetings during the year ended 30 June 2015 (refer note 22).
2 Attendance of Directors at Board meetings and Board Committee meetings (continued)
The table below sets out the number of Board Committee meetings held during the year for the Committees in place between 1 July 2014 and 31 August 2014 and each Director's attendance at those meetings.
| Board Nomination, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Board Audit, Risk & | Board | Remuneration | |||||||
| Sustainability Committee |
Compliance Committee |
& Governance Committee |
Board Finance Committee |
||||||
| held | attended | held | attended | held attended | held | attended | |||
| Christopher T Beare | 1 | 1 | - | - | 1 | 1 | 1 | 1 | |
| Elizabeth A Alexander, AM | 1 | 1 | - | - | - | - | - | - | |
| Penny Bingham-Hall | - | - | - | - | - | - | - | - | |
| John C Conde, AO | - | - | - | - | 1 | 1 | - | - | |
| Tonianne Dwyer | - | - | 1 | 1 | 1 | 1 | - | - | |
| Craig D Mitchell | - | - | - | - | - | - | - | - | |
| W Richard Sheppard | 1 | 1 | - | - | - | - | 1 | 1 | |
| Darren J Steinberg | - | - | - | - | - | - | - | - | |
| Peter B St George | - | - | - | - | - | - | 1 | 1 |
3 Remuneration report
Overview
The Remuneration Report has been prepared in accordance with the Corporations Act and relevant accounting standards. Whilst the Group is not statutorily required to prepare such a report, the Board continues to believe that the disclosure of the Group's remuneration practices is in the best interests of all security holders.
The Board believes that the Group's remuneration framework encourages Executives to perform in the best interests of security holders. Short term financial and operational objectives are approved annually for each Executive, promoting alignment between investor returns and the rewards an Executive can receive under the STI plan. In addition, the Board has determined a set of financial performance hurdles within the LTI plan which provide the Executive with a performance and retention incentive which is strongly linked to security holder returns over the longer-term.
The Board notes that the senior management team at DEXUS is small and focussed. Consequently, an understanding of the individual roles and accountabilities is relevant in making remuneration judgments compared to other organisations in the sector. In some cases, revised job titles reflect the broader accountabilities.
Below are the principal Key Management Personnel (KMP) remuneration-related changes during the year ended 30 June 2015, which were approved by the Board and prospectively disclosed in the 2014 Remuneration Report:
- Fixed remuneration for the Executive Director & Chief Executive Officer increased to \$1,500,000 (+\$100,000) effective 1 July 2014. This was the first fixed remuneration increase for Mr Steinberg since his commencement in March 2012 and was informed by market remuneration data and independent advice.
- Fixed remuneration for the Executive Director Finance & Chief Operating Officer increased to \$900,000 (+\$125,000) effective 1 July 2014. Mr Mitchell's increase was based on peer comparison within the property industry and financial services industries, noting his increased responsibilities following a reduction in the size of the senior executive team.
- The Board Chair's base fee increased to \$375,000 (+\$25,000) effective 1 July 2014, with Board Members' base fees increasing to \$160,000 (+\$10,000). This was the first increase in Directors' fees since 2010.
- Following security holder approval at the 2014 Annual General Meeting, the aggregate Directors' fee pool was increased from \$1,750,000 to \$2,200,000. The fee pool had remained unchanged since the 2008 Annual General Meeting.
Overview (continued)
The number of securities required to be held by each Director increased from 50,000 to 100,000 (this was adjusted to 16,500 post the security consolidation undertaken in October 2014). Securities are to be purchased on-market with personal funds and are to be acquired within three years of the 2014 Annual General Meeting. Newly appointed Directors need to acquire the relevant number of securities within three years of their appointment.
Remuneration-related decisions effective 1 July 2015 approved by the Board are:
- No fixed remuneration increase for the Executive Director & Chief Executive Officer.
- No fixed remuneration increase for the Executive Director Finance & Chief Operating Officer
- Modest increases for other Executives, averaging just over 2%
- Positively amending the Long Term Incentive (LTI) plan, with Adjusted Funds From Operations (AFFO) Growth replacing Funds From Operation (FFO) Growth as a performance measure to reflect management's performance in managing maintenance capital expenditure, leasing incentives, derivative close-out costs and other one-off items.
- The intent to introduce a minimum security holding requirement for Executive KMP once an appropriate vested equity position has been achieved through the Deferred STI and LTI plans which were first introduced in 2012.
This Remuneration Report has been prepared in accordance with AASB 124 Related Party Disclosures and section 300A of the Corporations Act 2001. The information provided in this Report has been audited in accordance with the provisions of section 308 (3C) of the Corporations Act 2001.
Key Management Personnel
In this report, Key Management Personnel (KMP) are those individuals having the authority and responsibility for planning, directing and controlling the activities of the Group, either directly or indirectly. They comprise:
- Non-Executive Directors
- Executive Directors
- Key Executives considered KMP under the Corporations Act 2001 (Executive KMP)
Below are the individuals determined to be KMP of the Group, classified between Non-Executive Directors, Executive Directors and Executive KMP:
Non-Executive Directors
| Non-Executive Director | Title | KMP FY14 | KMP FY15 |
|---|---|---|---|
| Christopher T Beare | Chair | | |
| Elizabeth A Alexander AM | Director | | |
| Penelope Bingham-Hall | Director | Part-year | |
| John C Conde AO | Director | | |
| Tonianne Dwyer | Director | | |
| W Richard Sheppard | Director | | |
| Peter B St George | Director | | |
| Barry R Brownjohn | Director | Part-year | - |
| Stewart F Ewen OAM | Director | Part-year | - |
Key Management Personnel (continued)
Executive Directors
| Executive Directors |
Position | KMP FY14 | KMP FY15 |
|---|---|---|---|
| Darren J Steinberg | Executive Director and Chief Executive Officer | | |
| Craig D Mitchell | Executive Director Finance and Chief Operating Officer | | |
Executive KMP
| Executive KMP | Position | KMP FY14 | KMP FY15 |
|---|---|---|---|
| Kevin L George | Executive General Manager, Office & Industrial | | |
| Ross G Du Vernet | Executive General Manager, Strategy, Transactions & Research | | |
Board People & Remuneration Committee
The objective of the Committee is to assist the Board in fulfilling its responsibilities to oversee all aspects of Director and Executive remuneration and also oversee aspects of Human Resources management. The primary accountabilities of the Committee are to review and recommend to the Board:
- CEO & Executive succession plans
- Remuneration structures, including design and operation of employee incentive plans
- CEO & Executive performance objectives, evaluation and remuneration outcomes
- Non-Executive Directors' base and committee fees
- Talent management and learning & development strategies
- Diversity principles and general people & culture practices
The Committee comprises three independent Non-Executive Directors. For the years ended 30 June 2014 and 2015 Committee members were:
| Non-Executive Director | Title | 2014 | 2015 |
|---|---|---|---|
| John C Conde AO | Committee Chair | | |
| Christopher T Beare | Committee Member | | |
| Penelope Bingham-Hall | Committee Member | - | Part-year |
| Tonianne Dwyer | Committee Member | Part-year | Part-year |
| Stewart F Ewen OAM | Committee Member | Part-year | - |
Mr Conde continued in his role as Committee Chair, drawing upon his extensive experience from a diverse range of appointments, including his role as President of the Commonwealth Remuneration Tribunal. The Committee's capabilities are further enhanced through the membership of Mr Beare and Ms Bingham-Hall, each of whom has significant management experience in the property and financial services sectors.
Following Mr Ewen's standing down from the Board in October 2013, Ms Dwyer joined the Committee for the remainder of FY14. She was subsequently replaced by Ms Bingham-Hall when the new Board Committee structure was implemented on 1 September 2014.
The Committee operates independently from management, and may at its discretion appoint external advisors or instruct management to compile information for its consideration. The CEO attends certain Committee meetings by invitation but is not present during discussions related to his own remuneration arrangements.
Board People & Remuneration Committee (continued)
During the year the Committee appointed Egan Associates to provide remuneration advisory services. Egan Associates was paid a total of \$27,200 for general advisory services to the Committee. The Committee is satisfied the information and general advice received from Egan Associates is free from undue influence from the KMP to whom it relates.
The 2014 Remuneration Report received positive security holder support at the 2014 Annual General Meeting with a vote of 87.1% in favour.
Executive Remuneration
Context
The Board believes that Executives should be rewarded at levels consistent with the complexity and risks involved in their positions. Incentive awards should be scaled according to the relative performance of the Group, as well as business unit performance and individual effectiveness.
The Group's remuneration principles and target remuneration structure are:

The Group requires, and needs to retain, an Executive team with significant experience in:
- the office, industrial and retail property sectors
- property management, including securing new tenancies under contemporary lease arrangements, asset valuation and related financial structuring and property development in its widest context
- capital markets, funds management, fund raising, joint venture negotiations and the provision of advice and support to independent investment partners
- treasury, tax and compliance
In this context the Committee reviews trends in employee reward structures and strategies embraced across these sectors, including:
- comparable international funds and asset managers which have an active presence in Australia;
- ASX listed entities
- salary benchmarking information from reputable industry sources such as Aon Hewitt and FIRG
- boutique property asset managers and consultants
- where relevant, information from private equity and hedge funds will be considered.
At the Executive level, the Committee reviews feedback and information from remuneration advisers, proxy advisers and institutional investors, and considers stakeholder interests at each stage of the remuneration review process.
Remuneration Structure
Remuneration Mix
The remuneration structure for Executive Directors and Executive KMP (collectively referred to as 'Executives' in this report) comprises fixed remuneration, a short term incentive and a long term incentive. The mix between these components varies according to the individual's position and is determined based on the Group's remuneration principles.
The chart below displays the remuneration structure for Executive KMPs expressed as a percentage of Fixed Remuneration at both target and outperformance (stretch) levels.

STI Plan
| Purpose | The STI plan is designed to motivate and reward Executives for their annual contribution to the financial and non-financial performance of the Group. |
|---|---|
| Participation | At Target, each Executive can earn 100% of fixed remuneration under the STI plan and up to a maximum of 125% of fixed remuneration for Outperformance. 25% of the STI award is then deferred at further risk as Rights to DXS securities, subject to clawback and potential forfeiture. |
| Performance | The amount each Executive can earn is guided by how he/she performs against a personalised balanced scorecard of key performance indicators (KPIs) that are set at the beginning of each year. The balanced scorecard is arranged in categories and each category is weighted differently depending on the specific accountabilities of each Executive. If an Executive does not meet Threshold performance in a category, the incentive benefit under that category will be zero. |
| KPIs at the Target level are set with an element of stretch against Threshold performance, which ensures that it is difficult for an Executive to achieve 100% in any category. Following the same theme, KPIs at the Outperformance level have a significant amount of stretch, and would require exceptional outcomes to be achieved. KPIs at both the Target and Outperformance levels incorporate year-on-year performance improvement. |
|
| Aggregate performance below predetermined thresholds would result in no award being made under the STI plan. |
|
| Payment | STI payments are made in August, following the sign-off of statutory accounts and announcement of Group's annual results for the period to which the performance relates. |
Remuneration Structure (continued)
STI Plan (continued)
| Deferral | 25% of any award under the STI plan is deferred in the form of Rights to DXS securities. |
|---|---|
| The Rights vest ordinarily in two equal tranches, 12 and 24 months after being awarded. However, they are subject to clawback and continued employment, and are based on a deferral period commencing 1 July after the relevant performance period. |
|
| The number of Rights awarded is based on 25% of the STI value awarded to the Executive divided by the volume weighted average price (VWAP) of securities 10 trading days either side of the first trading day of the new financial year. |
|
| Distributions | Executives will be entitled to the benefit of distributions paid on the underlying DXS securities prior to vesting, through the issue of additional Rights. |
| Forfeiture | Forfeiture will occur should the Executive's employment terminate within 6 months of the grant date for any reason, or if the Executive voluntarily resigns or is terminated for cause prior to the vesting date. |
| Notwithstanding the above, if an Executive's employment is terminated for reasons such as retirement, redundancy, reorganisation, change in control or other unforeseen circumstances, the Board may decide that the Executive should remain in the plan as a 'good leaver'. |
|
| Alignment | The STI plan is aligned to security holder interests in the following ways: |
| as an immediate reward opportunity to attract, motivate and retain talented Executives who can influence the future performance of the Group |
|
| through a 25% mandatory STI deferral for Executives, allowing for future clawback of STI awards |
|
| Oversight | The CEO monitors and assesses performance of Executives as part of the Group's annual performance management cycle. The CEO makes STI recommendations to the Board People and Remuneration Committee, who subsequently make recommendations to the Board for approval. |
| The CEO's own performance is assessed in a similar manner, with the Chair of the Board making recommendations to the Committee for the Board's ultimate approval. |
|
| The Board retains the right to amend, suspend or cancel the STI plan at any time. |
LTI Plan
| Purpose | The LTI plan is designed to motivate and reward Executives for sustained earnings and security holder returns and is delivered in the form of Performance Rights to DXS securities. |
|---|---|
| Participation | The CEO receives an LTI grant equal to 100% of his fixed remuneration. The Executive Director Finance & Chief Operating Officer receives an LTI grant equal to 75% of his fixed remuneration and other Executive KMP 50%. |
| Allocation | Executives receive a grant of Performance Rights to DXS securities which are at risk and subject to performance conditions set by the Board. The number of Performance Rights granted is based on the Executive's grant value (% of fixed remuneration) divided by the volume weighted average price (VWAP) of securities ten trading days either side of the first trading day of the new financial year. |
| Tranches | Each grant is split into two equal tranches, with a vesting period of three and four years respectively after the grant date. |
Remuneration Structure (continued)
LTI Plan (continued)
| Performance Conditions |
The Board sets the performance conditions for the LTI plan on an annual basis. The four performance conditions for the 2015 LTI plan remain the same as last year but with a change to one of the Internal performance conditions as explained below: |
|---|---|
| External Performance Conditions (50%) | |
| 25% is based on the Group's relative performance against a Total Shareholder Return (Relative TSR) performance hurdle measured against listed peers within the A-REIT sector |
|
| TSR represents an investor's return, calculated as the percentage difference between the initial amount invested and the final value of DXS securities at the end of the relevant period, assuming distributions were reinvested. |
|
| 25% is based on the Group's relative performance against a Return On Equity (Relative ROE) performance hurdle measured against unlisted peers |
|
| ROE represents the annualised composite rate of return to security holders, calculated as a percentage, comprising the change in net tangible asset value per security together with the distributions paid to security holders per security, divided by the net tangible asset value per security at the beginning on the period. |
|
| Internal Performance Conditions (50%) | |
| 25% is based on the Group's performance against a predetermined Adjusted Funds From Operations (AFFO) per security growth hurdle |
|
| Based on an internal review and cognisant of investor feedback, the Board has elected to make the change to AFFO from FFO (as used in previous year's plans) in order to reflect the impact of maintenance capex, leasing incentives, derivative close-out costs and other one-off items. |
|
| For the purposes of these performance hurdles, AFFO is defined as per the definition adopted by the Property Council of Australia. |
|
| 25% is based on the Group's performance against a predetermined Return on Equity (ROE) performance hurdle |
|
| ROE represents the annualised composite rate of return to security holders, calculated as a percentage, comprising the change in net tangible asset value per security together with the distributions paid to security holders per security, divided by the net tangible asset value per security at the beginning on the period. |
Remuneration Structure (continued)
LTI Plan (continued)
| Vesting | Relative TSR & Relative ROE |
|---|---|
| Vesting under both the Relative TSR & Relative ROE conditions will be on a sliding scale reflecting relative performance against a comparator group of entities. |
|
| Nil vesting for performance below the median of the comparator group |
|
| 50% vesting for performance at the median of the comparator group |
|
| Straight line vesting for performance between the 50th and 75th percentile |
|
| 100% vesting for performance at or above the 75th percentile |
|
| | The listed and unlisted comparator groups remain unchanged ahead of the 2015 grant. Specifically: |
| Listed: all members of the S&P/ASX 200's A-REIT Index |
|
| Unlisted: all members of the Mercer IPD Core Wholesale Property Fund Index |
|
| The Board reserves the right to review the comparator groups annually, with relative performance monitored by an independent external advisor at 30 June each year. |
|
| AFFO Growth & ROE | |
| Vesting under both the AFFO Growth & ROE measures will be on a sliding scale reflecting performance against predetermined performance conditions set by the Board. |
|
| Nil vesting for below Target performance |
|
| 50% vesting for Target performance |
|
| Straight line vesting between Target and Outperformance |
|
| 100% vesting for Outperformance |
|
| AFFO Growth is the implied compound annual growth rate (CAGR) of the aggregate AFFO earnings per security in the three and four year vesting periods. ROE is measured as the per annum average at the conclusion of each vesting period. |
|
| Following a review of the Group's strategy and having completed extensive internal forecasting, the Board has set the internal performance conditions for the 2015 LTI grant. Due to their commercially sensitive nature, LTI performance conditions will only be disclosed at the conclusion of the vesting period in line with contemporary market practice. |
|
| Distributions | Executives are not entitled to distributions paid on underlying DXS securities prior to Performance Rights vesting. |
| Forfeiture | If the pre-determined performance conditions are not met then the Performance Rights relating to that tranche will be forfeited. There is no re-testing of forfeited Rights. |
| Additionally, forfeiture will occur should the Executive's employment terminate within 12months of the grant date for any reason, or if the Executive voluntarily resigns or is terminated for cause prior to the vesting date. |
|
| Notwithstanding the above, if an Executive's employment is terminated for reasons such as retirement, redundancy, re-organisation, change in control or other unforeseen circumstances, the Committee may recommend that the Executive should remain in the plan as a 'good leaver', for decision by the Board. |
Remuneration Structure (continued)
LTI Plan (continued)
| Alignment | The LTI plan is aligned to security holders interests in the following ways: |
|---|---|
| As a reward to Executive's when the Group's overall performance exceeds specific pre determined earnings and security holder return benchmarks |
|
| As a reward mechanism which encourages Executive retention and at the same time allows for future forfeiture of LTI grants for financial underperformance, deliberate misrepresentation or fraud |
|
| By aligning the financial interests of Executives to security holders through exposure to DXS securities and Group performance |
|
| By encouraging and incentivising Executives to make sustainable business decisions within the Board-approved strategy of the Group |
|
| Oversight | The administration of the LTI plan is supported by the LTI plan guidelines which provide Executives with the rules of the plan and guidance as to how it is to be administered. |
| Executive are prevented from hedging their exposure to unvested DXS securities. Trading in DXS securities or related products is only permitted with the permission of the CEO. |
|
| The Group also has Conflict of Interest and Insider Trading policies in place to support the integrity of the LTI plan, which extends to family members and associates of the Executive. |
|
| The Board has appointed Link Market Services as Trustee and Administrators of the DEXUS Performance Rights Plan Trust, which is the vehicle into which unvested units are purchased and held in trust for the Executive pending performance assessment. |
|
| The Board retains the right to amend, suspend or cancel the LTI plan at any time. |
Service Agreements
Executive service agreements detail the individual terms and conditions of employment applying to the CEO and Executives of the Group. The quantum and structure of remuneration arrangements are detailed elsewhere in this report, with the termination scenarios and other key employment terms detailed below:
CEO – Mr Steinberg
| Terms | |
|---|---|
| Employment agreement | An ongoing Executive Service Agreement. |
| Termination by the CEO | Termination by Mr Steinberg requires a 6 month notice period. The Group may choose to place Mr Steinberg on 'leave' or make a payment in lieu of notice at the Board's discretion. |
| All unvested STI and LTI awards are forfeited in this circumstance. | |
| Termination by the Group without cause |
If the Group terminates Mr Steinberg without cause, Mr Steinberg is entitled to a payment of 12 months Fixed Remuneration. The Board may (in its absolute discretion) also approve a pro-rata STI or LTI award based on part-year performance. Depending on the circumstances, the Board has the ability to treat Mr Steinberg as a 'good leaver', which may result in Mr Steinberg retaining some or all of his unvested |
| STI and LTI. | |
| Termination by the Group with cause |
No notice or severance is payable in this circumstance. |
| Other contractual provisions and restrictions |
Mr Steinberg's Executive Service Agreement includes standard clauses covering intellectual property, confidentiality, moral rights and disclosure obligations. |
Executives – Messrs Mitchell, George & Du Vernet
| Terms | |
|---|---|
| Employment agreement | An ongoing Executive Service Agreement. |
| Termination by the Executive |
Termination by the Executive requires a 3 month notice period. The Group may choose to place the Executive on 'leave' or make a payment in lieu of notice at the Board's discretion. |
| All unvested STI and LTI awards are forfeited in this circumstance. | |
| Termination by the Group without cause |
If the Group terminates the Executive without cause, the Executive is entitled to a combined notice and severance payment of 12 months Fixed Remuneration. The Board may (in its absolute discretion) also approve a pro-rata STI or LTI award based on part-year performance. |
| Depending on the circumstances, the Board has the ability to treat the Executive as a 'good leaver', which may result in the Executive retaining some or all of his unvested STI and LTI. |
|
| Termination by the Group with cause |
No notice or severance is payable in this circumstance. |
| Other contractual provisions and restrictions |
The Executive Service Agreement includes standard clauses covering intellectual property, confidentiality, moral rights and disclosure obligations. |
Performance Pay
Group Performance
FY15 Highlights
| Group | Property Portfolio | Third Party Funds Management |
Trading | Capital Management |
|---|---|---|---|---|
| Delivered a 9.3% increase in FFO and distribution per security. Increased AFFO by 19.0% to \$369.8 million |
Leased 394,133 square metres of space across the total portfolio |
Increased third party funds under management by 10% to \$9.6 billion |
Generated trading profits of \$42.6 million |
Maintained a strong balance sheet, with gearing of 28.5%, below the target range |
| Achieved a 15.8% one-year total security holder return and 11.5% return on equity |
Maintained high occupancy 95.3% across the DEXUS office portfolio |
Involved in \$863 million of transactions on behalf of third party clients |
More than 60% of FY15 trading profits realised from the active repositioning of office properties |
Continued to diversify and increase duration of debt, securing \$250 million of US Private Placement debt |
Total Return of DXS Securities
The chart below illustrates DXS's performance against the S&P/ASX200 Property Accumulation index since listing in 2004.

Performance Pay (continued)
Group Performance (continued)
Total Return Analysis
The table below sets out DXS's total security holder return over a one, three and five year time horizon, relative to the S&P/ASX200 Property Accumulation Index:
| 1 Year | 3 Years | 5 years | |
|---|---|---|---|
| Year Ended 30 June 2015 | (% per annum) | (% per annum) | (% per annum) |
| DEXUS Property Group | 15.8% | 15.8% | 16.2% |
| S&P/ASX200 Property Accumulation Index | 20.3% | 18.4% | 14.3% |
| Median - Relative TSR Comparator Group | 18.9% | 21.0% | 17.2% |
DXS achieved a 15.8% per annum return over a rolling three year basis, underperforming the S&P/ASX200 Property Accumulation index by 2.6% and the median return of the benchmark peer group by 5.2%.
Individual Performance Assessment – Balanced Scorecards
Prior to the commencement of each financial year, the Board approves the Group's strategic and operational objectives which are then translated into a series of weighted financial and non-financial Key Performance Indicators (KPIs) for management. Each Executive's Balanced Scorecard is agreed based on these indicators.
The Scorecard is divided into five major components – 'Group Financial Performance', 'Business & Portfolio Management', 'Funds Management & Transactions', 'Stakeholder Engagement' and 'People & Culture'. These components are differentially weighted to reflect the responsibilities of each Executive. For each of the components the Executive has objectives and specific initiatives set for that year. The Scorecards are agreed with the KMP Executive at the beginning of the year, reviewed at the half year and assessed for performance awards at the end of the year.
Performance Pay (continued)
Individual Performance Assessment – Balanced Scorecards (continued)
Below is a table which summarises the CEO's Balanced Scorecard for the year ending 30 June 2015.
| Category & Principal KPIs | Weighting | Result | Performance Detail |
|---|---|---|---|
| Group Financial Performance Funds from operation (FFO), Return on equity (ROE), Development trading profits, like for like property net operating income (NOI) growth |
30% | Above target |
On balance, the Board has determined that Group Financial Performance is above target, due to FFO, ROE, and trading profits exceeding targets and market guidance, and property NOI growth in line with expectations. |
| Business & Portfolio Management Rent at risk, deliver divisional business plans, debt duration, operating costs, development delivery, leasing transactions |
20% | At target |
Consistently strong capital management and corporate disciplines have underpinned sound performance across property portfolios. Highlights include maintenance of strong credit ratings, debt WALE profile, solid occupancy rates and the delivery of business unit objectives around operational efficiency and continuous improvement. |
| Funds Management & Transactions Funds investment performance, funds under management (FUM) growth, strategy development, transactions effectiveness |
30% | Above target |
Unlisted funds growth through new and existing partners and fund investment performance exceeding expectations and continuing to outperform benchmarks. |
| Stakeholder Engagement Investor engagement and feedback, media and community profile, sustainability, tenant relationships, internal and external service standards |
10% | Above target |
Senior Executives increasing engagement with investors and new capital partners, whilst developing existing relationships. Investors and the broader market gained an increased understanding of key areas of the business through the inaugural Investor Day and the sustainability approach was enhanced. Continuing focus on improving customer relationships and community profile through innovation and service based businesses. |
| People & Culture Leadership effectiveness, employee engagement and culture, talent attraction and retention, succession planning, employee development |
10% | Above target |
Increased focus on leadership, culture and diversity to sustain a performance oriented culture was noted by the Board. Improvements in recruitment and succession processes have enabled talent strategies to be deployed through moderate growth in employee population. |
The scorecards for other Executive KMP are similar to that of the CEO, but with different weightings and with KPIs tailored to their individual roles.
Performance Pay (continued)
STI Awards
Application of the KPIs against the Balanced Scorecards resulted in no executive achieving their target STI or the maximum possible STI. The following table summarises the final awards made to each Executive KMP with respect to their performance during the year ended 30 June 2015.
| Executive | STI Award (\$) |
% of Maximum Possible STI Earned |
% of Maximum STI Forfeited |
% of STI to be Deferred |
|---|---|---|---|---|
| Darren J Steinberg | 1,425,000 | 76% | 24% | 25% |
| Craig D Mitchell | 810,000 | 72% | 28% | 25% |
| Kevin L George | 575,000 | 72% | 28% | 25% |
| Ross G Du Vernet | 500,000 | 73% | 27% | 25% |
Deferred STI Grants
25% of the value of the STI awarded to each Executive will be deferred as Rights to DXS securities, subject to service and clawback conditions, and vesting in two equal tranches after 12 and 24 months.
The table below shows the number of Rights to be granted to Executives under the 2015 Deferred STI plan (details of which are provided earlier in this report).
| Executive | Number of Rights |
st Vesting Date 1 50% |
nd Vesting Date 2 50% |
|---|---|---|---|
| Darren J Steinberg | 48,302 | 1 July 2016 | 1 July 2017 |
| Craig D Mitchell | 27,456 | 1 July 2016 | 1 July 2017 |
| Kevin L George | 19,490 | 1 July 2016 | 1 July 2017 |
| Ross G Du Vernet | 16,948 | 1 July 2016 | 1 July 2017 |
The number of Rights granted to each Executive is based on 25% of the dollar value of STI approved by the Board in its discretion and with reference to the remuneration framework, divided by the Volume Weighted Average Price (VWAP) of DXS securities ten trading days either side of 1 July 2015, which was confirmed as \$7.3754.
DXS securities relating to Deferred STI grants are purchased on-market in accordance with ASX Listing Rule 10.15B and are held by the DEXUS Performance Rights Plan Trust until the scheduled vesting date.
Performance Pay (continued)
LTI Grants
The table below shows the number of Performance Rights to be granted to Executives under the 2015 LTI plan (details of which are provided earlier in this report).
| Executive | Number of Performance Rights |
st Vesting Date 1 50% |
nd Vesting Date 2 50% |
|---|---|---|---|
| Darren J Steinberg | 203,379 | 1 July 2018 | 1 July 2019 |
| Craig D Mitchell | 91,520 | 1 July 2018 | 1 July 2019 |
| Kevin L George | 43,387 | 1 July 2018 | 1 July 2019 |
| Ross G Du Vernet | 37,286 | 1 July 2018 | 1 July 2019 |
The number of Performance Rights granted to each Executive is based on the dollar value of LTI approved by the Board in its discretion and with reference to the remuneration framework, divided by the Volume Weighted Average Price (VWAP) of DXS securities ten trading days either side of 1 July 2015, which was confirmed as \$7.3754.
DXS securities relating to LTI grants are purchased on-market in accordance with ASX Listing Rule 10.15B and are held by the DEXUS Performance Rights Plan Trust until the scheduled vesting date.
Executive Remuneration Actual Cash Received
In line with best-practice recommendations, the amounts shown in the table below provide a summary of actual remuneration received during the year ended 30 June 2015. The STI and DDPP cash payments were received for performance in the 2014 and 2011 financial years respectively.
| Earned in Prior Financial Years |
||||||
|---|---|---|---|---|---|---|
| Cash Salary | Pension & Super Benefits 1 |
Other Short Term Benefits |
STI Cash Payment 2 |
DDPP Cash Payment 3 |
Total | |
| Executive | (\$) | (\$) | (\$) | (\$) | (\$) | (\$) |
| Darren J Steinberg | 1,481,217 | 18,783 | - | 1,312,500 | - | 2,812,500 |
| Craig D Mitchell | 866,997 | 33,003 | - | 727,500 | 625,005 | 2,252,505 |
| Kevin L George | 616,417 | 23,583 | - | 337,500 | - | 977,500 |
| Ross G Du Vernet | 531,217 | 18,783 | - | 562,500 | - | 1,112,500 |
1 Includes employer contributions to superannuation under the superannuation guarantee legislation and salary sacrifice amounts.
2 Cash payment made in August 2014 with respect to the 2014 STI Plan (i.e. annual performance payment for the prior financial year).
3 Cash payment made in August 2014 with respect to the 2011 DDPP award that vested on 1 July 2014 (i.e. realisation of 3 year deferred performance payment).
Executive Remuneration Statutory Accounting Method
The amounts shown in this table are prepared in accordance with AASB 124 Related Party Disclosures and do not represent actual cash payments received by Executives for the year ended 30 June 2015. Amounts shown under Share Based & Long Term Benefits reflect the accounting expenses recorded during the year with respect to prior year deferred remuneration and awards that have or are yet to vest. For performance payments and awards made with respect to the year ended 30 June 2015, refer to the Performance Pay Outcomes section of this report.
| Short Term Benefits | Post Employme nt Benefits |
Share Based & Long Term Benefits | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Executive | Year | Cash Salary (\$) |
STI Cash Award 1 (\$) |
Other Short Term Benefits (\$) |
Pension & Super Benefits 2 (\$) |
Deferred STI Plan Accrual 3 (\$) |
DDPP Plan Accrual 4 (\$) |
Transition Plan Accrual 5 (\$) |
LTI Plan Accrual 6 (\$) |
Total (\$) |
| 2015 | 1,481,217 | 1,068,750 | - | 18,783 | 430,168 | - | 104,853 | 748,595 | 3,852,366 | |
| Darren J Steinberg | 2014 | 1,382,225 | 1,312,500 | - | 17,775 | 360,799 | - | 105,000 | 434,572 | 3,612,871 |
| Craig D Mitchell | 2015 | 866,997 | 607,500 | - | 33,003 | 231,836 | - | 124,825 | 295,273 | 2,159,434 |
| 2014 | 751,300 | 727,500 | - | 23,700 | 177,281 | 57,105 | 125,000 | 159,995 | 2,012,476 | |
| 2015 | 616,417 | 431,250 | - | 23,583 | 131,628 | - | - | 180,568 | 1,383,446 | |
| Kevin L George | 2014 | 602,425 | 337,500 | - | 22,575 | 271,020 | - | - | 110,452 | 1,343,972 |
| 2015 | 531,217 | 375,000 | - | 18,783 | 155,454 | - | 49,930 | 142,487 | 1,272,871 | |
| Ross G Du Vernet | 2014 | 482,225 | 562,500 | - | 17,775 | 116,960 | - | 50,000 | 84,037 | 1,313,497 |
| 2015 | 3,495,848 | 2,482,500 | - - |
94,152 | 949,086 | - - |
279,608 | 1,366,923 | 8,668,117 | |
| Total | 2014 | 3,218,175 | 2,940,000 | - | 81,825 | 926,060 | 57,105 | 280,000 | 789,056 | 8,292,221 |
1 FY15 annual cash STI performance award, payable in August 2015.
2 Includes employer contributions to superannuation under the superannuation guarantee legislation and salary sacrifice amounts .
3 Reflects the accounting expense accrued during the financial year for Deferred STI awards made with respect to FY13, FY14 and FY15 performance. Refer to note 21 of the DXS Financial Statements. Mr George's accrual for FY14 also included accounting for Performance Rights detailed in the 2014 Remuneration Report as Special Terms.
4 Reflects the accounting expense accrued during the financial year. The DDPP was closed to new members as of 1 July 2013 and Mr Mitchell is the only KMP beneficiary of this legacy plan. The amount presented includes a \$9,405 adjustment to the 2014 disclosure which did not include June 2014 distributions as required by the plan. Mr Mitchell has no further residual entitlements under this plan.
5 FY12 Transitional plan applicable to all Executives, excluding Mr George. Reflects the accounting expense accrued during the financial year.
6 Reflects the accounting expense accrued during the financial year for LTI grants made with respect to FY13, FY14 and FY15 plans. Refer to note 21 of the DXS Financial Statements.
Deferred Remuneration Plans
Rights Plan – Vesting Deferred STI
The table below shows the number of rights that vested to executives under the Deferred STI during the yearending 30 June 2015.
| Participant | Award Date |
Tranche | Number of Rights1 |
Number of Additional Rights 2 |
Vesting Date |
|---|---|---|---|---|---|
| Darren J Steinberg | 1 July 2013 | 1 | 34,565 | 1,898 | 1 July 2014 |
| Craig D Mitchell | 1 July 2013 | 1 | 14,813 | 813 | 1 July 2014 |
| Kevin L George | 1 July 2013 | 1 | 6,518 | 358 | 1 July 2014 |
| Ross G Du Vernet | 1 July 2013 | 1 | 7,604 | 418 | 1 July 2014 |
1 Amounts have been re-stated to reflect the one-for-six security consolidation in October 2014.
2 Additional Rights are provided for under the terms of the STI Plan to reflect the distributions the participant would have received had they held the securities personally during the vesting period.
Rights Plan – Unvested Deferred STI
The table below shows the number of unvested rights held by Executives as at 30 June 2015 under the Deferred STI plan.
| Participant | Award Date |
Tranche | Number of Rights1 |
Fair Value (\$) | Vesting Date |
|---|---|---|---|---|---|
| 1 July 2013 | 2 | 34,565 | 6.27 | 1 July 2015 | |
| Darren J Steinberg | 1 July 2014 | 1 | 32,179 | 6.72 | 1 July 2015 |
| 2 | 32,179 | 6.72 | 1 July 2016 | ||
| 1 July 2013 | 2 | 14,813 | 6.27 | 1 July 2015 | |
| Craig D Mitchell | 1 July 2014 | 1 | 17,836 | 6.72 | 1 July 2015 |
| 2 | 17,836 | 6.72 | 1 July 2016 | ||
| 1 July 2013 | 2 | 6,518 | 6.27 | 1 July 2015 | |
| Kevin L George | 1 July 2014 | 1 | 8,274 | 6.72 | 1 July 2015 |
| 2 | 8,274 | 6.72 | 1 July 2016 | ||
| Ross G Du Vernet | 1 July 2013 | 2 | 7,604 | 6.27 | 1 July 2015 |
| 1 July 2014 | 1 | 13,791 | 6.72 | 1 July 2015 | |
| 2 | 13,791 | 6.72 | 1 July 2016 |
1 Amounts have been re-stated to reflect the one-for-six security consolidation in October 2014.
Deferred Remuneration Plans (continued)
Performance Rights Plan – Unvested LTI
The table below shows the number of unvested Performance Rights held by Executives as at 30 June 2015 under the LTI plan.
| Award | Number of Performance |
Fair Value | Vesting | ||
|---|---|---|---|---|---|
| Participant | Date | Tranche | Rights1 | (\$) | Date |
| 1 July 2013 | 1 | 94,015 | 5.79 | 1 July 2016 | |
| 2 | 94,015 | 5.63 | 1 July 2017 | ||
| Darren J Steinberg | 1 | 102,971 | 5.66 | 1 July 2017 | |
| 1 July 2014 | 2 | 102,971 | 5.43 | 1 July 2018 | |
| 1 | 29,626 | 5.79 | 1 July 2016 | ||
| 1 July 2013 | 2 | 29,626 | 5.63 | 1 July 2017 | |
| Craig D Mitchell | 1 July 2014 | 1 | 42,752 | 5.66 | 1 July 2017 |
| 2 | 42,752 | 5.43 | 1 July 2018 | ||
| 1 July 2013 | 1 | 27,177 | 5.79 | 1 July 2016 | |
| 2 | 27,177 | 5.63 | 1 July 2017 | ||
| Kevin L George | 1 July 2014 | 1 | 22,985 | 5.66 | 1 July 2017 |
| 2 | 22,985 | 5.43 | 1 July 2018 | ||
| 1 | 19,751 | 5.79 | 1 July 2016 | ||
| 1 July 2013 | 2 | 19,751 | 5.63 | 1 July 2017 | |
| Ross G Du Vernet | 1 | 18,388 | 5.66 | 1 July 2017 | |
| 1 July 2014 | 2 | 18,388 | 5.43 | 1 July 2018 |
1 Amounts have been re-stated to reflect the one-for-six security consolidation in October 2014.
Legacy Plan - Unvested Transitional Rights
The table below shows the number of unvested Rights held by Executives under the Transitional Rights plan, which received security holder approval at the 2012 Annual General Meeting. The Board granted these once-off Rights to Executives, with respect to performance during the year ended 30 June 2012, as a transitional measure towards the adoption of the Group's new remuneration framework which came into effect 1 July 2012.
| Participant | Award Date |
Number of Rights1 | Vesting Date |
|---|---|---|---|
| Darren J Steinberg | 1 Jul 2012 | 75,570 | 1 Jul 2015 |
| Craig D Mitchell | 1 Jul 2012 | 89,964 | 1 Jul 2015 |
| Ross G Du Vernet | 1 Jul 2012 | 35,985 | 1 Jul 2015 |
1 Amounts have been re-stated to reflect the one-for-six security consolidation in October 2014.
At the Board's instruction, Rights were purchased on-market and the plan is subject to both service and clawback conditions. For more information on the Transitional Performance Rights plan, refer to the 2012 Annual Report.
Non-Executive Directors
Board Fee Structure
Non-Executive Directors' fees are reviewed annually by the Committee to ensure they reflect the responsibilities of directors and are market competitive. The Committee reviews information from a variety of sources to inform their recommendation regarding Non-Executive Directors fees to the Board. Information considered included:
- Publicly available remuneration reports from ASX listed companies with similar market capitalisation and complexity
- Publicly available remuneration reports from A-REIT competitors
- Information supplied by external remuneration advisors, including Egan Associates
Other than the Chair who receives a single fee, Non-Executive Directors receive a base fee plus additional fees for membership of Board Committees. The table below outlines the Board fee structure (inclusive of statutory superannuation contributions) for the year ended 30 June 2015:
| Chair | Member | |
|---|---|---|
| Committee | (\$) | (\$) |
| Director's Base Fee (DXFM) | 375,0001 | 160,000 |
| Board Risk Committee | 30,000 | 15,000 |
| Board Audit Committee | 30,000 | 15,500 |
| Board Nomination Committee | 15,000 | 7,500 |
| Board People & Remuneration Committee | 30,000 | 15,000 |
| DWPL Board | 45,000 | 22,500 |
1 The Chairman receives a single fee for his entire engagement, including service on Committees of the Board.
As mentioned in the overview section of this report, fees for Non-Executive Directors were increased effective 1 July 2014. The Board Chair's base fee increased to \$375,000 (+25,000), with Board Members' base fees increasing to \$160,000 (+\$10,000). These were the first increase in Directors' fees since 2010.
Total fees paid to Non-Executive Directors for the year remained within the aggregate fee pool of \$2,200,000 per annum approved by security holders at the AGM in October 2014.
Minimum Security Holding
The minimum security holding requirement for Non-Executive Directors was increased to 100,000 (+50,000) DXS securities at the AGM in October 2014. This was then adjusted to 16,500 securities following the DXS security consolidation, with the requisite holding to be acquired by 29 October 2017. Newly appointed Directors are required to acquire the minimum security holding within three years of their appointment, noting that the minimum requirement is not dissimilar to one year's base directors' fees.
Securities held by Directors are subject to the Group's existing trading and insider information policies. No additional remuneration is provided to Directors to purchase these securities. As at 30 June 2015, all Directors met this requirement, with the exception of Penelope Bingham-Hall who was appointed to the Board on 10 June 2014. Details of Directors' holdings are included in the Directors' Report.
Non-Executive Directors (continued)
Non-Executive Directors' Statutory Accounting Table
The amounts shown in this table are prepared in accordance with AASB 124 Related Party Disclosures. The table is a summary of the actual cash and benefits received by each Non-Executive Director for the year ended 30 June 2015.
| Short Term Benefits |
Post Employment Benefits |
Other Long Term Benefits |
Total | ||
|---|---|---|---|---|---|
| Non-Executive Director | Year | (\$) | (\$) | (\$) | (\$) |
| Christopher T Beare | 2015 | 356,217 | 18,783 | - | 375,000 |
| 2014 | 332,225 | 17,775 | - | 350,000 | |
| Elizabeth A Alexander AM | 2015 | 201,683 | 18,317 | - | 220,000 |
| 2014 | 178,490 | 16,510 | - | 195,000 | |
| Penelope Bingham-Hall1 | 2015 | 168,950 | 18,147 | - | 187,097 |
| 2014 | 7,921 | 733 | - | 8,654 | |
| Barry R Brownjohn2 | 2015 | - | - | - | - |
| 2014 | 54,920 | 5,080 | - | 60,000 | |
| John C Conde AO | 2015 | 179,224 | 17,026 | - | 196,250 |
| 2014 | 164,760 | 15,240 | - | 180,000 | |
| Tonianne Dwyer | 2015 | 205,596 | 18,764 | - | 224,360 |
| 2014 | 165,798 | 15,337 | - | 181,135 | |
| Stewart F Ewen OAM3 | 2015 | - | - | - | - |
| 2014 | 47,644 | 7,356 | - | 55,000 | |
| W Richard Sheppard | 2015 | 191,781 | 18,219 | - | 210,000 |
| 2014 | 167,206 | 15,467 | - | 182,673 | |
| Peter B St George | 2015 | 171,233 | 16,267 | - | 187,500 |
| 2014 | 151,030 | 13,970 | - | 165,000 | |
| 2015 | 1,474,684 | 125,523 | - - |
1,600,207 | |
| Total | 2014 | 1,269,994 | 107,468 | - | 1,377,462 |
1 Ms Bingham-Hall was appointed on 10 June 2014.
2 Mr Brownjohn stood down from the Board on 29 October 2013 and is included for comparative purposes only.
3 Mr Ewen stood down from the Board on 29 October 2013 and is included for comparative purposes only.
4 Directors' relevant interests
The relevant interests of each Director in DXS stapled securities as at the date of this Directors' Report are shown below:
| Directors | No. of securities |
|---|---|
| Christopher T Beare | 16,667 |
| Elizabeth A Alexander, AM | 16,667 |
| Penny Bingham-Hall | 8,334 |
| John C Conde, AO | 16,667 |
| Tonianne Dwyer | 16,667 |
| Craig D Mitchell | 1 300,834 |
| W Richard Sheppard | 70,090 |
| Darren J Steinberg | 1 604,928 |
| Peter B St George | 17,333 |
1 Includes interests held directly and through performance rights (refer note 21).
5 Review of results and operations
The Group's financial performance for the year ended 30 June 2015 is summarised in the following section. In order to fully understand the results, the full Financial Statements included in this Financial Report should be referred to.
DEXUS OVERVIEW
DEXUS Property Group (DEXUS or the Group) is an Australian Real Estate Investment Trust (A-REIT) listed on the Australian Securities Exchange (ASX) that invests in, develops, manages and trades Australian office and industrial property. On behalf of third party clients, which are mainly domestic and international pension funds, DEXUS also transacts, develops, and manages Australian office, industrial and retail property.
The owned portfolio consists primarily of high quality central business district (CBD) office properties, held long term and leased to derive stable and secure ongoing income streams. Developments, acquisitions and divestments are undertaken to enhance the quality and value of the portfolio.
DEXUS generates both rental income from its own properties and fees for undertaking leasing, property management and development on behalf of third party clients. In addition, DEXUS has a trading trust that enables the development and repositioning of properties to enhance value and sell for a profit.
The total property portfolio of \$19.1 billion as at 30 June 2015 includes:
- \$9.5 billion of owned property, with an additional \$1.2 billion development pipeline; and
- \$9.6 billion of property managed for third party clients, with an additional \$2.3 billion development pipeline
| DEXUS PORTFOLIO |
THIRD PARTY FUNDS PORTFOLIO |
TOTAL GROUP PORTFOLIO |
||
|---|---|---|---|---|
| \$9.5bn | \$9.6bn | \$19.1bn | ||
| DEXUS owned and managed portfolio of Australian office and industrial properties |
Management of a diverse portfolio of office, industrial and retail properties on behalf of third party partners and funds |
|||
| OFFICE: \$7.8bn | OFFICE: \$4.6bn | OFFICE: \$12.4bn | ||
| INDUSTRIAL: \$1.7bn | INDUSTRIAL: \$1.2bn | INDUSTRIAL: \$2.9bn | ||
| RETAIL: \$3.8bn | RETAIL: \$3.8bn | |||
| DEVELOPMENT PIPELINE (future growth ) | ||||
| DEVELOPMENT: \$1.2bn | DEVELOPMENT: \$2.3bn | DEVELOPMENT: \$3.5bn |
DEXUS employs more than 350 property professionals with offices in Sydney, Melbourne, Brisbane and Perth. The team manages approximately 1.7 million square metres of office space, 2.2 million square metres of industrial space and 0.8 million square metres of retail space, making DEXUS the largest office manager and second largest industrial manager in Australia.
STRATEGY
DEXUS's vision is to be globally recognised as Australia's leading real estate company. This will be achieved by delivering superior risk adjusted returns from Australian real estate by investing primarily in CBD office properties. DEXUS sets measurable targets across its key stakeholder groups in line with its strategy and drives ethical and responsible performance in all areas of its operations.

DEXUS's strategy has several key elements:
1. Investing in and developing properties and spaces that DEXUS customers (tenants) want to occupy
DEXUS understands what drives demand from its customers and focuses on high quality properties in prime locations. This enables access to facilities and amenities which are sought after by DEXUS's customers.
2. Constantly improving the levels of service and amenity provided to customers
DEXUS utilises its core capabilities to continually improve the amenity of its real estate through property enhancements, and develops new products and services to enhance the customer experience. This focus increases the market appeal of DEXUS's properties and assists in building meaningful relationships to attract and retain customers.
3. Partnering with third parties to grow in core markets and attract expertise
DEXUS partners with third parties to increase its access to properties and grow in core markets. The third party funds management platform enables DEXUS to invest in the best people, systems and processes, and ultimately minimise the costs of running the portfolio.
4. Maintaining a conservative approach to financial and operational risk
DEXUS has a strong "A-" Standard & Poor's credit rating and "A3" investment grade rating from Moody's. These ratings are the result of measuring, pricing and managing risk in a prudent manner. The success DEXUS has had in attracting significant amounts of capital from third parties is an endorsement of its approach to investing and managing risk. Since 2012 DEXUS has raised more than \$4 billion from some of the world's largest and most sophisticated investors in unlisted property.
DEXUS considers corporate responsibility and sustainability an integral part of its daily business operations. Committed to understanding, monitoring and managing social, environmental and economic impact, DEXUS delivers these responsibilities through measurable actions and within corporate policies. DEXUS's sustainability approach supports its strategy through its overarching goal of delivering sustained value.
STRATEGY (continued)
Reflecting DEXUS's strategy of delivering superior risk adjusted returns for investors, DEXUS has identified three long term measures for success:
- FFO growth of 3-5% through the cycle
- Return on Equity of 9-10% through the cycle
- Top quartile total security holder return
DEXUS draws on the core capabilities of its people to achieve its long term and short term targets.
Key earnings drivers - FY15 result
DEXUS sets short term targets against its earnings drivers across three areas of its business: the property portfolio, funds management and property services, and trading. The following chart summarises the FY15 result against the targets set for each of the earnings drivers.

DEXUS achieved its FY15 targets against each of its earnings drivers. Funds from Operations4 (FFO) from the owned property portfolio delivered \$645.6 million, within the 80-90% target range. Funds management and property services delivered \$37.9 million and the trading business achieved \$42.6 million in profits (post tax). 1
1 FFO contribution is calculated before Finance costs and Group corporate costs.
2 Trading profits generated less FFO tax expense that is being recognised for Rosebery in the year.
3 Like-for-like income growth is calculated on an effective basis.
4 FFO is in line with the Property Council of Australia definition and comprises net profit/loss after tax attributable to stapled security holders calculated in accordance with
Australian Accounting Standards and adjusted for: property revaluations, impairments, derivative and FX mark to market impacts, fair value movements of interest bearing liabilities, amortisation of tenant incentives, gain/loss on sale of certain assets, straight line rent adjustments, deferred tax expense/benefit, rental guarantees, coupon income and distribution income net of funding costs.
STRATEGY (continued)
FY15 Achievements
The successful achievement of the FY15 targets against the key earnings drivers is underpinned by activities relating to DEXUS's four strategic objectives. The table below details achievements for FY15 for each of the strategic objectives.
| STRATEGIC OBJECTIVE | FY15 ACHIEVEMENTS |
|---|---|
| Leveraged property expertise to improve the DEXUS office portfolio occupancy rate to 95.3%. | |
| Developed and implemented a "fitted suites" offering of customised office space for customers with needs of less than a whole floor, enabling DEXUS to attract and retain more tenants. |
|
| LEADERSHIP IN OFFICE | Developed and introduced "DEXUS Place" in Sydney, providing state of the art meeting room and conference facilities for DEXUS customers, enabling DEXUS to attract and retain more customers through enhanced customer offering. |
| Launched multiple new services for DEXUS customers including on-site secure Australian Post parcel locker facilities, DEXUS Diners Club charge card for payment of rent and accruing reward points, and insurance based "security bond" facilities. These services assist in increasing customer satisfaction and improve the willingness to enter or renew leases. |
|
| Leveraged the capabilities of the business to deliver trading profits of \$42.6 million (after tax). | |
| Continued to attract and retain the best people in key positions to enhance expertise and leadership across the Group including a new leadership role of Deputy Chief Financial Officer. |
|
| CORE CAPABILITIES | Through ongoing investment in people and processes, continued to develop a culture of efficiency and continuous improvement to achieve high performance. |
| Leveraged industrial expertise to acquire and develop new industrial product. | |
| Leveraged retail expertise to reposition the quality and income earning capacity of city retail spaces in the office portfolio and the shopping centres managed on behalf of third party partners. |
|
| Delivered a 12.7% unlevered total return for the DEXUS Office Partnership portfolio in the 12 months to 30 June 2015, exceeding original performance assumptions. |
|
| THIRD PARTY | Involved in \$863 million of transactions on behalf of third party clients across the office, industrial and retail markets. |
| PARTNERSHIPS | Grew the third party development pipeline from \$2.0 billion to \$2.3 billion. |
| Achieved continued outperformance to benchmark for DEXUS Wholesale Property Fund (DWPF) over three and five year periods. |
|
| CAPITAL AND RISK MANAGEMENT |
Maintained a prudent balance sheet, with gearing of 28.5% (debt as a percent of total assets) below DEXUS's 30-40% target range. |
| Maintained a competitive cost of capital with a debt cost of 5.2% and maintained hedging of greater than 65% of total debt. |
|
| Improved access and diversity of funding sources, including acquiring properties in joint partnership with existing partners (DEXUS Industrial Partnership and DWPF). |
|
| Recycled properties through divestment and acquisition consistent with the return on investment objectives of creating security holder value over individual property life cycles. |
REVIEW OF OPERATIONS
DEXUS has adopted FFO as its underlying earnings measure which has been defined in accordance with the guidelines established by the Property Council of Australia for its reporting with effect from 1 July 2014.
In accordance with Australian Accounting Standards, net profit includes a number of non-cash adjustments including fair value movements in asset and liability values. FFO is a global financial measure of real estate operating performance and is determined by adjusting net profit after finance costs and taxes, and is adjusted for certain items which are non-cash, unrealised or capital in nature.
The Directors consider FFO to be a measure that reflects the underlying performance of the Group.
The following table reconciles between profit attributable to stapled security holders, FFO and distributions paid to stapled security holders.
| 30 June 2015 | 30 June 2014 | |
|---|---|---|
| (\$m) | (\$m) | |
| Net profit for the year attributable to stapled security holders | 618.7 | 406.6 |
| Net fair value gain of investment properties1 | (241.0) | (165.5) |
| Net fair value loss of derivatives and interest bearing liabilities | 47.0 | 40.6 |
| Net loss on sale of investment properties | 3.1 | 8.3 |
| CPA transaction costs | - | 76.7 |
| Finance break costs attributable to sales transactions | - | 4.5 |
| Foreign currency translation reserve transfer on disposal of foreign operations |
2.1 | (0.8) |
| Incentive amortisation and rent straight-line1,2 | 79.9 | 58.4 |
| Reversal of impairment of management rights | - | (7.3) |
| Coupon income | 15.5 | 13.1 |
| Deferred tax | 19.2 | 12.0 |
| Funds from Operations (FFO) | 544.5 | 446.6 |
| Retained earnings3 | 158.9 | 131.2 |
| Distributions | 385.6 | 315.4 |
| FFO per security4 (cents) |
59.5 | 54.4 |
| Distribution per security4 (cents) |
41.04 | 37.56 |
| Net tangible asset backing per security4 (\$) |
6.68 | 6.36 |
1 Including DEXUS's share of equity accounted investments.
2 Including cash, rent free and fit out incentives amortisation.
3 Based on DEXUS's distribution policy to payout in line with free cash flow. The payout ratio equated to 69% of FFO in both FY15 and FY14.
4 All FY14 per security figures in this report are restated to reflect the one-for-six security consolidation completed on 14 November 2014.
REVIEW OF OPERATIONS (continued)
Operating result
GROUP
DEXUS's net profit after tax was \$618.7 million or 67.6 cents per security, an increase of \$212.1 million from the prior year (FY14: \$406.6 million). The key drivers of this movement included:
- Funds from Operations, or FFO, increased by \$97.9 million resulting in FFO per security of 59.5 cents, an increase of 9.3%.
- Net revaluation gains of investment properties of \$241.0 million, representing a 2.6% uplift across the portfolio, were \$75.5 million higher than the FY14 gains. This was driven primarily by value uplifts across the office portfolio.
- The FY14 statutory net profit was reduced by costs of \$76.7 million relating to the CPA transaction which completed in April 2014.
Revaluation gains achieved across DEXUS's office portfolio primarily drove the 32 cent increase in NTA per security to \$6.68, reflecting the contribution of leasing success on capital values and capitalisation rate compression at properties with strong tenant covenants.
The following table provides a summary of the key components of FFO and AFFO based on the information provided in the Group Performance and Property Portfolio assets sections included in this Financial Report.
| 30 June 2015 | 30 June 2014 | |
|---|---|---|
| \$m | \$m | |
| Office Property FFO | 533.3 | 455.4 |
| Industrial Property FFO | 112.3 | 122.8 |
| Total Property FFO | 645.6 | 578.2 |
| Management operations | 37.9 | 27.9 |
| Group corporate | (30.4) | (27.5) |
| Net finance costs | (150.8) | (139.4) |
| Other1 | (0.4) | 3.1 |
| Underlying FFO | 501.9 | 442.3 |
| Trading profits (net of tax) | 42.6 | 4.3 |
| FFO | 544.5 | 446.6 |
| Maintenance capex, lease incentives and leasing costs paid | (174.7) | (135.9) |
| AFFO2 | 369.8 | 310.7 |
1 'Other' income includes development management fees.
2 AFFO is calculated in line with the Property Council of Australia definition and comprises PCA FFO and adjusted for: maintenance capex, incentives (including rent free incentives) given to tenants during the period and other items which have not been adjusted in determining FFO
REVIEW OF OPERATIONS (continued)
Operating result (continued)
GROUP (continued)
Operationally, FFO increased 21.9% to \$544.5 million (FY14: \$446.6 million)
The key drivers of the \$97.9 million increase included:
- Office Property FFO increased by \$77.9 million to \$533.3 million, driven by additional income from the DEXUS Office Partnership properties. This was partially offset by a \$10.5 million reduction in Industrial Property FFO to \$112.3 million as a result of divestments and lower occupancy at Auburn, Gladesville and Rosebery
- Management operations income increased by \$10.0 million to \$37.9 million, driven by the DEXUS Office Partnership and growth in other third party Funds Under Management (FUM)
- Group corporate costs increased by \$2.9 million (up 10.5% compared to FY14) despite the significant increase in revenues and FUM, demonstrating the scalability of DEXUS's business
- Finance costs net of interest revenue increased by \$11.4 million to \$150.8 million, due to an increase in debt to fund the CPA transaction, partially offset by lower interest costs
- Trading profits (net of tax) increased by \$38.3 million to \$42.6 million after tax
On a per security basis, FFO increased 9.3% to 59.5 cents. The per security result takes into account the scrip issued in April 2014 as part of the CPA transaction, explaining the difference in growth rates between the aggregate total dollar value of FFO and FFO per security. The underlying business excluding trading profits delivered FFO per security of 54.8 cents, and grew by 1.7% on the prior year.
Distributions
Distributions per security for the year ended 30 June 2015 were 41.04 cents per security, up 9.3% on the previous year (FY14: 37.56 cents). The distribution payout for the year was in line with free cash flow, in accordance with DEXUS's distribution policy.
Return on equity
DEXUS delivered Return on Equity of 11.5%1 in FY15, above the 9–10% per annum target through the cycle and above the 6.7% delivered in the prior year which was impacted by the CPA transaction.
Management expense ratio
| 30 June 2015 | 30 June 2014 | |
|---|---|---|
| \$m | \$m | |
| Group corporate costs | 30.4 | 27.5 |
| Asset management costs | 9.1 | 10.8 |
| Total corporate and asset management costs | 39.5 | 38.3 |
| Closing funds under management (balance sheet only) | 9,533 | 7,8202 |
| Group management expense ratio (MER) | 41bps | 49bps |
While Group corporate costs increased to \$30.4 million as a result of business growth, DEXUS has been able to maintain these corporate costs enough to reduce the overall Management expense ratio3 (MER) from 49 basis points in FY14 to 41 basis points.
1 Return on Equity is calculated as the growth of NTA per security plus the distribution paid/payable per security divided by the opening NTA per security.
2 FY14 listed FUM uses an average rather than closing to account for the purchase of the CPA portfolio in April 2014.
3 DEXUS's MER is calculated as unallocated Group corporate and asset management expenses divided by on-balance sheet FUM.
REVIEW OF OPERATIONS (continued)
Operating result (continued)
The following sections review the FY15 performance of the Group's key financial drivers: Property Portfolio, Funds Management & Property Services, and Trading.
PROPERTY PORTFOLIO
DEXUS remains focused on maximising the performance of its property portfolio through leasing and asset management activities, with the property portfolio contributing to 89% of FFO in FY15.
DEXUS increased the size of its direct portfolio to \$9.5 billion at 30 June 2015 from \$9.1 billion at FY14. This movement was driven by the acquisition of Lakes Business Park, Botany for \$153.5 million and three industrial properties through the DEXUS Industrial Partnership for \$55.1 million in aggregate, the positive contribution of developments and investment property revaluations, which were partially offset by \$433 million of divestments including DEXUS's remaining offshore property in New Zealand as well as three trading properties.
Office portfolio
| Portfolio value: | \$7.8 billion |
|---|---|
| Total area: | 1,403,255 square metres |
| Area leased during the year: | 211,071 square metres1 |
| Key metrics | 30 June 2015 | 30 June 2014 |
|---|---|---|
| Occupancy by income | 95.3% | 94.6% |
| Occupancy by area | 95.5% | 94.3% |
| WALE by income | 4.3 years | 4.7 years |
| Average incentive | 15.0% | 18.6%2 |
| Average rental increase/(decrease)3 | 0.1% | 3.1%2 |
| Retention rate | 61% | 61%2 |
| Total return – 1 year | 9.6% | 9.2%2 |
DEXUS improved occupancy and maximised cash flows across its office portfolio by capturing demand from diverse tenant groups and increasing the number of effective leasing deals (with no incentives). Continued positive momentum for space in core A-grade properties in Sydney and Melbourne has driven leasing volumes across the office portfolio, resulting in occupancy increasing to 95.3% and delivering on the 'above 95%' target set at the start of the year.
DEXUS signed 275 leases across 98,340 square metres for spaces less than 1,500 square metres, representing 47% of all leasing undertaken by area.
The combination of improved tenant demand and increased acceptance of effective deal structures allowed DEXUS to maintain a focus on reducing incentives, resulting in average incentives of 15.0% across all office leasing, an improvement from 18.6% at 30 June 2014.
During the year, DEXUS leased 211,071 square metres1 of office space across 303 transactions on average lease terms of 5.5 years. Office portfolio occupancy by income improved from 94.6% at 30 June 2014 to 95.3% and portfolio WALE reduced to 4.3 years. Despite tenant retention of 61%, DEXUS successfully leased 51% of the vacated area during the year with average downtime of only four months.
1 Including Heads of Agreement.
2 Excluding the DEXUS Office Partnership properties.
3 Average change in face rents for leasing undertaken during the year.
REVIEW OF OPERATIONS (continued)
Operating result (continued)
Office portfolio (continued)
The DEXUS office portfolio delivered a one-year total return of 9.6% (FY14: 9.2%) driven by a strong revaluation uplift across the DEXUS Office Partnership properties, partially offset by a reduction in the valuation of 240 St Georges Terrace in Perth. Office property FFO increased by \$77.9 million to \$533.3 million underpinned by the additional income from the DEXUS Office Partnership properties, with office like-for-like income growth of 0.2%.
In June 2015, DEXUS and DWPF announced that they had reached a conditional agreement to jointly (50/50) acquire Waterfront Place and Eagle Street Pier located within the prime commercial precinct of the Brisbane CBD known as the "Golden Triangle" for \$635 million1 , reflecting a capitalisation rate of 6.9%. The property is an excellent long term core investment, and Eagle Street Pier offers one of the best future development sites in the Brisbane CBD. The acquisition is expected to settle on or around 1 October 2015 and increases DEXUS's weighting to the Brisbane CBD office market from 12.2% to 15.6%.
In FY16 DEXUS will continue to proactively manage and drive the performance of the office portfolio while enhancing the value of newly acquired properties. DEXUS will focus on maintaining occupancy of >95%; reducing FY17 office lease expiries to 10%; continuing to reduce incentives and undertaking effective leasing deals. DEXUS expects flat like-for-like income growth across the DEXUS combined portfolio.
Industrial portfolio
| Portfolio value: | \$1.7 billion |
|---|---|
| Total area: | 1,294,735 square metres |
| Area leased during the year: | 183,062 square metres2 |
| Key metrics | 30 June 2015 | 30 June 2014 |
|---|---|---|
| Occupancy by income | 92.4% | 93.0% |
| Occupancy by area | 91.7% | 93.1% |
| WALE by income | 4.0 years | 4.0 years |
| Average incentive | 10.8% | 11.0% |
| Average rental increase/(decrease)3 | (4.6)% | (8.6)% |
| Retention rate | 53% | 41% |
| Total return – 1 year | 11.3% | 9.0% |
Low interest rates are boosting business supported by housing construction and infrastructure projects which is translating into demand for industrial facilities aligned to key transport corridors. With the increasing conversion of South Sydney and Inner West industrial sites into residential and mixed uses, the central and outer western Sydney markets are benefiting from increased demand from a wide user category seeking to be centrally located and in proximity to major arterial roads.
During the year, DEXUS leased 183,062 square metres2 of industrial space across 75 transactions including 44 leases with new tenants. Tenant retention improved to 53% from 41% during FY14. DEXUS's industrial portfolio occupancy by income reduced from 93.0% at 30 June 2014 to 92.4%, driven by an increase in vacancy at large scale facilities including Matraville, Flemington and Dandenong. DEXUS expects industrial occupancy to improve over the next six months driven by further leasing at properties such as Dandenong which secured a new 10,612 square metre tenant in FY15 and now has 10,920 square metres remaining to lease.
1 Excluding acquisition costs.
2 Including Heads of Agreement.
3 Average change in face rents for leasing undertaken during the year.
REVIEW OF OPERATIONS (continued)
Operating result (continued)
Industrial portfolio (continued)
Industrial portfolio WALE remained steady at 4.0 years. New rents reduced 4.6% on average compared with prior rents, driven by reversions on renewals and new leases, as the industrial portfolio remains 6.9% over-rented. Average incentives decreased slightly to 10.8% (FY14: 11.0%).
DEXUS's industrial portfolio delivered a one-year total return of 11.3% (FY14: 9.0%) driven by improved property values. Industrial property FFO of \$112.3 million was down 8.6% on FY14, primarily as a result of divestments and lower occupancy at properties such as Rosebery. Like-for-like income growth was 0.7%, driven by fixed increases across our portfolio, leasing at 15-23 Whicker Road, Gillman and 30 Bellrick St, Accacia Ridge, offset by vacancy at Pound Road West, Dandenong.
DEXUS acquired Lakes Business Park, Botany, NSW for \$153.5 million1 in January 2015, investing in one of DEXUS's core industrial markets. The property has the potential for superior rental growth in the medium term due to the lack of greenfield land options, combined with strong momentum with competing land use opportunities in the area.
In FY16 DEXUS will focus on active asset management of the industrial portfolio to deliver attractive income returns; pursuing non-core divestments and/or change of use repositioning opportunities within the existing portfolio; developing core new industrial product and pursuing core plus acquisition opportunities for DEXUS and its third party partners.
Development
DEXUS continued to enhance future investor returns through progressing its \$1.2 billion development pipeline, with key office projects nearing completion.
DEXUS utilises its development expertise and leverages its portfolio scale to deliver best-in-class office buildings and prime industrial facilities, improving portfolio quality and enhancing investor returns. Development provides DEXUS with access to stock and leads to improved portfolio quality and diversification, attracts revenues through development management fees and delivers on capital partner strategies.
DEXUS allocates up to 15% of Funds Under Management (FUM) across its direct portfolio to development and trading/value-add activities. Currently representing 6.5% of FUM, these activities are focused on providing earnings accretion and enhancing total return.
The first stage of the 5 Martin Place, Sydney development reached practical completion on 30 June 2015, with Ashurst moving into levels 5 to 11 across 12,644 square metres in July 2015. The entire project is due for completion in September 2015. The office space is currently 82% committed from 42% at acquisition and the retail space is 73% committed.
Two of the three towers at Kings Square, Perth were completed, with Shell to fully occupy one of the towers as its new corporate headquarters. The remaining tower is expected to be completed in August 2015. A rental guarantee secured at time of acquisition ensures full income on the properties for a further five years from practical completion with the office space currently 55% committed.
The Premium grade 480 Queen Street, Brisbane development topped out on 16 July 2015 with the office space 81% committed prior to the development's scheduled completion in early 2016.
The three-year program for the Quarrywest at Greystanes development is underway, with a pre-commitment secured for a warehouse facility.
Over the year, the Group development pipeline grew to \$3.5 billion (DEXUS portfolio of \$1.2 billion; Third Party Funds portfolio of \$2.3 billion).
In FY16 DEXUS will deliver key office developments in Sydney, Perth and Brisbane; progress the DEXUS Industrial Partnership developments at Quarrywest, Hemmant and Larapinta; and progress the Australian Industrial Partnership development at Laverton North.
1 Excluding acquisition costs.
REVIEW OF OPERATIONS (continued)
Operating result (continued)
FUNDS MANAGEMENT & PROPERTY SERVICES
DEXUS's Third Party Funds Management business represents over half of the Group's \$19.1 billion funds under management and its \$2.3 billion development pipeline will drive organic growth across the platform. Third party funds under management increased to \$9.6 billion, up 10% from 30 June 2014, achieved through acquisitions, developments and revaluations.
The activities undertaken by the Third Party Funds Management business include managing office, industrial and retail investments on behalf of third party partners and funds. These activities result in DEXUS earning fees for its funds management, property management, leasing and development management services.
Over the past three years, DEXUS has established partnerships with three major investors and the DEXUS Wholesale Property Fund has raised approximately \$1.5 billion of capital. These results reflect third party partner recognition of DEXUS's transactional capabilities, strategic asset and development management expertise, as well as its bestpractice corporate governance principles.
In FY16 DEXUS will continue to drive performance across third party portfolios through active leasing; successfully deliver third party office, industrial and retail developments; and deliver on third party clients' transactional requirements.
TRADING
Trading is a capability that involves the identification of opportunities, repositioning or developing to enhance value with the intention to sell.
Trading properties are either acquired with the direct purpose of repositioning or development, or they are identified in DEXUS's existing portfolio as having value-add potential and acquired by DXO to be repositioned or developed, then sold.
Since 2010, DEXUS has been undertaking trading activities and recognising trading profits in its FFO. Over the past three years DEXUS has established a robust trading portfolio that DEXUS believes will drive consistent delivery of profits from this area of the business.
Trading profits of \$42.6 million1 were realised in FY15, with more than 60% of trading profits realised from the active repositioning of office properties at 50 Carrington Street, Sydney and 40 Market Street, Melbourne.
The initial payment for Rosebery, net of tax, contributed to FY15 trading profits and the remaining proceeds will be realised in FY16.
In July 2015, DEXUS settled on the sale of 5-13 Rothschild Avenue and 22-55 Rosebery Avenue, Rosebery and 154 O'Riordan Street, Mascot. These properties will deliver FY16 trading profits of approximately \$60 million (post tax).
DEXUS continued to grow its trading pipeline, identifying a number of properties as potential opportunities for repositioning or development and trading in future years including 32 Flinders Street, Melbourne and the southern site of Lakes Business Park, Botany. In FY16, DEXUS will continue to progress these opportunities along with others in the trading pipeline.
1 Trading profits generated less FFO tax expense recognised for Rosebery in the year.
FINANCIAL POSITION (look-through)
| 30 June 2015 | 30 June 2014 | |
|---|---|---|
| \$m | \$m | |
| Office properties1 | 7,822 | 7,659 |
| Industrial properties1 | 1,711 | 1,470 |
| Other assets2 | 838 | 933 |
| Total assets | 10,371 | 10,062 |
| Borrowings3 | 2,957 | 3,117 |
| Other liabilities | 637 | 892 |
| Net assets | 6,777 | 6,053 |
| Less: Intangibles | (292) | (292) |
| Net tangible assets | 6,485 | 5,761 |
| Total securities on issue | 970,806,349 | 905,531,797 |
| NTA per security (\$) | 6.68 | 6.36 |
Total look-through assets increased by \$309 million primarily due to \$181.1 million of acquisitions, development capital expenditures and \$241.0 million of property valuation increases, partially offset by \$405.9 million of divestments.
Total look-through borrowings reduced by \$160 million as debt was paid down with proceeds from the equity raising (including Security Purchase Plan) and property divestments mentioned above, partially offset by funding required for the acquisitions and development capital expenditures mentioned above.
CAPITAL MANAGEMENT
- Cost of debt 5.2%
- Duration of debt 5.7 years
- Gearing (look through)4 28.5%
- S&P/Moody's credit rating: A-/A3
DEXUS maintained the strength of its balance sheet with gearing4 at 28.5%, securing new debt at competitive margins and extending the duration of its debt to 5.7 years. DEXUS has minimal short term refinancing requirements and will continue to take advantage of its improved credit ratings to secure new debt funding.
DEXUS remains within all of its debt covenant limits and target ranges.
Equity raising
DEXUS completed an equity raising comprising a \$400 million Institutional Placement in April 2015 followed by a \$77.8 million Security Purchase Plan (SPP) which completed in June 2015. The equity raising was undertaken to enable DEXUS to pursue compelling acquisition opportunities, including the acquisition of Waterfront Place which was announced on 22 June 2015, while ensuring DEXUS remained lowly geared.
1 Includes DEXUS's share of investment properties in equity accounted investments.
2 Including intangibles.
3 Includes DEXUS's share of borrowings in equity accounted investments.
4 Adjusted for cash and for debt in equity accounted investments. Pro-forma gearing is 29.3% post the receipt of proceeds from the divestment of the Rosebery and Mascot trading properties and the acquisition of the Waterfront Place Complex which is expected to settle in October 2015.
FINANCIAL POSITION (look-through)
Security consolidation
DEXUS implemented a one-for-six security consolidation in November 2014 which reduced the total number of securities on issue.
On market securities buy-back
On 14 October 2014, DEXUS announced a new on-market securities buy-back of up to 5% of DEXUS securities on issue. The buy-back provided DEXUS with the flexibility to acquire securities on market should conditions permit, with a focus on enhancing returns for investors. The buy-back is yet to be utilised and was suspended on 21 April 2015 as a consequence of the announcement of an equity raising.
OUTLOOK
GROUP
The majority (80-90%) of DEXUS's FFO is derived through rental income from its direct property portfolio, with the remainder derived from the funds management & property services and trading businesses. Key lead indicators and factors affecting the outlook of each of these areas of the business are outlined below.
PROPERTY PORTFOLIO
Office: The performance of office markets is influenced by the strength of the broader economy and business confidence, the supply and demand characteristics of particular CBD markets and the leasing characteristics of individual properties.
Lead indicators such as ANZ job advertisements continue to suggest an improvement in hiring intentions which would have a flow on effect to white collar employment growth and low interest rates are having a positive impact on business growth. With continued improvement in enquiry levels in Sydney and Melbourne, the steady economic recovery is expected to translate into increased demand for space in these markets with rental growth remaining subdued as supply comes online in the short to medium term. Brisbane and in particular Perth are expected to lag the other CBD markets in the short-term.
DEXUS is in a strong position to benefit from an improvement in office markets with its high quality office portfolio 86% weighted to Prime grade properties, with 61% located in Sydney and 14% located in Melbourne. DEXUS's key office developments at 5 Martin Place in Sydney and Kings Square in Perth are 82% and 55% committed respectively, with 480 Queen Street in Brisbane 81% leased. DEXUS has a five-year and two-year rental guarantee in place at Kings Square, Perth and 480 Queen Street, Brisbane respectively.
Industrial: Industrial markets are expected to benefit from low interest rates, which are boosting small to medium business activity in particular. The lower Australian dollar is expected to continue to drive Sydney port volumes and translate to demand from general merchandise retail for industrial space.
With the increasing conversion of South Sydney and Inner West industrial sites into residential and mixed uses, central and outer western Sydney markets will benefit from increased enquiry levels. The Melbourne industrial markets will continue to suffer from supply coming online and elevated incentives.
DEXUS's industrial portfolio in Sydney will benefit from tenant demand as a result of the stimulatory economic environment and stock withdrawals, and will remain challenged in Melbourne in the short-term. DEXUS will undertake industrial developments on both a pre-commitment and speculative basis utilising its development capabilities to produce new product to attract quality tenants in Sydney, Melbourne and Brisbane.
OUTLOOK (continued)
FUNDS MANAGEMENT & PROPERTY SERVICES
DEXUS's third party funds management platform is currently 47% weighted to office, 13% to industrial and 40% to retail properties. Its office and industrial property performance will be impacted by the key lead indicators discussed above. For retail properties, sales growth is expected to improve further in FY16 in response to low interest rates, lower petrol prices, strengthening employment and the depreciation of the Australian dollar which is expected to boost domestic tourism and constrain online spending.
The weight of capital searching for Australian real estate is expected to remain strong in FY16, supported by low interest rates globally and the high yields offered by Australian property relative to global peers.
DEXUS will continue to satisfy the investment objectives of its third party clients and funds through growing existing funds via acquisitions and progressing the \$2.3 billion third party development pipeline. DEXUS will maximise the performance of properties managed on their behalf to continue its recognition as a wholesale partner of choice.
TRADING
The trading business is an ongoing revenue stream, with the recognition of trading profits included in FFO. DEXUS will continue to identify potential trading opportunities within its existing portfolio and seek new trading opportunities in core markets in order to replenish the future trading pipeline. DEXUS has already exchanged on the properties that comprise FY16 trading profit guidance and is progressing the high priority opportunities in the trading pipeline.
FY16 GUIDANCE
Barring unforeseen changes to operating conditions, DEXUS's guidance1 for the 12 months ending 30 June 2016 is for 5.5-6.0% growth in FFO per security, with FFO from the underlying business (excluding trading profits) expected to grow by 3.0-3.5%.
Distributions will be paid in line with free cash flow, which is expected to deliver growth in distribution per security of 5.5-6.0% for the 12 months ending 30 June 2016.
1 Barring unforeseen circumstances guidance is supported by the following assumptions: Flat like-for-like income growth across the DEXUS combined portfolios, weighted average cost of debt of circa 4.9%, trading profits of approximately \$60 million, Management Operations revenue of approximately \$45-50 million (including third party development management fees), \$150 million of non-core property divestments, excluding any buy-back of DEXUS securities and excluding any further transactions.
RISKS
There are various risks that could impact DEXUS's strategy and outlook. The nature and potential impact of these risks can change over time. Further information relating to DEXUS's risk management framework is detailed in the Corporate Governance Statement. DEXUS actively reviews and manages the risks it faces over the short, medium and long term, overseen by the Board Risk Committee. A number of the important strategic risks, their potential impact and how DEXUS manages and monitors these risks are outlined in the table below.
| Risk | Description | Potential impact | How DEXUS is equipped to manage and monitor this risk |
|---|---|---|---|
| Market volatility - general |
Volatility in equity or debt markets and GDP growth (domestically or globally) has a material adverse effect on leasing, investment demand, or financing costs |
Reduction in business confidence and leasing activity Reduction in ability to attract and retain tenants Increased cost of borrowing |
DEXUS has a high quality, diversified portfolio which is less sensitive to changes in investment demand DEXUS has a low level of gearing, with a stated target range of 30- 40% Further information relating to Financial risk management is detailed in note 12 of the financial statements DEXUS has a diversified source of income with rental income being derived from 102 properties with 970 tenants. In addition, DEXUS derives income from funds management and trading activities A high proportion of DEXUS's near term income is secured via lease(contract) DEXUS adopts a conservative approach to interest rate hedging, with 69% of debt currently hedged DEXUS tracks and reports performance through monthly monitoring of budgets and expenditures DEXUS tracks economic conditions and forecasts real estate market performance |
| Property valuations decline |
Depreciation in the value of DEXUS's property investments. This can be caused by changes in investment demand for commercial property and/or changes to the property fundamentals (e.g. property income) and/or changes to global bond rates |
Reduction in Net Tangible Asset backing per security Deterioration of key credit metrics Increased cost of financing and/or need to refinance Reduction in market price of DXS securities |
DEXUS has a high quality, diversified portfolio which is less sensitive to changes in investment demand DEXUS has a low level of gearing, with a stated target range of 30- 40% Further information relating to Financial risk management is detailed in Note 12 of the financial statements |
| Funds from Operations (FFO) decline |
FFO is lower than that assumed in management forecasts |
Reduction in distributions to investors Reduction in market price of DXS securities |
DEXUS has a diversified source of income with rental income being derived from 102 properties with 970 tenants. In addition, DEXUS derives income from funds management and trading activities A high proportion of DEXUS's near term income is secured via lease/contract DEXUS adopts a conservative approach to interest rate hedging, with 69% of debt currently hedged DEXUS tracks and reports performance through monthly monitoring of budgets and expenditures |
| Workplace health and safety |
Financial or physical impact arising from an accident or event at an asset owned or managed by DEXUS |
Death or serious injury Financial loss arising from an event claim Reputational damage Legal proceedings |
DEXUS maintains comprehensive work health and safety programs Ensures compliance by site contractors and employees Maintains ongoing independent certification by British Standards International |
| Talent retention |
Inability to attract and retain the talent required to execute the strategy |
Loss of property and platform expertise Increased operating costs via staff churn and wage impacts |
DEXUS monitors and acts upon employee opinions received through the Employee Opinion Surveys and Culture Surveys Annually reviews remuneration framework to benchmark against market rates Maintains succession plans for senior management Implements awareness programs covering diversity, gender and health in the workplace, ensuring diversity and equality are understood and valued |
6 Directors' directorships in other listed entities
The following table sets out directorships of other ASX listed entities (unless otherwise stated), not including DXFM, held by the Directors at any time in the three years immediately prior to the end of the year, and the period for which each directorship was held:
| Director | Company | Date appointed | Date resigned |
|---|---|---|---|
| Christopher T Beare | Mnemon Group Limited | 6 November 2009 | 27 May 2013 |
| Flexigroup Limited | 1 July 2014 | ||
| Elizabeth A Alexander, AM | Medibank Private Limited2 | 31 October 2008 | |
| Penny Bingham-Hall | Bluescope Steel Limited | 29 March 2011 | |
| John C Conde, AO | Whitehaven Coal Limited | 3 May 2007 | |
| Cooper Energy Limited | 25 February 2013 | ||
| Tonianne Dwyer | Cardno Limited | 25 June 2012 | |
| Metcash Limited | 24 June 2014 | ||
| W Richard Sheppard | Echo Entertainment Group | 21 November 2012 | |
| Peter B St George | Boart Longyear Limited | 21 February 2007 | 21 May 2013 |
| First Quantum Minerals Limited1 | 20 October 2003 |
1 Listed for trading on the Toronto Stock Exchange in Canada and the London Stock Exchange in the United Kingdom.
2 Listed for trading on the Australian Securities Exchange since 24 November 2014.
7 Principal activities
During the year the principal activity of the Group was to own, manage and develop high quality real estate assets and manage real estate funds on behalf of third party investors. There were no significant changes in the nature of the Group's activities during the year.
8 Total value of Trust assets
The total value of the assets of the Group as at 30 June 2015 was \$10,099.1 million (2014: \$9,750.9 million). Details of the basis of this valuation are outlined in the Notes to the Financial Statements and form part of this Directors' Report.
9 Likely developments and expected results of operations
In the opinion of the Directors, disclosure of any further information regarding business strategies and future developments or results of the Group, other than the information already outlined in this Directors' Report or the Financial Statements accompanying this Directors' Report would be unreasonably prejudicial to the Group.
10 Significant changes in the state of affairs
The Directors are not aware of any matter or circumstance not otherwise dealt with in this Directors' Report or the Financial Statements that has significantly or may significantly affect the operations of the Group, the results of those operations, or the state of the Group's affairs in future financial years.
11 Matters subsequent to the end of the financial year
Since the end of the financial year the Directors are not aware of any matter or circumstance not otherwise dealt with in this Directors' Report or the Financial Statements that has significantly or may significantly affect the operations of the Group, the results of those operations, or the state of the Group's affairs in future financial years.
12 Distributions
Distributions paid or payable by the Group for the year ended 30 June 2015 were 41.04 cents per security (2014: 37.56 cents per security1 ) as outlined in note 7 of the Notes to the Financial Statements.
1 All FY14 per security figures in this Report are restated to reflect the one-for-six security consolidation completed on 14 November 2014.
13 DXFM fees
Details of fees paid or payable by the Group to DXFM for the year ended 30 June 2015 are outlined in note 22 of the Notes to the Financial Statements and form part of this Directors' Report.
14 Interests in DXS securities
The movement in securities on issue in the Group during the year and the number of securities on issue as at 30 June 2015 are detailed in note 15 of the Notes to the Financial Statements and form part of this Directors' Report.
Details of the number of interests in the Group held by DXFM or its associates as at the end of the financial year are outlined in note 22 of the Notes to the Financial Statements and form part of this Directors' Report.
The Group did not have any options on issue as at 30 June 2015 (2014: nil).
15 Environmental regulation
The Group's senior management, through its Board Risk Committee, oversee the policies, procedures and systems that have been implemented to ensure the adequacy of its environmental risk management practices. It is the opinion of this Committee that adequate systems are in place for the management of its environmental responsibilities and compliance with its various licence requirements and regulations. Further, the Committee is not aware of any material breaches of these 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 DEXUS Holdings Pty Limited (DXH).
PricewaterhouseCoopers (PwC or the Auditor), is indemnified out of the assets of the Group pursuant to the DEXUS Specific Terms of Business agreed for all engagements with PwC, to the extent that the Group inappropriately uses or discloses a report prepared by PwC. The Auditor, PwC, is not indemnified for the provision of services where such an indemnification is prohibited by the Corporations Act 2001.
17 Audit
17.1 Auditor
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
17.2 Non-audit services
The Group may decide to employ the Auditor on assignments, in addition to their statutory audit duties, where the Auditor's expertise and experience with the Group are important.
Details of the amounts paid or payable to the Auditor for audit and non-audit services provided during the year are set out in note 19 of the Notes to the Financial Statements.
The Board Audit Committee is 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 behalf) is compatible with the standard of independence for auditors imposed by the Corporations Act 2001.
The reasons for the Directors being satisfied are:
a Charter of Audit Independence provides guidelines under which the Auditor may be engaged to provide nonaudit services without impairing the Auditor's objectivity or independence.
17 Audit (continued)
17.2 Non-audit services (continued)
- the Charter states that the Auditor will not provide services where the Auditor may be required to review or audit its own work, including:
- the preparation of tax provisions, accounting records and financial statements;
- the design, implementation and operation of information technology systems;
- the design and implementation of internal accounting and risk management controls;
- conducting valuation, actuarial or legal services;
- consultancy services that include direct involvement in management decision making functions;
- investment banking, borrowing, dealing or advisory services;
- acting as trustee, executor or administrator of trust or estate;
- prospectus independent expert reports and being a member of the due diligence committee; and
- providing internal audit services.
- the Board Audit Committee regularly reviews the performance and independence of the Auditor and whether the independence of this function has been maintained having regard to the provision of non-audit services. The Auditor has provided a written declaration to the Board regarding its independence at each reporting period and Board Audit Committee approval is required before the engagement of the Auditor to perform any non-audit service for a fee in excess of \$100,000.
The above Directors' statements are in accordance with the advice received from the Board Audit Committee.
17.3 Auditor's Independence Declaration
A copy of the Auditor's Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 42 and forms part of this Directors' Report.
18 Corporate governance
DXFM's Corporate Governance Statement is set out in a separate section of the DEXUS Property Group Annual Report.
19 Rounding of amounts and currency
The Group is a registered scheme of the kind referred to in Class Order 98/0100, issued by the Australian Securities & Investments Commission, relating to the rounding off of amounts in this Directors' Report and the Financial Statements. Amounts in this Directors' Report and the Financial Statements have been rounded off in accordance with that Class Order to the nearest tenth of a million dollars, unless otherwise indicated. All figures in this Directors' Report and the Financial Statements, except where otherwise stated, are expressed in Australian dollars.

DEXUS Diversified Trust
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2015
| 2015 | 2014 | ||
|---|---|---|---|
| Note | \$m | \$m | |
| Revenue from ordinary activities | |||
| Property revenue | 2 | 548.8 | 572.3 |
| Proceeds from sale of inventory | 10 | 220.1 | 69.3 |
| Interest revenue | 0.4 | 0.2 | |
| Management fee revenue | 89.6 | 58.0 | |
| Total revenue from ordinary activities | 858.9 | 699.8 | |
| Net fair value gain of investment properties | 130.4 | 145.7 | |
| Share of net profit of investments accounted for using the equity method | 9 | 252.1 | 58.3 |
| Net fair value gain of interest bearing liabilities | - | 12.3 | |
| Reversal of previous impairment of management rights | 18 | - | 7.3 |
| Net fair value gain of derivatives | 17.4 | - | |
| Total income | 1,258.8 | 923.4 | |
| Expenses | |||
| Property expenses | 2 | (142.8) | (141.4) |
| Cost of sale of inventory | 10 | (172.2) | (65.3) |
| Finance costs | 4 | (192.4) | (190.0) |
| Impairment of goodwill | 18 | (0.1) | (0.1) |
| Net fair value loss of derivatives | - | (2.1) | |
| Net loss on sale of investment properties | (3.0) | (7.7) | |
| Net fair value loss of interest bearing liabilities | (15.9) | - | |
| Impairment of investments accounted for using the equity method | 9 | - | (3.3) |
| Transaction costs | - | (23.9) | |
| Management operations, corporate and administration expenses | 3 | (86.3) | (71.3) |
| Total expenses | (612.7) | (505.1) | |
| Foreign currency translation reserve transfer on disposal of foreign operations | (2.1) | 0.8 | |
| Profit/(loss) before tax | 644.0 | 419.1 | |
| Tax expense | 5(a) | (25.3) | (12.5) |
| Profit/(loss) for the year | 618.7 | 406.6 | |
| Other comprehensive income/(loss): | |||
| Items that may be reclassified to profit or loss: | |||
| Exchange differences on translating foreign operations | 16(a) | (0.3) | 5.3 |
| Foreign currency translation reserve transfer on disposal of foreign operations | 16(a) | 2.1 | (0.8) |
| Changes in the fair value of cash flow hedges Total comprehensive income/(loss) for the year |
16(a) | 17.9 638.4 |
(9.3) 401.8 |
| Profit/(loss) for the year attributable to: | |||
| Unitholders of the parent entity | 174.7 | 141.4 | |
| Unitholders of other stapled entities (non-controlling interests) | 444.0 | 265.2 | |
| Profit/(loss) for the year | 618.7 | 406.6 | |
| Total comprehensive income/(loss) for the year attributable to: | |||
| Unitholders of the parent entity | 192.6 | 132.1 | |
| Unitholders of other stapled entities (non-controlling interests) | 445.8 | 269.7 | |
| 638.4 | 401.8 | ||
| Total comprehensive income/(loss) for the year | Cents | Cents 1 | |
| Earnings per unit on profit/(loss) attributable to unitholders of the parent entity | |||
| Basic earnings per unit | 6 | 19.08 | 17.24 |
| Diluted earnings per unit | 6 | 19.08 | 17.24 |
| Earnings per stapled security on profit/(loss) attributable to stapled security holders | |||
| Basic earnings per security | 6 | 67.58 | 49.57 |
| Diluted earnings per security | 6 | 67.58 | 49.57 |
1 Restated to reflect the one-for-six security consolidation.
DEXUS Diversified Trust Consolidated Statement of Financial Position
As at 30 June 2015
| 2015 | 2014 | ||
|---|---|---|---|
| Note | \$m | \$m | |
| Current assets | |||
| Cash and cash equivalents | 17(a) | 13.0 | 14.1 |
| Receivables | 17(b) | 55.5 | 111.6 |
| Non-current assets classified as held for sale | 11 | 5.5 | 139.6 |
| Inventories | 10 | 110.3 | 80.3 |
| Derivative financial instruments | 12(c) | 17.7 | 8.7 |
| Other | 17(c) | 27.3 | 8.1 |
| Total current assets | 229.3 | 362.4 | |
| Non-current assets | |||
| Investment properties | 8 | 6,207.3 | 5,926.5 |
| Plant and equipment | 20.5 | 10.8 | |
| Inventories | 10 | 164.5 | 235.9 |
| Investments accounted for using the equity method | 9 | 2,795.9 | 2,813.9 |
| Derivative financial instruments | 12(c) | 367.2 | 71.5 |
| Deferred tax assets | 5(c) | 10.8 | 35.9 |
| Intangible assets | 18 | 292.2 | 292.6 |
| Other | 2.3 | 1.4 | |
| Total non-current assets | 9,860.7 | 9,388.5 | |
| Total assets | 10,090.0 | 9,750.9 | |
| Current liabilities | |||
| Payables | 17(d) | 110.7 | 111.1 |
| Current tax liabilities | 5 | 4.2 | 1.3 |
| Interest bearing liabilities | 13 | 150.0 | 149.5 |
| Provisions | 17(e) | 231.1 | 197.2 |
| Derivative financial instruments | 12(c) | 10.8 | 2.4 |
| Total current liabilities | 506.8 | 461.5 | |
| Non-current liabilities | |||
| Interest bearing liabilities | 13 | 2,624.0 | 2,782.1 |
| Loans with related parties | 22 | - | 338.4 |
| Derivative financial instruments | 12(c) | 159.2 | 85.7 |
| Deferred tax liabilities | 5(d) | 17.2 | 21.1 |
| Provisions | 2.1 | 4.9 | |
| Other | 3.4 2,805.9 |
3.9 3,236.1 |
|
| Total non-current liabilities Total liabilities |
3,312.7 | 3,697.6 | |
| Net assets | 6,777.3 | 6,053.3 | |
| Equity | |||
| Equity attributable to unitholders of the parent entity | |||
| Contributed equity | 15(a) | 1,990.6 | 1,833.4 |
| Reserves | 16(a) | 8.6 | (9.3) |
| Retained profits/(accumulated losses) | 16(c) | 190.3 | 193.0 |
| Parent entity unitholders' interest | 2,189.5 | 2,017.1 | |
| Equity attributable to unitholders of other stapled entities | |||
| Contributed equity | 15(b) | 3,939.9 | 3,625.7 |
| Reserves | 16(a) | 42.8 | 41.2 |
| Retained profits/(accumulated losses) | 16(c) | 605.1 | 369.3 |
| Other stapled unitholders' interest | 4,587.8 | 4,036.2 | |
| Total equity Consoli dated State ment o f Fi nanci al P osition |
6,777.3 | 6,053.3 |
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
DEXUS Diversified Trust Consolidated Statement of Changes in Equity For the year ended 30 June 2015
| Attributable to unitholders of the parent entity | Attributable to unitholders of other stapled entities | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Contributed | Contributed | |||||||||
| equity | Reserves Retained profits | Total | equity | Reserves Retained profits | Total | Total equity | ||||
| Note | \$m | \$m | \$m | \$m | \$m | \$m | \$m | \$m | \$m | |
| Opening balance as at 1 July 2013 | 1,577.7 | - | 181.2 | 1,758.9 | 3,106.3 | 36.6 | 289.9 | 3,432.8 | 5,191.7 | |
| Net profit/(loss) for the year | - | - | 141.4 | 141.4 | - | - | 265.2 | 265.2 | 406.6 | |
| Other comprehensive income/(loss) for the year | - | (9.3) | - | (9.3) | - | 4.5 | - | 4.5 | (4.8) | |
| Total comprehensive income for the year | - | (9.3) | 141.4 | 132.1 | - | 4.5 | 265.2 | 269.7 | 401.8 | |
| Transactions with owners in their capacity as owners | ||||||||||
| Issue of additional equity | 15 | 281.2 | - | - | 281.2 | 569.2 | - | - | 569.2 | 850.4 |
| Buy-back of contributed equity, net of transaction costs | 15 | (25.5) | - | - | (25.5) | (49.8) | - | - | (49.8) | (75.3) |
| Purchase of securities, net of transaction costs | 16 | - | - | - | - | - | (3.1) | - | (3.1) | (3.1) |
| Security-based payments expense | 16 | - | - | - | - | - | 3.2 | - | 3.2 | 3.2 |
| Distributions paid or provided for | 7 | - | - | (129.6) | (129.6) | - | - | (185.8) | (185.8) | (315.4) |
| Total transactions with owners in their capacity as owners | 255.7 | - | (129.6) | 126.1 | 519.4 | 0.1 | (185.8) | 333.7 | 459.8 | |
| Closing balance as at 30 June 2014 | 1,833.4 | (9.3) | 193.0 | 2,017.1 | 3,625.7 | 41.2 | 369.3 | 4,036.2 | 6,053.3 | |
| Opening balance as at 1 July 2014 | 1,833.4 | (9.3) | 193.0 | 2,017.1 | 3,625.7 | 41.2 | 369.3 | 4,036.2 | 6,053.3 | |
| Net profit for the year | - | - | 174.7 | 174.7 | - | - | 444.0 | 444.0 | 618.7 | |
| Other comprehensive income for the year | - | 17.9 | - | 17.9 | - | 1.8 | - | 1.8 | 19.7 | |
| Total comprehensive income for the year | - | 17.9 | 174.7 | 192.6 | - | 1.8 | 444.0 | 445.8 | 638.4 | |
| Transactions with owners in their capacity as owners | ||||||||||
| Issue of additional equity | 15 | 157.2 | - | - | 157.2 | 314.2 | - | - | 314.2 | 471.4 |
| Purchase of securities, net of transaction costs | 16 | - | - | - | - | - | (4.0) | - | (4.0) | (4.0) |
| Security-based payments expense | 16 | - | - | - | - | - | 3.8 | - | 3.8 | 3.8 |
| Distributions paid or provided for | 7 | - | - | (177.4) | (177.4) | - | - | (208.2) | (208.2) | (385.6) |
| Total transactions with owners in their capacity as owners | 157.2 | - | (177.4) | (20.2) | 314.2 | (0.2) | (208.2) | 105.8 | 85.6 | |
| Closing balance as at 30 June 2015 | 1,990.6 | 8.6 | 190.3 | 2,189.5 | 3,939.9 | 42.8 | 605.1 | 4,587.8 | 6,777.3 |
DEXUS Diversified Trust Consolidated Statement of Cash Flows
For the year ended 30 June 2015
| 2015 | 2014 | ||
|---|---|---|---|
| Note | \$m | \$m | |
| Cash flows from operating activities | |||
| Receipts in the course of operations (inclusive of GST) | 706.5 | 703.0 | |
| Payments in the course of operations (inclusive of GST) | (286.4) | (275.6) | |
| Interest received | 0.4 | 0.2 | |
| Finance costs paid to financial institutions | (144.2) | (134.6) | |
| Distributions received from investments accounted for using the equity method | 217.6 | 79.0 | |
| Income and withholding taxes paid | (1.0) | 0.1 | |
| Proceeds from sale of property classified as inventory | 221.8 | 69.3 | |
| Payments for property classified as inventory | (53.3) | (23.1) | |
| Net cash inflow/(outflow) from operating activities | 20(a) | 661.4 | 418.3 |
| Cash flows from investing activities | |||
| Proceeds from sale of investment properties | 144.1 | 172.9 | |
| Payments for capital expenditure on investment properties | (93.9) | (110.0) | |
| Payments for acquisition of investment properties | (14.8) | - | |
| Payments for acquisition of subsidiaries | (160.0) | - | |
| Payments for investments accounted for using the equity method | (263.9) | (1,103.4) | |
| Transaction costs paid | (7.5) | (14.0) | |
| Return of capital from investments accounted for using the equity method | 372.6 | - | |
| Payments for management rights | - | (42.0) | |
| Payments for plant and equipment | (12.1) | (4.0) | |
| Net cash inflow/(outflow) from investing activities | (35.5) | (1,100.5) | |
| Cash flows from financing activities | |||
| Proceeds from borrowings | 3,003.5 | 4,557.8 | |
| Repayment of borrowings | (3,408.0) | (3,848.3) | |
| Repayment of loan with related party | (338.4) | - | |
| Proceeds from loan with related party | - | 338.4 | |
| Payments for buy-back of contributed equity | - | (75.3) | |
| Proceeds from issue of additional equity | 471.4 | - | |
| Purchase of securities for security-based payments plans | (4.0) | (3.1) | |
| Distributions paid to security holders | (351.5) | (288.3) | |
| Net cash inflow/(outflow) from financing activities | (627.0) | 681.2 | |
| Net increase/(decrease) in cash and cash equivalents | (1.1) | (1.0) | |
| Cash and cash equivalents at the beginning of the year | 14.1 | 14.9 | |
| Effects of exchange rate changes on cash and cash equivalents | - | 0.2 | |
| Cash and cash equivalents at the end of the year | 13.0 | 14.1 |
About this Report
In this section
This section sets out the basis upon which the Group's Financial Statements are prepared.
Specific accounting policies are described in their respective notes to the Financial Statements. This section also shows information on new or amended accounting standards and their impact on the financial position and performance of the Group.
(a) Basis of preparation
DEXUS Property Group stapled securities are quoted on the Australian Securities Exchange under the "DXS" code and comprise one unit in each of DDF, DIT, DOT and DXO. In accordance with Australian Accounting Standards, the entities within the Group must be consolidated for financial reporting purposes. The parent entity and deemed acquirer of DIT, DOT and DXO is DDF. These Financial Statements therefore represent the consolidated results of DDF, and include DDF and its controlled entities, DIT and its controlled entities, DOT and its controlled entities, and DXO and its controlled entities.
Equity attributable to other trusts stapled to DDF is a form of non-controlling interest and represents the equity of DIT, DOT and DXO. The amount of non-controlling interest attributable to stapled security holders is disclosed in the Statement of Financial Position. DDF is a for-profit entity for the purpose of preparing Financial Statements.
Each entity forming part of the Group 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. DEXUS Funds Management Limited (DXFM) as Responsible Entity for DDF, DIT, DOT and DXO may only unstaple the Group if approval is obtained by a special resolution of the stapled security holders.
These general purpose Financial Statements have been prepared in accordance with the requirements of the Constitution of the entities within the Group, the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements and interpretations of the Australia Accounting Standards Board. Compliance with Australian Accounting Standards ensures that the Financial Statements and notes also comply with International Financial Reporting Standards (IFRS).
Amounts in these Financial Statements have been presented in Australian dollars and rounded off in accordance with ASIC Class Order 98/100 to the nearest tenth of a million dollars, unless otherwise indicated.
These Financial Statements are prepared on a going concern basis, using historical cost conventions except for investment properties, investment properties within equity accounted investments, security-based payments, derivative financial instruments and other financial liabilities which are stated at their fair value. Refer to the specific accounting policies within the notes to the Financial Statements for the basis of valuation of assets and liabilities measured at fair value.
The Group has unutilised facilities of \$758.1 million (2014: \$462.3 million) (refer to note 13) and sufficient working capital and cash flows in order to fund all requirements arising from the net current asset deficiency as at 30 June 2015 of \$277.5 million (2014: \$99.1 million).
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
Critical accounting estimates
In the process of applying the Group's accounting policies, management has made a number of judgements and applied estimates of future events. Judgements and estimates which are material to the financial report are discussed in the following notes:
| Note 8 | Investment properties | Page 62 |
|---|---|---|
| Note 10 | Inventories | Page 67 |
| Note 12(b) | Interest bearing liabilities | Page 76 |
| Note 12(c) | Derivative financial instruments | Page 78 |
| Note 18 | Intangible assets | Page 89 |
| Note 21 | Security-based payments | Page 91 |
(b) Principles of consolidation
These consolidated Financial Statements incorporate the assets, liabilities and results of all subsidiaries as at 30 June 2015.
(i) Controlled entities
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
(ii) Joint arrangements
Investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations each investor has, rather than the legal structure of the joint arrangement.
Joint operations
Where assets are held directly as tenants in common, the Group's proportionate share of revenues, expenses, assets and liabilities are included in their respective items of the Statement of Financial Position and Statement of Comprehensive Income.
Joint ventures
Investments in joint ventures are accounted for using the equity method. Under this method, the Group's share of the joint ventures' post-acquisition profits or losses is recognised in the Statement of Comprehensive Income and distributions received from joint ventures are recognised as a reduction of the carrying amount of the investment.
(iii) Employee share trust
The Group has formed a trust to administer the Group's securities-based employee benefits. The employee share trust is consolidated as the substance of the relationship is that the trust is controlled by the Group.
(c) Foreign currency
The Financial Statements are presented in Australian dollars.
Foreign currency transactions are translated into the Australian dollars functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of financial assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.
On 18 November 2014, settlement occurred on the sale of Lumley Centre in New Zealand. The cumulative historical exchange differences recognised in the foreign currency translation reserve were recycled to the Statement of Comprehensive Income on disposal of this foreign operation.
As at 30 June 2015, the Group has no investments in foreign operations.
(d) Goods and services tax
Revenues, expenses and capital assets are recognised net of any amount of Australian Goods and Services Tax (GST), except where the amount of GST incurred is not recoverable. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Cash flows are included in the Statement of Cash Flows on a gross basis. The GST component of cash flows arising from investing and financing activities that is recoverable from or payable to the Australian Taxation Office is classified as cash flows from operating activities.
(e) New accounting standards and interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June 2015 reporting period. The Group's assessment of the impact of these new standards and interpretations is set out below:
AASB 9 Financial Instruments (effective 1 July 2018).
AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. It also sets out new rules for hedge accounting and impairment of financial assets. The Group intends to apply the standard from 1 July 2018. Application of this standard will not affect any of the amounts recognised in the Financial Statements but will require the disclosure of additional information.
AASB 15 Revenue from Contracts with Customers (effective 1 July 2018).
AASB 15 Revenue from Contracts with Customers clarifies the principles for recognising revenue from contracts with customers. It applies to all contracts with customers except leases, financial instruments and insurance contracts. The Group intends to apply the standard from 1 July 2018 and does not expect any significant impacts.
(f) Notes to the Financial Statements
The notes include information which is required to understand the Financial Statements and is material and relevant to the operations, financial position and performance of the Group. Information is considered material and relevant if, for example:
- the amount in question is significant because of its size or nature;
- it is important in understanding the results of the Group;
- it helps to explain the impact of significant changes in the Group's business;
- it relates to an aspect of the Group's operations that is important to its future performance.
The notes to the Financial Statements have been reordered and rewritten in order to provide more meaningful information to the readers of the Financial Statements. The notes are organised into the following sections:
| Group performance | Property portfolio assets | Capital and financial risk management and working capital |
Other disclosures |
|---|---|---|---|
| 1. Operating segments | 8. Investment properties | 12. Capital and financial risk management |
18. Intangible assets |
| 2. Property revenue and expenses |
9. Investments accounted for using the equity method |
13. Interest bearing liabilities |
19. Audit, taxation and transaction services fees |
| 3. Management operations, corporate and administration expenses |
10. Inventories | 14. Commitments and contingencies |
20. Reconciliation of net profit to net cash flows from operating activities |
| 4. Finance costs | 11. Non-current assets classified as held for sale |
15. Contributed equity | 21. Security-based payments |
| 5. Taxation | 16. Reserves and retained profits |
22. Related parties | |
| 6. Earnings per unit | 17. Working capital | 23. Parent entity disclosures |
|
| 7. Distributions paid and payable |
24. Subsequent events |
Group performance
In this section
This section explains the results and performance of the Group.
It provides additional information about those individual line items in the Financial Statements that the Directors consider most relevant in the context of the operations of the Group, including: results by operating segment, property revenue and expenses, management operations, corporate and administration expenses, finance costs, taxation, earnings per unit and distributions paid and payable.
The key indicators of the Group performance are detailed in the following table:
| 2015 | 2014 | 2013 | 2012 | 2011 | |
|---|---|---|---|---|---|
| Statutory net profit (\$m) | 618.7 | 406.6 | 514.5 | 182.9 | 555.1 |
| FFO1 (\$m) | 544.5 | 446.6 | 388.0 | 395.2 | 386.6 |
| AFFO1 (\$m) | 369.8 | 310.7 | 290.1 | 269.3 | 234.1 |
| Distribution (\$m) | 385.6 | 315.4 | 282.1 | 257.4 | 250.7 |
| NTA2 (\$m) | 6,485 | 5,761 | 4,948 | 4,784 | 4,878 |
| FFO1 per security3 (cents) |
59.5 | 54.4 | 49.4 | 49.0 | 48.0 |
| AFFO1 per security3 (cents) |
40.4 | 37.9 | 36.9 | 33.4 | 29.0 |
| Distribution per security3 (cents) |
41.04 | 37.56 | 36.00 | 32.10 | 31.08 |
| NTA2 per security3 (\$) |
6.68 | 6.36 | 6.31 | 6.00 | 6.05 |
| Return on equity4 | 11.5% | 6.7% | 11.2% | 4.5% | 11.8% |
| Gearing (look-through)5 | 28.5% | 33.7% | 29.0% | 27.2% | 28.4% |
1 Funds From Operations (FFO) is defined in note 1.
FFO and AFFo have been restated for previous periods to reflect the PCA definition.
2 Net Tangible Assets (NTA) is calculated as total assets less intangible assets.
3 Restated to reflect the one-for-six security consolidation.
4 Change in NTA per security plus distribution per security divided by previous year's NTA per security.
5 Gearing calculation is detailed in note 12(a) and is adjusted for cash and for debt in equity accounted investments.
Operating segments
(a) Description of segments
The Chief Operating Decision Maker (CODM) has been identified as the Board of Directors as they are responsible for the strategic decision making within the Group. DXS management has identified the Group's operating segments based on the sectors analysed within the management reports reviewed by the CODM in order to monitor performance across the Group and to appropriately allocate resources. Refer to the table below for a brief description of the Group's operating segments.
| Segment | Description |
|---|---|
| Office | Office space with any associated retail space; as well as car parks and office developments in Australia and New Zealand. |
| Industrial | Domestic industrial properties, industrial estates and industrial developments. |
| Property management | Property management services for third party clients and owned assets. |
| Funds management | Funds management of third party client assets. |
| Development and trading | Revenue earned and costs incurred by the Group on developments and inventory. |
| All other segments | Corporate expenses associated with maintaining and operating the Group. This segment also includes the centralised treasury function. |
DEXUS Diversified Trust
Notes to the Financial Statements – Group performance (continued) For the year ended 30 June 2015
Note 1
Operating segments (continued)
(b) Segment information provided to the CODM (continued)
| Office | Industrial | Property management |
Funds management |
Development and trading |
All other segments |
Eliminations | Total | |
|---|---|---|---|---|---|---|---|---|
| 30 June 2015 | \$m | \$m | \$m | \$m | \$m | \$m | \$m | \$m |
| Segment performance measures | ||||||||
| Property revenue and property management fees | 607.4 | 133.1 | 17.2 | - | - | - | (0.8) | 756.9 |
| Proceeds from sale of inventory | - | - | - | - | 220.1 | - | - | 220.1 |
| Management fee revenue | - | - | 32.5 | 40.5 | 6.4 | - | - | 79.4 |
| Total operating segment revenue | 607.4 | 133.1 | 49.7 | 40.5 | 226.5 | - | (0.8) | 1,056.4 |
| Property expenses and property management salaries | (156.0) | (25.1) | (12.2) | - | - | - | - | (193.3) |
| Management operations expenses | - | - | (24.3) | (15.8) | (6.2) | - | - | (46.3) |
| Corporate and administration expenses | (7.4) | (1.7) | - | - | - | (30.4) | 0.8 | (38.7) |
| Cost of sale of inventory | - | - | - | - | (172.2) | - | - | (172.2) |
| Interest revenue | - | - | - | - | - | 1.0 | - | 1.0 |
| Finance costs | - | - | - | - | - | (151.8) | - | (151.8) |
| Incentive amortisation and rent straight-line | 73.9 | 6.0 | - | - | - | - | - | 79.9 |
| Tax expense | - | - | - | - | (5.3) | (0.8) | - | (6.1) |
| Coupon income and other | 15.4 | - | - | - | - | 0.2 | - | 15.6 |
| Funds From Operations (FFO) | 533.3 | 112.3 | 13.2 | 24.7 | 42.8 | (181.8) | - | 544.5 |
| Net fair value gain/(loss) of investment properties | 213.5 | 27.5 | - | - | - | - | - | 241.0 |
| Net fair value gain/(loss) of derivatives | - | - | - | - | - | (31.1) | - | (31.1) |
| Foreign currency translation reserve transfer | - | - | - | - | - | (2.1) | - | (2.1) |
| Net gain/(loss) on sale of investment properties | (2.4) | (0.7) | - | - | - | - | - | (3.1) |
| Net fair value gain/(loss) of interest bearing liabilities | - | - | - | - | - | (15.9) | - | (15.9) |
| Incentive amortisation and rent straight-line | (73.9) | (6.0) | - | - | - | - | - | (79.9) |
| Deferred tax (expense)/ benefit | - | - | - | - | - | (19.2) | - | (19.2) |
| Coupon income | (15.5) | - | - | - | - | - | - | (15.5) |
| Net profit/(loss) attributable to stapled security holders | 655.0 | 133.1 | 13.2 | 24.7 | 42.8 | (250.1) | - | 618.7 |
| Segment asset measures | ||||||||
| Investment properties | 4,795.5 | 1,411.8 | - | - | - | - | - | 6,207.3 |
| Non-current assets held for sale Inventories |
- - |
5.5 - |
- - |
- - |
- 274.8 |
- - |
- - |
5.5 274.8 |
| 2,983.9 | 61.9 | |||||||
| Equity accounted investment properties | - | - | - | - | - | 3,045.8 | ||
| Direct property portfolio | 7,779.4 | 1,479.2 | - | - | 274.8 | - | - | 9,533.4 |
DEXUS Diversified Trust
Notes to the Financial Statements – Group performance (continued) For the year ended 30 June 2015
Note 1
Operating segments (continued)
(b) Segment information provided to the CODM (continued)
| Office | Industrial | Property management |
Funds management |
Development and trading |
All other segments |
Eliminations | Total | |
|---|---|---|---|---|---|---|---|---|
| 30 June 2014 | \$m | \$m | \$m | \$m | \$m | \$m | \$m | \$m |
| Segment performance measures | ||||||||
| Property revenue and property management fees | 540.4 | 146.3 | 13.6 | - | - | - | (0.6) | 699.7 |
| Proceeds from sale of inventory | - | - | - | - | 69.3 | - | - | 69.3 |
| Management fee revenue | - | - | 22.5 | 32.0 | 1.4 | - | - | 55.9 |
| Total operating segment revenue | 540.4 | 146.3 | 36.1 | 32.0 | 70.7 | - | (0.6) | 824.9 |
| Property expenses & property management salaries | (137.9) | (25.8) | (8.9) | - | - | - | - | (172.6) |
| Management operations expenses | - | - | (17.4) | (13.9) | (3.0) | - | - | (34.3) |
| Corporate and administration expenses | (7.6) | (3.2) | - | - | - | (27.5) | 0.6 | (37.7) |
| Cost of sale of inventory | - | - | - | - | (65.3) | - | - | (65.3) |
| Interest revenue | - | - | - | - | - | 0.7 | - | 0.7 |
| Finance costs | - | - | - | - | - | (140.1) | - | (140.1) |
| Incentive amortisation and rent straight-line | 52.6 | 5.5 | - | - | 0.3 | - | - | 58.4 |
| Tax expense | - | - | - | - | - | (0.5) | - | (0.5) |
| Coupon income and net CPA distribution income | 7.9 | - | - | - | - | 5.2 | - | 13.1 |
| Funds From Operations (FFO) | 455.4 | 122.8 | 9.8 | 18.1 | 2.7 | (162.2) | - | 446.6 |
| Net fair value gain of investment properties | 155.3 | 10.2 | - | - | - | - | - | 165.5 |
| Net fair value loss of derivatives | - | - | - | - | - | (52.9) | - | (52.9) |
| Finance costs attributable to sales transactions | - | - | - | - | - | (4.5) | - | (4.5) |
| CPA transaction costs | - | - | - | - | - | (76.7) | - | (76.7) |
| Foreign currency translation reserve transfer | - | - | - | - | - | 0.8 | - | 0.8 |
| Net loss on sale of investment properties | (4.2) | (4.1) | - | - | - | - | - | (8.3) |
| Net fair value gain of interest bearing liabilities | - | - | - | - | - | 12.3 | - | 12.3 |
| Incentive amortisation and rent straight-line | (52.6) | (5.5) | - | - | (0.3) | - | - | (58.4) |
| Reversal of impairment of management rights | - | - | - | - | - | 7.3 | - | 7.3 |
| Deferred tax expense | - | - | - | - | - | (12.0) | - | (12.0) |
| Coupon income and net CPA distribution income | (7.9) | - | - | - | - | (5.2) | - | (13.1) |
| Net profit/(loss) attributable to stapled security holders | 546.0 | 123.4 | 9.8 | 18.1 | 2.4 | (293.1) | - | 406.6 |
| Segment asset measures | ||||||||
| Investment properties | 4,673.6 | 1,252.9 | - | - | - | - | - | 5,926.5 |
| Non-current assets held for sale | 130.1 | 9.5 | - | - | - | - | - | 139.6 |
| Inventories | - | - | - | - | 316.2 | - | - | 316.2 |
| Equity accounted investment properties | 2,717.8 | 29.3 | - | - | - | - | - | 2,747.1 |
| Direct property portfolio | 7,521.5 | 1,291.7 | - | - | 316.2 | - | - | 9,129.4 |
Operating segments (continued)
- (c) Other segment information
- (i) Funds From Operations (FFO)
On 1 July 2014, the Group adopted the Property Council of Australia definition of FFO. Comparative information has been adjusted to reflect this change. The Directors consider FFO to be a measure that reflects the underlying performance of the Group. FFO is calculated as net profit for the year adjusted for: property revaluations, impairments, derivative and FX mark-to-market impacts, fair value movements of interest bearing liabilities, amortisation of tenant incentives, gain/loss on sale of certain assets, straight line rent adjustments, deferred tax expense/benefit, rental guarantees, coupon income and distribution income net of funding costs.
(ii) Reconciliation of segment revenue to the Statement of Comprehensive Income
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Gross operating segment revenue | 1,056.4 | 824.9 |
| Share of property revenue from joint ventures | (208.1) | (127.4) |
| Share of management fees charged to joint ventures | 10.2 | 2.1 |
| Interest revenue | 0.4 | 0.2 |
| Total revenue from ordinary activities | 858.9 | 699.8 |
(iii) Reconciliation of segment assets to the Statement of Financial Position
The amounts provided to the CODM as a measure of segment assets is the direct property portfolio. The direct property portfolio values are allocated based on the operations of the segment and physical location of the asset and are measured in a manner consistent with the Statement of Financial Position. The reconciliation below reconciles the total direct property portfolio balance to total assets in the Statement of Financial Position.
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Direct property portfolio1 | 9,533.4 | 9,129.4 |
| Cash and cash equivalents | 13.0 | 14.1 |
| Receivables | 55.5 | 111.6 |
| Intangible assets | 292.2 | 292.6 |
| Derivative financial instruments | 384.9 | 80.2 |
| Deferred tax assets | 10.8 | 35.9 |
| Plant and equipment | 20.5 | 10.8 |
| Prepayments and other assets2 | (220.3) | 76.3 |
| Total assets | 10,090.0 | 9,750.9 |
1 Includes the Group's portion of investment properties accounted for using the equity method.
2 Other assets include the Group's share of total net assets of its investments accounted for using the equity method less the Group's share of the investment property value which is included in the direct property portfolio.
Property revenue and expenses
Rental revenue is recognised on a straight-line basis over the lease term for leases with fixed rent review clauses.
Prospective tenants may be offered incentives as an inducement to enter into operating leases. These incentives may take various forms including cash payments, rent free periods, or a contribution to certain lessee costs such as fit-out costs or relocation costs. The costs of incentives are recognised as a reduction of rental revenue on a straight-line basis from the lease commencement date to the end of the lease term. The carrying amount of the lease incentives is reflected in the fair value of investment properties.
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Rent and recoverable outgoings | 549.3 | 568.6 |
| Incentive amortisation | (61.9) | (59.5) |
| Other revenue | 61.4 | 63.2 |
| Total property revenue | 548.8 | 572.3 |
Property expenses of \$142.8 million (2014: \$141.4 million) include rates, taxes and other property outgoings incurred in relation to investment properties.
Note 3
Management operations, corporate and administration expenses
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Audit, taxation, legal and other professional fees | 6.6 | 3.7 |
| Depreciation and amortisation | 2.8 | 2.3 |
| Employee benefits expense and other staff expenses | 69.2 | 56.9 |
| Administration and other expenses | 7.7 | 8.4 |
| Management operations, corporate and administration expenses | 86.3 | 71.3 |
Note 4
Finance costs
Borrowing costs include interest, amortisation or ancillary costs incurred in connection with arrangement of borrowings and net fair value movements of interest rate swaps. Borrowing costs are expensed as incurred unless they relate to qualifying assets.
Qualifying assets include investment properties and inventories which take more than 12 months to develop for their intended use or sale. In these circumstances, borrowing costs are capitalised to the cost of the asset during the period of time that is required to complete and develop the asset for its intended use or sale. To the extent that funds are borrowed generally to fund development, the amount of borrowing costs to be capitalised to qualifying assets must be determined by using a weighted average capitalisation rate.
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Interest paid/payable | 135.8 | 135.5 |
| Net fair value loss of interest rate swaps | 57.7 | 51.3 |
| Amount capitalised | (6.0) | (6.1) |
| Other finance costs | 4.9 | 4.8 |
| Finance costs attributable to sales transactions | - | 4.5 |
| Total finance costs | 192.4 | 190.0 |
The average capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation is 7.00% (2014: 7.00%).
Note 5 Taxation
Under current Australian income tax legislation, DDF, DIT and DOT are not liable for income tax provided they satisfy certain legislative requirements, which were met in the current and previous financial years. DXO is liable for income tax and has formed a tax consolidated group with its wholly owned and controlled Australian entities. As a consequence, these entities are taxed as a single entity.
Income tax expense is comprised of current and deferred tax expense. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or directly in equity, respectively.
Current tax expense represents the expense relating to the expected taxable income at the applicable rate of the financial year.
Deferred tax expense represents the tax expense in respect of the future tax consequences of recovering or settling the carrying amount of an asset or liability. Deferred income tax liabilities are recognised for all taxable temporary differences. Deferred income tax assets are recognised for all deductible temporary differences and unused tax losses, to the extent it is probable that future taxable profit will be available to utilise them.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.
The carrying amount of deferred income tax assets is reviewed at balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to utilise them.
DOT NZ Sub-Trust No.1, a wholly owned Australian sub-trust of DOT, is liable for New Zealand corporate tax on its New Zealand taxable income at the rate of 28%. In addition, until November 2014 when the Group disposed of its property in New Zealand, a deferred tax liability and its related deferred tax expense was recognised on differences between the tax cost base and the accounting carrying value of the New Zealand property.
(a) Income tax (expense)/benefit
| 2015 | 2014 | ||
|---|---|---|---|
| Note | \$m | \$m | |
| Current tax (expense)/benefit | (0.8) | (0.5) | |
| Deferred tax (expense)/benefit | (24.5) | (12.0) | |
| Total tax (expense)/benefit | (25.3) | (12.5) | |
| Deferred income tax expense included in income tax (expense)/benefit comprises: | |||
| (Decrease)/increase in deferred tax assets | 5(c) | (25.1) | (3.5) |
| (Increase)/decrease in deferred tax liabilities | 5(d) | 0.6 | (8.5) |
| Total deferred tax expense | (24.5) | (12.0) |
Taxation (continued)
(b) Reconciliation of income tax (expense)/benefit to net profit
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Profit/(loss) before tax | 644.0 | 419.1 |
| Less amounts not subject to income tax | (551.7) | (357.7) |
| 92.3 | 61.4 | |
| Prima facie tax (expense)/benefit at the Australian tax rate of 30% (2014: 30%) | (27.7) | (18.4) |
| Tax effect of amounts which are not deductible/(taxable) in calculating taxable income: | ||
| Depreciation and amortisation | 2.1 | 2.3 |
| Reversal of previous impairment | - | 2.2 |
| Movements in the carrying value and tax cost base of properties | 7.7 | 0.2 |
| Accounting loss on sale of assets | (7.2) | (0.1) |
| Reversal of prior year income tax liability | - | 1.0 |
| Other timing differences | (0.2) | 0.3 |
| 2.4 | 5.9 | |
| Tax (expense)/benefit | (25.3) | (12.5) |
(c) Deferred tax assets
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| The balance comprises temporary differences attributable to: | ||
| Derivative financial instruments | - | 0.1 |
| Tax losses | 1.0 | 25.2 |
| Employee provisions | 8.3 | 9.6 |
| Other | 1.5 | 1.0 |
| Total non-current assets - deferred tax assets | 10.8 | 35.9 |
| Movements: | ||
| Opening balance at the beginning of the year | 35.9 | 39.4 |
| (Utilisation)/recognition of tax losses | (24.3) | (2.3) |
| Movement in deferred tax asset arising from temporary differences | (0.8) | (1.2) |
| (Charged)/credited to the Statement of Comprehensive Income | (25.1) | (3.5) |
| Closing balance at the end of the year | 10.8 | 35.9 |
The tax losses are expected to be fully utilised by 30 June 2016.
Taxation (continued)
(d) Deferred tax liabilities
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| The balance comprises temporary differences attributable to: | ||
| Derivatives financial instruments | 2.2 | 2.8 |
| Intangible assets | 1.9 | 2.0 |
| Investment properties | 12.7 | 16.0 |
| Other | 0.4 | 0.3 |
| Total non-current liabilities - deferred tax liabilities | 17.2 | 21.1 |
| Movements | ||
| Opening balance at the beginning of the year | 21.1 | 12.1 |
| Movement in deferred tax liability arising from temporary differences | (0.6) | 8.5 |
| Transfer to current tax liability | (3.3) | - |
| Foreign currency translation | - | 0.5 |
| Charged/(credited) to the Statement of Comprehensive Income | (3.9) | 9.0 |
| Closing balance at the end of the year | 17.2 | 21.1 |
Note 6
Earnings per unit
Earnings per unit are determined by dividing the net profit attributable to unitholders by the weighted average number of ordinary units outstanding during the year. Diluted earnings per unit are adjusted from the basic earnings per unit by taking into account the impact of dilutive potential units.
The weighted average number of units has been adjusted to reflect the one-for-six security consolidation.
(a) Net profit used in calculating basic and diluted earnings per unit
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Profit attributable to unitholders of the parent entity | 174.7 | 141.4 |
| Profit attributable to stapled security holders | 618.7 | 406.6 |
(b) Weighted average number of units used as a denominator
| 2015 | 2014 | |
|---|---|---|
| No. of securities | No. of securities1 | |
| Weighted average number of units outstanding used in calculation of basic | ||
| and diluted earnings per unit | 915,462,824 | 820,257,691 |
1 Restated to reflect the one-for-six security consolidation.
Distributions paid and payable
Distributions are recognised when declared.
(a) Distribution to security holders
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| 31 December (paid 27 February 2015) | 178.2 | 142.1 |
| 30 June (payable 31 August 2015) | 207.4 | 173.3 |
| Total distributions to security holders | 385.6 | 315.4 |
(b) Distribution rate
| 2015 | 2014 | |
|---|---|---|
| Cents per | Cents per | |
| security | security1 | |
| 31 December (paid 27 February 2015) | 19.68 | 18.42 |
| 30 June (payable 31 August 2015) | 21.36 | 19.14 |
| Total distributions | 41.04 | 37.56 |
| 1 Restated to reflect the one-for-six security consolidation. |
||
| (c) Franked dividends | ||
| 2015 | 2014 | |
| \$m | \$m | |
| Opening balance at the beginning of the year | 9.8 | 16.2 |
| Franking credits utilised for payment of distribution | - | (6.4) |
| Closing balance at the end of the year | 9.8 | 9.8 |
Property portfolio assets
In this section
The following table summarises the property portfolio assets detailed in this section:
| Office | Industrial | Total | ||
|---|---|---|---|---|
| 30 June 2015 | Note | \$m | \$m | \$m |
| Investment properties | 8 | 4,795.5 | 1,411.8 | 6,207.3 |
| Equity accounted investments | 9 | 2,983.9 | 61.9 | 3,045.8 |
| Inventories | 10 | 42.9 | 231.9 | 274.8 |
| Assets held for sale | 11 | - | 5.5 | 5.5 |
| Total | 7,822.3 | 1,711.1 | 9,533.4 |
These assets are used to generate the Group's performance and are considered to be the most relevant to the operations of the Group. The assets are detailed in the following notes:
-
Investment properties: relates to investment properties, both stabilised and under development.
-
Investments accounted for using the equity method: provides summarised financial information on the material joint ventures and other joint ventures. The Group's joint ventures comprise interests in property portfolio assets held through investments in trusts.
-
Inventories: relates to the Group's ownership of industrial and office assets or land held for repositioning, development and sale;
-
Non-current assets classified as held for sale: relates to investment properties which are expected to be sold within 12 months of the balance sheet date and are currently being marketed for sale.
The list of property portfolio assets is detailed in the Property Synopsis, available at www.dexus.com/investor-centre/dxs/announcements/asx.
Note 8
Investment properties
The Group's investment properties consist of properties held for long-term rental yields and/or capital appreciation and property that is being constructed or developed for future use as investment property. Investment properties are initially recognised at cost including transaction costs. Investment properties are subsequently recognised at fair value in the Financial Statements.
The basis of valuations of investment properties is fair value, being the price that would be received to sell the asset in an orderly transaction between market participants at the measurement date.
Changes in fair values are recorded in the Statement of Comprehensive Income. The gain or loss on disposal of an investment property 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 Statement of Comprehensive Income in the year of disposal.
Subsequent redevelopment and refurbishment costs (other than repairs and maintenance) are capitalised to the investment property where they result in an enhancement in the future economic benefits of the property.
Leasing fees incurred and incentives provided are capitalised and amortised over the lease periods to which they relate.
Investment properties (continued)
(a) Reconciliation
| Office | Industrial | Development | 2015 | 2014 | ||
|---|---|---|---|---|---|---|
| Note | \$m | \$m | \$m | \$m | \$m | |
| Opening balance at the beginning of the year | 4,673.6 | 1,213.9 | 39.0 | 5,926.5 | 6,085.0 | |
| Additions | 42.4 | 8.3 | 11.2 | 61.9 | 71.9 | |
| Acquisitions | - | 114.4 | - | 114.4 | - | |
| Lease incentives | 62.4 | 14.9 | - | 77.3 | 75.4 | |
| Amortisation of lease incentives | (53.4) | (7.0) | - | (60.4) | (57.4) | |
| Rent straightlining | 2.5 | 1.0 | - | 3.5 | 8.4 | |
| Disposals | (0.2) | (1.6) | (6.9) | (8.7) | (172.5) | |
| Transfers to non-current assets classified as held for sale | 11 | - | (5.5) | - | (5.5) | (139.6) |
| Transfers to inventories | 10 | (30.4) | - | (1.6) | (32.0) | (101.4) |
| Net fair value gain/(loss) of investment properties | 98.6 | 32.3 | (0.6) | 130.3 | 145.7 | |
| Foreign exchange differences | - | - | - | - | 11.0 | |
| Closing balance at the end of the year | 4,795.5 | 1,370.7 | 41.1 | 6,207.3 | 5,926.5 |
Acquisitions
On 16 January 2015, settlement occurred on the acquisition of Lakes Business Park, 2-13 Lord Street, Botany, for \$153.5 million excluding acquisition costs. This comprises \$109.8 million (\$114.4 million including acquisition costs) classified as investment property and \$43.7 million (\$45.6 million including acquisition costs) classified as inventory. Refer note 10.
Disposals
- On 23 January 2015, 79A Egerton Street, Silverwater, NSW, was disposed of for gross proceeds of \$1.7 million (carrying value of \$1.6 million).
- During the year, three land parcels of Quarry Greystanes, NSW, were disposed of for gross proceeds of \$6.3 million (carrying value of \$6.9 million).
(b) Valuation process
Independent valuations are carried out for each individual property at least once every three years by a member of the Australian Property Institute of Valuers. Each valuation firm and its signatory valuer are appointed on the basis that they are engaged for no more than three consecutive valuations. Independent valuations may be undertaken earlier where the Responsible Entity believes there is potential for a material change in the fair value of the property being the greatest of 5% of the asset value, or \$5 million.
The Group's investment properties are required to be internally valued at least every six months unless they have been independently valued during the current reporting period. Internal valuations are compared to the carrying value of investment properties at the reporting date. Where the Directors determine the internal valuations present a more reliable estimate of fair value the internal valuation is adopted as book value. Internal valuations are performed by the Group's internal valuers who hold recognised relevant professional qualifications and have previous experience as property valuers from major real estate valuation firms.
An appropriate valuation methodology is utilised according to asset class. In relation to office and industrial assets this includes the capitalisation approach (market approach) and the discounted cash flow approach (income approach). The valuation is also compared to, and supported by, direct comparison to recent market transactions. The adopted capitalisation rates and discount rates are determined based on industry expertise and knowledge and, where possible, a direct comparison to third party rates for similar assets in a comparable location. Rental revenue from current leases and assumptions about future leases, as well as any expected operational cash outflows in relation to the property, are also built into each asset assessment of fair value.
In relation to development properties under construction for future use as investment property, where reliably measurable, fair value is determined based on the market value of the property on the assumption it had already been completed at the valuation date (using the methodology as outlined above) less costs still required to complete the project, including an appropriate adjustment for industry benchmarked profit and development risk.
Investment properties (continued)
(c) Fair value measurement, valuation techniques and inputs
The following table represents the level of the fair value hierarchy and the associated unobservable inputs utilised in the fair value measurement for each class of investment property.
| Fair value | Range of | ||||||
|---|---|---|---|---|---|---|---|
| Class of | Fair value | 2015 | 2014 | unobservable inputs | |||
| property | hierarchy | \$'000 | \$'000 Inputs used to measure fair value | 2015 | 2014 | ||
| Office1 | Level 3 | 4,795.5 | 4,673.6 Adopted capitalisation rate | 5.83% - 8.25% | 6.05% - 8.50% | ||
| Adopted discount rate | 7.76% - 9.50% | 8.09% - 9.50% | |||||
| Adopted terminal yield | 5.87% - 8.50% | 6.05% - 12.65% | |||||
| Current net market rental (per sqm) | \$338 - \$1,141 | \$334 - \$1,065 | |||||
| 10 year average market rental growth | 2.14% - 3.84% | 2.10% - 3.87% | |||||
| Industrial | Level 3 | 1,370.7 | 1,213.9 Adopted capitalisation rate | 6.75% - 11.00% | 7.13% - 11.00% | ||
| Adopted discount rate | 8.25% - 11.50% | 9.00% - 11.50% | |||||
| Adopted terminal yield | 7.00% - 11.00% | 7.63% - 11.00% | |||||
| Current net market rental (per sqm) | \$40 - \$305 | \$43 - \$300 | |||||
| 10 year average market rental growth | 2.45% - 3.52% | 2.52% - 3.26% | |||||
| Development | Level 3 | 41.1 | 39.0 Adopted capitalisation rate | 6.50% | 7.13% | ||
| Land rate (per sqm) | \$35 - \$418 | \$50 - \$418 | |||||
| Total | 6,207.3 | 5,926.5 |
1 Excludes car parks.
Key estimates: inputs used to measure fair value of investment properties
Judgement is required in determining the following key assumptions:
- Adopted capitalisation rate: The rate at which net market rental revenue is capitalised to determine the value of a property. The rate is determined with regard to market evidence and the prior external valuation.
- Adopted discount rate: The rate of return used to convert cash flows, payable or receivable in the future, into present value. It reflects the opportunity cost of capital, that is, the rate of return the cash can earn if put to other uses having similar risk. The rate is determined with regard to market evidence and the prior external valuation.
- Adopted terminal yield: The capitalisation rate used to convert the future net market rental revenue into an indication of the anticipated value of the property at the end of the holding period when carrying out a discounted cash flow calculation. The rate is determined with regard to market evidence and the prior external valuation.
- Net market rental (per sqm): The net market rent is the estimated amount for which a property should lease between a lessor and a lessee on appropriate lease terms in an arm's length transaction.
- 10 year average market rental growth: The expected annual rate of change in market rent over a 10 year forecast period in alignment with expected market movements. The rate is determined with reference to forecast market movements.
- Land rate (per sqm): The land rate is the market land value per sqm.
Investment properties (continued)
(d) Sensitivity information
Significant movement in any one of the inputs listed in the table above may result in a change in the fair value of the Group's investment properties as shown below:
| Significant inputs | Fair value measurement sensitivity to significant increase in input |
Fair value measurement sensitivity to significant decrease in input |
|---|---|---|
| Adopted capitalisation rate Adopted discount rate Adopted terminal yield |
Decrease | Increase |
| Net market rental (per sqm) 10 year average market rental growth Land rate (per sqm) |
Increase | Decrease |
Generally, a change in the assumption made for the adopted capitalisation rate is often accompanied by a directionally similar change in the adopted terminal yield. The adopted capitalisation rate forms part of the capitalisation approach whilst the adopted terminal yield forms part of the discounted cash flow approach.
Under the capitalisation approach, the net market rental has a strong interrelationship with the adopted capitalisation rate as the fair value of the investment property is derived by capitalising, in perpetuity, the total net market rent receivable. An increase (softening) in the adopted capitalisation rate may offset the impact to fair value of an increase in the total net market rent. A decrease (tightening) in the adopted capitalisation rate may also offset the impact to fair value of a decrease in the total net market rent. A directionally opposite change in the total net market rent and the adopted capitalisation rate may increase the impact to fair value.
The discounted cash flow is primarily made up of the discounted cash flow of net income over the cash flow period and the discounted terminal value (which is largely based upon market rents grown at forecast market rental growth rates capitalised at an adopted terminal yield). An increase (softening) in the adopted discount rate may offset the impact to fair value of a decrease (tightening) in the adopted terminal yield. A decrease (tightening) in the discount rate may offset the impact to fair value of an increase (softening) in the adopted terminal yield. A directionally similar change in the adopted discount rate and the adopted terminal yield may increase the impact to fair value.
A decrease (softening) in the forecast rental growth rate may result in a negative impact on the discounted cash flow approach value whilst a strengthening may have a positive impact on the value under the same approach.
(e) Investment properties pledged as security
Refer to note 13 for information on investment properties pledged as security.
Investments accounted for using the equity method
Investments are accounted for in the Financial Statements using the equity method of accounting (refer to the 'About this Report' section).
Information relating to these entities is set out below:
| Ownership interest | ||||||
|---|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |||
| Name of entity | % | % | \$m | \$m | ||
| Bent Street Trust | 33.3 | 33.3 | 264.2 | 250.2 | ||
| DEXUS Creek Street Trust | 50.0 | 50.0 | 131.5 | 131.8 | ||
| DEXUS Martin Place Trust | 50.0 | 50.0 | 89.7 | 81.5 | ||
| Grosvenor Place Holding Trust1,2 | 50.0 | 50.0 | 303.3 | 293.5 | ||
| Site 6 Homebush Bay Trust1 | 50.0 | 50.0 | 37.2 | 37.5 | ||
| Site 7 Homebush Bay Trust1 | 50.0 | 50.0 | 49.8 | 50.8 | ||
| DEXUS 480 Q Holding Trust | 50.0 | 50.0 | 149.7 | 82.9 | ||
| DEXUS Kings Square Trust | 50.0 | 50.0 | 165.7 | 88.8 | ||
| DEXUS Office Trust Australia | 50.0 | 50.0 | 1,546.3 | 1,777.8 | ||
| DEXUS Industrial Trust Australia | 50.0 | 50.0 | 57.4 | 19.1 | ||
| DEXUS Eagle Street Pier Trust | 50.0 | - | 1.1 | - | ||
| Total investments accounted for using the equity method | 2,795.9 | 2,813.9 |
1 These entities are 50% owned by DEXUS Office Trust Australia. The Group's economic interest is therefore 75% when combined with the interest held by DEXUS Office Trust Australia. These entities are classified as joint ventures and are accounted for using the equity method as a result of contractual arrangements required unanimous decisions on all relevant matters.
2 Grosvenor Place Holding Trust owns 50% of Grosvenor Place, 225 George Street, Sydney, NSW. The Group's economic interest in this property is therefore 37.5%.
The above entities were formed in Australia and their principal activity is property investment in Australia.
Notes to the Financial Statements – property portfolio assets (continued) For the year ended 30 June 2015
Note 9
Investments accounted for using the equity method (continued)
The table below provides summarised financial information for the Group's share of joint ventures that are material, as well as other individually immaterial joint ventures.
| DEXUS Office Trust Australia |
Grosvenor Place Holding Trust |
Bent Street Trust |
Other joint ventures |
Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | ||
| Summarised Statement of Financial Position | \$m | \$m | \$m | \$m | \$m | \$m | \$m | \$m | \$m | \$m | |
| Current assets | |||||||||||
| Cash and cash equivalents | 6.6 | 21.7 | 0.8 | 0.4 | 1.3 | 0.8 | 3.4 | 3.2 | 12.1 | 26.1 | |
| Other current assets | 3.9 | 6.7 | 0.6 | 0.7 | 0.4 | 2.9 | 5.0 | 4.4 | 9.9 | 14.7 | |
| Total current assets | 10.5 | 28.4 | 1.4 | 1.1 | 1.7 | 3.7 | 8.4 | 7.6 | 22.0 | 40.8 | |
| Non-current assets | |||||||||||
| Investment properties | 1,567.9 | 1,506.9 | 304.6 | 295.5 | 265.6 | 250.3 | 711.9 | 505.3 | 2,850.0 | 2,558.0 | |
| Investments accounted for using the equity method | 195.2 | 188.2 | - | - | - | - | - | - | 195.2 | 188.2 | |
| Loan to related party1 | - | 338.4 | - | - | - | - | - | - | - | 338.4 | |
| Other non-current assets | 0.4 | - | - | - | - | - | 0.1 | - | 0.5 | - | |
| Total non-current assets | 1,763.5 | 2,033.5 | 304.6 | 295.5 | 265.6 | 250.3 | 712.0 | 505.3 | 3,045.7 | 3,084.6 | |
| Current liabilities | |||||||||||
| Provision for distribution | 11.0 | 63.7 | - | 1.8 | 1.8 | 2.3 | 0.2 | 1.0 | 13.0 | 68.8 | |
| Interest bearing liabilities | 172.0 | 73.5 | - | - | - | - | - | - | 172.0 | 73.5 | |
| Other current liabilities | 33.6 | 34.7 | 2.7 | 1.3 | 1.4 | 1.5 | 38.0 | 19.5 | 75.7 | 57.0 | |
| Total current liabilities | 216.6 | 171.9 | 2.7 | 3.1 | 3.2 | 3.8 | 38.2 | 20.5 | 260.7 | 199.3 | |
| Non-current liabilities | |||||||||||
| Borrowings | 11.1 | 112.2 | - | - | - | - | - | - | 11.1 | 112.2 | |
| Total non-current liabilities | 11.1 | 112.2 | - | - | - | - | - | - | 11.1 | 112.2 | |
| Net assets | 1,546.3 | 1,777.8 | 303.3 | 293.5 | 264.1 | 250.2 | 682.2 | 492.4 | 2,795.9 | 2,813.9 | |
| Reconciliation of carrying amounts: | |||||||||||
| Opening balance at the beginning of the year | 1,777.8 | - | 293.5 | 289.1 | 250.2 | 248.3 | 492.4 | 369.4 | 2,813.9 | 906.8 | |
| Additions | 56.2 | 1,878.7 | 8.8 | 2.4 | - | 3.1 | 199.3 | 113.1 | 264.3 | 1,997.3 | |
| Share of net profit/(loss) after tax | 182.6 | (9.0) | 14.7 | 18.2 | 29.2 | 13.7 | 25.6 | 35.4 | 252.1 | 58.3 | |
| Impairment | - | (3.3) | - | - | - | - | - | - | - | (3.3) | |
| Distributions received/receivable | (97.7) | (88.6) | (13.7) | (16.2) | (15.3) | (14.9) | (35.1) | (25.5) | (161.8) | (145.2) | |
| Return of capital | (372.6) | - | - | - | - | - | - | - | (372.6) | - | |
| Closing balance at the end of the year | 1,546.3 | 1,777.8 | 303.3 | 293.5 | 264.1 | 250.2 | 682.2 | 492.4 | 2,795.9 | 2,813.9 |
1 Refer to note 12(b)(iv). Represents the Group's share of proceeds from the sale of four properties by DEXUS Office Trust Australia.
Investments accounted for using the equity method (continued)
The table below provides summarised financial information for the Group's share of joint ventures that are material, as well as other individually immaterial joint ventures.
| DEXUS Office Trust Australia |
Grosvenor Place Holding Trust |
Trust | Bent Street | Other joint ventures |
Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | ||
| Summarised Statement of Comprehensive Income | \$m | \$m | \$m | \$m | \$m | \$m | \$m | \$m | \$m | \$m | |
| Property revenue | 143.8 | 63.7 | 20.3 | 22.6 | 16.3 | 17.0 | 27.7 | 24.1 | 208.1 | 127.4 | |
| Property revaluations | 91.2 | 3.0 | (0.7) | - | 16.3 | - | 3.8 | 16.8 | 110.6 | 19.8 | |
| Interest income | 0.4 | 0.3 | - | - | - | 0.1 | 0.2 | 0.1 | 0.6 | 0.5 | |
| Finance costs | (8.0) | (5.4) | - | - | - | - | - | - | (8.0) | (5.4) | |
| Other expenses | (44.8) | (70.6) | (4.9) | (4.4) | (3.4) | (3.4) | (6.1) | (5.6) | (59.2) | (84.0) | |
| Net profit/(loss) for the year | 182.6 | (9.0) | 14.7 | 18.2 | 29.2 | 13.7 | 25.6 | 35.4 | 252.1 | 58.3 | |
| Total comprehensive income/(loss) for the year | 182.6 | (9.0) | 14.7 | 18.2 | 29.2 | 13.7 | 25.6 | 35.4 | 252.1 | 58.3 |
Inventories
Land and properties held for repositioning, development and sale are recorded at the lower of cost and net realisable value. Cost is assigned by specific identification and includes the cost of acquisition, and development and holding costs such as borrowing costs, rates and taxes. Holding costs incurred after completion of development are expensed.
Key estimate: net realisable value (NRV) of inventories
NRV is determined using the estimated selling price in the ordinary course of business less estimated costs to bring inventories to their finished condition, including marketing and selling expenses. NRV is based on the most reliable evidence available at the time and the amount the inventories are expected to be realised. These key assumptions are reviewed annually or more frequently if indicators of impairment exist. Key estimates have been reviewed and no impairment provisions have been recognised.
(a) Inventories - land and properties held for resale
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Current assets | ||
| Land and properties held for resale | 110.3 | 80.3 |
| Total current assets - inventories | 110.3 | 80.3 |
| Non-current assets | ||
| Land and properties held for resale | 164.5 | 235.9 |
| Total non-current assets - inventories | 164.5 | 235.9 |
| Total assets - inventories | 274.8 | 316.2 |
(b) Reconciliation
| 2015 | 2014 | ||
|---|---|---|---|
| Note | \$m | \$m | |
| Opening balance at the beginning of the year | 316.2 | 252.9 | |
| Transfer from investment properties | 8 | 32.0 | 101.4 |
| Disposals | (172.2) | (65.3) | |
| Acquisitions and additions | 98.8 | 27.2 | |
| Closing balance at the end of the year | 274.8 | 316.2 |
Acquisitions
On 16 January 2015, settlement occurred on the acquisition of Lakes Business Park, 2-13 Lord Street, Botany, for \$153.5 million excluding acquisition costs. This comprises \$109.8 million (\$114.4 million including acquisition costs) classified as investment property and \$43.7 million (\$45.6 million including acquisition costs) classified as inventory. Refer note 8.
Disposals
- On 1 July 2014, 30 Distribution Drive, Laverton, VIC was disposed of for gross proceeds of \$19.0 million. 50% of this property was classified as non-current assets classified as held for sale at 30 June 2014 (carrying value of \$8.5 million in inventory). Refer note 11.
- On 1 December 2014, 50 Carrington Street, Sydney, NSW was disposed of for gross proceeds of \$88.0 million (carrying value of \$75.8 million).
- On 22 May 2015, 40 Market Street, Melbourne, VIC was disposed of for gross proceeds of \$105.3 million (carrying value of \$87.9 million).
- On 13 August 2014, the Group exchanged contracts for the sale of 5-13 Rosebery Avenue and 25-55 Rothschild Avenue, Rosebery, NSW for \$190.0 million, represented by a \$19.0 million option fee and \$171.0 million settlement payment. The Group will recognise the option fee over the term of the option and has therefore recognised \$17.3 million during the year ended 30 June 2015. The balance of \$1.7 million and the settlement amount of \$171.0 million will be recognised in the year ended 30 June 2016.
Non-current assets classified as held for sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use, and a sale is considered highly probable.
Non-current assets classified as held for sale are presented separately from the other assets in the balance sheet.
Non-current assets classified as held for sale relate to investment properties and are measured at fair value. As at 30 June 2015, the balance related to Units 10/11, 108 Silverwater Road, Silverwater, NSW. Refer note 24.
Disposals
- On 1 July 2014, 30 Distribution Drive, Laverton, VIC was disposed of for gross proceeds of \$19.0 million. 50% of this property was classified as inventory at 30 June 2014. Refer note 10.
- On 18 November 2014, Lumley Centre, 88 Shortland Street, Auckland, New Zealand, was disposed of for gross proceeds of NZ\$146.0 million.
Capital and financial risk management and working capital
In this section
The Group's overall risk management program focuses on reducing volatility from impacts in movements of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. Note 12 Capital and financial risk management outlines how the Group manages its exposure to a variety of financial risks (interest rate risk, foreign currency risk, liquidity risk and credit risk) and details the various derivative financial instruments entered into by the Group.
The Board determines the appropriate capital structure of the Group, how much is borrowed from financial institutions and capital markets (debt), and how much is raised from shareholders (equity) in order to finance the Group's activities both now and in the future. This capital structure is detailed in the following notes:
- Debt: Interest bearing liabilities in note 13 and Commitments and contingencies in note 14;
- Equity: Contributed equity in note 15 and Reserves and retained profits in note 16.
Note 17 provides a breakdown of the working capital balances held in the Statement of Financial Position.
Note 12
Capital and financial risk management
Capital and financial risk management is carried out through a centralised treasury function which is governed by a Board approved Treasury Policy. The Group has an established governance structure which consists of the Group Management Committee and Capital Markets Committee.
The Board has appointed a Group Management Committee responsible for achieving DEXUS's goals and objectives, including the prudent financial and risk management of the Group. The Group Management Committee generally meets weekly. A Capital Markets Committee has been established to advise the Group Management Committee.
The Capital Markets Committee is a management committee that is accountable to the Board. It convenes at least quarterly and conducts a review of financial risk management exposures including liquidity, funding strategies and hedging. It is also responsible for the development of financial risk management policies and funding strategies for recommendation to the Board, and the approval of treasury transactions within delegated limits and powers.
(a) Capital risk management
The Group manages its capital to ensure that entities within the Group will be able to continue as a going concern while maximising the return to owners through the optimisation of the debt and equity balance.
The capital structure of the Group consists of debt, cash and cash equivalents and equity attributable to security holders. The Group continuously monitors its capital structure and it is managed in consideration of the following factors:
- the cost of capital and the financial risks associated with each class of capital;
- gearing levels and other debt covenants;
- potential impacts on net tangible assets and security holders' equity;
- potential impacts on the Group's credit rating; and
- other market factors.
Capital and financial risk management (continued)
(a) Capital risk management (continued)
The Group has a stated target gearing level of 30% to 40%. The table below details the calculation of the gearing ratio in accordance with our primary financial covenant requirements:
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Total interest bearing liabilities1 | 2,556.3 | 2,919.3 |
| Total tangible assets2 | 9,402.1 | 9,342.2 |
| Gearing ratio | 27.2% | 31.2% |
| Gearing ratio (look-through)3 | 28.5% | 33.7% |
1 Total interest bearing liabilities excludes deferred borrowing costs and includes the impact of foreign currency fluctuations of cross currency swaps.
2 Total tangible assets comprise total assets less intangible assets, derivatives and deferred tax balances.
3 The look-through gearing ratio is adjusted for cash and debt in equity accounted investments and is not a financial covenant.
The Group is rated A- by Standard & Poor's (S&P) and A3 by Moody's. The Group is required to comply with certain financial covenants in respect of its interest bearing liabilities. During the 2014 and 2015 reporting periods, the Group was in compliance with all of its financial covenants.
DXFM is the Responsible Entity for the managed investment schemes (DDF, DOT, DIT and DXO) that are stapled to form the Group. DXFM has been issued with an Australian Financial Services Licence (AFSL). The licence is subject to certain capital requirements including the requirement to maintain liquidity above specified limits. DXFM must also prepare rolling cash projections over at least the next 12 months and demonstrate it will have access to sufficient financial resources to meet its liabilities that are expected to be payable over that period. Cash projections and assumptions are approved, at least quarterly, by the Board of the Responsible Entity.
DWPL, a wholly owned entity, has been issued with an AFSL as it is the Responsible Entity for DEXUS Wholesale Property Fund (DWPF). DEXUS Wholesale Management Limited (DWML), a wholly owned entity, has been issued with an AFSL as it is the trustee of third party managed funds. These entities are subject to the capital requirements described above.
(b) Financial risk management
The Group's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group's principal financial instruments, other than derivatives, comprise cash, bank loans and capital markets issuance. The main purpose of financial instruments is to manage liquidity and hedge the Group's exposure to financial risks namely:
- interest rate risk;
- foreign currency risk;
- liquidity risk; and
- credit risk.
The Group uses derivatives to reduce the Group's exposure to fluctuations in interest rates and foreign exchange rates. These derivatives create an obligation or a right that effectively transfers one or more of the risks associated with an underlying financial instrument, asset or obligation. Derivative financial instruments that the Group may use to hedge its risks include:
- interest rate swaps;
- cross currency interest rate swaps;
- foreign exchange contracts; and
- option contracts (interest rate).
The Group does not trade in derivative instruments for speculative purposes. The Group uses different methods to measure the different types of risks to which it is exposed, including monitoring the current and forecast levels of exposure and conducting sensitivity analysis.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (i) Market risk
- Interest rate risk
Interest rate risk arises from interest bearing financial assets and liabilities that the Group utilises. Non-derivative interest bearing financial instruments are predominantly short term liquid assets and long term debt issued at fixed rates which expose the Group to fair value interest rate risk as the Group may pay higher interest costs than if it were at variable rates. The Group's borrowings which have a variable interest rate give rise to cash flow interest rate risk as variable interest rates may increase.
The Group's risk management policy for interest rate risk seeks to minimise the effects of interest rate movements on its asset and liability portfolio through active management of the exposures. The policy prescribes minimum and maximum hedging amounts for the Group, which is managed on a portfolio basis.
The Group maintains a mix of offshore and local currency fixed rate and variable rate debt, as well as a mix of long term and short term debt. The Group primarily enters into interest rate swaps and cross currency interest rate swap agreements to manage the associated interest rate risk. The Group hedges the interest rate and currency risk on the majority of its foreign currency borrowings by entering into cross currency swaps, which have the economic effect of converting foreign currency borrowings to local currency borrowings at contracted rates. The derivative contracts are recorded at fair value in the Statement of Financial Position, being the market value as quoted in an active market.
As at 30 June 2015, 95% (2014: 62%) of the interest bearing liabilities of the Group were hedged. The average hedged percentage for the financial year was 76% (2014: 60%).
Interest rate swaps require settlement of net interest receivable or payable each 90 or 180 days. The settlement dates coincide with the dates on which the interest is payable on the underlying debt. The receivable and payable legs on interest rate swap contracts are settled on a net basis. The net notional amount of average fixed rate debt and interest rate swaps in place in each year and the weighted average effective hedge rate is set out below:
| June 2016 | June 2017 | June 2018 | June 2019 | June 2020 > June 2021 | ||
|---|---|---|---|---|---|---|
| \$m | \$m | \$m | \$m | \$m | \$m | |
| Fixed rate debt1 | ||||||
| A\$ fixed rate debt | 515.0 | 462.5 | 275.8 | 84.2 | 45.8 | - |
| Interest rate swaps | ||||||
| A\$ hedged1 | 1,700.4 | 1,687.5 | 1,569.6 | 1,298.3 | 600.8 | 12.1 |
| Combined fixed debt and swaps (A\$ equivalent) | 2,215.4 | 2,150.0 | 1,845.4 | 1,382.5 | 646.7 | 12.1 |
| Hedge rate (%) | 3.86% | 3.79% | 3.97% | 4.21% | 3.96% | 2.69% |
1 Amounts do not include fixed rate debt that has been swapped to floating rate debt through cross currency swaps.
Sensitivity analysis on interest expense
The table below shows the impact on the Group's net interest expense of a 50 basis point increase or decrease in market interest rates. The sensitivity on cash flow arises due to the impact that a change in interest rates will have on the Group's floating rate debt and derivative cash flows on average during the financial year. Net interest expense is only sensitive to movements in market rates to the extent that floating rate debt is not hedged.
| 2015 | 2014 | ||
|---|---|---|---|
| (+/-) \$m | (+/-) \$m | ||
| +/- 0.50% (50 basis points) | A\$ | 3.6 | 5.0 |
| +/- 0.50% (50 basis points) | NZ\$ | - | 0.6 |
| Total A\$ equivalent | 3.6 | 5.6 |
The increase or decrease in interest expense is proportional to the increase or decrease in interest rates.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (i) Market risk (continued)
Interest rate risk (continued)
Sensitivity analysis on fair value of interest rate swaps
The sensitivity analysis on interest rate swaps below shows the effect on net profit or loss for changes in the fair value of interest rate swaps for a 50 basis point increase or decrease in short-term and long-term market interest rates. The sensitivity on fair value arises from the impact that changes in market rates will have on the valuation of the interest rate swaps.
The fair value of interest rate swaps is calculated as the present value of estimated future cash flows on the instruments. Although interest rate swaps are transacted for the purpose of providing the Group with an economic hedge, the Group has elected not to apply hedge accounting to these instruments. Accordingly, gains or losses arising from changes in the fair value are reflected in the profit or loss.
| 2014 |
|---|
| (+/-) \$m |
| 38.0 |
| (0.7) |
| 37.3 |
Sensitivity analysis on fair value of cross currency swaps
The sensitivity analysis on cross currency interest rates swaps below shows the effect on net profit or loss for changes in the fair value for a 50 basis points increase and decrease in market rates. The sensitivity on fair value arises from the impact that changes in short-term and long-term market rates will have on the valuation of the cross currency swaps.
| 2015 | 2014 | ||
|---|---|---|---|
| (+/-) \$m | (+/-) \$m | ||
| +/- 0.50% (50 basis points) | US\$ (A\$ equivalent) | 9.7 | 8.9 |
| Total A\$ equivalent | 9.7 | 8.9 |
Foreign currency risk
Foreign currency risk refers to the risk that the value or the cash flows arising from a financial commitment, or recognised asset or liability will fluctuate due to changes in foreign currency rates. The Group's foreign currency risk arises primarily from:
- highly probable forecast transactions denominated in foreign currency; and
- borrowings denominated in foreign currency.
The objective of the Group's foreign exchange risk management policy is to ensure that movements in exchange rates have minimal adverse impact on the Group's foreign currency assets and liabilities. Refer to note 13 for the USD foreign currency exposures and management thereof via cross currency interest rate swaps.
Foreign currency assets and liabilities
Where foreign currency borrowings are used to fund Australian investments, the Group transacts cross currency swaps to reduce the risk that movements in foreign exchange rates will have an impact on security holder's equity and net tangible assets.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (ii) Liquidity risk
Liquidity risk is associated with ensuring that there are sufficient funds available to meet the Group's financial commitments as and when they fall due and planning for any unforeseen events which may curtail cash flows. The Group identifies and manages liquidity risk across the following categories:
- short-term liquidity management covering the month ahead on a rolling basis with continuous monitoring of forecast and actual cash flows;
- medium-term liquidity management of liquid assets, working capital and standby facilities to cover Group cash requirements over the next 1-24 month period. The Group maintains a level of committed borrowing facilities above the forecast committed debt requirements (liquidity headroom buffer). Committed debt includes future expenditure that has been approved by the Board or Investment Committee (as required within delegated limits); and
- long-term liquidity management through ensuring an adequate spread of maturities of borrowing facilities so that refinancing risk is not concentrated in certain time periods, and ensuring an adequate diversification of funding sources where possible, subject to market conditions.
Refinancing risk
Refinancing risk is the risk that the Group:
- will be unable to refinance its debt facilities as they mature; and/or
- will only be able to refinance its debt facilities at unfavourable interest rates and credit market conditions (margin price risk).
The Group's key risk management strategy for margin price risk on refinancing is to spread the maturities of debt facilities over different time periods to reduce the volume of facilities to be refinanced and the exposure to market conditions in any one period. An analysis of the contractual maturities of the Group's interest bearing liabilities and derivative financial instruments is shown in the table below. The amounts in the table represent undiscounted cash flows.
| 2015 | 2014 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Within one year |
Between one and two years |
Between two and five years |
After five years |
Total | Within one year |
Between one and two years |
Between two and five years |
After five years |
Total | |
| \$m | \$m | \$m | \$m | \$m | \$m | \$m | \$m | \$m | \$m | |
| Cash | 13.0 | - | - | - | 13.0 | 14.1 | - | - | - | 14.1 |
| Receivables | 55.5 | - | - | - | 55.5 | 111.6 | - | - | - | 111.6 |
| Payables | (110.7) | - | - | - | (110.7) | (111.1) | - | - | - | (111.1) |
| (42.2) | - | - | - | (42.2) | 14.6 | - | - | - | 14.6 | |
| Interest bearing liabilities & interest | ||||||||||
| Fixed interest rate liabilities | (95.1) | (355.4) | (500.2) (1,550.7) | (2,501.4) | (168.3) | (71.2) | (667.1) | (970.7) (1,877.3) | ||
| Floating interest rate liabilities | (163.0) | (203.1) | (579.7) | - | (945.8) | (114.7) | (156.6) | (1,370.5) | (117.0) (1,758.8) | |
| Total interest bearing liabilities & interest1 | (258.1) | (558.5) | (1,079.9) (1,550.7) | (3,447.2) | (283.0) | (227.8) (2,037.6) (1,087.7) (3,636.1) | ||||
| Derivative financial instruments | ||||||||||
| Derivative assets | 82.5 | 117.3 | 142.9 | 1,466.9 | 1,809.6 | 131.3 | 31.3 | 119.8 | 772.5 | 1,054.9 |
| Derivative liabilities | (66.8) | (88.0) | (103.7) (1,043.3) | (1,301.8) | (139.6) | (51.2) | (167.9) | (661.9) (1,020.6) | ||
| Total net derivative financial instruments2 | 15.7 | 29.3 | 39.2 | 423.6 | 507.8 | (8.3) | (19.9) | (48.1) | 110.6 | 34.3 |
1 Refer to note 13. Excludes deferred borrowing costs but includes estimated fees and interest.
2 The notional maturities on derivatives are shown for cross currency interest rate swaps (refer to interest rate risk) as they are the only instruments where a principal amount is exchanged. For interest rate swaps, only the net interest cash flows (not the notional principal) are included. Refer to note 12(c) for fair value of derivatives. Refer to note 14(b) for financial guarantees.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (iii) Credit risk
Credit risk is the risk that the counterparty will not fulfil its obligations under the terms of a financial instrument and will cause financial loss to the Group. The Group has exposure to credit risk on all financial assets included in the Group's Statement of Financial Position.
The Group manages this risk by:
- adopting a process for determining an approved counterparty, with consideration of qualitative factors as well as the counterparty's credit rating;
- regularly monitoring counterparty exposure within approved credit limits that are based on the lower of a S&P, Moody's and Fitch credit rating. The exposure includes the current market value of in-the-money contracts and the potential exposure, which is measured with reference to credit conversion factors as per APRA guidelines;
- entering into ISDA Master Agreements once a financial institution counterparty is approved;
- monitoring tenants exposure within approved credit limits;
- for some trade receivables, obtaining collateral where necessary in the form of bank guarantees and tenant bonds; and
- regularly monitoring loans and receivables on an ongoing basis.
A minimum S&P rating of A– (or Moody's or Fitch equivalent) is required to become or remain an approved counterparty unless otherwise approved by the DEXUS Board.
The Group is exposed to credit risk on cash balances and on derivative financial instruments with financial institutions. The Group has a policy that sets limits as to the amount of credit exposure to each financial institution. New derivatives and cash transactions are limited to financial institutions that meet minimum credit rating criteria in accordance with the Group's policy requirements.
Financial instrument transactions are spread among a number of approved financial institutions within specified credit limits to minimise the Group's exposure to any one counterparty. As a result, there is no significant concentration of credit risk for financial instruments. The maximum exposure to credit risk at 30 June 2015 is the carrying amounts of financial assets recognised on the Statement of Financial Position.
As at 30 June 2015, there were no significant concentrations of credit risk for trade receivables. Trade receivable balances and the credit quality of trade debtors are monitored on an ongoing basis. The tables below show the ageing analysis of loans and receivables net of provisions of the Group.
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| 0-30 days | 47.6 | 106.4 |
| 31-60 days | 3.5 | 3.1 |
| 61-90 days | 0.3 | 0.6 |
| Over 91 days | 4.1 | 1.5 |
| Total receivables net of provisions | 55.5 | 111.6 |
Amounts over 31 days are past due; however, no receivables are impaired. The credit quality of financial assets that are neither past due nor impaired is monitored to make sure there are no adverse changes in credit quality.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (iv) Fair value
The Group has classified its financial assets and liabilities as follows:
| Financial asset/liability | Classification | Valuation basis | Reference |
|---|---|---|---|
| Receivables1 | Loans and receivables | Amortised cost | Refer to note 17(b) |
| Payables1 | Financial liability at amortised cost | Amortised cost | Refer to note 17(d) |
| Interest bearing liabilities | Financial liability at amortised cost | Amortised cost | Refer to note 13 |
| Non-interest bearing loans | Loans and receivables | Amortised cost | Refer to note 22 |
| from related party | |||
| Derivatives | Fair value through profit or loss | Fair value | Refer to note 12(c) |
1 The face value of these is approximately equal to their fair value; these amounts are unsecured and are usually paid within 30 days of recognition.
Financial assets and liabilities are classified in accordance with the purpose for which they were acquired. As noted in section (c) below, derivative financial instruments are initially recognised in the Statement of Financial Position at fair value on the date on which the derivative contract is entered into and subsequently remeasured to fair value.
The valuation techniques applied by the Group are consistent with those applied in prior year financial reports. The valuation technique used to measure the various financial instruments, namely foreign currency contracts and interest rate contracts, is based on market observable spot exchange rates and interest rate yield curves. This method records any change in fair value of a derivative in the Financial Statements.
The carrying amounts and estimated fair value of all the Group's financial assets and liabilities recognised in the Financial Statements are as follows:
| 2015 | 2015 | 2014 | 2014 | |
|---|---|---|---|---|
| Carrying | Carrying | |||
| amount1 | Fair value2 | amount1 | Fair value2 | |
| \$m | \$m | \$m | \$m | |
| Financial assets | ||||
| Cash and cash equivalents | 13.0 | 13.0 | 14.1 | 14.1 |
| Loans and receivables (current) | 55.5 | 55.5 | 111.6 | 111.6 |
| Derivative assets | 384.9 | 384.9 | 80.2 | 80.2 |
| Total financial assets | 453.4 | 453.4 | 205.9 | 205.9 |
| Financial liabilities | ||||
| Trade payables | 110.7 | 110.7 | 111.1 | 111.1 |
| Non-interest bearing loan from related party3 | - | - | 338.4 | 338.4 |
| Derivative liabilities | 170.0 | 170.0 | 88.1 | 88.1 |
| Interest bearing liabilities | ||||
| Fixed interest bearing liabilities | 1,877.1 | 1,984.7 | 1,402.4 | 1,491.0 |
| Floating interest bearing liabilities | 911.0 | 911.0 | 1,555.7 | 1,550.7 |
| Total financial liabilities | 3,068.8 | 3,176.4 | 3,495.7 | 3,579.3 |
1 Carrying value is equal to the value of the financial instruments on the Statement of Financial Position.
2 Fair value is the price that would be received to transfer the asset or liability in an orderly transaction between market participants at the measurement date. Where there is a difference between the carrying amount and fair value, the difference is not recognised in the Statement of Financial Position.
3 Relates to the loan from DEXUS Office Trust Australia.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (iv) Fair value (continued)
Key assumptions: fair value of borrowings
The fair value of interest bearing liabilities has been determined based on a discounted cash flow analysis using observable market inputs (interest rates, exchange rates and currency basis) and applying a credit or debit value adjustment based on the current credit worthiness of counterparties and the Group.
The Group uses the following methods in the determination and disclosure of the fair value of financial instruments:
Level 1: the fair value is calculated using quoted prices in active markets.
Level 2: the fair value is determined using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: the fair value is estimated using inputs for the asset or liability that are not based on observable data.
All financial instruments were measured at Level 2 for the periods presented in this report. During the year, there were no transfers between Level 1, 2 and 3 fair value measurements.
(v) Offsetting financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position where there is a legally enforceable right to set-off the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. The Group has entered into arrangements that do not meet the criteria for offsetting except in certain circumstances, such as bankruptcy or the termination of the underlying contract.
The following table presents the gross amounts of recognised financial instruments in the Statement of Financial Position as the Group does not apply the right of set-off that exists in master netting arrangements. The column 'net amount' shows the impact on the Group's Statement of Financial Position if all legal rights of set-off available under the applicable master netting arrangements were exercised at 30 June 2015 and 30 June 2014.
| Gross amounts | Net amounts | |||||
|---|---|---|---|---|---|---|
| offset in the | presented in | Amounts | ||||
| Statement of | the Statement | subject to | Financial | |||
| Financial | of Financial | master netting | instrument | |||
| Gross amounts | Position | Position | arrangements | collateral | Net amount | |
| 2015 | \$m | \$m | \$m | \$m | \$m | \$m |
| Financial assets | ||||||
| Derivative financial instruments | 384.9 | - | 384.9 | (46.0) | - | 338.9 |
| Total | 384.9 | - | 384.9 | (46.0) | - | 338.9 |
| Financial liabilities | ||||||
| Derivative financial instruments | 170.0 | - | 170.0 | (46.0) | - | 124.0 |
| Total | 170.0 | - | 170.0 | (46.0) | - | 124.0 |
| 2014 | ||||||
| Financial assets | ||||||
| Derivative financial instruments | 80.2 | - | 80.2 | (6.5) | - | 73.7 |
| Total | 80.2 | - | 80.2 | (6.5) | - | 73.7 |
| Financial liabilities | ||||||
| Derivative financial instruments | 88.1 | - | 88.1 | (6.5) | - | 81.6 |
| Total | 88.1 | - | 88.1 | (6.5) | - | 81.6 |
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (v) Offsetting financial assets and financial liabilities (continued)
Master netting arrangements – not currently enforceable
Agreements with derivative counterparties are based on an ISDA Master Agreement. Under the terms of these arrangements, where certain credit events occur (such as default), the net position owing/receivable to a single counterparty in the same currency will be taken as owing and all the relevant arrangements terminated. As the Group does not presently have a legally enforceable right of set-off, these amounts have not been offset in the Statement of Financial Position, but have been presented separately in the table above.
(c) Derivative financial instruments
A derivative is a type of financial instrument typically used to manage risk. A derivative's value changes over time in response to underlying variables including interest rates or exchange rates and is entered into for a fixed period. A hedge is where a derivative is used to manage an underlying exposure and the Group uses derivatives to manage its exposure to interest rates and foreign exchange risk accordingly.
Written policies and limits are approved by the Board of Directors of the Responsible Entity, in relation to the use of financial instruments to manage financial risks. The Responsible Entity continually reviews the Group's exposures and updates its treasury policies and procedures. The Group does not trade in derivative instruments for speculative purposes.
Derivatives including interest rate swaps, the interest rate component of cross currency swaps, and foreign exchange contracts, are measured at fair value with any changes in fair value recognised in the Statement of Comprehensive Income.
At inception the Group can elect to formally designate and document the relationship between certain hedge derivative instruments (cross currency interest rate swaps only) and the associated hedged items (foreign currency bonds only). The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.
Fair value hedge
A fair value hedge is a hedge of the exposure to changes in fair value of an asset or liability that is attributable to a particular risk and could affect the Statement of Comprehensive Income. Changes in the fair value of derivatives (hedging instruments) that are designated as fair value hedges are recorded in profit or loss, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk (hedged item).
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortised to profit or loss over the period to maturity using a recalculated effective interest rate.
Cash flow hedge
A cash flow hedge is a hedge of the exposure to variability in cash flows attributable to a particular risk to a highly probable forecast transaction pertaining to an asset or liability. The effective portion of changes in the fair value of derivatives that are designated as cash flow hedges is recognised in other comprehensive income in equity via the cash flow hedge reserve. Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss. Any gain or loss related to ineffectiveness is recognised in profit or loss immediately.
Hedge accounting is discontinued when the hedging instrument expires, is terminated, is no longer in an effective hedge relationship, is de-designated, or the forecast transaction is no longer expected to occur. The fair value gain or loss of derivatives recorded in equity is recognised in profit or loss over the period that the forecast transaction is recorded in profit or loss. If the forecast transaction is no longer expected to occur, the cumulative gain or loss in equity is recognised in profit or loss immediately.
Capital and financial risk management (continued)
(c) Derivative financial instruments (continued)
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Current assets | ||
| Interest rate swap contracts | 2.6 | 2.3 |
| Cross currency swap contracts | 15.1 | 6.4 |
| Total current assets - derivative financial instruments | 17.7 | 8.7 |
| Non-current assets | ||
| Interest rate swap contracts | 17.5 | 22.5 |
| Cross currency swap contracts | 349.7 | 45.1 |
| Other | - | 3.9 |
| Total non-current assets - derivative financial instruments | 367.2 | 71.5 |
| Current liabilities | ||
| Interest rate swap contracts | 8.3 | 2.4 |
| Cross currency swap contracts | 2.5 | - |
| Total current liabilities - derivative financial instruments | 10.8 | 2.4 |
| Non-current liabilities | ||
| Interest rate swap contracts | 108.1 | 79.3 |
| Cross currency swap contracts | 51.1 | 6.4 |
| Total non-current liabilities - derivative financial instruments | 159.2 | 85.7 |
| Net derivative financial instruments | 214.9 | (7.9) |
Key assumptions: fair value of derivatives
The fair value of derivative financial instruments has been determined based on a discounted cash flow analysis using observable market inputs (interest rates, exchange rates and currency basis) and applying a credit or debit valuation adjustment based on the current credit worthiness of counterparties and the Group. Refer to note 12(b)(iv) Capital and financial risk management for further detail.
Interest bearing liabilities
Borrowings are initially recognised at fair value net of transaction costs and subsequently measured at amortised cost using the effective interest rate method. Under the effective interest rate method, any transaction fees, costs, discounts and premiums directly related to the borrowings are capitalised to borrowings and amortised in profit or loss over the expected life of the borrowings.
If there is an effective fair value hedge of borrowings, a fair value adjustment will be applied based on the mark to market movement in the benchmark component of the borrowings. This movement is recognised in the profit or loss. Refer note 12(b)(iv) Capital and financial risk management for further detail.
All borrowings with contractual maturities greater than 12 months after reporting date are classified as noncurrent liabilities.
| 2015 | 2014 | ||
|---|---|---|---|
| Note | \$m | \$m | |
| Current | |||
| Unsecured | |||
| US senior notes | (b) | - | 94.5 |
| Bank loans | (c) | 150.0 | - |
| Medium term notes | (e) | - | 55.0 |
| Total unsecured | 150.0 | 149.5 | |
| Total current liabilities - interest bearing liabilities | 150.0 | 149.5 | |
| Non-current | |||
| Unsecured | |||
| US senior notes | (a), (b) | 1,359.4 | 827.8 |
| Bank loans | (c) | 761.0 | 1,450.7 |
| Commercial paper | (d) | 100.0 | 100.0 |
| Medium term notes | (e) | 417.7 | 418.9 |
| Total unsecured | 2,638.1 | 2,797.4 | |
| Deferred borrowing costs | (14.1) | (15.3) | |
| Total non-current liabilities - interest bearing liabilities | 2,624.0 | 2,782.1 | |
| Total interest bearing liabilities | 2,774.0 | 2,931.6 |
Interest bearing liabilities (continued)
Financing arrangements
The following table summarises the maturity profile of the Group's financing arrangements:
| 2015 | 2015 | |||||
|---|---|---|---|---|---|---|
| \$m | \$m | |||||
| Facility | ||||||
| Type of facility | Notes | Currency | Security | Maturity Date | Utilised1 | Limit |
| US senior notes (144A) | (a) | US\$ | Unsecured | Mar-21 | 324.8 | 324.8 |
| US Senior notes (USPP) | (b) | US\$ | Unsecured | Dec-16 to Jul-28 | 1,029.9 | 1,029.9 |
| Medium term notes | (e) | A\$ | Unsecured | Apr-17 to Sept-18 | 417.7 | 417.7 |
| Commercial paper | (d) | A\$ | Unsecured | Aug-16 | 100.0 | 100.0 |
| Multi-option revolving credit facilities | (c) | Multi Currency | Unsecured | Mar-16 to Jun-20 | 911.0 | 1,700.0 |
| Total | 2,783.4 | 3,572.4 | ||||
| Bank guarantee in place | 30.9 | |||||
| Unused at balance date | 758.1 |
1 Includes drawn amounts and excludes fair value adjustments recorded in interest bearing liabilities in relation to effective fair value hedges.
Each of the Group's unsecured borrowing facilities are supported by guarantee arrangements, and have negative pledge provisions which limit the amount and type of encumbrances that the Group can have over their assets and ensures that all senior unsecured debt ranks pari passu.
(a) US senior notes (144A)
This includes a total of US\$250.0 million (A\$324.8 million) of US senior notes with a maturity of March 2021. The USD exposure is economically hedged using cross currency interest rate swaps with a notional value of US\$250.0 million.
(b) US senior notes (USPP)
This includes a total of US\$791.0 million (A\$1,029.9 million) of US senior notes with a weighted average maturity of December 2025. The majority of the USD balance is designated as an accounting hedge using cross currency interest rate swaps with a notional value of US\$750 million. The remaining US\$41 million is economically hedged using cross currency interest rate swaps with the same notional value.
(c) Multi-option revolving credit facilities
This includes 18 facilities maturing between March 2016 and June 2020 with a weighted average maturity of February 2018. A\$30.9 million is utilised as bank guarantees for developments and AFSL requirements.
(d) Commercial Paper
This includes a total of A\$100.0 million of Commercial Paper which is supported by a standby facility of A\$100.0 million with a maturity of August 2016. The standby facility has same day availability.
(e) Medium Term Notes
This includes a total of A\$415.0 million of Medium Term Notes with a weighted average maturity of December 2017.
Additional information
The Group also has a committed facility totalling A\$100.0 million that is available for three months out of every six months.
Commitments and contingencies
(a) Commitments
(i) Capital commitments
The following amounts represent remaining capital expenditure on investment properties and inventories contracted at the end of each reporting period but not recognised as liabilities payable:
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Investment properties | 59.2 | 58.2 |
| Inventories | 17.8 | 0.8 |
| Investments accounted for using the equity method | 183.9 | 284.8 |
| Total capital commitments | 260.9 | 343.8 |
(ii) Lease payable commitments
The future minimum lease payments payable by the Group are:
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Within one year | 4.0 | 3.6 |
| Later than one year but not later than five years | 11.6 | 12.7 |
| Later than five years | 5.9 | 6.5 |
| Total lease payable commitments | 21.5 | 22.8 |
Payments made under operating leases are expensed on a straight-line basis over the term of the lease, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased property.
No provisions have been recognised in respect of non-cancellable operating leases.
(iii) Lease receivable commitments
The future minimum lease payments receivable by the Group are:
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Within one year | 387.5 | 383.4 |
| Later than one year but not later than five years | 996.0 | 992.9 |
| Later than five years | 391.9 | 353.4 |
| Total lease receivable commitments | 1,775.4 | 1,729.7 |
Commitments and contingencies (continued)
(b) Contingencies
DDF, together with DIT, DOT and DXO, is a guarantor of A\$3,572.4 million of interest bearing liabilities (refer note 13). The guarantees have been given in support of debt outstanding and drawn against these facilities, and may be called upon in the event that a borrowing entity has not complied with certain requirements such as failure to pay interest or repay a borrowing, whichever is earlier. During the period no guarantees were called.
The Group has bank guarantees of \$30.9 million, comprising \$30.2 million held to comply with the terms of the Australian Financial Services Licenses (AFSL) and \$0.7 million in respect of developments.
The above guarantees are issued in respect of the Group and do not constitute an additional liability to those already existing in interest bearing liabilities on the Statement of Financial Position.
The Directors of the Responsible Entity are not aware of any other contingent liabilities in relation to the Group, other than those disclosed in the Financial Statements, which should be brought to the attention of security holders as at the date of completion of this report.
Note 15
Contributed equity
(a) Contributed equity of unitholders of the parent entity
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Opening balance at the beginning of the year | 1,833.4 | 1,577.7 |
| Issue of additional equity, net of transaction costs | 157.2 | 281.2 |
| Buy-back of contributed equity, net of transaction costs | - | (25.5) |
| Closing balance at the end of the year | 1,990.6 | 1,833.4 |
(b) Contributed equity of unitholders of other stapled entities
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Opening balance at the beginning of the year | 3,625.7 | 3,106.3 |
| Issue of additional equity, net of transaction costs | 314.2 | 569.2 |
| Buy-back of contributed equity, net of transaction costs | - | (49.8) |
| Closing balance at the end of the year | 3,939.9 | 3,625.7 |
Contributed equity (continued)
(c) Number of securities on issue
| 2015 | 2014 | |
|---|---|---|
| No. of securities | No. of securities | |
| Opening balance at the beginning of the year | 5,433,110,810 | 4,701,957,390 |
| Issue of additional equity | 65,274,552 | 804,882,384 |
| One-for-six security consolidation | (4,527,579,013) | - |
| Buy-back of contributed equity | - | (73,728,964) |
| Closing balance at the end of the year | 970,806,349 | 5,433,110,810 |
Each stapled security ranks equally with all other stapled securities for the purposes of distributions and on termination of the Group.
Each stapled security entitles the holder to vote in accordance with the provisions of the Constitutions and the Corporations Act 2001.
Transaction costs arising on the issue of equity instruments are recognised directly in equity (net of tax) as a reduction of the proceeds of the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued.
On 29 October 2014, the Group announced a one-for-six consolidation of DEXUS Property Group stapled securities. The consolidation was completed on 14 November 2014. Where the number of securities held by a security holder following the consolidation resulted in a fraction of a security, the fraction was rounded up to the nearest whole number.
Reserves and retained profits
(a) Reserves
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Foreign currency translation reserve | - | (1.8) |
| Asset revaluation reserve | 42.7 | 42.7 |
| Cash flow hedge reserve | 8.6 | (9.3) |
| Security-based payments reserve | 8.1 | 5.6 |
| Treasury securities reserve | (8.0) | (5.3) |
| Total reserves | 51.4 | 31.9 |
| Foreign currency translation reserve | ||
| Opening balance at the beginning of the year | (1.8) | (6.3) |
| Exchange differences on translating foreign operations | (0.3) | 5.3 |
| Foreign currency translation reserve transfer on disposal of foreign operations | 2.1 | (0.8) |
| Closing balance at the end of the year | - | (1.8) |
| Asset revaluation reserve | ||
| Opening balance at the beginning of the year | 42.7 | 42.7 |
| Closing balance at the end of the year | 42.7 | 42.7 |
| Cash flow hedge reserve | ||
| Opening balance at the beginning of the year | (9.3) | - |
| Changes in the fair value of cash flow hedges | 17.9 | (9.3) |
| Closing balance at the end of the year | 8.6 | (9.3) |
| Security-based payments reserve | ||
| Opening balance at the beginning of the year | 5.6 | 2.4 |
| Issue of securities to employees | (1.3) | - |
| Security-based payments expense | 3.8 | 3.2 |
| Closing balance at the end of the year | 8.1 | 5.6 |
| Treasury securities reserve | ||
| Opening balance at the beginning of the year | (5.3) | (2.2) |
| Issue of securities to employees | 1.3 | - |
| Purchase of securities | (4.0) | (3.1) |
| Closing balance at the end of the year | (8.0) | (5.3) |
(b) Nature and purpose of reserves
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the Financial Statements of foreign operations.
Asset revaluation reserve
The asset revaluation reserve is used to record the fair value adjustment arising on a business combination.
Cash flow hedge reserve
The cash flow hedge reserve is used to record the effective portion of changes in the fair value of derivatives that are designated as cash flow hedges.
Reserves and retained profits (continued)
(b) Nature and purpose of reserves (continued)
Security-based payments reserve
The security-based payments reserve is used to recognise the fair value of performance rights to be issued under the 2012 Transitional Performance Rights Plan, the Deferred Short Term Incentive Plans (DSTI) and the Long Term Incentive Plans (LTI). Refer to note 21 for further details.
Treasury securities reserve
The treasury securities reserve is used to record the acquisition of securities purchased to fulfil the obligations of the 2012 Transitional Performance Rights Plan, the Deferred Short Term Incentive Plans (DSTI) and the Long Term Incentive Plans (LTI). As at 30 June 2015, DXS held 1,170,525 stapled securities (2014: 847,825, restated to reflect the one-for-six security consolidation).
(c) Retained profits
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Opening balance at the beginning of the year | 562.3 | 471.1 |
| Net profit/(loss) attributable to security holders | 618.7 | 406.6 |
| Distributions provided for or paid | (385.6) | (315.4) |
| Closing balance at the end of the year | 795.4 | 562.3 |
Note 17
Working capital
(a) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions and other shortterm, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(b) Receivables
Rental, management fees and interest revenue are brought to account on an accruals basis. Dividends and distributions are recognised when declared and, if not received at the end of the reporting period, reflected in the Statement of Financial Position as a receivable.
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less provision for doubtful debts. Trade receivables are required to be settled within 30 days and are assessed on an ongoing basis for impairment. Receivables which are known to be uncollectable are written off by reducing the carrying amount directly. A provision for doubtful debts is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables.
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Rent receivable | 13.9 | 13.5 |
| Less: provision for doubtful debts | (0.2) | (0.1) |
| Total rental receivables | 13.7 | 13.4 |
| Distributions receivable | 12.9 | 68.8 |
| Fee receivable | 18.9 | 13.9 |
| Other receivables | 10.0 | 15.5 |
| Total other receivables | 41.8 | 98.2 |
| Total receivables | 55.5 | 111.6 |
Working capital (continued)
(c) Other current assets
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Prepayments | 12.5 | 8.1 |
| Deposit for the acquisition of investment property | 14.8 | - |
| Total other current assets | 27.3 | 8.1 |
(d) Payables
Expenses are brought to account on an accruals basis and, if not paid at the end of the reporting period, are reflected in the Statement of Financial Position as a payable.
These amounts represent liabilities for amounts owing at the end of the reporting period. The amounts are unsecured and are usually paid within 30 days of recognition.
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Trade creditors | 36.7 | 37.2 |
| Accruals | 15.7 | 15.0 |
| Accrued capital expenditure | 15.6 | 10.7 |
| Prepaid income | 10.8 | 17.9 |
| Accrued interest | 28.5 | 25.6 |
| Other payables | 3.4 | 4.7 |
| Total payables | 110.7 | 111.1 |
(e) Provisions
A provision is recognised when an obligation exists as a result of a past event and it is probable that a future outflow of cash or other benefit will be required to settle the obligation.
In accordance with the Trust's Constitution, the Group distributes its distributable income to unitholders by cash or reinvestment. Distributions are provided for when they are approved by the Board of Directors and declared.
Provision for employee benefits relates to the liabilities for wages, salaries, annual leave and long service leave.
Liabilities for employee benefits for wages, salaries and annual leave expected to be settled within 12 months represent present obligations resulting from employees' services provided to the end of the reporting period. They are measured based on remuneration wage and salary rates that the Group expects to pay at the end of the reporting period including related on-costs, such as workers compensation, insurance and payroll tax.
The provision for employee benefits for long service leave represents the present value of the estimated future cash outflows, to be made resulting from employees' services provided to the end of the reporting period.
The provision is calculated using expected future increases in wage and salary rates including related on-costs and expected settlement dates based on turnover history and is discounted using the Australian Corporate Bond Index rates at the end of the reporting period that most closely matches the term of the maturity of the related liabilities. The provision for employee benefits also includes the employee incentives schemes which are shown separately in note 21.
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Provision for distribution | 207.4 | 173.3 |
| Provision for employee benefits | 23.7 | 23.9 |
| Total current provisions | 231.1 | 197.2 |
Working capital (continued)
(e) Provisions (continued)
Movements in each class of provision during the financial year, other than employee benefits, are set out below:
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Provision for distribution | ||
| Opening balance at the beginning of the year | 173.3 | 146.2 |
| Additional provisions | 385.6 | 315.4 |
| Payment of distributions | (351.5) | (288.3) |
| Closing balance at the end of the year | 207.4 | 173.3 |
A provision for distribution has been raised for the period ended 30 June 2015. This distribution is to be paid on 31 August 2015.
Other disclosures
In this section
This section includes other information that must be disclosed to comply with the Accounting Standards, the Corporations Act 2001 or the Corporations Regulations, but which are not considered critical in understanding the financial performance or position of the Group.
Note 18
Intangible assets
Management rights represent the asset management rights owned by DEXUS Holdings Pty Limited, a wholly owned subsidiary of DXO, which entitle it to management fee revenue from both finite life trusts and indefinite life trusts. Those rights that are deemed to have a finite useful life (held at a value of \$4.8 million (2014: \$5.1 million)) are measured at cost and amortised using the straight-line method over their estimated remaining useful lives of 17 years. Management rights that are deemed to have an indefinite life are held at a value of \$286.0 million (2014: \$286.0 million).
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition.
Goodwill and management rights with an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. An impairment loss is recognised in the Statement of Comprehensive Income for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows, which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units).
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Management rights | ||
| Opening balance at the beginning of the year | 291.1 | 242.1 |
| Acquisition of management rights | - | 42.0 |
| Amortisation charge | (0.3) | (0.3) |
| Reversal of previous impairment of management rights | - | 7.3 |
| Closing balance at the end of the year | 290.8 | 291.1 |
| Cost | 294.4 | 294.4 |
| Accumulated amortisation | (3.6) | (3.3) |
| Total management rights | 290.8 | 291.1 |
| Goodwill | ||
| Opening balance at the beginning of the year | 1.5 | 1.6 |
| Impairment | (0.1) | (0.1) |
| Closing balance at the end of the year | 1.4 | 1.5 |
| Cost | 3.0 | 3.0 |
| Accumulated impairment | (1.6) | (1.5) |
| Total goodwill | 1.4 | 1.5 |
| Total intangible assets | 292.2 | 292.6 |
Intangible assets (continued)
During the current year, management carried out a review of the recoverable amount of its management rights. There was no change in the carrying value of the management rights in the current year. In the prior year there was a recognition of a reversal of previous impairments of \$7.3 million in the Statement of Comprehensive Income.
The value in use has been determined using Board approved long-term forecasts in a five year discounted cash flow model. Forecasts were based on projected returns of the business in light of current market conditions. The performance in year five has been used as a terminal value.
Key assumptions: value in use of management rights
Judgement is required in determining the following key assumptions used to calculate the value in use:
- Terminal capitalisation rate range between 10.0% 16.7% (2014: 12.5% 16.7%) was used incorporating an appropriate risk premium for a management business.
- Cash flows have been discounted at 9.0% (2014: 9.5%) based on externally published weighted average cost of capital for an appropriate peer group plus an appropriate premium for risk. A 1.0% (2014: 1.0%) decrease in the discount rate would increase the valuation by \$17.1 million (2014: \$18.7 million).
Note 19
Audit, taxation and transaction services fees
During the year, the Auditor and its related practices earned the following remuneration:
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Audit fees | ||
| PwC Australia - audit and review of Financial Statements | 1,370 | 1,150 |
| PwC fees paid in relation to outgoings audits | 111 | 145 |
| PwC Australia - regulatory audit and compliance services | 216 | 211 |
| PwC Australia - audit of DOTA | 95 | 213 |
| PwC Australia - sustainability assurance | 97 | 75 |
| Audit fees paid to PwC | 1,889 | 1,794 |
| Taxation fees | ||
| Fees paid to PwC Australia and New Zealand | 147 | 33 |
| Fees paid to PwC Australia in respect of the CPA acquisition | - | 200 |
| Taxation fees paid to PwC | 147 | 233 |
| Total audit and taxation fees paid to PwC | 2,036 | 2,027 |
| Transaction and other services fees | ||
| Fees paid to PwC Australia in respect of the CPA acquisition | - | 225 |
| Fees paid to PwC Australia - other | 67 | - |
| Total transaction and other services fees paid to PwC | 67 | 225 |
| Total audit, taxation, transaction and other services fees paid to PwC | 2,103 | 2,252 |
Reconciliation of net profit to net cash flows from operating activities
(a) Reconciliation
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Net profit/(loss) for the year | 618.7 | 406.6 |
| Capitalised interest | (6.0) | (6.1) |
| Depreciation and amortisation | 2.8 | 2.3 |
| Impairment of goodwill | 0.1 | 0.1 |
| Net fair value (gain)/loss of investment properties | (130.4) | (145.7) |
| Share of net (profit)/loss of investments accounted for using the equity method | (252.1) | (58.3) |
| Net fair value (gain)/loss of derivatives | (17.4) | 2.1 |
| Net fair value (gain)/loss of interest rate swaps | 48.5 | 50.8 |
| Amortisation of deferred borrowing costs | 3.6 | 3.7 |
| Net (gain)/loss on sale of investment properties | 3.0 | 7.7 |
| Net fair value (gain)/loss of interest bearing liabilities | 15.9 | (12.3) |
| Foreign currency translation reserve transfer on disposal of foreign operations | 2.1 | (0.8) |
| Reversal of previous impairment of management rights | - | (7.3) |
| Impairment of investments accounted for using the equity method | - | 3.3 |
| Transaction costs | - | 23.9 |
| Provision for doubtful debts | 0.1 | (0.5) |
| Distributions from investments accounted for using the equity method | 217.6 | 79.0 |
| Change in operating assets and liabilities | ||
| (Increase)/decrease in receivables | - | (70.9) |
| (Increase)/decrease in prepaid expenses | (4.5) | 2.8 |
| (Increase)/decrease in inventories | 118.9 | 42.2 |
| (Increase)/decrease in other current assets | (0.9) | (5.6) |
| (Increase)/decrease in other non-current assets | 15.8 | 58.6 |
| Increase/(decrease) in payables | 5.9 | 12.8 |
| Increase/(decrease) in current liabilities | (0.2) | 0.6 |
| Increase/(decrease) in other non-current liabilities | (1.3) | 16.8 |
| (Increase)/decrease in deferred tax assets | 21.2 | 12.5 |
| Net cash inflow/(outflow) from operating activities | 661.4 | 418.3 |
(b) Capital expenditure on investment properties
Payments for capital expenditure on investment properties include \$118.3 million (2014: \$94.8 million) of maintenance and incentive capital expenditure.
Security-based payments
The DXFM Board has approved a grant of performance rights to DXS stapled securities to eligible participants. Awards, via the 2012 Transitional Performance Rights Plan, Deferred Short Term Incentive Plans (DSTI) and Long Term Incentive Plans (LTI), will be in the form of performance rights awarded to eligible participants which convert to DXS stapled securities for nil consideration subject to satisfying specific service and performance conditions.
For each Plan, the eligible participants will be granted performance rights, based on performance against agreed key performance indicators, as a percentage of their remuneration mix. Participants must remain in employment for the vesting period in order for the performance rights to vest. Non-market vesting conditions, including Funds from Operations (FFO), Return on Equity (ROE) and employment status at vesting, are included in assumptions about the number of performance rights that are expected to vest. When performance rights vest, the Group will arrange for the allocation and delivery of the appropriate number of securities to the participant.
The fair value of performance rights granted is recognised as an employee benefit expense with a corresponding increase in the security-based payments reserve in equity. The total amount to be expensed is determined by reference to the fair value of the performance rights granted.
Key assumptions: fair value of performance rights granted
Judgement is required in determining the fair value of performance rights granted. In accordance with AASB 2 Share-based Payments, fair value is determined independently using Black-Scholes and Monte Carlo pricing models with reference to :
- the expected life of the rights;
- the security price at grant date;
- the expected price volatility of the underlying security;
- the expected distribution yield; and
- the risk free interest rate for the term of the rights and expected total security-holder returns (where applicable).
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the Group revises its estimates of the number of performance rights that are expected to vest based on the non-market vesting conditions. The impact of the revised estimates, if any, is recognised in profit or loss with a corresponding adjustment to equity.
(a) 2012 Transitional Performance Rights Plan
Subject to satisfying employment service conditions, the award has vested over a four year period ending 30 June 2015. No performance rights were granted in respect of the year ended 30 June 2015 (2014: nil). The fair value of the 2012 performance rights is \$nil per performance right and the total security-based payment expense recognised during the year ended 30 June 2015 was \$243,033 (2014: \$457,863).
(b) Deferred Short Term Incentive Plan
25% of any award under the Short Term Incentive Plan (STI) for certain participants will be deferred and awarded in the form of performance rights to DXS securities.
50% of the performance rights awards will vest one year after grant and 50% of the awards will vest two years after grant, subject to participants satisfying employment service conditions. In accordance with AASB 2 Share-based Payments, the year of employment in which participants become eligible for the DSTI, the year preceding the grant, is included in the vesting period over which the fair value of the performance rights is amortised. Consequently, 50% of the fair value of the performance rights is amortised over two years and 50% of the award is amortised over three years.
The number of performance rights granted in respect of the year ended 30 June 2015 was 356,412 (2014: 374,4481 ) and the fair value of these performance rights is \$7.30 (2014: \$6.661 ) per performance right. The total securitybased payment expense recognised during the year ended 30 June 2015 was \$1,974,287 (2014: \$1,727,708).
1 Restated to reflect the one-for-six security consolidation.
Security-based payments (continued)
(c) Long Term Incentive Plan
50% of the awards will vest three years after grant and 50% of the awards will vest four years after grant, subject to participants satisfying employment service conditions and performance hurdles. In accordance with AASB 2 Share-based Payments, the year of employment in which participants become eligible for the LTI, the year preceding the grant, is included in the vesting period over which the fair value of the performance rights is amortised. Consequently, 50% of the fair value of the performance rights is amortised over four years and 50% of the award is amortised over five years.
The number of performance rights granted in respect of the year ended 30 June 2015 was 533,328 (2014: 473,3741 ). The fair value of these performance rights is \$5.43 (2014: \$4.981 ) per performance right. The total security-based payment expense recognised during the year ended 30 June 2015 was \$1,302,660 (2014: \$726,312).
Note 22
Related parties
Responsible Entity and Investment Manager
DXH is the parent entity of DXFM, the Responsible Entity of DDF, DIT, DOT and DXO and the Trustee of DOTA.
DXH is also the parent entity of DWPL, the Responsible Entity of DWPF.
DXH is the Investment Manager of DOTA.
Management fees
Under the terms of the Constitutions of the entities within the Group, the Responsible Entity and Investment Manager are entitled to receive fees in relation to the management of the Group. DXFM's parent entity, DXH, is entitled to be reimbursed for administration expenses incurred on behalf of the Group. DEXUS Property Services Pty Limited (DXPS), a wholly owned subsidiary of DXH, is entitled to property management fees from the Group.
Related party transactions
Responsible Entity fees in relation to Group assets are on a cost recovery basis. All agreements with third party funds are conducted on normal commercial terms and conditions.
A loan of \$338.4 million from DOTA was repaid during the year.
DEXUS Wholesale Property Fund
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Responsible Entity fee income | 28,050 | 24,115 |
| Property management fee income | 12,405 | 7,397 |
| Rent paid | 63 | 7 |
| Responsible Entity fees receivable at the end of each reporting period (included above) | 2,453 | 2,150 |
| Property management fees receivable at the end of each reporting period (included above) | 1,742 | 817 |
| Administration expenses receivable at the end of each reporting period (included above) | 89 | 125 |
1 Restated to reflect the one-for-six security consolidation.
Related parties (continued)
Investments accounted for using the equity method
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Asset management fee income | 10,214 | 2,331 |
| Property management fee income | 15,156 | 2,004 |
| Rent paid | 1,235 | - |
| Responsible Entity fees receivable at the end of each reporting period (included above) | 2,594 | 2,558 |
| Property management fees receivable at the end of each reporting period (included above) | 2,915 | 906 |
| Administration expenses receivable at the end of each reporting period (included above) | 511 | 63 |
Directors
The following persons were Directors of DXFM at all times during the year and to the date of this report, unless otherwise stated:
| C T Beare, BSc, BE (Hons), MBA, PhD, FAICD 1,2,3,5,6,7 |
|---|
| E A Alexander, AM, BComm, FCA, FAICD, FCPA 1,3,8 |
| P Bingham-Hall, BA (Industrial Design), FAICD, SF (Fin) 1,7,9 |
| J C Conde, AO, BSc, BE (Hons), MBA 1,2,6,7 |
| T Dwyer, BJuris (Hons), LLB (Hons) 1,2,4,8,9 |
| C D Mitchell, BComm, MBA (Exec), FCPA , HBS (AMP) |
| W R Sheppard, BEc (Hons) 1,3,5,6,8,9 |
| D J Steinberg, BEc, FRICS, FAPI |
| P B St George, CA(SA), MBA 1,5,8,9 |
1 Independent Director.
- 2 Board Nomination, Remuneration & Governance Committee Member until 31 August 2014.
- 3 Board Audit, Risk & Sustainability Committee Member until 31 August 2014.
- 4 Board Compliance Committee Member until 31 August 2014.
- 5 Board Finance Committee Member until 31 August 2014.
- 6 Board Nomination Committee Member from 1 September 2014.
- 7 Board People & Remuneration Committee Member from 1 September 2014.
- 8 Board Audit Committee Member from 1 September 2014.
- 9 Board Risk Committee Member from 1 September 2014.
Other key management personnel
In addition to the Directors listed above, the following persons were deemed by the Board Nomination Committee to be key management personnel during all or part of the financial year:
| Name | Title |
|---|---|
| Ross Du Vernet | Executive General Manager, Strategy, Transactions & Research |
| Kevin George | Executive General Manager, Office & Industrial |
Related parties (continued)
Key management personnel compensation
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Compensation | ||
| Short-term employee benefits | 7,453 | 7,428 |
| Post employment benefits | 220 | 189 |
| Other long-term benefits | - | 48 |
| Security-based payments | 2,595 | 1,995 |
| 10,268 | 9,660 |
Equity instrument disclosures relating to key management personnel
The relevant interest in DXS stapled securities held during the financial year by each key management personnel, including their personally related parties, are set out below:
| Opening Balance 1 July 2014 |
One-for-six security consolidation |
Purchases | Performance rights granted |
Other change |
Closing Balance 30 June 2015 |
|
|---|---|---|---|---|---|---|
| Directors | 3,993,960 | (3,328,298) | 8,334 | 394,191 | - | 1,068,187 |
| Other key management personnel |
1,324,458 | (1,103,715) | - | 127,653 | - | 348,396 |
| Total | 5,318,418 | (4,432,013) | 8,334 | 521,844 | - | 1,416,583 |
The DXFM Board has approved a grant of performance rights to DXS stapled securities to eligible participants (refer to note 21). Details of the number of performance rights issued to each of the key management personnel are set out in section 3 of the Directors' Report.
There were no loans or other transactions with key management personnel or their related parties during the years ended 30 June 2015 and 30 June 2014.
Parent entity disclosures
The financial information for the parent entity of DEXUS Diversified Trust has been prepared on the same basis as the consolidated Financial Statements except as set out below:
Distributions received from associates are recognised in the parent entity's Statement of Comprehensive Income, rather than being deducted from the carrying amount of these investments.
Interests held by the parent entity in controlled entities are measured at fair value through profit and loss to reduce a measurement or recognition inconsistency.
(a) Summary financial information
The individual Financial Statements for the parent entity show the following aggregate amounts:
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Total current assets | 105.6 | 950.1 |
| Total assets | 3,724.6 | 2,581.9 |
| Total current liabilities | 183.4 | 982.8 |
| Total liabilities | 1,535.0 | 564.8 |
| Equity | ||
| Contributed equity | 1,990.6 | 1,833.4 |
| Reserves | 8.6 | (9.4) |
| Retained profits | 190.4 | 193.1 |
| Total equity | 2,189.6 | 2,017.1 |
| Net profit/(loss) for the year | 174.7 | 141.4 |
| Total comprehensive income/(loss) for the year | 192.6 | 132.1 |
(b) Guarantees entered into by the parent entity
Refer to note 14(b) for details of guarantees entered into by the parent entity.
(c) Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2015 (2014: nil).
(d) Capital commitments
The following amounts represent capital expenditure of the parent entity on investment properties contracted at the end of the reporting period but not recognised as liabilities payable:
| 2015 | 2014 | |
|---|---|---|
| \$m | \$m | |
| Investment properties | 3.0 | 6.5 |
| Total capital commitments | 3.0 | 6.5 |
Subsequent events
On 1 July 2015, the Group and DWPF exchanged contracts to jointly acquire Waterfront Place at 1 Eagle Street and Eagle Street Pier at 45 Eagle Street Brisbane, QLD, for \$635.0 million excluding acquisition costs.
On 31 July 2015, settlement occurred on the sale of 154 O'Riordan Street, Mascot, NSW for gross proceeds of \$32.0 million.
On 21 July 2015, settlement occurred on the sale of 5-13 Rosebery Avenue and 25-55 Rothschild Avenue, Rosebery, NSW for gross proceeds of \$171.0 million.
On 4 August 2015, settlement occurred on the sale of Units 10/11, 108 Silverwater Road, Silverwater, NSW for gross proceeds of \$5.5 million.
Since the end of the year, other than the matters disclosed above, the Directors are not aware of any matter or circumstance not otherwise dealt with in their Directors' Report or the Financial Statements that has significantly or may significantly affect the operations of the Group, the results of those operations, or state of the Group's affairs in future financial periods.


DEXUS Industrial Trust
(ARSN 090 879 137)
Financial Report 30 June 2015

Contents Page
| Directors' Report1 |
|---|
| Auditor's Independence Declaration7 |
| Consolidated Statement of Comprehensive Income8 |
| Consolidated Statement of Financial Position9 |
| Consolidated Statement of Changes in Equity 10 |
| Consolidated Statement of Cash Flows 11 |
| About this Report 12 |
| Notes to the Financial Statements 15 |
| Directors' Declaration 41 |
| Independent Auditor's Report 42 |
DEXUS Property Group (DXS) (ASX Code: DXS) consists of DEXUS Diversified Trust (DDF) (ARSN 089 324 541), DEXUS Industrial Trust (DIT), DEXUS Office Trust (DOT) and DEXUS Operations Trust (DXO), collectively known as DXS or the Group.
The registered office of the Group is Level 25, Australia Square, 264-278 George Street, Sydney, NSW 2000.
Under Australian Accounting Standards, DDF has been deemed the parent entity for accounting purposes. Therefore the DDF consolidated Financial Statements include all entities forming part of DXS.
All ASX and media releases, Financial Statements and other information are available on our website: www.dexus.com
The Directors of DEXUS Funds Management Limited (DXFM) as Responsible Entity of DEXUS Industrial Trust present their Directors' Report together with the consolidated Financial Statements for the year ended 30 June 2015. The consolidated Financial Statements represents DEXUS Industrial Trust and its consolidated entities (DIT or the Trust).
The Trust together with DEXUS Diversified Trust (DDF), DEXUS Office Trust (DOT) and DEXUS Operations Trust (DXO) form the DEXUS Property Group (DXS or the Group) stapled security.
1 Directors and Secretaries
1.1 Directors
The following persons were Directors of DXFM at all times during the year and to the date of this Directors' Report, unless otherwise stated:
| Directors | Appointed |
|---|---|
| Christopher T Beare | 4 August 2004 |
| Elizabeth A Alexander, AM | 1 January 2005 |
| Penny Bingham-Hall | 10 June 2014 |
| John C Conde, AO | 29 April 2009 |
| Tonianne Dwyer | 24 August 2011 |
| Craig D Mitchell | 12 February 2013 |
| W Richard Sheppard | 1 January 2012 |
| Darren J Steinberg | 1 March 2012 |
| Peter B St George | 29 April 2009 |
1.2 Company Secretaries
The names and details of the Company Secretaries of DXFM as at 30 June 2015 are as follows:
Brett D Cameron LLB/BA (Science & Technology), GAICD Appointed: 31 October 2014
Brett is the General Counsel and Company Secretary of DEXUS Property Group companies and is responsible for the legal function, company secretarial services and compliance, risk and governance systems and practices across the Group.
Prior to joining DEXUS, Brett was Head of Legal for Macquarie Real Estate (Asia) and has held senior legal positions at Macquarie Capital Funds in Hong Kong and Minter Ellison in Sydney and Hong Kong. Brett has 19 years' experience as in-house counsel and in private practice in Australia and in Asia, where he worked on real estate structuring and operations, funds management, mergers and acquisitions, private equity and corporate finance across a number of industries.
Brett graduated from The University of New South Wales and holds a Bachelor of Laws and a Bachelor of Arts (Science and Technology) and is a member of the Law Societies of New South Wales and Hong Kong. Brett is also a graduate of the Australian Institute of Company Directors.
Scott D Mahony B Bus (Acc) MBA (e-commerce) Grad Dip (Applied Corporate Governance) AGIA, RMIA Appointed: 1 April 2014
Scott is the General Manager, Compliance, Risk and Governance and is responsible for the development, implementation and oversight of DEXUS's compliance, property & corporate risk management and corporate governance programs.
Scott joined DEXUS in October 2005 after two years with Commonwealth Bank of Australia as a Senior Compliance Manager. Prior to this, Scott worked for over 11 years for Assure Services & Technology (part of AXA Asia Pacific) where he held various management roles.
Scott graduated from Charles Sturt University with a Bachelor of Business (Accountancy), a Graduate Diploma in Business Administration and an MBA. He has completed a Graduate Diploma in Applied Corporate Governance through the Governance Institute of Australia, and is a member of both the Risk Management Institution of Australasia and the Governance Institute of Australia.
2 Attendance of Directors at Board meetings and Board Committee meetings
The number of Directors' meetings held during the year and each Director's attendance at those meetings is set out in the table below. The Directors met 11 times during the year. Ten Board meetings were main meetings and one meeting was held to consider specific business.
| Main meetings held |
Main meetings attended |
Specific meetings held |
Specific meetings attended |
|
|---|---|---|---|---|
| Christopher T Beare | 10 | 10 | 1 | 1 |
| Elizabeth A Alexander, AM | 10 | 10 | 1 | 1 |
| Penny Bingham-Hall | 10 | 10 | 1 | 1 |
| John C Conde, AO | 10 | 10 | 1 | 1 |
| Tonianne Dwyer | 10 | 10 | 1 | 1 |
| Craig D Mitchell | 10 | 10 | 1 | 1 |
| W Richard Sheppard | 10 | 10 | 1 | 1 |
| Darren J Steinberg | 10 | 10 | 1 | 1 |
| Peter B St George | 10 | 10 | 1 | 1 |
Special meetings are held at a time to enable the maximum number of Directors to attend and are generally held to consider specific items that cannot be held over to the next scheduled main meeting.
During 2014, the Group undertook a detailed review of its Board Committee structure which resulted in the implementation of a streamlined Board Committee structure from 1 September 2014.
The table below sets out the number of Board Committee meetings held during the year for the Committees in place between 1 September 2014 and 30 June 2015 and each Director's attendance at those meetings.
| Board Audit Committee |
Board Risk Committee |
Board Nomination Committee |
Board People & Remuneration Committee |
||||||
|---|---|---|---|---|---|---|---|---|---|
| held | attended | held | attended | held | attended | held | attended | ||
| Christopher T Beare | - | - | - | - | 3 | 3 | 4 | 4 | |
| Elizabeth A Alexander, AM | 3 | 3 | - | - | - | - | - | - | |
| Penny Bingham-Hall | - | - | 4 | 4 | - | - | 4 | 4 | |
| John C Conde, AO | - | - | - | - | 3 | 3 | 4 | 4 | |
| Tonianne Dwyer | 3 | 3 | 4 | 4 | - | - | - | - | |
| Craig D Mitchell | - | - | - | - | - | - | - | - | |
| W Richard Sheppard | 3 | 3 | 4 | 4 | 3 | 3 | - | - | |
| Darren J Steinberg | - | - | - | - | - | - | - | - | |
| Peter B St George | 3 | 3 | 4 | 4 | - | - | - | - |
Craig D Mitchell and Darren J Steinberg were not members of any Board Committees during the year ended 30 June 2015.
2 Attendance of Directors at Board meetings and Board Committee meetings (continued)
The table below sets out the number of Board Committee meetings held during the year for the Committees in place between 1 July 2014 and 31 August 2014 and each Director's attendance at those meetings.
| Board Nomination, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Board Audit, Risk & | Board | Remuneration | |||||||
| Sustainability | Compliance | & Governance | Board Finance | ||||||
| Committee | Committee | Committee | Committee | ||||||
| held | attended | held | attended | held attended | held | attended | |||
| Christopher T Beare | 1 | 1 | - | - | 1 | 1 | 1 | 1 | |
| Elizabeth A Alexander, AM | 1 | 1 | - | - | - | - | - | - | |
| Penny Bingham-Hall | - | - | - | - | - | - | - | - | |
| John C Conde, AO | - | - | - | - | 1 | 1 | - | - | |
| Tonianne Dwyer | - | - | 1 | 1 | 1 | 1 | - | - | |
| Craig D Mitchell | - | - | - | - | - | - | - | - | |
| W Richard Sheppard | 1 | 1 | - | - | - | - | 1 | 1 | |
| Darren J Steinberg | - | - | - | - | - | - | - | - | |
| Peter B St George | - | - | - | - | - | - | 1 | 1 |
3 Directors' relevant interests
The relevant interests of each Director in DXS stapled securities as at the date of this Directors' Report are shown below:
| Directors | No. of securities |
|---|---|
| Christopher T Beare | 16,667 |
| Elizabeth A Alexander, AM | 16,667 |
| Penny Bingham-Hall | 8,334 |
| John C Conde, AO | 16,667 |
| Tonianne Dwyer | 16,667 |
| Craig D Mitchell | 300,8341 |
| W Richard Sheppard | 70,090 |
| Darren J Steinberg | 604,9281 |
| Peter B St George | 17,333 |
1 Includes interests held directly and through performance rights.
4 Review and results of operations
The results for the year ended 30 June 2015 were:
- profit attributable to unitholders was \$56.6 million (2014: \$40.0 million profit);
- total assets were \$1,082.4 million (2014: \$944.3 million); and
- net assets were \$924.9 million (2014: \$868.0 million).
A review of the results, financial position and operations of the Group, of which the Trust forms part thereof, is set out in the Operating and Financial Review of the DEXUS Property Group Financial Report and forms part of this Directors' Report.
5 Directors' directorships in other listed entities
The following table sets out directorships of other ASX listed entities (unless otherwise stated), not including DXFM, held by the Directors at any time in the three years immediately prior to the end of the year, and the period for which each directorship was held:
| Director | Company | Date appointed | Date resigned |
|---|---|---|---|
| Christopher T Beare | Mnemon Group Limited | 6 November 2009 | 27 May 2013 |
| Flexigroup Limited | 1 July 2014 | ||
| Elizabeth A Alexander, AM | Medibank Private Limited2 | 31 October 2008 | |
| Penny Bingham-Hall | Bluescope Steel Limited | 29 March 2011 | |
| John C Conde, AO | Whitehaven Coal Limited | 3 May 2007 | |
| Cooper Energy Limited | 25 February 2013 | ||
| Tonianne Dwyer | Cardno Limited | 25 June 2012 | |
| Metcash Limited | 24 June 2014 | ||
| W Richard Sheppard | Echo Entertainment Group | 21 November 2012 | |
| Peter B St George | Boart Longyear Limited | 21 February 2007 | 21 May 2013 |
| First Quantum Minerals Limited1 | 20 October 2003 |
1 Listed for trading on the Toronto Stock Exchange in Canada and the London Stock Exchange in the United Kingdom.
2 Listed for trading on the Australian Securities Exchange since 24 November 2014.
6 Principal activities
During the year the principal activity of the Trust was investment in real estate assets. There were no significant changes in the nature of the Trust's activities during the year.
7 Total value of Trust assets
The total value of the assets of the Trust as at 30 June 2015 was \$1,082.4 million (2014: \$944.3 million). Details of the basis of this valuation are outlined in the Notes to the Financial Statements and form part of this Directors' Report.
8 Likely developments and expected results of operations
In the opinion of the Directors, disclosure of any further information regarding business strategies and future developments or results of the Trust, other than the information already outlined in this Directors' Report or the Financial Statements accompanying this Directors' Report would be unreasonably prejudicial to the Trust.
9 Significant changes in the state of affairs
The Directors are not aware of any matter or circumstance not otherwise dealt with in this Directors' Report or the Financial Statements that has significantly or may significantly affect the operations of the Trust, the results of those operations, or the state of the Trust's affairs in future financial years.
10 Matters subsequent to the end of the financial year
Since the end of the financial year the Directors are not aware of any matter or circumstance not otherwise dealt with in this Directors' Report or the Financial Statements that has significantly or may significantly affect the operations of the Trust, the results of those operations, or the state of the Trust's affairs in future financial years.
11 Distributions
Distributions paid or payable by the Trust for the year ended 30 June 2015 are outlined in note 7 of the Notes to the Financial Statements and form part of the Directors' Report.
12 DXFM fees
Details of fees paid or payable by the Trust to DXFM for the year ended 30 June 2015 are outlined in note 17 of the Notes to the Financial Statements and form part of this Directors' Report.
13 Units on issue
The movement in units on issue in the Trust during the year and the number of units on issue as at 30 June 2015 are detailed in note 12 of the Notes to the Financial Statements and form part of this Directors' report.
Details of the number of interests in the Trust held by DXFM or its associates as at the end of the financial year are outlined in note 17 of the Notes to the Financial Statements and form part of this Directors' report.
The trust did not have any options on issue as at 30 June 2015 (2014: nil).
14 Environmental regulation
The Group's senior management, through its Board Risk Committee, oversee the policies, procedures and systems that have been implemented to ensure the adequacy of its environmental risk management practices. It is the opinion of this Committee that adequate systems are in place for the management of its environmental responsibilities and compliance with its various licence requirements and regulations. Further, the Committee is not aware of any material breaches of these requirements.
15 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 DEXUS Holdings Pty Limited (DXH).
PricewaterhouseCoopers (PwC or the Auditor), is indemnified out of the assets of the Trust pursuant to the DEXUS Specific Terms of Business agreed for all engagements with PwC, to the extent that the Trust inappropriately uses or discloses a report prepared by PwC. The Auditor, PwC, is not indemnified for the provision of services where such an indemnification is prohibited by the Corporations Act 2001.
16 Audit
16.1 Auditor
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
16.2 Non-audit services
The Trust may decide to employ the Auditor on assignments, in addition to their statutory audit duties, where the Auditor's expertise and experience with the Trust and/or DXS are important.
Details of the amounts paid or payable to the Auditor for audit and non-audit services provided during the year are set out in note 15 of the Notes to the Financial Statements.
The Board Audit Committee is 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 behalf) is compatible with the standard of independence for auditors imposed by the Corporations Act 2001.

DEXUS Industrial Trust Consolidated Statement of Comprehensive Income
For the year ended 30 June 2015
| 2015 | 2014 | ||
|---|---|---|---|
| Note | \$'000 | \$'000 | |
| Revenue from ordinary activities | |||
| Property revenue | 2 | 66,737 | 87,069 |
| Interest revenue | 3 | 3,850 | 19 |
| Total revenue from ordinary activities | 70,587 | 87,088 | |
| Net fair value gain of investment properties | 20,405 | - | |
| Net gain on sale of investment properties | 62 | - | |
| Net fair value gain of derivatives | 38 | - | |
| Net foreign exchange gain | - | 596 | |
| Other income | - | 26 | |
| Total income | 91,092 | 87,710 | |
| Expenses | |||
| Property expenses | 2 | (14,608) | (19,529) |
| Management fee expense | (2,183) | (2,567) | |
| Finance costs | 4 | (7,325) | (20,731) |
| Net fair value loss of derivatives | - | (252) | |
| Net fair value loss of investment properties | - | (683) | |
| Net loss on sale of investment properties | - | (4,892) | |
| Net foreign exchange loss | (9,596) | - | |
| Corporate and administration expenses | (775) | (813) | |
| Total expenses | (34,487) | (49,467) | |
| Profit/(loss) before tax | 56,605 | 38,243 | |
| Income tax benefit | 5 | - | 973 |
| Profit after tax from continuing operations | 56,605 | 39,216 | |
| Profit/(loss) from discontinued operations | - | 812 | |
| Profit/(loss) for the year | 56,605 | 40,028 | |
| Other comprehensive income/(loss): | |||
| Foreign currency translation reserve transfer on disposal of foreign operations |
13(a) | - | (812) |
| Exchange differences on translating foreign operations | 13(a) | - | 132 |
| Total other comprehensive income/(loss) | - | (680) | |
| Total comprehensive income/(loss) for the year | 56,605 | 39,348 | |
| Cents | Cents 1 | ||
| Earnings per unit on profit/(loss) attributable to unitholders of the parent entity | |||
| Basic earnings per unit | 6 | 6.20 | 5.02 |
| Diluted earnings per unit | 6 | 6.20 | 5.02 |
1 Restated to reflect the one-for-six security consolidation
| 2015 | 2014 | ||
|---|---|---|---|
| Note | \$'000 | \$'000 | |
| Current assets | |||
| Cash and cash equivalents | 14(a) | 1,979 | 2,197 |
| Receivables | 14(b) | 4,293 | 5,758 |
| Non-current assets classified as held for sale | 9 | 102,200 | - |
| Loans with related parties | 10(b)(iv) | 138,948 | 138,948 |
| Derivative financial instruments | 10(c) | 742 | 4,375 |
| Other | 1,447 | 1,095 | |
| Total current assets | 249,609 | 152,373 | |
| Non-current assets | |||
| Investment properties | 8 | 655,646 | 726,391 |
| Loans with related parties | 10(b)(iv) | 168,299 | 59,962 |
| Derivative financial instruments | 10(c) | 8,834 | 5,566 |
| Total non-current assets | 832,779 | 791,919 | |
| Total assets | 1,082,388 | 944,292 | |
| Current liabilities | |||
| Payables | 14(c) | 68,258 | 54,679 |
| Provisions | 14(d) | 67,356 | - |
| Derivative financial instruments | 10(c) | 3,961 | - |
| Total current liabilities | 139,575 | 54,679 | |
| Non-current liabilities | |||
| Derivative financial instruments | 10(c) | 17,931 | 21,401 |
| Other | 4 | 201 | |
| Total non-current liabilities | 17,935 | 21,602 | |
| Total liabilities | 157,510 | 76,281 | |
| Net assets | 924,878 | 868,011 | |
| Equity | |||
| Contributed equity | 12 | 1,258,587 | 1,190,969 |
| Retained profits/(accumulated losses) | 13 | (333,709) | (322,958) |
| Total equity | 924,878 | 868,011 |
DEXUS Industrial Trust Consolidated Statement of Changes in Equity
For the year ended 30 June 2015
| Contributed equity |
Retained profits/ (losses) |
Reserves | Total equity | ||
|---|---|---|---|---|---|
| Note | \$'000 | \$'000 | \$'000 | \$'000 | |
| Opening balance as at 1 July 2013 | 1,082,464 | (362,986) | 680 | 720,158 | |
| Profit/(loss) for the year | - | 40,028 | - | 40,028 | |
| Other comprehensive income/(loss) for the year | - | - | (680) | (680) | |
| Total comprehensive income for the year | - | 40,028 | (680) | 39,348 | |
| Transactions with owners in their capacity as unitholders: | |||||
| Issue of additional equity, net of transaction costs | 12 | 118,969 | - | - | 118,969 |
| Buy-back of contributed equity, net of transaction costs | 12 | (10,464) | - | - | (10,464) |
| Total transactions with owners in their capacity as owners | 108,505 | - | - | 108,505 | |
| Closing balance as at 30 June 2014 | 1,190,969 | (322,958) | - | 868,011 | |
| Opening balance as at 1 July 2014 | 1,190,969 | (322,958) | - | 868,011 | |
| Profit/(loss) for the year | - | 56,605 | - | 56,605 | |
| Other comprehensive income/(loss) for the year | - | - | - | - | |
| Total comprehensive income for the year | - | 56,605 | - | 56,605 | |
| Transactions with owners in their capacity as unitholders: | |||||
| Issue of additional equity, net of transaction costs | 12 | 67,618 | - | - | 67,618 |
| Distributions paid or provided for | - | (67,356) | - | (67,356) | |
| Total transactions with owners in their capacity as owners | 67,618 | (67,356) | - | 262 | |
| Closing balance as at 30 June 2015 | 1,258,587 | (333,709) | - | 924,878 |
DEXUS Industrial Trust Consolidated Statement of Cash Flows For the year ended 30 June 2015
2015 2014 Note \$'000 \$'000 Cash flows from operating activities Receipts in the course of operations (inclusive of GST) 72,536 98,192 Payments in the course of operations (inclusive of GST) (21,495) (31,791) Interest received 20 19 Finance costs paid to financial institutions (7,371) (8,739) Income and withholding taxes received/(paid) - 276 Net cash inflow/(outflow) from operating activities 16 43,690 57,957 Cash flows from investing activities Proceeds from sale of investment properties 1,345 210,263 Payments for capital expenditure on investment properties (8,866) (11,648) Net cash inflow/(outflow) from investing activities (7,521) 198,615 Cash flows from financing activities Borrowings provided to related parties (192,430) (421,693) Borrowings received from related parties 88,391 65,954 Payments for buy-back of contributed equity - (10,464) Proceeds from issue of additional equity 67,618 118,969 Distributions paid to unitholders - (10,000) Net cash inflow/(outflow) from financing activities (36,421) (257,234) Net increase/(decrease) in cash and cash equivalents (252) (662) Cash and cash equivalents at the beginning of the year 2,197 2,836 Effects of exchange rate changes on cash and cash equivalents 34 23 Cash and cash equivalents at the end of the year 1,979 2,197
About this Report
In this section
This section sets out the basis upon which the Trust's Financial Statements are prepared.
Specific accounting policies are described in their respective notes to the Financial Statements. This section also shows information on new or amended accounting standards and their impact on the financial position and performance of the Trust.
(a) Basis of preparation
DEXUS Property Group stapled securities are quoted on the Australian Securities Exchange under the "DXS" code and comprise one unit in each of DDF, DIT, DOT and DXO.
Each entity forming part of the Group 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. DEXUS Funds Management Limited (DXFM) as Responsible Entity for DDF, DIT, DOT and DXO may only unstaple the Group if approval is obtained by a special resolution of the stapled security holders.
These general purpose Financial Statements have been prepared in accordance with the requirements of the Constitution of the entities within the Group, the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements and interpretations of the Australia Accounting Standards Board. Compliance with Australian Accounting Standards ensures that the Financial Statements and notes also comply with International Financial Reporting Standards (IFRS). The Trust is a for-profit entity for the purpose of preparing Financial Statements.
Amounts in these Financial Statements have been presented in Australian dollars and rounded off in accordance with ASIC Class Order 98/100 to the nearest thousand dollars, unless otherwise indicated.
These Financial Statements are prepared on a going concern basis, using historical cost conventions except for investment properties and derivative financial instruments which are stated at their fair value. Refer to the specific accounting policies within the notes to the Financial Statements for the basis of valuation of assets and liabilities measured at fair value.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
Critical accounting estimates
In the process of applying the Group's accounting policies, management have made a number of judgements and applied estimates of future events. Judgements and estimates which are material to the financial report are discussed in the following notes:
| Note 8 | Investment properties | Page 18 |
|---|---|---|
| Note 10(c) | Derivative financial instruments | Page 30 |
(b) Principles of consolidation
These consolidated Financial Statements incorporate the assets, liabilities and results of all subsidiaries as at 30 June 2015.
(i) Controlled entities
Subsidiaries are all entities over which the Trust has control. The Trust controls an entity when the Trust is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Trust. They are deconsolidated from the date that control ceases.
(b) Principles of consolidation (continued)
(ii) Joint arrangements
Investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations each investor has, rather than the legal structure of the joint arrangement.
Joint operations
Where assets are held directly as tenants in common, the Trust's proportionate share of revenues, expenses, assets and liabilities are included in their respective items of the Statement of Financial Position and Statement of Comprehensive Income.
Joint ventures
Investments in joint ventures are accounted for using the equity method. Under this method, the Trust's share of the joint ventures' post-acquisition profits or losses is recognised in the Statement of Comprehensive Income and distributions received from joint ventures are recognised as a reduction of the carrying amount of the investment.
(c) Foreign currency
The Financial Statements are presented in Australian dollars.
Foreign currency transactions are translated into the Australian dollars functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of financial assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.
(d) Goods and services tax
Revenues, expenses and capital assets are recognised net of any amount of Australian Goods and Services Tax (GST), except where the amount of GST incurred is not recoverable. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Cash flows are included in the Statement of Cash Flows on a gross basis. The GST component of cash flows arising from investing and financing activities that is recoverable from or payable to the Australian Taxation Office is classified as cash flows from operating activities.
(e) New accounting standards and interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June 2015 reporting period. The Trust's assessment of the impact of these new standards and interpretations is set out below:
AASB 9 Financial Instruments (effective 1 July 2018).
AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. It also sets out new rules for hedge accounting and impairment of financial assets. The Trust intends to apply the standard from 1 July 2018. Application of this standard will not affect any of the amounts recognised in the Financial Statements but will require the disclosure of additional information.
AASB 15 Revenue from Contracts with Customers (effective 1 July 2018).
AASB 15 Revenue from Contracts with Customers clarifies the principles for recognising revenue from contracts with customers. It applies to all contracts with customers except leases, financial instruments and insurance contracts. The Trust intends to apply the standard from 1 July 2018 and does not expect any significant impacts.
(f) Notes to the Financial Statements
The notes include information which is required to understand the Financial Statements and is material and relevant to the operations, financial position and performance of the Trust. Information is considered material and relevant if, for example:
- the amount in question is significant because of its size or nature;
- it is important in understanding the results of the Trust;
- it helps to explain the impact of significant changes in the Trust's business;
- it relates to an aspect of the Trust's operations that is important to its future performance.
The notes to the Financial Statements have been re-ordered and re-written in order to provide more meaningful information to the readers of the Financial Statements. The notes are organised into the following sections:
| Trust performance page [x] |
Property portfolio assets page [x] |
Capital and financial risk management and working capital page [x] |
Other disclosures page [x] |
|---|---|---|---|
| 1. Operating segments | 8. Investment properties | 10. Capital and financial risk management |
15. Audit, taxation and transaction services fees |
| 2. Property revenue and expenses |
9. Non-current assets classified as held for sale |
11. Commitments and contingencies |
16. Reconciliation of net profit to net cash flows from operating activities |
| 3. Interest revenue | 12. Contributed equity | 17. Related parties | |
| 4. Finance costs | 13. Reserves and retained profits |
18. Parent entity disclosures |
|
| 5. Taxation | 14. Working capital | 19. Subsequent events | |
| 6. Earnings per unit | |||
| 7. Distributions paid and payable |
Trust performance
In this section
This section explains the results and performance of the Trust.
It provides additional information about those individual line items in the Financial Statements that the Directors consider most relevant in the context of the operations of the Trust, including: operating segments, property revenue and expenses, interest revenue, finance costs, taxation and earnings per unit.
Note 1
Operating segments
The Chief Operating Decision Maker (CODM) has been identified as the Board of Directors as they are responsible for the strategic decision making within the Group. DXS management has identified DXS's operating segments based on the sectors analysed within the management reports reviewed by the CODM in order to monitor performance across the Group and to appropriately allocate resources. Refer to the table below for a brief description of the Group's operating segments.
| Office | Office space with any associated retail space; as well as car parks and office developments in Australia and New Zealand. |
|---|---|
| Industrial | Domestic industrial properties, industrial estates and industrial developments. |
| Property management | Property management services for third party clients and owned assets. |
| Funds management | Funds management of third party client assets. |
| Development and trading | Revenue earned and costs incurred by the Group on developments and inventory. |
| All other segments | Corporate expenses associated with maintaining and operating the Group. This segment also includes the centralised treasury function. |
Consistent with how the CODM manages the business, the operating segments within DXS are reviewed on a consolidated basis and are not monitored at an individual trust level. The results of the individual trusts are not limited to any one of the segments described above.
Disclosures concerning DXS's operating segments, as well as the operating segments' key financial information provided to the CODM, are presented in the DEXUS Property Group Financial Report.
Property revenue and expenses
Rental revenue is recognised on a straight-line basis over the lease term for leases with fixed rent review clauses.
Prospective tenants may be offered incentives as an inducement to enter into operating leases. These incentives may take various forms including cash payments, rent free periods, or a contribution to certain lessee costs such as fit-out costs or relocation costs. The costs of incentives are recognised as a reduction of rental revenue on a straight-line basis from the lease commencement date to the end of the lease term. The carrying amount of the lease incentives is reflected in the fair value of investment properties.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Rent and recoverable outgoings | 64,358 | 86,406 |
| Incentive amortisation | (6,653) | (7,050) |
| Other revenue | 9,032 | 7,713 |
| Total property revenue | 66,737 | 87,069 |
Property expenses include rates, taxes and other property outgoings incurred in relation to investment properties.
Note 3
Interest revenue
Interest revenue is brought to account on an accruals basis using the effective interest rate method and, if not received at the end of the reporting period, is reflected in the Statement of Financial Position as a receivable.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Interest revenue from financial insititutions | 20 | 19 |
| Interest revenue from related parties | 3,830 | - |
| Total interest revenue | 3,850 | 19 |
Note 4
Finance costs
Borrowing costs include interest, amortisation or ancillary costs incurred in connection with arrangement of borrowings and net fair value movements of interest rate swaps. Borrowing costs are expensed as incurred unless they relate to qualifying assets.
Qualifying assets include investment properties which take more than 12 months to develop for their intended use or sale. In these circumstances, borrowing costs are capitalised to the cost of the asset during the period of time that is required to complete and develop the asset for its intended use or sale. To the extent that funds are borrowed generally to fund development, the amount of borrowing costs to be capitalised to qualifying assets must be determined by using a weighted average capitalisation rate.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Interest paid/payable | 1,042 | 2,297 |
| Interest paid to related parties | - | 11,287 |
| Net fair value loss of interest rate swaps | 5,975 | 6,900 |
| Other finance costs | 308 | 247 |
| Total finance costs | 7,325 | 20,731 |
Taxation
Under current Australian income tax legislation, DIT is not liable for income tax provided it satisfies certain legislative requirements, which were met in the current and previous financial years.
No tax expense was recognised during the year ended 30 June 2015. A reversal of a prior year tax liability during the year ended 30 June 2014 resulted in an income tax benefit of \$973,000.
Note 6
Earnings per unit
Earnings per unit are determined by dividing the net profit attributable to unitholders by the weighted average number of ordinary units outstanding during the year. Diluted earnings per unit are adjusted from the basic earnings per unit by taking into account the impact of dilutive potential units.
The weighted average number of units has been adjusted to reflect the one-for-six security consolidation.
(a) Net profit used in calculating basic and diluted earnings per unit
| 2015 | 2014 | ||
|---|---|---|---|
| \$'000 | \$'000 | ||
| Profit attributable to unitholders of the parent entity | 56,750 | 41,157 | |
| (b) Weighted average number of units used as a denominator |
|||
| 2015 | 2014 | ||
| No. of units | No. of units | ||
| Weighted average number of units outstanding used in calculation of basic and diluted earnings per unit |
915,462,824 | 820,257,691 | |
| Note 7 Distributions paid and payable |
|||
| Distributions are recognised when declared. | |||
| (a) Distribution to unitholders | |||
| 2015 | 2014 | ||
| \$'000 | \$'000 | ||
| 30 June (payable 31 August 2015) | 67,356 | - | |
| Total distributions to unitholders | 67,356 | - | |
| (b) Distribution rate | |||
| 2015 | 2014 | ||
| Cents per | Cents per | ||
| security | security | ||
| 30 June (payable 31 August 2015) | 6.94 | - | |
| Total distributions | 6.94 | - |
Property portfolio assets
In this section
Property portfolio assets are used to generate the Trust's performance and are considered to be the most relevant to the operations of the Trust. The assets are detailed in the following notes:
- Investment properties: relates to investment properties, both stabilised and under development.
- Non-current assets classified as held for sale: relates to investment properties which are expected to be sold within 12 months of the balance sheet date and are currently being marketed for sale.
The list of property portfolio assets is detailed in the Property Synopsis, available at www.dexus.com/investor-centre/dxs/announcements/asx.
Note 8
Investment properties
The Trust's investment properties consist of properties held for long-term rental yields and/or capital appreciation and property that is being constructed or developed for future use as investment property. Investment properties are initially recognised at cost including transaction costs. Investment properties are subsequently recognised at fair value in the Financial Statements.
The basis of valuations of investment properties is fair value, being the price that would be received to sell the asset in an orderly transaction between market participants at the measurement date.
Changes in fair values are recorded in the Statement of Comprehensive Income. The gain or loss on disposal of an investment property 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 Statement of Comprehensive Income in the year of disposal.
Subsequent redevelopment and refurbishment costs (other than repairs and maintenance) are capitalised to the investment property where they result in an enhancement in the future economic benefits of the property.
Leasing fees incurred and incentives provided are capitalised and amortised over the lease periods to which they relate.
| Office | Industrial | Development | 2015 | 2014 | |
|---|---|---|---|---|---|
| \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | |
| Opening balance at the beginning of the year | 150,764 | 565,424 | 10,203 | 726,391 | 925,526 |
| Additions | 1,380 | 3,700 | 470 | 5,550 | 7,578 |
| Lease incentives | 3,318 | 9,120 | - | 12,438 | 8,820 |
| Amortisation of lease incentives | (3,168) | (3,485) | - | (6,653) | (7,050) |
| Rent straightlining | 188 | 1,176 | - | 1,364 | 552 |
| Disposals | - | (1,649) | - | (1,649) | (208,352) |
| Transfer to non-current assets classified as held for sale1 | - | (102,200) | - | (102,200) | - |
| Net fair value gain/(loss) of investment properties | 3,168 | 17,910 | (673) | 20,405 | (683) |
| Closing balance at the end of the year | 155,650 | 489,996 | 10,000 | 655,646 | 726,391 |
(a) Reconciliation
1 As at 30 June 2015, certain properties have been contracted to transfer within the DXS Group. These transfers eliminate on consolidation in the DXS Group Financial Statements.
Disposals
On 23 January 2015, 79A Egerton Street, Silverwater, NSW, was disposed of for gross proceeds of \$1.7 million (carrying value of \$1.6 million).
Investment properties (continued)
(b) Valuation process
Independent valuations are carried out for each individual property at least once every three years by a member of the Australian Property Institute of Valuers. Each valuation firm and its signatory valuer are appointed on the basis that they are engaged for no more than three consecutive valuations. Independent valuations may be undertaken earlier where the Responsible Entity believes there is potential for a material change in the fair value of the property being the greatest of 5% of the asset value, or \$5 million.
The Trust's investment properties are required to be internally valued at least every six months unless they have been independently valued during the current reporting period. Internal valuations are compared to the carrying value of investment properties at the reporting date. Where the Directors determine the internal valuations present a more reliable estimate of fair value the internal valuation is adopted as book value. Internal valuations are performed by the Trust's internal valuers who hold recognised relevant professional qualifications and have previous experience as property valuers from major real estate valuation firms.
An appropriate valuation methodology is utilised according to asset class. In relation to office and industrial assets this includes the capitalisation approach (market approach) and the discounted cash flow approach (income approach). The valuation is also compared to, and supported by, direct comparison to recent market transactions. The adopted capitalisation rates and discount rates are determined based on industry expertise and knowledge and, where possible, a direct comparison to third party rates for similar assets in a comparable location. Rental revenue from current leases and assumptions about future leases, as well as any expected operational cash outflows in relation to the property, are also built into each asset assessment of fair value.
In relation to development properties under construction for future use as investment property, where reliably measurable, fair value is determined based on the market value of the property on the assumption it had already been completed at the valuation date (using the methodology as outlined above) less costs still required to complete the project, including an appropriate adjustment for industry benchmarked profit and development risk.
(c) Fair value measurement, valuation techniques and inputs
The following table represents the level of the fair value hierarchy and the associated unobservable inputs utilised in the fair value measurement for each class of investment property.
| Fair value | Range of | |||||
|---|---|---|---|---|---|---|
| Class of | Fair value | 2015 | 2014 | unobservable inputs | ||
| property | hierarchy | \$'000 | \$'000 Inputs used to measure fair value | 2015 | 2014 | |
| Office1 | Level 3 | 155,650 | 150,764 Adopted capitalisation rate | 8.25% | 8.50% | |
| Adopted discount rate | 9.00% | 9.25% | ||||
| Adopted terminal yield | 8.25% | 8.50% | ||||
| Current net market rental (per sqm) | \$378 | \$370 | ||||
| 10 year average market rental growth | 2.84% | 3.05% | ||||
| Industrial | Level 3 | 489,996 | 565,424 Adopted capitalisation rate | 7.00% - 11.00% | 7.25% - 11.00% | |
| Adopted discount rate | 8.25% - 11.50% | 9.00% - 11.50% | ||||
| Adopted terminal yield | 7.50% - 11.00% | 7.75% - 11.00% | ||||
| Current net market rental (per sqm) | \$40 - \$305 | \$43 - \$300 | ||||
| 10 year average market rental growth | 2.45% - 3.25% | 2.52% - 3.26% | ||||
| Development | Level 3 | 10,000 | 10,203 Land rate (per sqm) | \$418 | \$418 | |
| Total | 655,646 | 726,391 |
1 Excludes car parks.
Investment properties (continued)
| Key estimates: inputs used to measure fair value of investment properties |
|---|
| Judgement is required in determining the following key assumptions: |
| - Adopted capitalisation rate: The rate at which net market rental revenue is capitalised to determine the value of a property. The rate is determined with regards to market evidence and the prior external valuation. |
| - Adopted discount rate: The rate of return used to convert cash flows, payable or receivable in the future, into present value. It reflects the opportunity cost of capital, that is, the rate of return the cash can earn if put to other uses having similar risk. The rate is determined with regards to market evidence and the prior external valuation. |
| - Adopted terminal yield: The capitalisation rate used to convert the future net market rental revenue into an indication of the anticipated value of the property at the end of the holding period when carrying out a discounted cash flow calculation. The rate is determined with regards to market evidence and the prior external valuation. |
| - Net market rental (per sqm): The net market rent is the estimated amount for which a property should lease between a lessor and a lessee on appropriate lease terms in an arm's length transaction. |
| - 10 year average market rental growth: The expected annual rate of change in market rent over a 10 year forecast period in alignment with expected market movements. The rate is determined with reference to forecast market movements. |
| - Land rate (per sqm): The land rate is the market land value per sqm. |
| (d) Sensitivity information |
Significant movement in any one of the inputs listed in the table above may result in a change in the fair value of the Trust's investment properties as shown below:
| Significant inputs | Fair value measurement sensitivity to significant increase in input |
Fair value measurement sensitivity to significant decrease in input |
|---|---|---|
| Adopted capitalisation rate Adopted discount rate Adopted terminal yield |
Decrease | Increase |
| Net market rental (per sqm) 10 year average market rental growth Land rate (per sqm) |
Increase | Decrease |
Generally, a change in the assumption made for the adopted capitalisation rate is often accompanied by a directionally similar change in the adopted terminal yield. The adopted capitalisation rate forms part of the capitalisation approach whilst the adopted terminal yield forms part of the discounted cash flow approach.
Under the capitalisation approach, the net market rental has a strong interrelationship with the adopted capitalisation rate as the fair value of the investment property is derived by capitalising, in perpetuity, the total net market rent receivable. An increase (softening) in the adopted capitalisation rate may offset the impact to fair value of an increase in the total net market rent. A decrease (tightening) in the adopted capitalisation rate may also offset the impact to fair value of a decrease in the total net market rent. A directionally opposite change in the total net market rent and the adopted capitalisation rate may increase the impact to fair value.
The discounted cash flow is primarily made up of the discounted cash flow of net income over the cashflow period and the discounted terminal value (which is largely based upon market rents grown at forecast market rental growth rates capitalised at an adopted terminal yield). An increase (softening) in the adopted discount rate may offset the impact to fair value of a decrease (tightening) in the adopted terminal yield. A decrease (tightening) in the discount rate may offset the impact to fair value of an increase (softening) in the adopted terminal yield. A directionally similar change in the adopted discount rate and the adopted terminal yield may increase the impact to fair value.
Investment properties (continued)
(d) Sensitivity information (continued)
A decrease (softening) in the forecast rental growth rate may result in a negative impact on the discounted cash flow approach value whilst a strengthening may have a positive impact on the value under the same approach.
Note 9
Non-current assets classified as held for sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use, and a sale is considered highly probable.
Assets classified as held for sale relate to investment properties and are measured at fair value.
Non-current assets classified as held for sale are presented separately from the other assets in the balance sheet.
Capital and financial risk management and working capital
In this section
The Trust's overall risk management program focuses on reducing volatility from impacts in movements of financial markets and seeks to minimise potential adverse effects on the financial performance of the Trust. Note 10 Capital and financial risk management outlines how the Trust manages its exposure to a variety of financial risks (interest rate risk, foreign currency risk, liquidity risk and credit risk) and details the various derivative financial instruments entered into by the Trust.
The Board determines the appropriate capital structure of the Trust, how much is borrowed from financial institutions and capital markets (debt), and how much is raised from shareholders (equity) in order to finance the Trust's activities both now and in the future. This capital structure is detailed in the following notes:
- Debt: Commitments and contingencies in note 11;
- Equity: Contributed equity in note 12 and Reserves and retained profits in note 13.
Note 14 provides a breakdown of the working capital balances held in the Statement of Financial Position.
Note 10
Capital and financial risk management
Capital and financial risk management is carried out through a centralised treasury function which is governed by a Board approved Treasury Policy. The Trust (as part of DXS) has an established governance structure which consists of the Group Management Committee and Capital Markets Committee.
The Board has appointed a Group Management Committee responsible for achieving DEXUS's goals and objectives, including the prudent financial and risk management of the Trust. The Group Management Committee generally meets weekly. A Capital Markets Committee has been established to advise the Group Management Committee.
The Capital Markets Committee is a management committee that is accountable to the Board. It convenes at least quarterly and conducts a review of financial risk management exposures including liquidity, funding strategies and hedging. It is also responsible for the development of financial risk management policies and funding strategies for recommendation to the Board, and the approval of treasury transactions within delegated limits and powers.
(a) Capital risk management
The Trust manages its capital to ensure that entities within the Trust will be able to continue as a going concern while maximising the return to owners through the optimisation of the debt and equity balance.
The capital structure of the Trust consists of debt, cash and cash equivalents, and equity attributable to security holders. The Trust continuously monitors its capital structure and it is managed in consideration of the following factors:
- the cost of capital and the financial risks associated with each class of capital;
- gearing levels and other debt covenants;
- potential impacts on net tangible assets and security holders' equity;
- potential impacts on the DXS Group's credit rating; and
- other market factors.
The trust is not rated by rating agencies, however, DXS is rated A- by Standard and Poor's (S&P) and A3 by Moody's. Gearing levels and bank debt covenants are managed holistically as part of the DXS Group.
DXFM, the Responsible Entity for the Trust, has been issued with an Australian Financial Services Licence (AFSL). The licence is subject to certain capital requirements including the requirement to maintain liquidity above specified limits. DXFM must also prepare rolling cash projections over at least the next 12 months and demonstrate it will have access to sufficient financial resources to meet its liabilities that are expected to be payable over that period. Cash projections and assumptions are approved, at least quarterly, by the Board of the Responsible Entity.
Capital and financial risk management (continued)
(b) Financial risk management
The Trust's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Trust. The Trust's principal financial instruments, other than derivatives, comprise cash and related party loans. The main purpose of financial instruments is to manage liquidity and hedge the Trust's exposure to financial risks namely:
- interest rate risk;
- foreign currency risk;
- liquidity risk; and
- credit risk.
The Trust uses derivatives to reduce the Trust's exposure to fluctuations in interest rates and foreign exchange rates. These derivatives create an obligation or a right that effectively transfers one or more of the risks associated with an underlying financial instrument, asset or obligation. Derivative financial instruments that the Trust may use to hedge its risks include:
- interest rate swaps;
- cross currency interest rate swaps;
- foreign exchange contracts; and
- option contracts (interest rate).
The Trust does not trade in derivative instruments for speculative purposes. The Trust uses different methods to measure the different types of risks to which it is exposed, including monitoring the current and forecast levels of exposure and conducting sensitivity analysis.
(i) Market risk
Interest rate risk
Interest rate risk arises from interest bearing financial assets and liabilities that the Trust utilises. Non-derivative interest bearing financial instruments are predominately short term liquid assets and long term debt issued at fixed rates which expose the Trust to fair value interest rate risk as the Trust may pay higher interest costs than if it were at variable rates. The Trust's borrowings which have a variable interest rate give rise to cash flow interest rate risk as variable interest rates may increase.
The Trust's risk management policy for interest rate risk seeks to minimise the effects of interest rate movements on its asset and liability portfolio through active management of the exposures. The policy prescribes minimum and maximum hedging amounts for the Trust, which is managed on a portfolio basis.
The Trust maintains a mix of offshore and local currency fixed rate and variable rate debt, as well as a mix of long term and short term debt. The Trust primarily enters into interest rate swaps and cross currency interest rate swap agreements to manage the associated interest rate risk. The Trust hedges the interest rate and currency risk on the majority of its foreign currency borrowings by entering into cross currency swaps, which have the economic effect of converting foreign currency borrowings to local currency borrowings at contracted rates. The derivative contracts are recorded at fair value in the Statement of Financial Position, being the market value as quoted in an active market.
Interest rate swaps require settlement of net interest receivable or payable each 90 or 180 days. The settlement dates coincide with the dates on which the interest is payable on the underlying debt. The receivable and payable legs on interest rate swap contracts are settled on a net basis. The net notional amount of average fixed rate debt and interest rate swaps in place in each year and the weighted average effective hedge rate is set out below.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (i) Market risk (continued)
Interest rate risk (continued)
| June 2016 | June 2017 | June 2018 | June 2019 | June 2020 | > June 2021 | |
|---|---|---|---|---|---|---|
| \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | |
| Interest rate swaps | ||||||
| A\$ hedged1 | 261,667 | 220,000 | 150,833 | 170,000 | 40,000 | - |
| A\$ hedge rate (%) | 4.64% | 4.20% | 5.62% | 6.03% | 2.04% | 0.00% |
| Combined fixed debt and swaps (A\$ equivalent) | 261,667 | 220,000 | 150,833 | 170,000 | 40,000 | - |
| Hedge rate (%) | 4.64% | 4.20% | 5.62% | 6.03% | 2.04% | 0.00% |
1 Amounts do not include fixed rate debt that has been swapped to floating rate debt through cross currency swaps.
Sensitivity analysis on interest expense
The table below shows the impact on the Trust's net interest expense of a 50 basis point increase or decrease in market interest rates. The sensitivity on cash flow arises due to the impact that a change in interest rates will have on the Trust's floating rate debt and derivative cash flows. Net interest expense is only sensitive to movements in market rates to the extent that floating rate debt is not hedged.
| 2015 | 2014 | ||
|---|---|---|---|
| (+/-) \$'000 | (+/-) \$'000 | ||
| +/- 0.50% (50 basis points) | A\$ | 652 | 432 |
| Total A\$ equivalent | 652 | 432 |
The increase or decrease in interest expense is proportional to the increase or decrease in interest rates.
Sensitivity analysis on fair value of interest rate swaps
The sensitivity analysis on interest rate swaps below shows the effect on net profit or loss for changes in the fair value of interest rate swaps for a 50 basis point increase or decrease in short-term and long-term market interest rates. The sensitivity on fair value arises from the impact that changes in market rates will have on the valuation of the interest rate swaps.
The fair value of interest rate swaps is calculated as the present value of estimated future cash flows on the instruments. Although interest rate swaps are transacted for the purpose of providing the Trust with an economic hedge, the Trust has elected not to apply hedge accounting to these instruments. Accordingly, gains or losses arising from changes in the fair value are reflected in the profit or loss.
| (+/-) \$'000 (+/-) \$'000 +/- 0.50% (50 basis points) A\$ 3,538 4,217 +/- 0.50% (50 basis points) US\$ (150) (328) |
2015 | 2014 | |
|---|---|---|---|
| Total A\$ equivalent 3,388 3,889 |
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (i) Market risk (continued)
Interest rate risk (continued)
Sensitivity on fair value of cross currency swaps
The sensitivity analysis on cross currency interest rates swaps below shows the effect on net profit or loss for changes in the fair value for a 50 basis points increase and decrease in market rates. The sensitivity on fair value arises from the impact that changes in short-term and long-term market rates will have on the valuation of the cross currency swaps.
| 2015 | 2014 | |
|---|---|---|
| (+/-) \$'000 | (+/-) \$'000 | |
| +/- 0.50% (50 basis points) | 17 | 77 |
| Total A\$ equivalent | 17 | 77 |
1 The above analysis does not include sensitivity to movements in BILLS LIBOR
Foreign currency risk
Foreign currency risk refers to the risk that the value or the cash flows arising from a financial commitment, or recognised asset or liability will fluctuate due to changes in foreign currency rates. The Trust's foreign currency risk arises primarily from:
- highly probable forecast transactions denominated in foreign currency; and
- borrowings denominated in foreign currency.
The objective of the Trust's foreign exchange risk management policy is to ensure that movements in exchange rates have minimal adverse impact on the Trust's foreign currency assets and liabilities.
Foreign currency assets and liabilities
Where foreign currency borrowings are used to fund Australian investments, the Trust transacts cross currency swaps to reduce the risk that movements in foreign exchange rates will have an impact on security holder's equity and net tangible assets.
(ii) Liquidity risk
Liquidity risk is associated with ensuring that there are sufficient funds available to meet the Trust's financial commitments as and when they fall due and planning for any unforeseen events which may curtail cash flows. The Trust identifies and manages liquidity risk across the following categories:
- short-term liquidity management covering the month ahead on a rolling basis with continuous monitoring of forecast and actual cash flows;
- medium-term liquidity management of liquid assets, working capital and standby facilities to cover Trust cash requirements over the next 1-24 month period. The Trust maintains a level of committed borrowing facilities above the forecast committed debt requirements (liquidity headroom buffer). Committed debt includes future expenditure that has been approved by the Board or Investment Committee (as required within delegated limits); and
- long-term liquidity management through ensuring an adequate spread of maturities of borrowing facilities so that refinancing risk is not concentrated in certain time periods, and ensuring an adequate diversification of funding sources where possible, subject to market conditions.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (ii) Liquidity risk (continued)
Refinancing risk
Refinancing risk is the risk that the Trust:
- will be unable to refinance its debt facilities as they mature; and/or
- will only be able to refinance its debt facilities at unfavourable interest rates and credit market conditions (margin price risk).
The Group's key risk management strategy for margin price risk on refinancing is to spread the maturities of debt facilities over different time periods to reduce the volume of facilities to be refinanced and the exposure to market conditions in any one period.
An analysis of the contractual maturities of the Trust's interest bearing liabilities and derivative financial instruments is shown in the table below. The amounts in the table represent undiscounted cash flows.
| 2015 | 2014 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Within one | Between one and |
Between two and |
After five | Within one | Between one and |
Between two and |
After five | |||
| year | two years | five years | years | Total | year | two years | five years | years | Total | |
| \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | |
| Cash | 1,979 | - | - | - | 1,979 | 2,197 | - | - | - | 2,197 |
| Receivables | 4,293 | - | - | - | 4,293 | 5,758 | - | - | - | 5,758 |
| Payables | (68,258) | - | - | - | (68,258) (54,679) | - | - | - | (54,679) | |
| (61,986) | - | - | - | (61,986) (46,724) | - | - | - | (46,724) | ||
| Interest bearing liabilities & interest Loans receivable/(payable) with related parties and interest1 |
(8,270) | (8,270) (176,569) | - | (193,108) | 2,898 | 2,898 | 65,758 | - | 71,554 | |
| Derivative financial instruments | ||||||||||
| Derivative assets | 2,165 | 27,458 | - | - | 29,623 | 49,929 | 1,222 | 22,384 | - | 73,535 |
| Derivative liabilities | (7,212) (22,558) (20,660) | - | (50,430) (51,319) | (6,149) (26,812) | (1,652) (85,932) | |||||
| Total net derivative financial instruments2 | (5,047) | 4,900 | (20,660) | - | (20,807) | (1,390) | (4,927) | (4,428) | (1,652) (12,397) |
1 Includes estimated interest.
2 The notional maturities on derivatives are shown for cross currency interest rate swaps (refer to foreign exchange rate risk) as they are the only instruments where a principal amount is exchanged. For interest rate swaps, only the net interest cash flows (not the notional principal) are included. Refer to note 10(c) for fair value of derivatives. Refer to note 11(b) for financial guarantees.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (iii) Credit risk
Credit risk is the risk that counterparty will not fulfil its obligations under the terms of a financial instrument and will cause financial loss to the Trust. The Trust has exposure to credit risk on all financial assets included in the Trust's Statement of Financial Position.
The Trust manages this risk by:
- adopting a process for determining an approved counterparty, with consideration of qualitative factors as well as the counterparty's credit rating;
- regularly monitoring counterparty exposure within approved credit limits that are based on the lower of a S&P, Moody's and Fitch credit rating. The exposure includes the current market value of in-the-money contracts as well as potential exposure, which is measured with reference to credit conversion factors as per APRA guidelines;
- entering into ISDA Master Agreements once a financial institution counterparty is approved;
- monitoring tenant exposure within approved credit limits;
- for some trade receivables, obtaining collateral where necessary in the form of bank guarantees and tenant bonds; and
- regularly monitoring loans and receivables on an ongoing basis.
A minimum S&P rating of A– (or Moody's or Fitch equivalent) is required to become or remain an approved counterparty unless otherwise approved by the DEXUS board.
The Trust is exposed to credit risk on cash balances and on derivative financial instruments with financial institutions. The Trust has a policy that sets limits as to the amount of credit exposure to each financial institution. New derivatives and cash transactions are limited to financial institutions that meet minimum credit rating criteria in accordance with the Trust's policy requirements.
Financial instrument transactions are spread among a number of approved financial institutions within specified credit limits to minimise the Trust's exposure to any one counterparty. As a result, there is no significant concentration of credit risk for financial instruments.
The maximum exposure to credit risk at 30 June 2015 is the carrying amounts of financial assets recognised on the Statement of Financial Position.
As at 30 June 2015, there were no significant concentrations of credit risk for trade receivables. Trade receivable balances and the credit quality of trade debtors are monitored on an ongoing basis. The tables below show the ageing analysis of loans and receivables net of provisions of the Trust.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| 0-30 days | 2,343 | 5,393 |
| 31-60 days | 146 | 133 |
| 61-90 days | 64 | 54 |
| Over 91 days | 1,740 | 178 |
| Total receivables net of provisions | 4,293 | 5,758 |
Amounts over 31 days are past due, however, no receivables are impaired. The credit quality of financial assets that are neither past due nor impaired is monitored to make sure there are no adverse changes in credit quality.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (iv) Fair value
The Trust has classified its financial assets and liabilities as follows:
| Financial asset/liability | Classification | Valuation basis | Reference |
|---|---|---|---|
| Receivables1 | Loans and receivables | Amortised cost | Refer to note 14(b) |
| Payables1 | Financial liability at amortised cost | Amortised cost | Refer to note 14(c) |
| Non-interest bearing loan from Loans and receivables related party |
Amortised cost | Refer to note 17 | |
| Derivatives | Fair value through profit or loss | Fair value | Refer to note 10(c) |
1 The face value of these is approximately equal to their fair value; these amounts are unsecured and are usually paid within 30 days of recognition.
Financial assets and liabilities are classified in accordance with the purpose for which they were acquired. As noted in section (c) below, derivative financial instruments are initially recognised in the Statement of Financial Position at fair value on the date on which the derivative contract is entered into and subsequently remeasured to fair value.
The valuation techniques applied by the Trust are consistent with those applied in prior year financial reports. The valuation technique used to measure the various financial instruments namely foreign currency contracts and interest rate contracts is based on market observable spot exchange rates and interest rate yield curves. This method records any change in fair value of a derivative in the Financial Statements.
The carrying amounts and estimated fair value of all the Group's financial assets and liabilities recognised in the Financial Statements are as follows:
| 2015 | 2015 | 2014 | 2014 | |
|---|---|---|---|---|
| Carrying | Carrying | |||
| amount1 | Fair value2 | amount1 | Fair value2 | |
| \$'000 | \$'000 | \$'000 | \$'000 | |
| Financial assets | ||||
| Cash and cash equivalents | 1,979 | 1,979 | 2,197 | 2,197 |
| Loans and receivables (current) | 4,293 | 4,293 | 5,758 | 5,758 |
| Derivative assets | 9,576 | 9,576 | 9,941 | 9,941 |
| Non-interest bearing loans with related parties3 | 138,948 | 138,948 | 138,948 | 138,948 |
| Interest bearing loans with related parties4 | 168,299 | 168,299 | 59,962 | 59,962 |
| Total financial assets | 323,095 | 323,095 | 216,806 | 216,806 |
| Financial liabilities | ||||
| Trade payables | 68,258 | 68,258 | 54,679 | 54,679 |
| Derivative liabilities | 21,892 | 21,892 | 21,401 | 21,401 |
| Total financial liabilities | 90,150 | 90,150 | 76,080 | 76,080 |
1 Carrying value is equal to the value of the financial instruments on the Statement of Financial Position.
2 Fair value is the price that would be received to transfer the asset or liability in an orderly transaction between market participants at the measurement date. Where there is a difference between the carrying amount and fair value, the difference is not recognised in the Statement of Financial Position.
3 Non-interest bearing loans with entities within DXS were created to effect the stapling of the Trust, DDF, DOT and DXO. These loan balances eliminate on consolidation within DXS.
4 Interest bearing loans with DEXUS Finance Pty Limited (DXF). These loan balances eliminate on consolidation within DXS.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (iv) Fair value (continued)
The Trust uses the following methods in the determination and disclosure of the fair value of financial instruments:
Level 1: the fair value is calculated using quoted prices in active markets.
Level 2: the fair value is determined using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: the fair value is estimated using inputs for the asset or liability that are not based on observable data.
All financial instruments were measured at Level 2 for the periods presented in this report. During the year, there were no transfers between Level 1, 2 and 3 fair value measurements.
(v) Offsetting financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position where the Trust currently has a legally enforceable right to set-off the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The Trust has also entered into arrangements that do not meet the criteria for offsetting except in certain circumstances such as bankruptcy or the termination of the underlying contract.
The Trust does not have any agreements in place with derivative counterparties that allow for offsetting financial assets and financial liabilities.
Master netting arrangements – not currently enforceable
Agreements with derivative counterparties are based on an ISDA Master Agreement. Under the terms of these arrangements, where certain credit events occur (such as default), the net position owing/receivable to a single counterparty in the same currency will be taken as owing and all the relevant arrangements terminated. As the Trust does not presently have a legally enforceable right of set-off, these amounts have not been offset in the Statement of Financial Position.
(c) Derivative financial instruments
A derivative is a type of financial instrument typically used to manage risk. A derivative's value changes over time in response to underlying variables including interest rates or exchange rates and is entered into for a fixed period. A hedge is where a derivative is used to manage an underlying exposure and the Trust uses derivatives to manage its exposure to interest rates and foreign exchange risk accordingly.
Written policies and limits are approved by the Board of Directors of the Responsible Entity, in relation to the use of financial instruments to manage financial risks. 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.
Derivatives including interest rate swaps, the interest rate component of cross currency swaps, and foreign exchange contracts, are measured at fair value with any changes in fair value recognised in the Statement of Comprehensive Income.
At inception the Trust can elect to formally designate and document the relationship between certain hedge derivative instruments (cross currency interest rate swaps only) and the associated hedged items (foreign currency bonds only). The Trust also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.
Capital and financial risk management (continued)
(c) Derivative financial instruments (continued)
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Current assets | ||
| Interest rate swap contracts | 742 | 1,174 |
| Cross currency swap contracts | - | 3,201 |
| Total current assets - derivative financial instruments | 742 | 4,375 |
| Non-current assets | ||
| Interest rate swap contracts | 1,766 | 3,479 |
| Cross currency swap contracts | 7,068 | 2,087 |
| Total non-current assets - derivative financial instruments | 8,834 | 5,566 |
| Current liabilities | ||
| Interest rate swap contracts | 3,953 | - |
| Cross currency swap contracts | 8 | - |
| Total current liabilities - derivative financial instruments | 3,961 | - |
| Non-current liabilities | ||
| Interest rate swap contracts | 17,931 | 21,401 |
| Total non-current liabilities - derivative financial instruments | 17,931 | 21,401 |
| Net derivative financial instruments | (12,316) | (11,460) |
Key assumptions: fair value of derivatives
The fair value of derivative financial instruments has been determined based on a discounted cash flow analysis using observable market inputs (interest rates, exchange rates and currency basis) and applying a credit or debit valuation adjustment based on the current credit worthiness of counterparties and the Group. Refer to note 10(b)(iv) Capital and financial Risk Management for further detail.
Commitments and contingencies
(a) Commitments
(i) Capital commitments
The following amounts represent remaining capital expenditure on investment properties and inventories contracted at the end of each reporting period but not recognised as liabilities payable:
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Investment properties | 1,196 | 539 |
| Total capital commitments | 1,196 | 539 |
(ii) Lease receivable commitments
The future minimum lease payments receivable by the Trust are:
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Within one year | 42,095 | 41,352 |
| Later than one year but not later than five years | 117,016 | 114,438 |
| Later than five years | 71,716 | 70,521 |
| Total lease receivable commitments | 230,827 | 226,311 |
(b) Contingencies
The Trust, together with DDF, DOT and DXO, is a guarantor of a total of A\$3,572.4 million of interest bearing liabilities (refer note 13 of the DEXUS Property Group Financial Report). The guarantees have been given in support of debt outstanding and drawn against these facilities, and may be called upon in the event that a borrowing entity has not complied with certain requirements such as failure to pay interest or repay a borrowing, whichever is earlier. During the period no guarantees were called.
The above guarantees are issued in respect of the Trust and do not constitute an additional liability to those already existing in interest bearing liabilities on the Statement of Financial Position.
The Directors of the Responsible Entity are not aware of any other contingent liabilities 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.
Contributed equity
(a) Contributed equity
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Opening balance at the beginning of the year | 1,190,969 | 1,082,464 |
| Issue of additional equity, net of transaction costs | 67,618 | 118,969 |
| Buy-back of contributed equity, net of transaction costs | - | (10,464) |
| Closing balance at the end of the year | 1,258,587 | 1,190,969 |
(b) Number of units on issue
| 2015 | 2014 | |
|---|---|---|
| No. of units | No. of units | |
| Opening balance at the beginning of the year | 5,433,110,810 | 4,701,957,390 |
| Issue of additional equity | 65,274,552 | 804,882,384 |
| One-for-six security consolidation | (4,527,579,013) | - |
| Buy-back of contributed equity | - | (73,728,964) |
| Closing balance at the end of the year | 970,806,349 | 5,433,110,810 |
Each stapled security ranks equally with all other stapled securities for the purposes of distributions and on termination of the Trust.
Each stapled security entitles the holder to vote in accordance with the provisions of the Constitutions and the Corporations Act 2001.
Transaction costs arising on the issue of equity instruments are recognised directly in equity (net of tax) as a reduction of the proceeds of the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued.
On 29 October 2014, the Group announced a one-for-six consolidation of DEXUS Property Group stapled securities. The consolidation was completed on 14 November 2014. Where the number of securities held by a security holder following the consolidation resulted in a fraction of a security, the fraction was rounded up to the nearest whole number.
Note 13
Reserves and retained profits
(a) Reserves
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Foreign currency translation reserve | - | - |
| Total reserves | - | - |
| Movements: | ||
| Opening balance at the beginning of the year | - | 680 |
| Exchange differences on translating foreign operations | - | 132 |
| Foreign currency translation reserve transfer on disposal of foreign operations | - | (812) |
| Closing balance at the end of the year | - | - |
Reserves and retained profits (continued)
(b) Nature and purpose of reserves
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the Financial Statements of foreign operations.
(c) Retained profits/(accumulated losses)
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Opening balance at the beginning of the year | (322,958) | (362,986) |
| Net profit/(loss) attributable to security holders | 56,606 | 40,028 |
| Distributions provided for or paid | (67,356) | - |
| Closing balance at the end of the year | (333,708) | (322,958) |
Note 14
Working capital
(a) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions and other shortterm, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(b) Receivables
Rental and interest revenue are brought to account on an accruals basis. Dividends and distributions are recognised when declared and, if not received at the end of the reporting period, reflected in the Statement of Financial Position as a receivable.
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less provision for doubtful debts. Trade receivables are required to be settled within 30 days and are assessed on an ongoing basis for impairment. Receivables which are known to be uncollectable are written off by reducing the carrying amount directly. A provision for doubtful debts is established when there is objective evidence that the Trust will not be able to collect all amounts due according to the original terms of the receivables.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Rent receivable | 1,966 | 2,458 |
| Total rental receivables | 1,966 | 2,458 |
| Interest receivable | 489 | - |
| Other receivables | 1,838 | 3,300 |
| Total other receivables | 2,327 | 3,300 |
| Total receivables | 4,293 | 5,758 |
Working capital (continued)
(c) Payables
Expenses are brought to account on an accruals basis and, if not paid at the end of the reporting period, are reflected in the Statement of Financial Position as a payable.
These amounts represent liabilities for amounts owing at the end of the reporting period. The amounts are unsecured and are usually paid within 30 days of recognition.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Trade creditors | 4,248 | 5,110 |
| Accruals | 2,455 | 2,821 |
| Accrued capital expenditure | 2,417 | 909 |
| Prepaid income | 1,121 | 1,746 |
| Management fee payable | 185 | 392 |
| Accrued interest | - | 1,409 |
| Other payable to related parties | 52,279 | 40,944 |
| Other payables | 5,553 | 1,348 |
| Total payables | 68,258 | 54,679 |
(d) Provisions
A provision is recognised when an obligation exists as a result of a past event and it is probable that a future outflow of cash or other benefit will be required to settle the obligation.
In accordance with the Trust's Constitution, the Trust distributes its distributable income to unitholders by cash or reinvestment. Distributions are provided for when they are approved by the Board of Directors and declared.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Provision for distribution | 67,356 | - |
| Total current provisions | 67,356 | - |
| Movements in the provision for distribution during the financial year are set out below: | ||
| 2015 | 2014 | |
| \$'000 | \$'000 | |
| Provision for distribution | ||
| Opening balance at the beginning of the year | - | 10,000 |
| Additional provisions | 67,356 | - |
| Payment of distributions | - | (10,000) |
| Closing balance at the end of the year | 67,356 | - |
A provision for distribution has been raise for the period ended 30 June 2015. This distribution is to be paid on 31 August 2015.
Other disclosures
In this section
This section includes other information that must be disclosed to comply with the Accounting Standards, the Corporations Act 2001 or the Corporations Regulations, but which are not considered critical in understanding the financial performance or position of the Trust.
Note 15
Audit, taxation and transaction services fees
During the year, the Auditor and its related practices earned the following remuneration:
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| Audit fees | ||
| PwC Australia - audit and review of Financial Statements | 300,000 | 285,214 |
| PwC fees paid in relation to outgoings audits | 3,200 | 9,000 |
| PwC Australia - regulatory audit and compliance services | 8,500 | 7,240 |
| Audit fees paid to PwC | 311,700 | 301,454 |
| Taxation fees | ||
| Fees paid to PwC Australia | - | 5,000 |
| Taxation fees paid to PwC | - | 5,000 |
| Total audit and taxation fees paid to PwC | 311,700 | 306,454 |
| Total audit, taxation and transaction services fees paid to PwC | 311,700 | 306,454 |
Reconciliation of net profit to net cash flows from operating activities
(a) Reconciliation
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Net profit/(loss) for the year | 56,605 | 40,028 |
| Net fair value (gain)/loss of investment properties | (20,405) | 683 |
| Net fair value (gain)/loss of derivatives | (38) | 252 |
| Net fair value (gain)/loss of interest rate swaps | 4,549 | 6,619 |
| Net (gain)/loss on sale of investment properties | (62) | 4,892 |
| Net foreign exchange (gain)/loss | 9,596 | (596) |
| Foreign currency translation reserve transfer on disposal of foreign operations | - | (812) |
| Change in operating assets and liabilities | ||
| (Increase)/decrease in receivables | 184 | (317) |
| (Increase)/decrease in prepaid expenses | (352) | 1,055 |
| (Increase)/decrease in other non-current assets | (676) | 2,927 |
| Increase/(decrease) in payables | (5,514) | (2,244) |
| Increase/(decrease) in other non-current liabilities | (197) | 5,470 |
| Net cash inflow/(outflow) from operating activities | 43,690 | 57,957 |
Note 17
Related parties
Responsible Entity and Investment Manager
DXFM is the Responsible Entity of the Trust.
Management fees
Under the terms of the Trust's Constitutions, the Responsible Entity is entitled to receive fees in relation to the management of the Trust. DXFM's parent entity, DXH, is entitled to be reimbursed for administration expenses incurred on behalf of the Trust. DEXUS Property Services Pty Limited (DXPS), a wholly owned subsidiary of DXH, is entitled to property management fees from the Trust.
Related party transactions
Responsible Entity fees in relation to the Trust assets are on a cost recovery basis.
Related parties (continued)
There were a number of transactions and balances between the Trust and the Responsible Entity and its related entities, as detailed below:
DEXUS Funds Management Limited and its related entities
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| Responsible Entity fees paid and payable | 2,229,262 | 2,566,697 |
| Property management fees paid and payable to DXPS | 1,710,226 | 1,869,777 |
| Responsible Entity fees payable at the end of each reporting period (included above) | 184,866 | 193,384 |
| Property management fees payable at the end of each reporting period (included above) | 1,174,176 | 244,950 |
| Administration expenses payable at the end of each reporting period (included above) | 50,667 | 50,879 |
| Sale of 1-55 Rothchild Ave, Rosebery, NSW to DXO | - | 34,514,275 |
| Sale of 5-13 Rosebery Ave, Rosebery, NSW to DXO | - | 58,887,127 |
Entities within DXS
Aggregate amounts included in the determination of profit that resulted from transactions with each class of other related parties:
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| Interest revenue | 3,829,655 | - |
| Interest expense | - | 11,287,303 |
| Interest bearing loans advanced from entities within DXS | 88,391,440 | 65,954,000 |
| Interest bearing loans advanced to entities within DXS | 192,429,525 | 421,693,000 |
Directors
The following persons were Directors of DXFM at all times during the year and to the date of this report, unless otherwise stated:
| C T Beare, BSc, BE (Hons), MBA, PhD, FAICD 1,2,3,5,6,7 |
|---|
| E A Alexander, AM, BComm, FCA, FAICD, FCPA 1,3,8 |
| P Bingham-Hall, BA (Industrial Design), FAICD, SF (Fin) 1,7,9 |
| J C Conde, AO, BSc, BE (Hons), MBA 1,2,6,7 |
| T Dwyer, BJuris (Hons), LLB (Hons) 1,2,4,8,9 |
| C D Mitchell, BComm, MBA (Exec), FCPA , HBS (AMP) |
| W R Sheppard, BEc (Hons) 1,3,5,6,8,9 |
| D J Steinberg, BEc, FRICS, FAPI |
| P B St George, CA(SA), MBA 1,5,8,9 |
1 Independent Director.
- 2 Board Nomination, Remuneration & Governance Committee Member until 31 August 2014.
- 3 Board Audit, Risk & Sustainability Committee Member until 31 August 2014.
- 4 Board Compliance Committee Member until 31 August 2014.
- 5 Board Finance Committee Member until 31 August 2014.
- 6 Board Nomination Committee Member from 1 September 2014.
- 7 Board People & Remuneration Committee Member from 1 September 2014.
- 8 Board Audit Committee Member from 1 September 2014.
- 9 Board Risk Committee Member from 1 September 2014.
Related parties (continued)
Other key management personnel
In addition to the Directors listed above, the following persons were deemed by the Board People & Remuneration Committee to be key management personnel during all or part of the financial year:
| Name | Title |
|---|---|
| Ross Du Vernet | Executive General Manager, Strategy, Transactions & Research |
| Kevin George | Executive General Manager, Office & Industrial |
Key management personnel compensation
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| Compensation | ||
| Short-term employee benefits | 7,453,029 | 7,428,170 |
| Post employment benefits | 219,677 | 189,291 |
| Other long-term benefits | - | 47,700 |
| Security-based payments | 2,595,615 | 1,995,116 |
| 10,268,321 | 9,660,277 |
Equity instrument disclosures relating to key management personnel
The relevant interest in DXS stapled securities held during the financial year by each key management personnel, including their personally related parties, are set out below:
| Opening Balance 1 July 2014 |
One-for-six security consolidation |
Purchases | Performance rights granted |
Other change | Opening Balance 30 June 2015 |
|
|---|---|---|---|---|---|---|
| Directors | 3,993,960 | (3,328,298) | 8,334 | 394,191 | - | 1,068,187 |
| Other key management personnel | 1,324,458 | (1,103,715) | - | 127,653 | - | 348,396 |
| Total | 5,318,418 | (4,432,013) | 8,334 | 521,844 | - | 1,416,583 |
The DXFM Board has approved a grant of performance rights to DXS stapled securities to eligible participants (refer to note 21 of the DEXUS Property Group Financial Report).
There were no loans or other transactions with key management personnel or their related parties during the years ended 30 June 2015 and 30 June 2014.
Parent entity disclosures
The financial information for the parent entity, DEXUS Diversified Trust has been prepared on the same basis as the consolidated Financial Statements except as set out below:
Distributions received from associates are recognised in the parent entity's Statement of Comprehensive Income, rather than being deducted from the carrying amount of these investments.
Interests held by the parent entity in controlled entities are measured at fair value through profit and loss to reduce a measurement or recognition inconsistency.
(a) Summary financial information
The individual Financial Statements for the parent entity show the following aggregate amounts:
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Total current assets | 246,634 | 164,251 |
| Total assets | 1,075,781 | 940,322 |
| Total current liabilities | 135,262 | 53,145 |
| Total liabilities | 153,194 | 74,747 |
| Equity | ||
| Contributed equity | 1,258,587 | 1,190,969 |
| Retained profits | (336,000) | (325,394) |
| Total equity | 922,587 | 865,575 |
| Profit/(loss) for the year | 56,750 | 41,157 |
| Total comprehensive income/(loss) for the year | 56,750 | 41,157 |
(b) Investments in controlled entities
The parent entity has the following investments:
| Ownership interest | |||
|---|---|---|---|
| 2015 | 2014 | ||
| Name of entity | Principal activity | % | % |
| Foundation Macquarie Park Trust | Industrial property investment | 100.0 | 100.0 |
| DEXUS PID Trust | Industrial property investment | 100.0 | 100.0 |
| DIT Subtrust No. 1 | Industrial property investment | 100.0 | 100.0 |
(c) Guarantees entered into by the parent entity
Refer to note 11 for details of guarantees entered into by the parent entity.
(c) Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2015 (2014: nil).
(d) Capital commitments
The following amounts represent capital expenditure of the parent entity on investment properties contracted at the end of the reporting period but not recognised as liabilities payable:
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Investment properties | 907 | 136 |
| Total capital commitments | 907 | 136 |
Subsequent events
Since the end of the year, the Directors are not aware of any matter or circumstance not otherwise dealt with in their Directors' 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 periods.


DEXUS Office Trust
(ARSN 090 768 531)
Financial Report 30 June 2015

Contents Page
| Directors' Report 1 |
|
|---|---|
| Auditor's Independence Declaration 8 |
|
| Consolidated Statement of Comprehensive Income 9 |
|
| Consolidated Statement of Financial Position |
10 |
| Consolidated Statement of Changes in Equity |
11 |
| Consolidated Statement of Cash Flows |
12 |
| About this Report | 13 |
| Notes to the Financial Statements | 16 |
| Directors' Declaration |
48 |
| Independent Auditor's Report | 49 |
DEXUS Property Group (DXS) (ASX Code: DXS) consists of DEXUS Diversified Trust (DDF) (ARSN 089 324 541), DEXUS Industrial Trust (DIT), DEXUS Office Trust (DOT) and DEXUS Operations Trust (DXO), collectively known as DXS or the Group.
The registered office of the Group is Level 25, Australia Square, 264-278 George Street, Sydney, NSW 2000.
Under Australian Accounting Standards, DDF has been deemed the parent entity for accounting purposes. Therefore the DDF consolidated Financial Statements include all entities forming part of DXS. The DDF consolidated Financial Statements are presented in separate Financial Statements.
All ASX and media releases, Financial Statements and other information are available on our website: www.dexus.com
The Directors of DEXUS Funds Management Limited (DXFM) as Responsible Entity of DEXUS Office Trust present their Directors' Report together with the consolidated Financial Statements for the year ended 30 June 2015. The consolidated Financial Statements represents DEXUS Office Trust and its consolidated entities (DOT or the Trust).
The Trust together with DEXUS Diversified Trust (DDF), DEXUS Industrial Trust (DIT) and DEXUS Operations Trust (DXO) form the DEXUS Property Group (DXS or the Group) stapled security.
1 Directors and Secretaries
1.1 Directors
The following persons were Directors of DXFM at all times during the year and to the date of this Directors' Report, unless otherwise stated:
| Directors | Appointed |
|---|---|
| Christopher T Beare | 4 August 2004 |
| Elizabeth A Alexander, AM | 1 January 2005 |
| Penny Bingham-Hall | 10 June 2014 |
| John C Conde, AO | 29 April 2009 |
| Tonianne Dwyer | 24 August 2011 |
| Craig D Mitchell | 12 February 2013 |
| W Richard Sheppard | 1 January 2012 |
| Darren J Steinberg | 1 March 2012 |
| Peter B St George | 29 April 2009 |
1.2 Company Secretaries
The names and details of the Company Secretaries of DXFM as at 30 June 2015 are as follows:
Brett D Cameron LLB/BA (Science & Technology), GAICD Appointed: 31 October 2014
Brett is the General Counsel and Company Secretary of DEXUS Property Group companies and is responsible for the legal function, company secretarial services and compliance, risk and governance systems and practices across the Group.
Prior to joining DEXUS, Brett was Head of Legal for Macquarie Real Estate (Asia) and has held senior legal positions at Macquarie Capital Funds in Hong Kong and Minter Ellison in Sydney and Hong Kong. Brett has 19 years' experience as in-house counsel and in private practice in Australia and in Asia, where he worked on real estate structuring and operations, funds management, mergers and acquisitions, private equity and corporate finance across a number of industries.
Brett graduated from The University of New South Wales and holds a Bachelor of Laws and a Bachelor of Arts (Science and Technology) and is a member of the Law Societies of New South Wales and Hong Kong. Brett is also a graduate of the Australian Institute of Company Directors.
Scott D Mahony B Bus (Acc) MBA (e-commerce) Grad Dip (Applied Corporate Governance) AGIA, RMIA Appointed: 1 April 2014
Scott is the General Manager, Compliance, Risk and Governance and is responsible for the development, implementation and oversight of DEXUS's compliance, property & corporate risk management and corporate governance programs.
Scott joined DEXUS in October 2005 after two years with Commonwealth Bank of Australia as a Senior Compliance Manager. Prior to this, Scott worked for over 11 years for Assure Services & Technology (part of AXA Asia Pacific) where he held various management roles.
Scott graduated from Charles Sturt University with a Bachelor of Business (Accountancy), a Graduate Diploma in Business Administration and an MBA. He has completed a Graduate Diploma in Applied Corporate Governance through the Governance Institute of Australia, and is a member of both the Risk Management Institution of Australasia and the Governance Institute of Australia.
2 Attendance of Directors at Board meetings and Board Committee meetings
The number of Directors' meetings held during the year and each Director's attendance at those meetings is set out in the table below. The Directors met 11 times during the year. Ten Board meetings were main meetings and one meeting was held to consider specific business.
| Main meetings held |
Main meetings attended |
Specific meetings held |
Specific meetings attended |
|
|---|---|---|---|---|
| Christopher T Beare | 10 | 10 | 1 | 1 |
| Elizabeth A Alexander, AM | 10 | 10 | 1 | 1 |
| Penny Bingham-Hall | 10 | 10 | 1 | 1 |
| John C Conde, AO | 10 | 10 | 1 | 1 |
| Tonianne Dwyer | 10 | 10 | 1 | 1 |
| Craig D Mitchell | 10 | 10 | 1 | 1 |
| W Richard Sheppard | 10 | 10 | 1 | 1 |
| Darren J Steinberg | 10 | 10 | 1 | 1 |
| Peter B St George | 10 | 10 | 1 | 1 |
Special meetings are held at a time to enable the maximum number of Directors to attend and are generally held to consider specific items that cannot be held over to the next scheduled main meeting.
During 2014, the Group undertook a detailed review of its Board Committee structure which resulted in the implementation of a streamlined Board Committee structure from 1 September 2014.
The table below sets out the number of Board Committee meetings held during the year for the Committees in place between 1 September 2014 and 30 June 2015 and each Director's attendance at those meetings.
| Board People & | ||||||||
|---|---|---|---|---|---|---|---|---|
| Board Audit | Board Risk | Board Nomination | Remuneration | |||||
| Committee | Committee | Committee | Committee | |||||
| held | attended | held | attended | held attended | held | attended | ||
| Christopher T Beare | - | - | - | - | 3 | 3 | 4 | 4 |
| Elizabeth A Alexander, AM | 3 | 3 | - | - | - | - | - | - |
| Penny Bingham-Hall | - | - | 4 | 4 | - | - | 4 | 4 |
| John C Conde, AO | - | - | - | - | 3 | 3 | 4 | 4 |
| Tonianne Dwyer | 3 | 3 | 4 | 4 | - | - | - | - |
| Craig D Mitchell | - | - | - | - | - | - | - | - |
| W Richard Sheppard | 3 | 3 | 4 | 4 | 3 | 3 | - | - |
| Darren J Steinberg | - | - | - | - | - | - | - | - |
| Peter B St George | 3 | 3 | 4 | 4 | - | - | - | - |
Craig D Mitchell and Darren J Steinberg were not members of any Board Committees during the year ended 30 June 2015.
2 Attendance of Directors at Board meetings and Board Committee meetings (continued)
The table below sets out the number of Board Committee meetings held during the year for the Committees in place between 1 July 2014 and 31 August 2014 and each Director's attendance at those meetings.
| Board Nomination, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Board Audit, Risk & | Board | Remuneration & | |||||||
| Sustainability | Compliance | Governance | Board Finance | ||||||
| Committee | Committee | Committee | Committee | ||||||
| held | attended | held | attended | held attended | held | attended | |||
| Christopher T Beare | 1 | 1 | - | - | 1 | 1 | 1 | 1 | |
| Elizabeth A Alexander, AM | 1 | 1 | - | - | - | - | - | - | |
| Penny Bingham-Hall | - | - | - | - | - | - | - | - | |
| John C Conde, AO | - | - | - | - | 1 | 1 | - | - | |
| Tonianne Dwyer | - | - | 1 | 1 | 1 | 1 | - | - | |
| Craig D Mitchell | - | - | - | - | - | - | - | - | |
| W Richard Sheppard | 1 | 1 | - | - | - | - | 1 | 1 | |
| Darren J Steinberg | - | - | - | - | - | - | - | - | |
| Peter B St George | - | - | - | - | - | - | 1 | 1 |
3 Directors' relevant interests
The relevant interests of each Director in DXS stapled securities as at the date of this Directors' Report are shown below:
| Directors | No. of securities |
|---|---|
| Christopher T Beare | 16,667 |
| Elizabeth A Alexander, AM | 16,667 |
| Penny Bingham-Hall | 8,334 |
| John C Conde, AO | 16,667 |
| Tonianne Dwyer | 16,667 |
| Craig D Mitchell | 300,8321 |
| W Richard Sheppard | 70,090 |
| Darren J Steinberg | 604,9261 |
| Peter B St George | 17,334 |
1 Includes interests held directly and through performance rights.
4 Review of results and operations
The results for the year ended 30 June 2015 were:
- profit attributable to unitholders was \$318.8 million (2014: \$192.8 million);
- total assets were \$6,202.0 million (2014: \$6,326.0 million); and
- net assets were \$3,378.6 million (2014: \$2,968.9 million).
A review of the results, financial position and operations of the Group, of which the Trust forms part thereof, is set out in the Operating and Financial Review of the DEXUS Property Group Financial Report and forms part of this Directors' Report.
5 Directors' directorships in other listed entities
The following table sets out directorships of other ASX listed entities, (unless otherwise stated) not including DXFM, held by the Directors at any time in the three years immediately prior to the end of the year, and the period for which each directorship was held:
| Director | Company | Date appointed | Date resigned |
|---|---|---|---|
| Christopher T Beare | Mnemon Group Limited | 6 November 2009 | 27 May 2013 |
| Flexigroup Limited | 1 July 2014 | ||
| Elizabeth A Alexander, AM | Medibank Private Limited2 | 31 October 2008 | |
| Penny Bingham-Hall | Bluescope Steel Limited | 29 March 2011 | |
| John C Conde, AO | Whitehaven Coal Limited | 3 May 2007 | |
| Cooper Energy Limited | 25 February 2013 | ||
| Tonianne Dwyer | Cardno Limited | 25 June 2012 | |
| Metcash Limited | 24 June 2014 | ||
| W Richard Sheppard | Echo Entertainment Group | 21 November 2012 | |
| Peter B St George | Boart Longyear Limited | 21 February 2007 | 21 May 2013 |
| First Quantum Minerals Limited1 | 20 October 2003 |
1 Listed for trading on the Toronto Stock Exchange in Canada and the London Stock Exchange in the United Kingdom.
2 Listed for trading on the Australian Securities Exchange since 24 November 2014.
6 Principal activities
During the year the principal activity of the Trust was investment in real estate assets. There were no significant changes in the nature of the Trust's activities during the year.
7 Total value of Trust assets
The total value of the assets of the Trust as at 30 June 2015 was \$6,202.0 million (2014: \$6,326.0 million). Details of the basis of this valuation are outlined in the Notes to the Financial Statements and form part of this Directors' Report.
8 Likely developments and expected results of operations
In the opinion of the Directors, disclosure of any further information regarding business strategies and future developments or results of the Trust, other than the information already outlined in this Directors' Report or the Financial Statements accompanying this Directors' Report would be unreasonably prejudicial to the Trust.
9 Significant changes in the state of affairs
The Directors are not aware of any matter or circumstance not otherwise dealt with in this Directors' Report or the Financial Statements that has significantly or may significantly affect the operations of the Trust, the results of those operations, or the state of the Trust's affairs in future financial years.
10 Matters subsequent to the end of the financial year
Since the end of the financial year the Directors are not aware of any matter or circumstance not otherwise dealt with in this Directors' Report or the Financial Statements that has significantly or may significantly affect the operations of the Trust, the results of those operations, or the state of the Trust's affairs in future financial years.
11 Distributions
Distributions paid or payable by the Trust for the year ended 30 June 2015 are outlined in note 6 of the Notes to the Financial Statements and form part of this Directors' Report.
12 DXFM fees
Details of fees paid or payable by the Trust to DXFM for the year ended 30 June 2015 are outlined in note 17 of the Notes to the Financial Statements and form part of this Directors' Report.
13 Units on issue
The movement in units on issue in the Trust during the year and the number of units on issue as at 30 June 2015 are detailed in note 12 of the Notes to the Financial Statements and form part of this Directors' Report.
Details of the number of interests in the Trust held by DXFM or its associates as at the end of the financial year are outlined in note 17 of the Notes to the Financial Statements and form part of this Directors' Report.
The Trust did not have any options on issue as at 30 June 2015 (2014: nil).
14 Environmental regulation
The Group's senior management, through its Board Risk Committee, oversee the policies, procedures and systems that have been implemented to ensure the adequacy of its environmental risk management practices. It is the opinion of this Committee that adequate systems are in place for the management of its environmental responsibilities and compliance with its various licence requirements and regulations. Further, the Committee is not aware of any material breaches of these requirements.
15 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 DEXUS Holdings Pty Limited (DXH).
PricewaterhouseCoopers (PwC or the Auditor), is indemnified out of the assets of the Trust pursuant to the DEXUS Specific Terms of Business agreed for all engagements with PwC, to the extent that the Trust inappropriately uses or discloses a report prepared by PwC. The Auditor, PwC, is not indemnified for the provision of services where such an indemnification is prohibited by the Corporations Act 2001.
16 Audit
16.1 Auditor
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
16.2 Non-audit services
The Trust may decide to employ the Auditor on assignments, in addition to their statutory audit duties, where the Auditor's expertise and experience with the Trust and/or DXS are important.
Details of the amounts paid or payable to the Auditor, for audit and non-audit services provided during the year are set out in note 15 of the Notes to the Financial Statements.
The Board Audit Committee is 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 behalf) is compatible with the standard of independence for auditors imposed by the Corporations Act 2001.
The reasons for the Directors being satisfied are:
a Charter of Audit Independence provides guidelines under which the Auditor may be engaged to provide non-audit services without impairing the Auditor's objectivity or independence.
16 Audit (continued)
16.2 Non-audit services (continued)
- the Charter states that the Auditor will not provide services where the Auditor may be required to review or audit its own work, including:
- the preparation of tax provisions, accounting records and financial statements;
- the design, implementation and operation of information technology systems;
- the design and implementation of internal accounting and risk management controls;
- conducting valuation, actuarial or legal services;
- consultancy services that include direct involvement in management decision making functions;
- investment banking, borrowing, dealing or advisory services;
- acting as trustee, executor or administrator of trust or estate;
- prospectus independent expert reports and being a member of the due diligence committee; and
- providing internal audit services.
- the Board Audit Committee regularly reviews the performance and independence of the Auditor and whether the independence of this function has been maintained having regard to the provision of nonaudit services. The Auditor has provided a written declaration to the Board regarding its independence at each reporting period and Board Audit Committee approval is required before the engagement of the Auditor to perform any non-audit service for a fee in excess of \$100,000.
The above Directors' statements are in accordance with the advice received from the Board Audit Committee.
16.3 Auditor's Independence Declaration
A copy of the Auditor's Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 8 and forms part of this Directors' Report.
17 Corporate governance
DXFM's Corporate Governance Statement is set out in a separate section of the DEXUS Property Group Annual Report.
18 Rounding of amounts and currency
The Trust is a registered scheme of the kind referred to in Class Order 98/0100, issued by the Australian Securities & Investments Commission, relating to the rounding off of amounts in this Directors' Report and the Financial Statements. Amounts in this Directors' Report and the Financial Statements have been rounded off in accordance with that Class Order to the nearest thousand dollars, unless otherwise indicated. All figures in this Directors' Report and the Financial Statements, except where otherwise stated, are expressed in Australian dollars.

DEXUS Office Trust Consolidated Statement of Comprehensive Income
For the year ended 30 June 2015
| 2015 | 2014 | ||
|---|---|---|---|
| Note | \$'000 | \$'000 | |
| Revenue from ordinary activities | |||
| Property revenue | 2 | 277,210 | 283,858 |
| Interest revenue | 159 | 92 | |
| Total revenue from ordinary activities | 277,369 | 283,950 | |
| Net fair value gain of investment properties | 63,639 | 111,565 | |
| Share of net profit of investments accounted for using the equity method | 8 | 256,349 | 58,442 |
| Net fair value gain of derivatives | - | 17,125 | |
| Total income | 597,357 | 471,082 | |
| Expenses | |||
| Property expenses | 2 | (77,579) | (77,442) |
| Management fee expense | (13,484) | (12,960) | |
| Finance costs | 3 | (184,417) | (157,525) |
| Net loss on sale of investment properties | (2,116) | - | |
| Impairment of investments accounted for using the equity method | 8 | - | (3,295) |
| Transaction costs | - | (23,918) | |
| Net foreign exchange loss | (137) | (79) | |
| Corporate and administration expenses | (1,689) | (1,178) | |
| Total expenses | (279,422) | (276,397) | |
| Foreign currency translation reserve transfer on disposal of foreign operations | 13(a) | (2,050) | - |
| Profit/(loss) before tax | 315,885 | 194,685 | |
| Income tax benefit/(expense) | 4(a) | 2,943 | (1,904) |
| Profit/(loss) for the year | 318,828 | 192,781 | |
| Other comprehensive income/(loss): | |||
| Exchange differences on translating foreign operations | 13(a) | (257) | 5,204 |
| Foreign currency translation reserve transfer on disposal of foreign operations | 13(a) | 2,050 | - |
| Other comprehensive income/(loss) | 1,793 | 5,204 | |
| Total comprehensive income/(loss) for the year | 320,621 | 197,985 | |
| Cents | Cents 1 | ||
| Earnings per unit on profit/(loss) attributable to unitholders of the parent entity | |||
| Basic earnings per unit | 5 | 35.02 | 24.14 |
| Diluted earnings per unit | 5 | 35.02 | 24.14 |
1 Restated to reflect the one-for-six security consolidation
| 2015 | 2014 | ||
|---|---|---|---|
| Note | \$'000 | \$'000 | |
| Current assets | |||
| Cash and cash equivalents | 14(a) | 7,073 | 8,739 |
| Receivables | 14(b) | 18,124 | 76,069 |
| Non-current assets classified as held for sale | 9 | - | 130,071 |
| Derivative financial instruments | 10(c) | 292 | - |
| Other | 14(c) | 18,446 | 2,855 |
| Total current assets | 43,935 | 217,734 | |
| Non-current assets | |||
| Investment properties | 7 | 3,417,475 | 3,310,615 |
| Investments accounted for using the equity method | 8 | 2,738,474 | 2,794,740 |
| Derivative financial instruments | 10(c) | 1,601 | 2,003 |
| Other | 523 | 944 | |
| Total non-current assets | 6,158,073 | 6,108,302 | |
| Total assets | 6,202,008 | 6,326,036 | |
| Current liabilities | |||
| Payables | 14(d) | 43,287 | 63,258 |
| Current tax liabilities | 4,292 | 1,327 | |
| Loans with related parties | 10(b)(iv) | 55,684 | 55,684 |
| Provisions | 14(e) | 29,503 | 91,666 |
| Derivative financial instruments | 10(c) | 3,776 | - |
| Total current liabilities | 136,542 | 211,935 | |
| Non-current liabilities | |||
| Loans with related parties | 10(b)(iv) | 2,596,928 | 3,082,732 |
| Derivative financial instruments | 10(c) | 89,788 | 54,948 |
| Deferred tax liabilities | 4(c) | - | 6,766 |
| Other | 156 | 766 | |
| Total non-current liabilities | 2,686,872 | 3,145,212 | |
| Total liabilities | 2,823,414 | 3,357,147 | |
| Net assets | 3,378,594 | 2,968,889 | |
| Equity | |||
| Contributed equity | 12 | 2,442,563 | 2,212,662 |
| Reserves | 13 | - | (1,793) |
| Retained profits/(accumulated losses) | 13 | 936,031 | 758,020 |
| Total equity | 3,378,594 | 2,968,889 |
DEXUS Office Trust Consolidated Statement of Changes in Equity For the year ended 30 June 2015
| Contributed equity |
Retained profits/ (losses) |
Reserves | Total equity | ||
|---|---|---|---|---|---|
| Note | \$'000 | \$'000 | \$'000 | \$'000 | |
| Opening balance as at 1 July 2013 | 1,825,984 | 735,948 | (6,997) | 2,554,935 | |
| Profit/(loss) for the year | - | 192,781 | - | 192,781 | |
| Other comprehensive income/(loss) for the year | - | - | 5,204 | 5,204 | |
| Total comprehensive income for the year | - | 192,781 | 5,204 | 197,985 | |
| Transactions with owners in their capacity as unitholders: | |||||
| Issue of additional equity, net of transaction costs | 12 | 423,749 | - | - | 423,749 |
| Buy-back of contributed equity, net of transaction costs | 12 | (37,071) | - | - | (37,071) |
| Distributions paid or provided for | 6 | - | (170,709) | - | (170,709) |
| Total transactions with owners in their capacity as owners | 386,678 | (170,709) | - | 215,969 | |
| Closing balance as at 30 June 2014 | 2,212,662 | 758,020 | (1,793) | 2,968,889 | |
| Opening balance as at 1 July 2014 | 2,212,662 | 758,020 | (1,793) | 2,968,889 | |
| Profit/(loss) for the year | - | 318,828 | - | 318,828 | |
| Other comprehensive income/(loss) for the year | - | - | 1,793 | 1,793 | |
| Total comprehensive income for the year | - | 318,828 | 1,793 | 320,621 | |
| Transactions with owners in their capacity as unitholders: | |||||
| Issue of additional equity, net of transaction costs | 12 | 229,901 | - | - | 229,901 |
| Distributions paid or provided for | 6 | - | (140,817) | - | (140,817) |
| Total transactions with owners in their capacity as owners | 229,901 | (140,817) | - | 89,084 | |
| Closing balance as at 30 June 2015 | 2,442,563 | 936,031 | - | 3,378,594 |
DEXUS Office Trust Consolidated Statement of Cash Flows For the year ended 30 June 2015
2015 2014 Note \$'000 \$'000 Cash flows from operating activities Receipts in the course of operations (inclusive of GST) 315,398 334,655 Payments in the course of operations (inclusive of GST) (119,195) (124,292) Interest received 159 92 Finance costs paid to financial institutions (14,384) (21,652) Distributions received from investments accounted for using the equity method 217,754 79,000 Income and withholding taxes paid (858) - Net cash inflow/(outflow) from operating activities 16 398,874 267,803 Cash flows from investing activities Proceeds from sale of investment properties 126,887 - Payments for capital expenditure on investment properties (55,528) (54,208) Payments for acquisition of investment properties (14,800) - Payments for investments accounted for using the equity method (224,149) (1,080,904) Return of capital from investments accounted for using the equity method 372,555 - Transaction costs paid (13,629) (7,879) Net cash inflow/(outflow) from investing activities 191,336 (1,142,991) Cash flows from financing activities Borrowings provided to related parties (973,762) (850,205) Borrowings received from related parties 693,276 1,611,670 Repayment of borrowings - (26,252) Repayment of loan with related party (338,359) - Proceeds from loan with related party - 338,359 Payments for buy-back of contributed equity - (37,071) Proceeds from issue of additional equity 229,901 - Distributions paid to security holders (202,980) (157,590) Net cash inflow/(outflow) from financing activities (591,924) 878,911 Net increase/(decrease) in cash and cash equivalents (1,714) 3,723 Cash and cash equivalents at the beginning of the year 8,739 5,007 Effects of exchange rate changes on cash and cash equivalents 48 9 Cash and cash equivalents at the end of the year 7,073 8,739
About this Report
In this section
This section sets out the basis upon which the Trust's Financial Statements are prepared.
Specific accounting policies are described in their respective notes to the Financial Statements. This section also shows information on new or amended accounting standards and their impact on the financial position and performance of the Trust.
(a) Basis of preparation
DEXUS Property Group stapled securities are quoted on the Australian Securities Exchange under the "DXS" code and comprise one unit in each of DDF, DIT, DOT and DXO.
Each entity forming part of the Group 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 the Australian Accounting Standards.
DEXUS Funds Management Limited (DXFM) as Responsible Entity for DDF, DIT, DOT and DXO may only unstaple the Group if approval is obtained by a special resolution of the stapled security holders.
These general purpose Financial Statements have been prepared in accordance with the requirements of the Constitution of the entities within the Group, the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements and interpretations of the Australia Accounting Standards Board. Compliance with Australian Accounting Standards ensures that the Financial Statements and notes also comply with International Financial Reporting Standards (IFRS). The Trust is a for-profit entity for the purpose of preparing Financial Statements.
Amounts in these Financial Statements have been presented in Australian dollars and rounded off in accordance with ASIC Class Order 98/100 to the nearest thousand dollars, unless otherwise indicated.
These Financial Statements are prepared on a going concern basis, using historical cost conventions except for investment properties, investment properties within equity accounted investments and derivative financial instruments which are stated at their fair value. Refer to the specific accounting policies within the notes to the Financial Statements for the basis of valuation of assets and liabilities measured at fair value.
As at 30 June 2015, the Trust had a net current asset deficiency of \$92.6 million (2014: surplus of \$5.8 million). The DXS Group has in place both external and internal funding arrangements to support the cashflow requirements of the Trust. The Trust is a going concern and the Financial Statements have been prepared on that basis.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
Critical accounting estimates
In the process of applying the Trust's accounting policies, management have made a number of judgements and applied estimates of future events. Judgements and estimates which are material to the financial report are discussed in the following notes:
| Note 7 | Investment properties | Page 21 |
|---|---|---|
| Note 10(c) | Derivative financial instruments | Page 36 |
(b) Principles of consolidation
These consolidated Financial Statements incorporate the assets, liabilities and results of all subsidiaries as at 30 June 2015.
(i) Controlled entities
Subsidiaries are all entities over which the Trust has control. The Trust controls an entity when the Trust is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Trust. They are deconsolidated from the date that control ceases.
(b) Principles of consolidation (continued)
(ii) Joint arrangements
Investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations each investor has, rather than the legal structure of the joint arrangement.
Joint operations
Where assets are held directly as tenants in common, the Trust's proportionate share of revenues, expenses, assets and liabilities are included in their respective items of the Statement of Financial Position and Statement of Comprehensive Income.
Joint ventures
Investments in joint ventures are accounted for using the equity method. Under this method, the Trust's share of the joint ventures' post-acquisition profits or losses is recognised in the Statement of Comprehensive Income and distributions received from joint ventures are recognised as a reduction of the carrying amount of the investment.
(c) Foreign currency
The Financial Statements are presented in Australian dollars.
Foreign currency transactions are translated into the Australian dollars functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of financial assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.
On 18 November 2014, settlement occurred on the sale of Lumley Centre in New Zealand. The cumulative historical exchange differences recognised in the foreign currency translation reserve were recycled to the Statement of Comprehensive Income on disposal of this foreign operation.
As at 30 June 2015, the Trust has no investments in foreign operations.
(d) Goods and services tax
Revenues, expenses and capital assets are recognised net of any amount of Australian Goods and Services Tax (GST), except where the amount of GST incurred is not recoverable. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Cash flows are included in the Statement of Cash Flows on a gross basis. The GST component of cash flows arising from investing and financing activities that is recoverable from or payable to the Australian Taxation Office is classified as cash flows from operating activities.
(e) New accounting standards and interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June 2015 reporting period. The Trust's assessment of the impact of these new standards and interpretations is set out below:
AASB 9 Financial Instruments (effective 1 July 2018).
AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. It also sets out new rules for hedge accounting and impairment of financial assets. The Trust intends to apply the standards from 1 July 2018. Application of this standard will not affect any of the amounts recognised in the Financial Statements but will require the disclosure of additional information.
AASB 15 Revenue from Contracts with Customers (effective 1 July 2018).
AASB 15 Revenue from Contracts with Customers clarifies the principles for recognising revenue from contracts with customers. It applies to all contracts with customers except leases, financial instruments and insurance contracts. The Trust intends to apply the standard from 1 July 2018 and does not expect any significant impacts.
(f) Notes to the Financial Statements
The notes include information which is required to understand the Financial Statements and is material and relevant to the operations, financial position and performance of the Trust. Information is considered material and relevant if, for example:
- the amount in question is significant because of its size or nature;
- it is important in understanding the results of the Trust;
- it helps to explain the impact of significant changes in the Trust's business;
- it relates to an aspect of the Trust's operations that is important to its future performance.
The notes to the Financial Statements have been re-ordered and re-written in order to provide more meaningful information to the readers of the Financial Statements. The notes are organised into the following sections:
| Trust performance | Property portfolio assets | Capital and financial risk management and working capital |
Other disclosures |
|---|---|---|---|
| 1. Operating segments | 7. Investment properties | 10. Capital and financial risk management |
15. Audit, taxation and transaction services fees |
| 2. Property revenue and expenses |
8. Investments accounted for using the equity method |
11. Commitments and contingencies |
16. Reconciliation of net profit to net cash flows from operating activities |
| 3. Finance costs | 9. Non-current assets classified as held for sale |
12. Contributed equity | 17. Related parties |
| 4. Taxation | 13. Reserves and retained profits |
18. Parent entity disclosures |
|
| 5. Earnings per unit | 14. Working capital | 19. Subsequent events | |
| 6. Distributions paid and payable |
Trust performance
In this section
This section explains the results and performance of the Trust.
It provides additional information about those individual line items in the Financial Statements that the Directors consider most relevant in the context of the operations of the Trust, including: operating segments, property revenue and expenses, finance costs, taxation, earnings per unit and distributions paid and payable.
Note 1
Operating segments
The Chief Operating Decision Maker (CODM) has been identified as the Board of Directors as they are responsible for the strategic decision making within the Group. DXS management has identified DXS's operating segments based on the sectors analysed within the management reports reviewed by the CODM in order to monitor performance across the Group and to appropriately allocate resources. Refer to the table below for a brief description of the Group's operating segments.
| Office | Office space with any associated retail space; as well as car parks and office developments in Australia and New Zealand. |
|---|---|
| Industrial | Domestic industrial properties, industrial estates and industrial developments. |
| Property management | Property management services for third party clients and owned assets. |
| Funds management | Funds management of third party client assets. |
| Development and trading | Revenue earned and costs incurred by the Group on developments and inventory. |
| All other segments | Corporate expenses associated with maintaining and operating the Group. This segment also includes the centralised treasury function. |
Consistent with how the CODM manages the business, the operating segments within DXS are reviewed on a consolidated basis and are not monitored at an individual trust level. The results of the individual trusts are not limited to any one of the segments described above.
Disclosures concerning DXS's operating segments, as well as the operating segments' key financial information provided to the CODM, are presented in the DEXUS Property Group Financial Report.
Property revenue and expenses
Rental revenue is recognised on a straight-line basis over the lease term for leases with fixed rent review clauses.
Prospective tenants may be offered incentives as an inducement to enter into operating leases. These incentives may take various forms including cash payments, rent free periods, or a contribution to certain lessee costs such as fit-out costs or relocation costs. The costs of incentives are recognised as a reduction of rental revenue on a straight-line basis from the lease commencement date to the end of the lease term. The carrying amount of the lease incentives is reflected in the fair value of investment properties.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Rent and recoverable outgoings | 282,040 | 290,816 |
| Incentive amortisation | (38,072) | (34,990) |
| Other revenue | 33,242 | 28,032 |
| Total property revenue | 277,210 | 283,858 |
Property expenses include rates, taxes and other property outgoings incurred in relation to investment properties.
Note 3
Finance costs
Borrowing costs include interest, amortisation or ancillary costs incurred in connection with arrangement of borrowings and net fair value movements of interest rate swaps. Borrowing costs are expensed as incurred unless they relate to qualifying assets.
Qualifying assets include investment properties which take more than 12 months to develop for their intended use or sale. In these circumstances, borrowing costs are capitalised to the cost of the asset during the period of time that is required to complete and develop the asset for its intended use or sale. To the extent that funds are borrowed generally to fund development, the amount of borrowing costs to be capitalised to qualifying assets must be determined by using a weighted average capitalisation rate.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Interest paid to related parties | 129,915 | 110,398 |
| Net fair value loss of interest rate swaps | 54,502 | 47,127 |
| Total finance costs | 184,417 | 157,525 |
Taxation
Under current Australian income tax legislation, DOT is not liable for income tax provided it satisfies certain legislative requirements, which were met in the current and previous financial years. The Trust may be liable for income tax in jurisdictions where foreign property is held.
DOT NZ Sub-Trust No.1, a wholly owned Australian sub-trust of DOT, is liable for New Zealand corporate tax on its New Zealand taxable income at the rate of 28%. In addition, until November 2014 when the Trust disposed of its property in New Zealand, a deferred tax liability and its related deferred tax expense was recognised on differences between the tax cost base and the accounting carrying value of the New Zealand property.
(a) Income tax expense
| 2015 | 2014 | ||
|---|---|---|---|
| Note | \$'000 | \$'000 | |
| Current income tax (expense)/benefit | (542) | (1,319) | |
| Deferred income tax (expense)/benefit | 3,485 | (585) | |
| Total income tax (expense)/benefit | 4(b) | 2,943 | (1,904) |
| Profit from continuing operations | 2,943 | (1,904) | |
| Deferred income tax expense included in income tax (expense)/benefit comprises: | |||
| (Increase)/decrease in deferred tax liabilities | 4(c) | 3,485 | (585) |
| Total deferred tax expense | 3,485 | (585) | |
| (b) Reconciliation of income tax expense to net profit Profit/(loss) before income tax Less amounts not subject to income tax |
\$'000 315,885 (320,388) |
\$'000 194,685 (173,659) |
|
| (4,503) | 21,026 | ||
| Prima facie tax (expense)/benefit at the New Zealand tax rate of 28% (2014: 28%) | 1,261 | (5,887) | |
| Tax effect of amounts which are not deductible/(taxable) in calculating taxable income: | |||
| Depreciation and amortisation | - | 468 | |
| Movements in the carrying value and tax cost base of properties | 2,810 | 1,695 | |
| Non-deductible interest expense | - | (133) | |
| Other timing differences | (1,128) | 1,953 | |
| 1,682 | 3,983 | ||
| Income tax (expense)/benefit | 2,943 | (1,904) |
Taxation (continued)
(c) Deferred tax liabilities
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| The balance comprises temporary differences attributable to: | ||
| Investment properties | - | 6,766 |
| Total deferred tax liabilities | - | 6,766 |
| Movements: | ||
| Opening balance at the beginning of the year | 6,766 | 5,599 |
| Movement in deferred tax liability arising from temporary differences | (3,436) | 585 |
| Foreign currency translation | (49) | 582 |
| Transfer to current tax liability | (3,281) | - |
| Charged/(credited) to the Statement of Comprehensive Income | (6,766) | 1,167 |
| Closing balance at the end of the year | - | 6,766 |
Note 5
Earnings per unit
Earnings per unit are determined by dividing the net profit attributable to unitholders by the weighted average number of ordinary units outstanding during the year. Diluted earnings per unit are adjusted from the basic earnings per unit by taking into account the impact of dilutive potential units.
The weighted average number of units has been adjusted to reflect the one-for-six security consolidation.
(a) Net profit used in calculating basic and diluted earnings per unit
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Profit attributable to unitholders of the parent entity | 320,622 | 197,984 |
| (b) Weighted average number of units used as a denominator |
||
| 2015 | 2014 | |
| No. of units | No. of units | |
| Weighted average number of units outstanding used in calculation of basic and | ||
| diluted earnings per unit | 915,462,824 | 820,257,691 |
Distributions paid and payable
Distributions are recognised when declared.
(a) Distribution to unitholders
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| 31 December (paid 27 February 2015) | 111,314 | 79,043 |
| 30 June (payable 31 August 2015) | 29,503 | 91,666 |
| Total distributions to unitholders | 140,817 | 170,709 |
(b) Distribution rate
| 2015 | 2014 | |
|---|---|---|
| Cents per unit |
Cents per unit1 |
|
| 31 December (paid 27 February 2015) | 12.29 | 8.70 |
| 30 June (payable 31 August 2015) | 3.04 | 10.14 |
| Total distributions | 15.33 | 18.84 |
1 Restated to reflect the one-for-six security consolidation
Property portfolio assets
In this section
Property portfolio assets are used to generate the Trust's performance and are considered to be the most relevant to the operations of the Trust. The assets are detailed in the following notes:
- Investment properties: relates to investment properties, both stabilised and under development.
- Note 7 - Investments accounted for using the equity method: provides summarised financial information on the material joint ventures and other joint ventures. The Trust's joint ventures primarily comprise interests in property portfolio assets held through investments in trusts.
- Non-current assets classified as held for sale: relates to investment properties which are expected to be sold within 12 months of the balance sheet date and are currently being marketed for sale.
The list of property portfolio assets is detailed in the Property Synopsis, available at www.dexus.com/investorcentre/dxs/announcements/asx.
Note 7
Investment properties
The Trust's investment properties consist of properties held for long-term rental yields and/or capital appreciation and property that is being constructed or developed for future use as investment property. Investment properties are initially recognised at cost including transaction costs. Investment properties are subsequently recognised at fair value in the Financial Statements.
The basis of valuations of investment properties is fair value, being the price that would be received to sell the asset in an orderly transaction between market participants at the measurement date.
Changes in fair values are recorded in the Statement of Comprehensive Income. The gain or loss on disposal of an investment property 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 Statement of Comprehensive Income in the year of disposal.
Subsequent redevelopment and refurbishment costs (other than repairs and maintenance) are capitalised to the investment property where they result in an enhancement in the future economic benefits of the property.
Leasing fees incurred and incentives provided are capitalised and amortised over the lease periods to which they relate.
(a) Reconciliation
| 2015 | 2014 | |
|---|---|---|
| Note | \$'000 | \$'000 |
| Opening balance at the beginning of the year | 3,310,615 | 3,279,378 |
| Additions | 32,791 | 29,246 |
| Lease incentives | 49,351 | 43,174 |
| Amortisation of lease incentives | (37,936) | (34,990) |
| Rent straightlining | (854) | 1,237 |
| Transfer to non-current assets classified as held for sale 9 |
- | (130,071) |
| Net fair value gain/(loss) of investment properties | 63,508 | 111,565 |
| Foreign exchange differences | - | 11,076 |
| Closing balance at the end of the year | 3,417,475 | 3,310,615 |
Investment properties (continued)
(b) Valuation process
Independent valuations are carried out for each individual property at least once every three years by a member of the Australian Property Institute of Valuers. Each valuation firm and its signatory valuer are appointed on the basis that they are engaged for no more than three consecutive valuations. Independent valuations may be undertaken earlier where the Responsible Entity believes there is potential for a material change in the fair value of the property being the greatest of 5% of the asset value, or \$5 million.
The Trust's investment properties are required to be internally valued at least every six months unless they have been independently valued during the current reporting period. Internal valuations are compared to the carrying value of investment properties at the reporting date. Where the Directors determine the internal valuations present a more reliable estimate of fair value the internal valuation is adopted as book value. Internal valuations are performed by the Trust's internal valuers who hold recognised relevant professional qualifications and have previous experience as property valuers from major real estate valuation firms.
The valuation methodology utilised by the Trust includes the capitalisation approach (market approach) and the discounted cash flow approach (income approach). The valuation is also compared to, and supported by, direct comparison to recent market transactions. The adopted capitalisation rates and discount rates are determined based on industry expertise and knowledge and, where possible, a direct comparison to third party rates for similar assets in a comparable location. Rental revenue from current leases and assumptions about future leases, as well as any expected operational cash outflows in relation to the property, are also built into each asset assessment of fair value.
(c) Fair value measurement, valuation techniques and inputs
The following table represents the level of the fair value hierarchy and the associated unobservable inputs utilised in the fair value measurement for each class of investment property.
| Fair value | Range of | |||||
|---|---|---|---|---|---|---|
| Class of | Fair value | 2015 | 2014 | unobservable inputs | ||
| property | hierarchy | \$'000 | \$'000 Inputs used to measure fair value | 2015 | 2014 | |
| Office | Level 3 | 3,417,475 | 3,310,615 Adopted capitalisation rate | 5.83% - 7.75% | 6.05% - 8.25% | |
| Adopted discount rate | 7.76% - 8.75% | 8.09% - 9.00% | ||||
| Adopted terminal yield | 5.87% - 7.75% | 6.05% - 8.25% | ||||
| Current net market rental (per sqm) | \$356 - \$1,141 | \$359 - \$1,065 | ||||
| 10 year average market rental growth | 2.14% - 3.84% | 2.10% - 3.79% |
Investment properties (continued)
Key estimates: inputs used to measure fair value of investment properties
Judgement is required in determining the following key assumptions:
- Adopted capitalisation rate: The rate at which net market income is capitalised to determine the value of a property. The rate is determined with regards to market evidence and the prior external valuation.
- Adopted discount rate: The rate of return used to convert cash flows, payable or receivable in the future, into present value. It reflects the opportunity cost of capital, that is, the rate of return the cash can earn if put to other uses having similar risk. The rate is determined with regards to market evidence and the prior external valuation.
- Adopted terminal yield: The capitalisation rate used to convert the future net market income into an indication of the anticipated value of the property at the end of the holding period when carrying out a discounted cash flow calculation. The rate is determined with regards to market evidence and the prior external valuation.
- Net market rental (per sqm) The net market rent is the estimated amount for which a property should lease between a lessor and a lessee on appropriate lease terms in an arm's length transaction.
- 10 year average market rental growth: The expected annual rate of change in market rent over a 10 year forecast period in alignment with expected market movements. The rate is determined with reference to forecast market movements.
- Land rate (per sqm): The land rate is the market land value per sqm.
(d) Sensitivity information
Significant movement in any one of the inputs listed in the table above may result in a change in the fair value of the Trust's investment properties as shown below:
| Significant inputs | Fair value measurement sensitivity to significant increase in input |
Fair value measurement sensitivity to significant decrease in input |
|---|---|---|
| Adopted capitalisation rate Adopted discount rate Adopted terminal yield |
Decrease | Increase |
| Net market rental (per sqm) 10 year average market rental growth Land rate (per sqm) |
Increase | Decrease |
Generally, a change in the assumption made for the adopted capitalisation rate is often accompanied by a directionally similar change in the adopted terminal yield. The adopted capitalisation rate forms part of the capitalisation approach whilst the adopted terminal yield forms part of the discounted cash flow approach.
Investment properties (continued)
(d) Sensitivity information (continued)
Under the capitalisation approach, the net market rental has a strong interrelationship with the adopted capitalisation rate as the fair value of the investment property is derived by capitalising, in perpetuity, the total net market rent receivable. An increase (softening) in the adopted capitalisation rate may offset the impact to fair value of an increase in the total net market rent. A decrease (tightening) in the adopted capitalisation rate may also offset the impact to fair value of a decrease in the total net market rent. A directionally opposite change in the total net market rent and the adopted capitalisation rate may increase the impact to fair value.
The discounted cash flow is primarily made up of the discounted cash flow of net income over the cashflow period and the discounted terminal value (which is largely based upon market rents grown at forecast market rental growth rates capitalised at an adopted terminal yield). An increase (softening) in the adopted discount rate may offset the impact to fair value of a decrease (tightening) in the adopted terminal yield. A decrease (tightening) in the discount rate may offset the impact to fair value of an increase (softening) in the adopted terminal yield. A directionally similar change in the adopted discount rate and the adopted terminal yield may increase the impact to fair value.
A decrease (softening) in the forecast rental growth rate may result in a negative impact on the discounted cash flow approach value whilst a strengthening may have a positive impact on the value under the same approach.
Note 8
Investments accounted for using the equity method
Investments are accounted for in the Financial Statements using the equity method of accounting (refer to the 'About this Report' section).
Information relating to these entities is set out below:
| Ownership interest | ||||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Name of entity | % | % | \$'000 | \$'000 |
| Bent Street Trust | 33.3 | 33.3 | 264,164 | 250,183 |
| DEXUS Creek Street Trust | 50.0 | 50.0 | 131,542 | 131,839 |
| DEXUS Martin Place Trust | 50.0 | 50.0 | 89,751 | 81,472 |
| Grosvenor Place Holding Trust1,2 | 50.0 | 50.0 | 303,279 | 293,487 |
| Site 6 Homebush Bay Trust1 | 50.0 | 50.0 | 37,236 | 37,549 |
| Site 7 Homebush Bay Trust1 | 50.0 | 50.0 | 49,786 | 50,812 |
| DEXUS 480 Q Holding Trust | 50.0 | 50.0 | 149,651 | 82,853 |
| DEXUS Kings Square Trust | 50.0 | 50.0 | 165,688 | 88,781 |
| DEXUS Office Trust Australia | 50.0 | 50.0 | 1,546,301 | 1,777,764 |
| DEXUS Eagle Street Pier Trust | 50.0 | - | 1,076 | - |
| Total investments accounted for using the equity method | 2,738,474 | 2,794,740 |
1 These entities are 50% owned by DEXUS Office Trust Australia. The Trust's economic interest is therefore 75% when combined with the interest held by DEXUS Office Trust Australia. These entities are classified as joint ventures and are accounted for using the equity method as a result of contractual arrangements required unanimous decisions on all relevant matters.
2 Grosvenor Place Holding Trust owns 50% of Grosvenor Place, 225 George Street, Sydney, NSW. The Trust's economic interest in this property is therefore 37.5%.
The above entities were formed in Australia and their principal activity is property investment in Australia.
Investments accounted for using the equity method (continued)
The table below provides summarised financial information for the Trust's share of joint ventures that are material, as well as other individually immaterial joint ventures.
| DEXUS Office Trust Australia |
Grosvenor Place Holding Trust |
Bent Street Trust |
Other joint ventures |
Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | ||
| Summarised Statement of Financial Position | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | |
| Current assets | |||||||||||
| Cash and cash equivalents | 6,579 | 21,721 | 844 | 372 | 1,306 | 777 | 2,334 | 3,034 | 11,063 | 25,904 | |
| Other current assets | 3,948 | 6,716 | 647 | 464 | 367 | 2,832 | 4,832 | 1,443 | 9,794 | 11,455 | |
| Total current assets | 10,527 | 28,437 | 1,491 | 836 | 1,673 | 3,609 | 7,166 | 4,477 | 20,857 | 37,359 | |
| Non-current assets | |||||||||||
| Investment properties | 1,567,866 | 1,506,906 | 304,611 | 295,504 | 265,643 | 250,260 | 650,073 | 475,982 | 2,788,193 | 2,528,652 | |
| Investments accounted for using the equity method | 195,151 | 188,204 | - | - | - | - | - | - | 195,151 | 188,204 | |
| Loan to related party1 | - | 338,359 | - | - | - | - | - | - | - | 338,359 | |
| Other non-current assets | 426 | - | - | - | 2 | - | 102 | 65 | 530 | 65 | |
| Total non-current assets | 1,763,443 | 2,033,469 | 304,611 | 295,504 | 265,645 | 250,260 | 650,175 | 476,047 | 2,983,874 | 3,055,280 | |
| Current liabilities | |||||||||||
| Provision for distribution | 10,958 | 63,744 | - | 1,814 | 1,773 | 2,268 | 125 | 945 | 12,856 | 68,771 | |
| Borrowings | 172,050 | 73,534 | - | - | - | - | - | - | 172,050 | 73,534 | |
| Other current liabilities | 33,596 | 34,721 | 2,804 | 1,030 | 1,381 | 1,410 | 32,463 | 6,249 | 70,244 | 43,410 | |
| Total current liabilities | 216,604 | 171,999 | 2,804 | 2,844 | 3,154 | 3,678 | 32,588 | 7,194 | 255,150 | 185,715 | |
| Non-current liabilities | |||||||||||
| Borrowings | 11,054 | 112,143 | - | - | - | - | - | - | 11,054 | 112,143 | |
| Other non-current liabilities | 11 | - | 19 | 9 | - | 8 | 23 | 24 | 53 | 41 | |
| Total non-current liabilities | 11,065 | 112,143 | 19 | 9 | - | 8 | 23 | 24 | 11,107 | 112,184 | |
| Net assets | 1,546,301 | 1,777,764 | 303,279 | 293,487 | 264,164 | 250,183 | 624,730 | 473,306 | 2,738,474 | 2,794,740 | |
| Reconciliation of carrying amounts: | |||||||||||
| Opening balance at the beginning of the year | 1,777,764 | - | 293,487 | 289,086 | 250,183 | 248,291 | 473,306 | 369,391 | 2,794,740 | 906,768 | |
| Additions | 56,205 | 1,878,647 | 8,823 | 2,421 | - | 3,129 | 156,752 | 93,778 | 221,780 | 1,977,975 | |
| Share of net profit/(loss) after tax | 182,633 | (8,998) | 14,678 | 18,167 | 29,248 | 13,703 | 29,790 | 35,570 | 256,349 | 58,442 | |
| Impairment | - | (3,295) | - | - | - | - | - | - | - | (3,295) | |
| Distributions received/receivable | (97,746) | (88,590) | (13,709) | (16,187) | (15,267) | (14,940) | (35,118) | (25,433) (161,840) (145,150) | |||
| Return of capital | (372,555) | - | - | - | - | - | - | - | (372,555) | - | |
| Closing balance at the end of the year | 1,546,301 | 1,777,764 | 303,279 | 293,487 | 264,164 | 250,183 | 624,730 | 473,306 | 2,738,474 | 2,794,740 |
1 Refer to note 10(b)(iv). Represents the Trust's share of proceeds from the sale of four properties by DEXUS Office Trust Australia.
DEXUS Office Trust Notes to the Financial Statements – property portfolio assets (continued) For the year ended 30 June 2015
Note 8
Investments accounted for using the equity method (continued)
The table below provides summarised financial information for the Trust's share of joint ventures that are material, as well as other individually immaterial joint ventures.
| DEXUS Office | Grosvenor Place | Bent Street | Other joint | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Trust Australia Holding Trust |
Trust | ventures | Total | |||||||
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |
| Summarised Statement of Comprehensive Income | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 |
| Property revenue | 143,781 | 63,686 | 20,288 | 22,600 | 16,318 | 17,036 | 27,363 | 24,065 | 207,750 | 127,387 |
| Property revaluations | 91,183 | 2,977 | (660) | - | 16,326 | - | 8,059 | 16,768 | 114,909 | 19,745 |
| Interest income | 449 | 319 | 36 | 16 | 37 | 56 | 78 | 52 | 601 | 443 |
| Finance costs | (7,957) | (5,421) | - | - | - | - | - | - | (7,957) | (5,421) |
| Other expenses | (44,824) | (70,559) | (4,986) | (4,449) | (3,433) | (3,389) | (5,710) | (5,315) | (58,954) | (83,712) |
| Net profit/(loss) for the year | 182,633 | (8,998) | 14,678 | 18,167 | 29,248 | 13,703 | 29,790 | 35,570 | 256,349 | 58,442 |
| Total comprehensive income/(loss) for the year | 182,633 | (8,998) | 14,678 | 18,167 | 29,248 | 13,703 | 29,790 | 35,570 | 256,349 | 58,442 |
Non-current assets classified as held for sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use, and a sale is considered highly probable.
Assets classified as held for sale relate to investment properties and are measured at fair value.
Non-current assets classified as held for sale are presented separately from the other assets in the balance sheet.
Disposals
On 18 November 2014, Lumley Centre, 88 Shortland Street, Auckland, New Zealand, was disposed of for gross proceeds of NZ\$146 million.
Capital and financial risk management and working capital
In this section
The Trusts's overall risk management program focuses on reducing volatility from impacts in movements of financial markets and seeks to minimise potential adverse effects on the financial performance of the Trust. Note 10 Capital and financial risk management outlines how the Trust manages its exposure to a variety of financial risks (interest rate risk, foreign currency risk, liquidity risk and credit risk) and details the various derivative financial instruments entered into by the Trust.
The Board determines the appropriate capital structure of the Trust, how much is borrowed from financial institutions and capital markets (debt), and how much is raised from shareholders (equity) in order to finance the Trust's activities both now and in the future. This capital structure is detailed in the following notes:
- Debt: Commitments and contingencies in note 11;
- Equity: Contributed equity in note 12 and Reserves and retained profits in note 13.
Note 14 provides a breakdown of the working capital balances held in the Statement of Financial Position.
Note 10
Capital and financial risk management
Capital and risk management is carried out through a centralised treasury function which is governed by a Board approved Treasury Policy. The Trust (as part of DXS) has an established governance structure which consists of the Group Management Committee and Capital Markets Committee.
The Board has appointed a Group Management Committee responsible for achieving DEXUS's goals and objectives, including the prudent financial and risk management of the Trust. The Group Management Committee generally meets weekly. A Capital Markets Committee has been established to advise the Group Management Committee.
The Capital Markets Committee is a management committee that is accountable to the Board. It convenes at least quarterly and conducts a review of financial risk management exposures including liquidity, funding strategies and hedging. It is also responsible for the development of financial risk management policies and funding strategies for recommendation to the Board, and the approval of treasury transactions within delegated limits and powers.
(a) Capital risk management
The Trust manages its capital to ensure that entities within the Trust will be able to continue as a going concern while maximising the return to owners through the optimisation of the debt and equity balance.
The capital structure of the Trust consists of debt, cash and cash equivalents, and equity attributable to security holders. The Trust continuously monitors its capital structure and it is managed in consideration of the following factors:
- the cost of capital and the financial risks associated with each class of capital;
- gearing levels and other debt covenants;
- potential impacts on net tangible assets and security holders' equity;
- potential impacts on the DXS Group's credit rating; and
- other market factors.
The Trust is not rated by ratings agencies, however, DXS has been rated A- by Standard and Poor's (S&P) and A3 by Moody's. General levels and bank debt covenants are managed holistically as part of the DXS Group.
Capital and financial risk management (continued)
(a) Capital risk management (continued)
DXFM, the Responsible Entity for the Trust, has been issued with an Australian Financial Services Licence (AFSL). The licence is subject to certain capital requirements including the requirement to maintain liquidity above specified limits. DXFM must also prepare rolling cash projections over at least the next 12 months and demonstrate it will have access to sufficient financial resources to meet its liabilities that are expected to be payable over that period. Cash projections and assumptions are approved, at least quarterly, by the Board of the Responsible Entity.
(b) Financial risk management
The Trust's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Trust. The Trust's principal financial instruments, other than derivatives, comprise cash and related party loans. The main purpose of financial instruments is to manage liquidity and hedge the Trust's exposure to financial risks namely:
- interest rate risk;
- foreign currency risk;
- liquidity risk; and
- credit risk.
The Trust uses derivatives to reduce the Group's exposure to fluctuations in interest rates and foreign exchange rates. These derivatives create an obligation or a right that effectively transfers one or more of the risks associated with an underlying financial instrument, asset or obligation. Derivative financial instruments that the Group may use to hedge its risks include:
- interest rate swaps;
- cross currency interest rate swaps;
- foreign exchange contracts; and
- option contracts (interest rate).
The Trust does not trade in derivative instruments for speculative purposes. The Trust uses different methods to measure the different types of risks to which it is exposed, including monitoring the current and forecast levels of exposure and conducting sensitivity analysis.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (i) Market risk
- Interest rate risk
Interest rate risk arises from interest bearing financial assets and liabilities that the Trust utilises. Non-derivative interest bearing financial instruments are predominately short term liquid assets and long term debt issued at fixed rates which expose the Trust to fair value interest rate risk as the Trust may pay higher interest costs than if it were at variable rates. The Trust's borrowings which have a variable interest rate give rise to cash flow interest rate risk as variable interest rates may increase.
The Trust's risk management policy for interest rate risk seeks to minimise the effects of interest rate movements on its asset and liability portfolio through active management of the exposures. The policy prescribes minimum and maximum hedging amounts for the Trust, which is managed on a portfolio basis.
The Trust maintains a mix of offshore and local currency fixed rate and variable rate debt, as well as a mix of long term and short term debt. The Trust primarily enters into interest rate swaps and cross currency interest rate swap agreements to manage the associated interest rate risks. The Trust hedges the interest rate and currency risk on the majority of its foreign currency borrowings by entering into cross currency swaps, which have the economic effect of converting foreign currency borrowings to local currency borrowings at contracted rates. The derivative contracts are recorded at fair value in the Statement of Financial Position, being the market value as quote in an active market.
Interest rate swaps require settlement of net interest receivable or payable each 90 or 180 days. The settlement dates coincide with the dates on which the interest is payable on the underlying debt. The receivable and payable legs on interest rate swap contracts are settled on a net basis. The net notional amount of average fixed rate debt and interest rate swaps in place in each year and the weighted average effective hedge rate is set out below.
| June 2016 | June 2017 | June 2018 | June 2019 | June 2020 | > June 2021 | |
|---|---|---|---|---|---|---|
| \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | |
| Interest rate swaps | ||||||
| A\$ hedged1 | 1,540,417 | 1,602,500 | 1,418,750 | 1,128,333 | 560,833 | 12,083 |
| A\$ hedge rate (%) | 3.88% | 3.80% | 3.88% | 3.96% | 3.86% | 2.69% |
1 Amounts do not include fixed rate debt that has been swapped to floating rate debt through cross currency swaps.
Sensitivity analysis on interest expense
The table below shows the impact on the Trust's net interest expense of a 50 basis point increase or decrease in market interest rates. The sensitivity on cash flow arises due to the impact that a change in interest rates will have on the Trust's floating rate debt and derivative cash flows. Net interest expense is only sensitive to movements in market rates to the extent that floating rate debt is not hedged.
| 2015 | 2014 | ||
|---|---|---|---|
| (+/-) \$'000 | (+/-) \$'000 | ||
| +/- 0.50% (50 basis points) | A\$ | 6,035 | 8,091 |
| +/- 0.50% (50 basis points) | NZ\$ | - | 625 |
| Total A\$ equivalent | 6,035 | 8,631 |
The increase or decrease in interest expense is proportional to the increase or decrease in interest rates.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (i) Market risk (continued)
Interest rate risk (continued)
Sensitivity analysis on fair value of interest rate swaps
The sensitivity analysis on interest rate swaps below shows the effect on net profit or loss for changes in the fair value of interest rate swaps for a 50 basis point increase or decrease in short-term and long-term market interest rates. The sensitivity on fair value arises from the impact that changes in market rates will have on the valuation of the interest rate swaps.
The fair value of interest rate swaps is calculated as the present value of estimated future cash flows on the instruments. Although interest rate swaps are transacted for the purpose of providing the Trust with an economic hedge, the Trust has elected not to apply hedge accounting to its interest rate derivatives. Accordingly, gains or losses arising from changes in the fair value are reflected in the profit or loss.
| 2015 | 2014 | ||
|---|---|---|---|
| (+/-) \$'000 | (+/-) \$'000 | ||
| +/- 0.50% (50 basis points) | A\$ | 31,381 | 34,772 |
Foreign currency risk
Foreign currency risk refers to the risk that the value or the cash flows arising from a financial commitment, or recognised asset or liability will fluctuate due to changes in foreign currency rates. The Trust's foreign currency risk arises primarily from:
- highly probable forecast transactions denominated in foreign currency; and
- borrowings denominated in foreign currency.
The objective of the Trust's foreign exchange risk management policy is to ensure that movements in exchange rates have minimal adverse impact on the Trust's foreign currency assets and liabilities.
Foreign currency assets and liabilities
Where foreign currency borrowings are used to fund Australian investments, the Trust transacts cross currency swaps to reduce the risk that movements in foreign exchange rates will have an impact on security holder's equity and net tangible assets.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (ii) Liquidity risk
Liquidity risk is associated with ensuring that there are sufficient funds available to meet the Trust's financial commitments as and when they fall due and planning for any unforeseen events which may curtail cash flows. The Trust identifies and manages liquidity risk across the following categories:
- short-term liquidity management covering the month ahead on a rolling basis with continuous monitoring of forecast and actual cash flows;
- medium-term liquidity management of liquid assets, working capital and standby facilities to cover Trust cash requirements over the next 1- 24 month period. The Trust maintains a level of committed borrowing facilities above the forecast committed debt requirements (liquidity headroom buffer). Committed debt includes future expenditure that has been approved by the Board or Investment Committee (as required within delegated limits); and
- long-term liquidity management through ensuring an adequate spread of maturities of borrowing facilities so that refinancing risk is not concentrated in certain time periods, and ensuring an adequate diversification of funding sources where possible, subject to market conditions.
Refinancing risk
Refinancing risk is the risk that the Trust:
- will be unable to refinance its debt facilities as they mature; and/or
- will only be able to refinance its debt facilities at unfavourable interest rates and credit market conditions (margin price risk).
The Group's key risk management strategy for margin price risk on refinancing is to spread the maturities of debt facilities over different time periods to reduce the volume of facilities to be refinanced and the exposure to market conditions in any one period.
An analysis of the contractual maturities of the Trust's interest bearing liabilities and derivative financial instruments is shown in the table below. The amounts in the table represent undiscounted cash flows.
| 2015 | 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Within one year |
Between one and two years |
Between two and five years |
After five years |
Within one year |
Between one and two years |
Between two and five years |
After five years |
|
| \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | |
| Cash | 7,073 | - | - | - | 8,739 | - | - | - |
| Receivables | 18,124 | - | - | - | 76,069 | - | - | - |
| Payables | (43,287) | - | - | - | (63,258) | - | - | - |
| (18,090) | - | - | - | 21,550 | - | - | - | |
| Loans with related parties and interest1 | 130,106 | 130,106 | 2,727,034 | - | 141,469 | 141,469 | 3,027,311 | - |
| Derivative financial instruments | ||||||||
| Derivative assets | 12,902 | 138 | - | - | 897 | 897 | 34 | - |
| Derivative liabilities | (47,577) | (35,539) | (69,236) | - | (16,370) | (21,324) | (52,680) | (7,686) |
| Total net derivative financial instruments2 | (34,675) | (35,401) | (69,236) | - | (15,473) | (20,427) | (52,646) | (7,686) |
1 Includes estimated interest.
2 The notional maturities on derivatives are shown for cross currency interest rate swaps (refer to foreign exchange rate risk) as they are the only instruments where a principal amount is exchanged. For interest rate swaps, only the net interest cash flows (not the notional principal) are included. Refer to note 10(c) for fair value of derivatives. Refer to note 11(b) for financial guarantees.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (iii) Credit risk
Credit risk is the risk that counterparty will not fulfil its obligations under the terms of a financial instrument and will cause financial loss to the Trust. The Trust has exposure to credit risk on all financial assets included in the Trust's Statement of financial position.
The Trust manages this risk by:
- adopting a process for determining an approved counterparty, with consideration of qualitative factors as well as the counterparty's credit rating;
- regularly monitoring counterparty exposure within approved credit limits that are based on the lower of a S&P, Moody's and Fitch credit rating. The exposure includes the current market value of in-the-money contracts as well as potential exposure, which is measured with reference to credit conversion factors as per APRA guidelines;
- entering into ISDA Master Agreements once a financial institution counterparty is approved;
- monitoring tenant exposure within approved credit limits;
- for some trade receivables, obtaining collateral where necessary in the form of bank guarantees and tenant bonds; and
- regularly monitoring loans and receivables on an ongoing basis.
A minimum S&P rating of A– (or Moody's or Fitch equivalent) is required to become or remain an approved counterparty unless otherwise approved by the DEXUS Board.
The Trust is exposed to credit risk on cash balances and on derivative financial instruments with financial institutions. The Trust has a policy that sets limits as to the amount of credit exposure to each financial institution. New derivatives and cash transactions are limited to financial institutions that meet minimum credit rating criteria in accordance with the Trust's policy requirements.
Financial instrument transactions are spread among a number of approved financial institutions within specified credit limits to minimise the Trust's exposure to any one counterparty. As a result, there is no significant concentration of credit risk for financial instruments.
The maximum exposure to credit risk at 30 June 2015 is the carrying amounts of financial assets recognised on the Statement of Financial Position.
As at 30 June 2015, there were no significant concentrations of credit risk for trade receivables. Trade receivable balances and the credit quality of trade debtors are monitored on an ongoing basis. The tables below show the ageing analysis of loans and receivables net of provisions of the Trust.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| 0-30 days | 17,346 | 75,249 |
| 31-60 days | 149 | 275 |
| 61-90 days | 102 | 103 |
| Over 91 days | 527 | 442 |
| Total receivables net of provisions | 18,124 | 76,069 |
Amounts over 31 days are past due, however, no receivables are impaired. The credit quality of financial assets that are neither past due nor impaired are monitored to make sure there are no adverse changes in credit quality.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (iv) Fair value
The Trust has classified its financial assets and liabilities as follows:
| Financial asset/liability | Classification | Valuation basis | Reference |
|---|---|---|---|
| Receivables1 | Loans and receivables | Amortised cost | Refer to note 14(b) |
| Payables1 | Financial liability at amortised cost | Amortised cost | Refer to note 14(d) |
| Non-interest bearing loan from related party |
Loans and receivables | Amortised cost | Refer to note 18 |
| Derivatives | Fair value through profit or loss | Fair value | Refer to note 10(c) |
1 The face value of these is approximately equal to their fair value; these amounts are unsecured and are usually paid within 30 days of recognition.
Financial assets and liabilities are classified in accordance with the purpose for which they were acquired. As noted in section (c) below, derivative financial instruments are initially recognised in the Statement of Financial Position at fair value on the date on which the derivative contract is entered into and subsequently remeasured to fair value.
The valuation techniques applied by the Trust are consistent with those applied in prior year financial reports. The valuation technique used to measure the various financial instruments namely foreign currency contracts and interest rate contracts is based on market observable spot exchange rates and interest rate yield curves. This method records any change in fair value of a derivative in the financial statements.
The carrying amounts and estimated fair value of all the Trust's financial assets and liabilities recognised in the Financial Statements are as follows:
| 2015 | 2015 | 2014 | 2014 | |
|---|---|---|---|---|
| Carrying | Carrying | |||
| amount1 | Fair value2 | amount1 | Fair value2 | |
| \$'000 | \$'000 | \$'000 | \$'000 | |
| Financial assets | ||||
| Cash and cash equivalents | 7,073 | 7,073 | 8,739 | 8,739 |
| Loans and receivables (current) | 18,124 | 18,124 | 76,069 | 76,069 |
| Derivative assets | 1,893 | 1,893 | 2,003 | 2,003 |
| Total financial assets | 27,090 | 27,090 | 86,811 | 86,811 |
| Financial liabilities | ||||
| Trade payables | 43,287 | 43,287 | 63,258 | 63,258 |
| Non-interest bearing loans with related parties3 | 55,684 | 55,684 | 55,684 | 55,684 |
| Interest bearing loans with related parties4 | 2,596,928 | 2,596,928 | 3,082,732 | 3,082,732 |
| Derivative liabilities | 93,564 | 93,564 | 54,948 | 54,948 |
| Total financial liabilities | 2,789,463 | 2,789,463 | 3,256,622 | 3,256,622 |
1 Carrying value is equal to the value of the financial instruments on the Statement of Financial Position.
2 Fair value is the price that would be received to transfer the asset or liability in an orderly transaction between market participants at the measurement date. Where there is a difference between the carrying amount and fair value, the difference is not recognised in the Statement of Financial Position.
3 Non-interest bearing loans with entities within DXS were created to effect the stapling of the Trust, DIT, DDF and DXO. These loan balances eliminate on consolidation within DXS.
4 Interest bearing loans with DEXUS Finance Pty Limited (DXF). These loan balances eliminate on consolidation within DXS. This also includes a loan of \$338.4m from DEXUS Office Australia which was repaid during the year.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (iv) Fair value (continued)
The Trust uses the following methods in the determination and disclosure of the fair value of financial instruments:
Level 1: the fair value is calculated using quoted prices in active markets.
Level 2: the fair value is determined using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: the fair value is estimated using inputs for the asset or liability that are not based on observable data.
All financial instruments were measured at Level 2 for the periods presented in this report.During the year, there were no transfers between Level 1, 2 and 3 fair value measurements.
(v) Offsetting financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position where the Trust currently has a legally enforceable right to set-off the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The Trust has also entered into arrangements that do not meet the criteria for offsetting except in certain circumstances, such as bankruptcy or the termination of the underlying contract.
The Trust does not have any agreements in place with derivative counterparties that allow for offsetting financial assets and financial liabilities.
Master netting arrangements – not currently enforceable
Agreements with derivative counterparties are based on an ISDA Master Agreement. Under the terms of these arrangements, where certain credit events occur (such as default), the net position owing/receivable to a single counterparty in the same currency will be taken as owing and all the relevant arrangements terminated. As the Trust does not presently have a legally enforceable right of set-off, these amounts have not been offset in the Statement of Financial Position.
(c) Derivative financial instruments
A derivative is a type of financial instrument typically used to manage risk. A derivative's value changes over time in response to underlying variables including interest rates or exchange rates and is entered into for a fixed period. A hedge is where a derivative is used to manage an underlying exposure and the Trust uses derivatives to manage its exposure to interest rates and foreign exchange risk accordingly.
Written policies and limits are approved by the Board of Directors of the Responsible Entity, in relation to the use of financial instruments to manage financial risks. 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.
Derivatives including interest rate swaps, the interest rate component of cross currency swaps, and foreign exchange contracts, are measured at fair value with any changes in fair value recognised in the Statement of Comprehensive Income.
At inception the Trust can elect to formally designate and document the relationship between the hedge derivative instruments (cross currency interest rate swaps only) and the associated hedged items (foreign currency bonds only). The Trust also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.
Capital and financial risk management (continued)
(c) Derivative financial instruments (continued)
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Current assets | ||
| Interest rate swap contracts | 292 | - |
| Total current assets - derivative financial instruments | 292 | - |
| Non-current assets | ||
| Interest rate swap contracts | 1,601 | 2,003 |
| Total non-current assets - derivative financial instruments | 1,601 | 2,003 |
| Current liabilities | ||
| Interest rate swap contracts | 3,776 | - |
| Total current liabilities - derivative financial instruments | 3,776 | - |
| Non-current liabilities | ||
| Interest rate swap contracts | 89,788 | 54,948 |
| Total non-current liabilities - derivative financial instruments | 89,788 | 54,948 |
| Net derivative financial instruments | (91,671) | (52,945) |
Key assumptions: fair value of derivatives
The fair value of derivative financial instruments has been determined based on a discounted cash flow analysis using observable market inputs (interest rates, exchange rates and currency basis) and applying a credit or debit valuation adjustment based on the current credit worthiness of counterparties and the Trust. Refer to note 10(b)(iv) Capital and Financial Risk Management for further detail.
Commitments and contingencies
- (a) Commitments
- (i) Capital commitments
The following amounts represent remaining capital expenditure on investment properties contracted at the end of each reporting period but not recognised as liabilities payable:
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Investment properties | 41,134 | 51,018 |
| Investments accounted for using the equity method | 176,684 | 284,797 |
| Total capital commitments | 217,818 | 335,815 |
(ii) Lease receivable commitments
The future minimum lease payments receivable by the Trust are:
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Within one year | 167,044 | 172,909 |
| Later than one year but not later than five years | 395,200 | 401,251 |
| Later than five years | 153,121 | 146,968 |
| Total lease receivable commitments | 715,365 | 721,128 |
(b) Contingencies
The Trust, together with DDF, DIT and DXO, is a guarantor of a total of A\$3,572.4 million of interest bearing liabilities (refer note 13 of the DEXUS Property Group Financial Report). The guarantees have been given in support of debt outstanding and drawn against these facilities, and may be called upon in the event that a borrowing entity has not complied with certain requirements such as failure to pay interest or repay a borrowing, whichever is earlier. During the period no guarantees were called.
The above guarantees are issued in respect of the Trust and do not constitute an additional liability to those already existing in interest bearing liabilities on the Statement of Financial Position.
The Directors of the Responsible Entity are not aware of any other contingent liabilities 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.
Contributed equity
(a) Contributed equity
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Opening balance at the beginning of the year | 2,212,662 | 1,825,984 |
| Issue of additional equity, net of transaction costs | 229,901 | 423,749 |
| Buy-back of contributed equity, net of transaction costs | - | (37,071) |
| Closing balance at the end of the year | 2,442,563 | 2,212,662 |
(b) Number of units on issue
| 2015 | 2014 | |
|---|---|---|
| No. of units | No. of units | |
| Opening balance at the beginning of the year | 5,433,110,810 | 4,701,957,390 |
| Issue of additional equity | 65,274,552 | 804,882,384 |
| One-for-six security consolidation | (4,527,579,013) | |
| Buy-back of contributed equity | - | (73,728,964) |
| Closing balance at the end of the year | 970,806,349 | 5,433,110,810 |
Each stapled security ranks equally with all other stapled securities for the purposes of distributions and on termination of the Trust.
Each stapled security entitles the holder to vote in accordance with the provisions of the Constitution and the Corporations Act 2001.
Transaction costs arising on the issue of equity instruments are recognised directly in equity (net of tax) as a reduction of the proceeds of the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued.
On 29 October 2014, the Group announced a one-for-six consolidation of DEXUS Property Group stapled securities. The consolidation was completed on 14 November 2014. Where the number of securities held by a security holder following the consolidation resulted in a fraction of a security, the fraction was rounded up to the nearest whole number.
Reserves and retained profits
(a) Reserves
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Foreign currency translation reserve | - | (1,793) |
| Total reserves | - | (1,793) |
| Movements: | ||
| Foreign currency translation reserve | ||
| Opening balance at the beginning of the year | (1,793) | (6,997) |
| Exchange differences on translating foreign operations | (257) | 5,204 |
| Foreign currency translation reserve transfer on disposal of foreign operations | 2,050 | - |
| Closing balance at the end of the year | - | (1,793) |
(b) Nature and purpose of reserves
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the Financial Statements of foreign operations.
(c) Retained profits
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Opening balance at the beginning of the year | 758,020 | 735,948 |
| Net profit/(loss) attributable to security holders | 318,828 | 192,781 |
| Distributions provided for or paid | (140,817) | (170,709) |
| Closing balance at the end of the year | 936,031 | 758,020 |
Note 14
Working capital
(a) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions and other shortterm, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(b) Receivables
Rental and interest revenue are brought to account on an accruals basis. Dividends and distributions are recognised when declared and, if not received at the end of the reporting period, reflected in the Statement of Financial Position as a receivable.
Working capital (continued)
(b) Receivables (continued)
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less provision for doubtful debts. Trade receivables are required to be settled within 30 days and are assessed on an ongoing basis for impairment. Receivables which are known to be uncollectable are written off by reducing the carrying amount directly. A provision for doubtful debts is established when there is objective evidence that the Trust will not be able to collect all amounts due according to the original terms of the receivables.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Rent receivable | 5,177 | 3,934 |
| Less: provision for doubtful debts | (222) | (94) |
| Total rental receivables | 4,955 | 3,840 |
| Distributions receivable | 12,857 | 68,770 |
| Other receivables | 312 | 3,459 |
| Total other receivables | 13,169 | 72,229 |
| Total receivables | 18,124 | 76,069 |
(c) Other current assets
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Prepayments | 3,646 | 2,855 |
| Deposit for the acquisition of investment property | 14,800 | - |
| Total other current assets | 18,446 | 2,855 |
(d) Payables
Expenses are brought to account on an accruals basis and, if not paid at the end of the reporting period, are reflected in the Statement of Financial Position as a payable.
These amounts represent liabilities for amounts owing at the end of the reporting period. The amounts are unsecured and are usually paid within 30 days of recognition.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Trade creditors | 13,475 | 28,230 |
| Accruals | 1,796 | 1,659 |
| Accrued capital expenditure | 10,050 | 5,913 |
| Prepaid income | 6,146 | 10,249 |
| Accrued interest | 10,135 | 14,252 |
| Other payables | 1,685 | 2,955 |
| Total payables | 43,287 | 63,258 |
Working capital (continued)
(e) Provisions
A provision is recognised when an obligation exists as a result of a past event and it is probable that a future outflow of cash or other benefit will be required to settle the obligation.
In accordance with the Trust's Constitution, the Trust distributes its distributable income to unitholders by cash or reinvestment. Distributions are provided for when they are approved by the Board of Directors and declared.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Provision for distribution | 29,503 | 91,666 |
| Total current provisions | 29,503 | 91,666 |
| Movements in the provision for distribution during the financial year are set out below: | ||
| 2015 | 2014 | |
| \$'000 | \$'000 | |
| Opening balance at the beginning of the year | 91,666 | 78,547 |
|---|---|---|
| Additional provisions | 140,817 | 170,709 |
| Payment of distributions | (202,980) | (157,590) |
| Closing balance at the end of the year | 29,503 | 91,666 |
A provision for distribution has been raised for the period ended 30 June 2015. This distribution is to be paid on 31 August 2015.
Other disclosures
In this section
This section includes other information that must be disclosed to comply with the Accounting Standards, the Corporations Act 2001 or the Corporations Regulations, but which are not considered critical in understanding the financial performance or position of the Trust.
Note 15
Audit, taxation and transaction services fees
During the year, the Auditor and its related practices earned the following remuneration:
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| Audit fees | ||
| PwC Australia - audit and review of Financial Statements | 289,300 | 302,616 |
| PwC fees paid in relation to outgoings audits | 59,825 | 99,250 |
| PwC Australia - regulatory audit and compliance services | 4,250 | 3,620 |
| PwC Australia - audit of DOTA | 95,275 | 212,500 |
| Audit fees paid to PwC | 448,650 | 617,986 |
| Taxation fees | ||
| Fees paid to PwC Australia and New Zealand | 21,147 | 17,894 |
| Fees paid to PwC Australia in respect of the CPA acquisition | - | 200,000 |
| Taxation fees paid to PwC | 21,147 | 217,894 |
| Total audit and taxation fees paid to PwC | 469,797 | 835,880 |
| Transaction services fees | ||
| Fees paid to PwC Australia in respect of the CPA acquisition | - | 225,000 |
| Total transaction services fees paid to PwC | - | 225,000 |
| Total audit, taxation and transaction services fees paid to PwC | 469,797 | 1,060,880 |
Reconciliation of net profit to net cash flows from operating activities
(a) Reconciliation
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Net profit/(loss) for the year | 318,828 | 192,781 |
| Net fair value (gain)/loss of investment properties | (63,639) | (111,565) |
| Share of net (profit)/loss of investments accounted for using the equity method | (256,349) | (58,442) |
| Net fair value (gain)/loss of interest rate swaps | 40,790 | 18,931 |
| Net (gain)/loss on sale of investment properties | 2,116 | - |
| Net foreign exchange (gain)/loss | 137 | (849) |
| Foreign currency translation reserve transfer on disposal of foreign operations | 2,050 | - |
| Impairment of investments accounted for using the equity method | - | 3,295 |
| Transaction costs | - | 23,918 |
| Provision for doubtful debts | 128 | - |
| Change in operating assets and liabilities | ||
| (Increase)/decrease in receivables | 57,818 | (64,185) |
| (Increase)/decrease in prepaid expenses | (791) | 853 |
| (Increase)/decrease in other non-current assets - investments | 176,710 | 160,618 |
| (Increase)/decrease in other non-current assets | 420 | (49) |
| Increase/(decrease) in payables | (4,175) | (8) |
| Increase/(decrease) in current liabilities | 2,965 | 1,327 |
| Increase/(decrease) in other non-current liabilities | 128,632 | 100,011 |
| Increase/(decrease) in deferred tax liabilities | (6,766) | 1,167 |
| Net cash inflow/(outflow) from operating activities | 398,874 | 267,803 |
Note 17
Related parties
Responsible Entity
DXFM is the Responsible Entity of the Trust.
Responsible Entity fees
Under the terms of the Trust's Constitution, the Responsible Entity is entitled to receive fees in relation to the management of the Trust. DXFM's parent entity, DXH, is entitled to be reimbursed for administration expenses incurred on behalf of the Trust. DEXUS Property Services Pty Limited (DXPS), a wholly owned subsidiary of DXH, is entitled to property management fees from the Trust.
Related party transactions
Responsible Entity fees in relation to the Trust assets are on a cost recovery basis.
A loan of \$338.4m from DEXUS Office Trust Australia was repaid during the year.
Related parties (continued)
There were a number of transactions and balances between the Trust and the Responsible Entity and its related entities, as detailed below:
DEXUS Funds Management Limited and its related entities
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| Responsible Entity fees paid and payable | 13,483,677 | 12,960,239 |
| Property management fees paid and payable to DXPS | 12,286,117 | 11,066,146 |
| Responsible Entity fees payable at the end of each reporting period (included above) | 1,134,334 | 301,853 |
| Property management fees payable at the end of each reporting period (included above) | 4,474,715 | 1,443,769 |
| Administration expenses payable at the end of each reporting period (included above) | 88,035 | - |
| Capex contribution payable at the end of each reporting period | 59,764 | - |
| Rent paid | 1,025,976 | - |
Entities within DXS
Aggregate amounts included in the determination of profit that resulted from transactions with each class of other related parties:
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| Interest expense | 131,579,910 | 115,986,659 |
| Interest bearing loans advanced from entities within DXS | 828,674,881 | 2,038,309,586 |
| Interest bearing loans advanced to entities within DXS | 976,120,381 | 850,205,456 |
Related parties (continued)
Directors
The following persons were Directors of DXFM at all times during the year and to the date of this report, unless otherwise stated:
C T Beare, BSc, BE (Hons), MBA, PhD, FAICD 1,2,3,5,6,7 E A Alexander, AM, BComm, FCA, FAICD, FCPA 1,3,8 P Bingham-Hall, BA, (Industrial Design), FAICD, SF (Fin) 1,7,9 J C Conde, AO, BSc, BE (Hons), MBA 1,2,6,7 T Dwyer, BJuris (Hons), LLB (Hons) 1,2,4,8,9 C D Mitchell, BComm, MBA (Exec), FCPA, HBS (AMP) W R Sheppard, BEc (Hons) 1,3,5,6,8,9 D J Steinberg, BEc, FRICS, FAPI P B St George, CA(SA), MBA 1,5,8,9
- 1 Independent Director
- 2 Board Nomination, Remuneration & Governance Committee Member until 31 August 2014.
- 3 Board Audit, Risk & Sustainability Committee Member until 31 August 2014.
- 4 Board Compliance Committee Member until 31 August 2014.
- 5 Board Finance Committee Member until 31 August 2014.
- 6 Board Nomination Committee Member from 1 September 2014.
- 7 Board People & Remuneration Committee Member from 1 September 2014.
- 8 Board Audit Committee Member from 1 September 2014.
- 9 Board Risk Committee Member from 1 September 2014.
Other key management personnel
In addition to the Directors listed above, the following persons were deemed by the Board People & Remuneration Committee to be key management personnel during all or part of the financial year:
| Name | Title |
|---|---|
| Ross Du Vernet Kevin George |
Executive General Manager, Strategy, Transactions & Research Executive General Manager, Office & Industrial |
Key management personnel compensation
| \$ | \$ |
|---|---|
| Compensation | |
| Short-term employee benefits 7,453,029 7,428,170 |
|
| Post employment benefits 219,677 189,291 |
|
| Other long-term benefits - 47,700 |
|
| Security-based payments 2,595,615 1,995,116 |
|
| 10,268,321 9,660,277 |
Related parties (continued)
Equity instrument disclosures relating to key management personnel
The relevant interests in DXS stapled securities held during the financial year by each key management personnel, including their personally related parties, are set out below:
| One-for-six | ||||||
|---|---|---|---|---|---|---|
| Opening Balance | security | Performance | Closing Balance | |||
| 1 July 2014 | consolidation | Purchases | rights granted | Other change | 30 June 2015 | |
| Directors | 3,993,960 | (3,328,298) | 8,334 | 394,191 | - | 1,068,187 |
| Other key management personnel | 1,324,458 | (1,103,715) | - | 127,653 | - | 348,396 |
| Total | 5,318,418 | (4,432,013) | 8,334 | 521,844 | - | 1,416,583 |
The DXFM Board has approved a grant of performance rights to DXS stapled securities to eligible participants (refer note 21 of the DEXUS Property Group Financial Report).
There were no loans or other transactions with key management personnel or their related parties during the years ended 30 June 2015 and 30 June 2014.
Note 18
Parent entity disclosures
The financial information for the parent entity has been prepared on the same basis as the consolidated Financial Statements except as set out below:
Distributions received from associates are recognised in the parent entity's Statement of Comprehensive Income, rather than being deducted from the carrying amount of these investments.
Interests held by the parent entity in controlled entities are measured at fair value through profit and loss to reduce a measurement or recognition inconsistency.
(a) Summary financial information
The individual Financial Statements for the parent entity show the following aggregate amounts:
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Total current assets | 1,343,551 | 1,628,932 |
| Total assets | 6,171,004 | 5,941,809 |
| Total current liabilities | 127,490 | 187,617 |
| Total liabilities | 2,814,352 | 2,994,864 |
| Equity | ||
| Contributed equity | 2,442,563 | 2,212,662 |
| Retained profits | 914,089 | 734,283 |
| Total equity | 3,356,652 | 2,946,945 |
| Net profit/(loss) for the year | 320,622 | 197,984 |
| Total comprehensive income/(loss) for the year | 320,622 | 197,984 |
Parent entity disclosures (continued)
(b) Investments in controlled entities
The parent entity has the following investments:
| Ownership interest | |||
|---|---|---|---|
| 2015 | 2014 | ||
| Name of entity | Principal activity | % | % |
| DOT Commercial Trust | Office property investment | 100.0 | 100.0 |
| DOT NZ Sub-Trust No 1 | Office property investment | 100.0 | 100.0 |
| DOT NZ Sub-Trust No 2 | Office property investment | 100.0 | 100.0 |
| DOT Subtrust No. 2 | Office property investment | 100.0 | 100.0 |
(c) Guarantees entered into by the parent entity
Refer to note 11 for details of guarantees entered into by the parent entity.
(d) Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2015 (2014: nil).
(e) Capital commitments
The following amounts represent capital expenditure of the parent entity on investment properties contracted at the end of the reporting period but not recognised as liabilities payable:
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Investment properties | 34,364 | 38,548 |
| Total capital commitments | 34,364 | 38,548 |
Note 19
Subsequent events
On 1 July, the Group and DWPF exchanged contracts to jointly acquire Waterfront Place at 1 Eagle Street and Eagle Street Pier at 45 Eagle Street Brisbane, QLD, for \$635.0 million excluding acquisition costs.
Since the end of the year, other than the matter disclosed above, the Directors are not aware of any matter or circumstance not otherwise dealt with in their Directors' 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 periods.


DEXUS Operations Trust
(ARSN 110 521 223)
Financial Report 30 June 2015

Contents Page
| Directors' Report1 |
|---|
| Auditor's Independence Declaration8 |
| Consolidated Statement of Comprehensive Income9 |
| Consolidated Statement of Financial Position 10 |
| Consolidated Statement of Changes in Equity 11 |
| Consolidated Statement of Cash Flows 12 |
| About this Report 13 |
| Notes to the Financial Statements 16 |
| Directors' Declaration 54 |
| Independent Auditor's Report 55 |
DEXUS Property Group (DXS) (ASX Code: DXS) consists of DEXUS Diversified Trust (DDF) (ARSN 089 324 541), DEXUS Industrial Trust (DIT), DEXUS Office Trust (DOT) and DEXUS Operations Trust (DXO), collectively known as DXS or the Group.
The registered office of the Group is Level 25, Australia Square, 264-278 George Street, Sydney, NSW 2000.
Under Australian Accounting Standards, DDF has been deemed the parent entity for accounting purposes. Therefore the DDF consolidated Financial Statements include all entities forming part of DXS. The DDF consolidated financial statements are presented in separate Financial Statements.
All ASX and media releases, Financial Statements and other information are available on our website: www.dexus.com
The Directors of DEXUS Funds Management Limited (DXFM) as Responsible Entity of DEXUS Operations Trust present their Directors' Report together with the consolidated Financial Statements for the year ended 30 June 2015. The consolidated Financial Statements represents DEXUS Operations Trust and its consolidated entities (DXO or the Trust).
The Trust together with DEXUS Diversified Trust (DDF), DEXUS Industrial Trust (DIT) and DEXUS Office Trust (DOT) form the DEXUS Property Group (DXS or the Group) stapled security.
1 Directors and Secretaries
1.1 Directors
The following persons were Directors of DXFM at all times during the year and to the date of this Directors' Report, unless otherwise stated:
| Directors | Appointed |
|---|---|
| Christopher T Beare | 4 August 2004 |
| Elizabeth A Alexander, AM | 1 January 2005 |
| Penny Bingham-Hall | 10 June 2014 |
| John C Conde, AO | 29 April 2009 |
| Tonianne Dwyer | 24 August 2011 |
| Craig D Mitchell | 12 February 2013 |
| W Richard Sheppard | 1 January 2012 |
| Darren J Steinberg | 1 March 2012 |
| Peter B St George | 29 April 2009 |
1.2 Company Secretaries
The names and details of the Company Secretaries of DXFM as at 30 June 2015 are as follows:
Brett D Cameron LLB/BA (Science & Technology), GAICD Appointed: 31 October 2014
Brett is the General Counsel and Company Secretary of DEXUS Property Group companies and is responsible for the legal function, company secretarial services and compliance, risk and governance systems and practices across the Group.
Prior to joining DEXUS, Brett was Head of Legal for Macquarie Real Estate (Asia) and has held senior legal positions at Macquarie Capital Funds in Hong Kong and Minter Ellison in Sydney and Hong Kong. Brett has 19 years' experience as in-house counsel and in private practice in Australia and in Asia, where he worked on real estate structuring and operations, funds management, mergers and acquisitions, private equity and corporate finance across a number of industries.
Brett graduated from The University of New South Wales and holds a Bachelor of Laws and a Bachelor of Arts (Science and Technology) and is a member of the Law Societies of New South Wales and Hong Kong. Brett is also a graduate of the Australian Institute of Company Directors.
Scott D Mahony B Bus (Acc) MBA (e-commerce) Grad Dip (Applied Corporate Governance) AGIA, RMIA Appointed: 1 April 2014
Scott is the General Manager, Compliance, Risk and Governance and is responsible for the development, implementation and oversight of DEXUS's compliance, property & corporate risk management and corporate governance programs.
Scott joined DEXUS in October 2005 after two years with Commonwealth Bank of Australia as a Senior Compliance Manager. Prior to this, Scott worked for over 11 years for Assure Services & Technology (part of AXA Asia Pacific) where he held various management roles.
Scott graduated from Charles Sturt University with a Bachelor of Business (Accountancy), a Graduate Diploma in Business Administration and an MBA. He has completed a Graduate Diploma in Applied Corporate Governance through the Governance Institute of Australia, and is a member of both the Risk Management Institution of Australasia and the Governance Institute of Australia.
2 Attendance of Directors at Board meetings and Board Committee meetings
The number of Directors' meetings held during the year and each Director's attendance at those meetings is set out in the table below. The Directors met 11 times during the year. Ten Board meetings were main meetings and one meeting was held to consider specific business.
| Main meetings held |
Main meetings attended |
Specific meetings held |
Specific meetings attended |
|
|---|---|---|---|---|
| Christopher T Beare | 10 | 10 | 1 | 1 |
| Elizabeth A Alexander, AM | 10 | 10 | 1 | 1 |
| Penny Bingham-Hall | 10 | 10 | 1 | 1 |
| John C Conde, AO | 10 | 10 | 1 | 1 |
| Tonianne Dwyer | 10 | 10 | 1 | 1 |
| Craig D Mitchell | 10 | 10 | 1 | 1 |
| W Richard Sheppard | 10 | 10 | 1 | 1 |
| Darren J Steinberg | 10 | 10 | 1 | 1 |
| Peter B St George | 10 | 10 | 1 | 1 |
Special meetings are held at a time to enable the maximum number of Directors to attend and are generally held to consider specific items that cannot be held over to the next scheduled main meeting.
During 2014, the Group undertook a detailed review of its Board Committee structure which resulted in the implementation of a streamlined Board Committee structure from 1 September 2014.
The table below sets out the number of Board Committee meetings held during the year for the Committees in place between 1 September 2014 and 30 June 2015 and each Director's attendance at those meetings.
| Board Audit Board Risk Committee Committee |
Board Nomination Committee |
Board People & Remuneration Committee |
||||||
|---|---|---|---|---|---|---|---|---|
| held | attended | held | attended | held | attended | held | attended | |
| Christopher T Beare | - | - | - | - | 3 | 3 | 4 | 4 |
| Elizabeth A Alexander, AM | 3 | 3 | - | - | - | - | - | - |
| Penny Bingham-Hall | - | - | 4 | 4 | - | - | 4 | 4 |
| John C Conde, AO | - | - | - | - | 3 | 3 | 4 | 4 |
| Tonianne Dwyer | 3 | 3 | 4 | 4 | - | - | - | - |
| Craig D Mitchell | - | - | - | - | - | - | - | - |
| W Richard Sheppard | 3 | 3 | 4 | 4 | 3 | 3 | - | - |
| Darren J Steinberg | - | - | - | - | - | - | - | - |
| Peter B St George | 3 | 3 | 4 | 4 | - | - | - | - |
Craig D Mitchell and Darren J Steinberg were not members of any Board Committees during the year ended 30 June 2015.
Elizabeth A Alexander and Tonianne Dwyer were also Directors of DWPL (refer Note 23 Related parties) and attended Board Meetings during the year ended 30 June 2015.
2 Attendance of Directors at Board meetings and Board Committee meetings (continued)
The table below sets out the number of Board Committee meetings held during the year for the Committees in place between 1 July 2014 and 31 August 2014 and each Director's attendance at those meetings.
| Board Nomination, | ||||||||
|---|---|---|---|---|---|---|---|---|
| Board Audit, Risk & Sustainability Committee |
Board Remuneration Compliance & Governance Board Finance Committee Committee |
Committee | ||||||
| held | attended | held | attended | held | attended | held | attended | |
| Christopher T Beare | 1 | 1 | - | - | 1 | 1 | 1 | 1 |
| Elizabeth A Alexander, AM | 1 | 1 | - | - | - | - | - | - |
| Penny Bingham-Hall | - | - | - | - | - | - | - | - |
| John C Conde, AO | - | - | - | - | 1 | 1 | - | - |
| Tonianne Dwyer | - | - | 1 | 1 | 1 | 1 | - | - |
| Craig D Mitchell | - | - | - | - | - | - | - | - |
| W Richard Sheppard | 1 | 1 | - | - | - | - | 1 | 1 |
| Darren J Steinberg | - | - | - | - | - | - | - | - |
| Peter B St George | - | - | - | - | - | - | 1 | 1 |
3 Directors' relevant interests
The relevant interests of each Director in DXS stapled securities as at the date of this Directors' Report are shown below:
| Directors | No. of securities |
|---|---|
| Christopher T Beare | 16,667 |
| Elizabeth A Alexander, AM | 16,667 |
| Penny Bingham-Hall | 8,334 |
| John C Conde, AO | 16,667 |
| Tonianne Dwyer | 16,667 |
| Craig D Mitchell | 300,8321 |
| W Richard Sheppard | 70,090 |
| Darren J Steinberg | 604,9261 |
| Peter B St George | 17,334 |
1 Includes interests held directly and through performance rights (refer note 22).
Directors' directorships in other listed entities
The following table sets out directorships of other ASX listed entities (unless otherwise stated), not including DXFM, held by the Directors at any time in the three years immediately prior to the end of the year, and the period for which each directorship was held:
| Director | Company | Date appointed | Date resigned |
|---|---|---|---|
| Christopher T Beare | Mnemon Group Limited | 6 November 2009 | 27 May 2013 |
| Flexigroup Limited | 1 July 2014 | ||
| Elizabeth A Alexander, AM | Medibank Private Limited2 | 31 October 2008 | |
| Penny Bingham-Hall | Bluescope Steel Limited | 29 March 2011 | |
| John C Conde, AO | Whitehaven Coal Limited | 3 May 2007 | |
| Cooper Energy Limited | 25 February 2013 | ||
| Tonianne Dwyer | Cardno Limited | 25 June 2012 | |
| Metcash Limited | 24 June 2014 | ||
| W Richard Sheppard | Echo Entertainment Group | 21 November 2012 | |
| Peter B St George | Boart Longyear Limited | 21 February 2007 | 21 May 2013 |
| First Quantum Minerals Limited1 | 20 October 2003 |
1 Listed for trading on the Toronto Stock Exchange in Canada and the London Stock Exchange in the United Kingdom.
2 Listed for trading on the Australian Securities Exchange since 24 November 2014.
4 Principal activities
During the year the principal activity of the Trust was to own, manage and develop high quality real estate assets and manage real estate funds on behalf of third party investors. There were no significant changes in the nature of the Trust's activities during the year.
5 Review of results and operations
The results for the year ended 30 June 2015 were:
- profit attributable to unitholders was \$68.9 million (2014: \$31.9 million);
- total assets were \$1,058.4 million (2014: \$990.1 million); and
- net assets were \$278.9million (2014: \$192.9 million).
A review of the results, financial position and operations of the Group, of which the Trust forms part thereof, is set out in the Operating and Financial Review of the DEXUS Property Group Financial Report and forms part of this Directors' Report.
6 Likely developments and expected results of operations
In the opinion of the Directors, disclosure of any further information regarding business strategies and future developments or results of the Trust, other than the information already outlined in this Directors' Report or the Financial Statements accompanying this Directors' Report would be unreasonably prejudicial to the Trust.
7 Significant changes in the state of affairs
The Directors are not aware of any matter or circumstance not otherwise dealt with in this Directors' Report or the Financial Statements that has significantly or may significantly affect the operations of the Trust, the results of those operations, or the state of the Trust's affairs in future financial years.
8 Matters subsequent to the end of the financial year
Since the end of the financial year the Directors are not aware of any matter or circumstance not otherwise dealt with in this Directors' Report or the Financial Statements that has significantly or may significantly affect the operations of the Trust, the results of those operations, or the state of the Trust's affairs in future financial years.
9 Distributions
Distributions paid or payable by the Trust for the year ended 30 June 2015 are outlined in note 8 of the Notes to the Financial Statements and form part of this Director's report.
10 DXFM fees
Details of fees paid or payable by the Trust to DXFM for the year ended 30 June 2015 are outlined in note 23 of the Notes to the Financial Statements and form part of this Directors' Report.
11 Units on Issue
The movement in units on issue in the Trust during the year and the number of units on issue as at 30 June 2015 are detailed in note 14 of the Notes to the Financial Statements and form part of this Directors' Report.
Details of the number of interests in the Trust held by DXFM or its associates as at the end of the financial year are outlined in note 23 of the Notes to the Financial Statements and form part of this Directors' Report.
The Trust did not have any options on issue as at 30 June 2015 (2014: nil).
12 Environmental regulation
DXS senior management, through its Board Risk Committee, oversee the policies, procedures and systems that have been implemented to ensure the adequacy of its environmental risk management practices. It is the opinion of this Committee that adequate systems are in place for the management of its environmental responsibilities and compliance with its various licence requirements and regulations. Further, the Committee is not aware of any material breaches of these requirements.
13 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 DEXUS Holdings Pty Limited (DXH).
PricewaterhouseCoopers (PwC or the Auditor), is indemnified out of the assets of the Trust pursuant to the DEXUS Specific Terms of Business agreed for all engagements with PwC, to the extent that the Trust inappropriately uses or discloses a report prepared by PwC. The Auditor, PwC, is not indemnified for the provision of services where such an indemnification is prohibited by the Corporations Act 2001.
14 Audit
14.1 Auditor
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
14.2 Non-audit services
The Trust may decide to employ the Auditor on assignments, in addition to their statutory audit duties, where the Auditor's expertise and experience with the Group and/or DXS are important.
Details of the amounts paid or payable to the Auditor for audit and non-audit services provided during the year are set out in note 20 of the Notes to the Financial Statements.
The Board Audit Committee is 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 behalf) is compatible with the standard of independence for auditors imposed by the Corporations Act 2001.
The reasons for the Directors being satisfied are:
- a Charter of Audit Independence provides guidelines under which the Auditor may be engaged to provide nonaudit services without impairing the Auditor's objectivity or independence.
- the Charter states that the Auditor will not provide services where the Auditor may be required to review or audit its own work, including:
- the preparation of tax provisions, accounting records and financial statements;
- the design, implementation and operation of information technology systems;
- the design and implementation of internal accounting and risk management controls;
- conducting valuation, actuarial or legal services;
- consultancy services that include direct involvement in management decision making functions;
- investment banking, borrowing, dealing or advisory services;
- acting as trustee, executor or administrator of trust or estate;
- prospectus independent expert reports and being a member of the due diligence committee; and
- providing internal audit services.
- the Board Audit Committee regularly reviews the performance and independence of the Auditor and whether the independence of this function has been maintained having regard to the provision of non-audit services. The Auditor has provided a written declaration to the Board regarding its independence at each reporting period and Board Audit Committee approval is required before the engagement of the Auditor to perform any non-audit service for a fee in excess of \$100,000.
The above Directors' statements are in accordance with the advice received from the Board Audit Committee.
14.3 Auditor's Independence Declaration
A copy of the Auditor's Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 8 and forms part of this Directors' Report.
15 Corporate governance
DXFM's Corporate Governance Statement is set out in a separate section of the DEXUS Property Group Annual Report.
16 Rounding of amounts and currency
The Trust is a registered scheme of the kind referred to in Class Order 98/0100, issued by the Australian Securities & Investments Commission, relating to the rounding off of amounts in this Directors' Report and the Financial Statements. Amounts in this Directors' Report and the Financial Statements have been rounded off in accordance with that Class Order to the nearest thousand dollars, unless otherwise indicated. All figures in this Directors' Report and the Financial Statements, except where otherwise stated, are expressed in Australian dollars.

DEXUS Operations Trust Consolidated Statement of Comprehensive Income
For the year ended 30 June 2015
| 2015 | 2014 | ||
|---|---|---|---|
| Note | \$'000 | \$'000 | |
| Revenue from ordinary activities | |||
| Property revenue | 3 | 55,979 | 47,923 |
| Proceeds from sale of inventory | 220,125 | 69,326 | |
| Distribution revenue | 480 | 305 | |
| Interest revenue | 118 | 46 | |
| Management fee revenue | 2 | 126,226 | 91,836 |
| Total revenue from ordinary activities | 402,928 | 209,436 | |
| Net fair value gain of investment properties | 9(a) | 10,807 | 11,201 |
| Net gain on sale of investment properties | - | 775 | |
| Reversal of previous impairment of management rights | 18 | - | 7,309 |
| Net foreign exchange gain | 316 | - | |
| Other income | - | 4 | |
| Total income | 414,051 | 228,725 | |
| Expenses | |||
| Property expenses | 3 | (15,236) | (9,575) |
| Cost of sale of inventory | 10 | (172,156) | (65,307) |
| Finance costs | 5 | (30,065) | (30,117) |
| Impairment of goodwill | 18 | (99) | (99) |
| Net loss on sale of investment properties | (727) | - | |
| Management operations, corporate and administration expenses | 4 | (98,299) | (79,835) |
| Total expenses | (316,582) | (184,933) | |
| Profit/(loss) before tax | 97,469 | 43,792 | |
| Income tax expense | 6(a) | (28,575) | (11,908) |
| Profit/(loss) for the year | 68,894 | 31,884 | |
| Other comprehensive income/(loss): | |||
| Fair value gain of available-for-sale financial assets | 15 | 341 | 321 |
| Total comprehensive income/(loss) for the year | 69,235 | 32,205 | |
| Cents | Cents 1 | ||
| Earnings per unit on profit/(loss) attributable to unitholders of the parent entity | |||
| Basic earnings per unit | 7 | 1.15 | 2.58 |
| Diluted earnings per unit | 7 | 1.15 | 2.58 |
1 Restated to reflect the one-for-six security consolidation
| 2015 | 2014 | ||
|---|---|---|---|
| Note | \$'000 | \$'000 | |
| Current assets | |||
| Cash and cash equivalents | 16(a) | 1,389 | 1,269 |
| Receivables | 16(b) | 38,037 | 40,633 |
| Non-current assets classified as held for sale | 11 | - | 9,500 |
| Inventories | 10 | 118,495 | 80,346 |
| Other | 3,209 | 2,268 | |
| Total current assets | 161,130 | 134,016 | |
| Non-current assets | |||
| Investment properties | 9 | 407,731 | 275,397 |
| Plant and equipment | 17 | 20,494 | 10,797 |
| Inventories | 10 | 156,297 | 235,931 |
| Deferred tax assets | 6(c) | 10,800 | 35,836 |
| Intangible assets | 18 | 292,157 | 292,586 |
| Available-for-sale financial assets | 19 | 8,994 | 5,470 |
| Other | 832 | 90 | |
| Total non-current assets | 897,305 | 856,107 | |
| Total assets | 1,058,435 | 990,123 | |
| Current liabilities | |||
| Payables | 16(c) | 28,342 | 16,610 |
| Loans with related parties | 12(b) | 48,932 | 48,932 |
| Provisions | 16(d) | 27,269 | 39,411 |
| Derivative financial instruments | 12(c) | 148 | 166 |
| Total current liabilities | 104,691 | 105,119 | |
| Non-current liabilities | |||
| Loans with related parties | 12(b) | 650,201 | 668,052 |
| Derivative financial instruments | 12(c) | - | 297 |
| Deferred tax liabilities | 6(d) | 15,066 | 11,527 |
| Provisions | 16(d) | 6,450 | 9,543 |
| Other | 3,147 | 2,672 | |
| Total non-current liabilities | 674,864 | 692,091 | |
| Total liabilities | 779,555 | 797,210 | |
| Net assets | 278,880 | 192,913 | |
| Equity | |||
| Contributed equity | 14 | 238,829 | 222,086 |
| Reserves | 15 | 43,394 | 43,064 |
| Retained profits/(accumulated losses) | 15 | (3,343) | (72,237) |
| Total equity | 278,880 | 192,913 |
DEXUS Operations Trust Consolidated Statement of Changes in Equity For the year ended 30 June 2015
| Contributed equity |
Asset revaluation reserve |
Treasury securities reserve |
Security-based payments reserve |
Available-for sale financial assets |
Retained profits/ (losses) |
Total equity | ||
|---|---|---|---|---|---|---|---|---|
| Note | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | |
| Opening balance as at 1 July 2013 | 197,775 | 42,738 | (56) | 37 | 13 | (89,121) | 151,386 | |
| Profit/(loss) for the year | - | - | - | - | - | 31,884 | 31,884 | |
| Other comprehensive income/(loss) for the year | - | - | - | - | 321 | - | 321 | |
| Transactions with owners in their capacity as unitholders: | ||||||||
| Issue of additional equity, net of transaction costs | 14 | 26,532 | - | - | - | - | - | 26,532 |
| Buy-back of contributed equity, net of transaction costs | 14 | (2,221) | - | - | - | - | - | (2,221) |
| Purchase of securities, net of transaction costs | 15 | - | - | (109) | - | - | - | (109) |
| Security-based payments expense | 15 | - | - | - | 120 | - | - | 120 |
| Distributions paid or provided for | 8 | - | - | - | - | - | (15,000) | (15,000) |
| Closing balance as at 30 June 2014 | 222,086 | 42,738 | (165) | 157 | 334 | (72,237) | 192,913 | |
| Opening balance as at 1 July 2014 | 222,086 | 42,738 | (165) | 157 | 334 | (72,237) | 192,913 | |
| Profit/(loss) for the year | - | - | - | - | - | 68,894 | 68,894 | |
| Other comprehensive income/(loss) for the year | - | - | - | - | 341 | - | 341 | |
| Transactions with owners in their capacity as unitholders: | ||||||||
| Issue of additional equity, net of transaction costs | 14 | 16,743 | - | - | - | - | - | 16,743 |
| Purchase of securities, net of transaction costs | 15 | - | - | (184) | - | - | - | (184) |
| Security-based payments expense | 15 | - | - | - | 173 | - | - | 173 |
| Closing balance as at 30 June 2015 | 238,829 | 42,738 | (349) | 330 | 675 | (3,343) | 278,880 |
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
| 2015 | 2014 | ||
|---|---|---|---|
| Note | \$'000 | \$'000 | |
| Cash flows from operating activities | |||
| Receipts in the course of operations (inclusive of GST) | 184,356 | 137,333 | |
| Payments in the course of operations (inclusive of GST) | (105,624) | (101,105) | |
| Interest received | 118 | 46 | |
| Finance costs paid to financial institutions | (503) | (2,355) | |
| Income and withholding taxes paid | - | (18) | |
| Proceeds from sale of property classified as inventory | 221,852 | 69,326 | |
| Payments for property classified as inventory | (83,722) | (124,094) | |
| Net cash inflow/(outflow) from operating activities | 21 | 216,477 | (20,867) |
| Cash flows from investing activities | |||
| Proceeds from sale of investment properties | 15,624 | 5,147 | |
| Payments for capital expenditure on investment properties | (6,285) | (18,640) | |
| Payments for acquisition of investment properties | - | (77,173) | |
| Payments for acquisition of subsidiaries | (160,001) | - | |
| Payments for management rights | - | (42,000) | |
| Payments for plant and equipment | (12,175) | (4,000) | |
| Net cash inflow/(outflow) from investing activities | (162,837) | (136,666) | |
| Cash flows from financing activities | |||
| Borrowings provided to related parties | (843,697) | (358,566) | |
| Borrowings received from related parties | 792,041 | 491,148 | |
| Payments for buy-back of contributed equity | - | (2,221) | |
| Proceeds from issue of additional equity | 16,743 | 26,532 | |
| Purchase of securities for security-based payments plans | (3,985) | (3,059) | |
| Distributions received | 378 | 220 | |
| Distributions paid to security holders | (15,000) | - | |
| Net cash inflow/(outflow) from financing activities | (53,520) | 154,054 | |
| Net increase/(decrease) in cash and cash equivalents | 120 | (3,479) | |
| Cash and cash equivalents at the beginning of the year | 1,269 | 4,748 | |
| Cash and cash equivalents at the end of the year | 1,389 | 1,269 |
About this Report
In this section
This section sets out the basis upon which the Trust's Financial Statements are prepared.
Specific accounting policies are described in their respective notes to the Financial Statements. This section also shows information on new or amended accounting standards and their impact on the financial position and performance of the Trust.
(a) Basis of preparation
DEXUS Property Group stapled securities are quoted on the Australian Securities Exchange under the "DXS" code and comprise one unit in each of DDF, DIT, DOT and DXO. Each entity forming part of DXS continues as a separate legal entity in its own right under the Corporations Act 2001 and is therefore required to comply with reporting and disclosure requirements under the Corporations Act 2001 and Australian Accounting Standards.
DEXUS Funds Management Limited (DXFM) as Responsible Entity for DDF, DIT, DOT and DXO may only unstaple the Group if approval is obtained by a special resolution of the stapled security holders.
These general purpose Financial Statements have been prepared in accordance with the requirements of the Trust's Constitutions, the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements and interpretations of the Australia Accounting Standards Board. Compliance with Australian Accounting Standards ensures that the Financial Statements and notes also comply with International Financial Reporting Standards (IFRS). The Trust is a for-profit entity for the purpose of preparing Financial Statements.
Amounts in these Financial Statements have been presented in Australian dollars and rounded off in accordance with ASIC Class Order 98/100 to the nearest thousand dollars, unless otherwise indicated.
These Financial Statements are prepared on a going concern basis, using historical cost conventions except for investment properties, security-based payments, derivative financial instruments and other financial liabilities which are stated at their fair value. Refer to the specific accounting policies within the notes to the Financial Statements for the basis of valuation of assets and liabilities measured at fair value.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
Critical accounting estimates
In the process of applying the Trust's accounting policies, management have made a number of judgements and applied estimates of future events. Judgements and estimates which are material to the financial report are discussed in the following notes:
| Note 9 | Investment properties | Page 22 |
|---|---|---|
| Note 10 | Inventories | Page 25 |
| Note 12(c) | Derivative financial instruments | Page 35 |
| Note 18 | Intangible assets | Page 44 |
| Note 22 | Security-based payments | Page 47 |
(b) Principles of consolidation
These consolidated Financial Statements incorporate the assets, liabilities and results of all subsidiaries as at 30 June 2015.
(i) Controlled entities
Subsidiaries are all entities over which the Trust has control. The Trust controls an entity when the Trust is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Trust. They are deconsolidated from the date that control ceases.
(ii) Joint arrangements
Investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations each investor has, rather than the legal structure of the joint arrangement.
Joint operations
Where assets are held directly as tenants in common, the Trust's proportionate share of revenues, expenses, assets and liabilities are included in their respective items of the Statement of Financial Position and Statement of Comprehensive Income.
Joint ventures
Investments in joint ventures are accounted for using the equity method. Under this method, the Trust's share of the joint ventures' post-acquisition profits or losses is recognised in the Statement of Comprehensive Income and distributions received from joint ventures are recognised as a reduction of the carrying amount of the investment.
(iii) Employee share trust
DXO has formed a trust to administer the DXO's securities-based employee benefits. The employee share trust is consolidated as the substance of the relationship is that the trust is controlled by the DXO.
(c) Foreign currency
Items included in the Financial Statements of the Trust are measured using the currency of the primary economic environment in which the entity operates. The Financial Statements are presented in Australian dollars.
(d) Goods and services tax
Revenues, expenses and capital assets are recognised net of any amount of Australian Goods and Services Tax (GST), except where the amount of GST incurred is not recoverable. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Cash flows are included in the Statement of Cash Flows on a gross basis. The GST component of cash flows arising from investing and financing activities that is recoverable from or payable to the Australian Taxation Office is classified as cash flows from operating activities.
(e) New accounting standards and interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June 2015 reporting period. The Trust's assessment of the impact of these new standards and interpretations is set out below:
AASB 9 Financial Instruments (effective 1 July 2018).
AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities. It also sets out new rules for hedge accounting and impairment of financial assets. The Trust intends to apply the standard from 1 July 2018. Application of this standard will not affect any of the amounts recognised in the Financial Statements but will require the disclosure of additional information.
AASB 15 Revenue from Contracts with Customers (effective 1 July 2018).
AASB 15 Revenue from Contracts with Customers clarifies the principles for recognising revenue from contracts with customers. It applies to all contracts with customers except leases, financial instruments and insurance contracts. The Trust intends to apply the standard from 1 July 2018 and does not expect any significant impacts.
(f) Notes to the Financial Statements
The notes include information which is required to understand the Financial Statements and is material and relevant to the operations, financial position and performance of the Trust. Information is considered material and relevant if, for example:
– the amount in question is significant because of its size or nature;
- it is important in understanding the results of the Trust;
- it helps to explain the impact of significant changes in the Trust's business;
- it relates to an aspect of the Trust's operations that is important to its future performance.
The notes to the Financial Statements have been re-ordered and re-written in order to provide more meaningful information to the readers of the Financial Statements. The notes are organised into the following sections:
| Trust performance | Property portfolio assets | Capital and financial risk management and working capital |
Other disclosures |
|---|---|---|---|
| 1. Operating segments | 9. Investment properties | 12. Capital and financial risk management |
17. Plant and equipment |
| 2. Management fee revenue | 10. Inventories | 13. Commitments and contingencies |
18. Intangible assets |
| 3. Property revenue and expenses |
11. Non-current assets classified as held for sale |
14. Contributed equity | 19. Available-for-sale financial assets |
| 4. Management operations, corporate and administration expenses |
15. Reserves and accumulated losses |
20. Audit, taxation and transaction services fees |
|
| 5. Finance costs | 16. Working capital | 21. Reconciliation of net profit to net cash flows from operating activities |
|
| 6. Taxation | 22. Security-based payments |
||
| 7. Earnings per unit | 23. Related parties | ||
| 8. Distributions paid and payable |
24. Parent entity disclosures | ||
| 25. Subsequent events |
Trust performance
In this section
This section explains the results and performance of the Trust.
It provides additional information about those individual line items in the Financial Statements that the Directors consider most relevant in the context of the operations of the Trust, including: operating segments, management fee revenue, property revenue and expenses, management operations, corporate and administration expenses, finance costs, taxation, earnings per unit and distributions paid and payable.
Note 1
Operating segments
(a) Description of segments
The Chief Operating Decision Maker (CODM) has been identified as the Board of Directors as they are responsible for the strategic decision making within the Group. DXS management has identified the Group's operating segments based on the sectors analysed within the management reports reviewed by the CODM in order to monitor performance across the Group and to appropriately allocate resources. Refer to the table below for a brief description of the Group's operating segments.
| Segment | Description |
|---|---|
| Office | Office space with any associated retail space; as well as car parks and office developments in Australia and New Zealand. |
| Industrial | Domestic industrial properties, industrial estates and industrial developments. |
| Property management | Property management services for third party clients and owned assets. |
| Funds management | Funds management of third party client assets. |
| Development and trading | Revenue earned and costs incurred by the Trust on developments and inventory. |
| All other segments | Corporate expenses associated with maintaining and operating the Trust. This segment also includes the centralised treasury function. |
Consistent with how the CODM manages the business, the operating segments within DXS are reviewed on a consolidated basis and are not monitored at an individual trust level. The results of the individual trusts are not limited to any one of the segments described above.
Disclosures concerning DXS's operating segments as well as the operating segments' key financial information provided to the CODM, are presented in the DEXUS Property Group Financial Report.
Management fee revenue
Management fees are brought to account on an accruals basis.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Investment management & responsible entity fees | 65,944 | 53,705 |
| Rent and lease renewal fees | 9,918 | 3,534 |
| Property management fees | 30,896 | 24,982 |
| Capital works and development fees | 8,333 | 1,736 |
| Wages recovery and other fees | 11,135 | 7,879 |
| Total management fee revenue | 126,226 | 91,836 |
Note 3
Property revenue and expenses
Rental revenue is recognised on a straight-line basis over the lease term for leases with fixed rent review clauses.
Prospective tenants may be offered incentives as an inducement to enter into operating leases. These incentives may take various forms including cash payments, rent free periods, or a contribution to certain lessee costs such as fit-out costs or relocation costs. The costs of incentives are recognised as a reduction of rental revenue on a straight-line basis from the lease commencement date to the end of the lease term. The carrying amount of the lease incentives is reflected in the fair value of investment properties.
Property expenses include rates, taxes and other property outgoings incurred in relation to investment properties.
Note 4
Management operations, corporate and administration expenses
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Audit, taxation, legal and other professional fees | 4,637 | 3,972 |
| Depreciation and amortisation | 2,808 | 2,315 |
| Employee benefits expense and other staff expenses | 83,517 | 66,769 |
| Administration and other expenses | 7,337 | 6,779 |
| Management operations, corporate and administration expenses | 98,299 | 79,835 |
Note 5
Finance costs
Borrowing costs include interest, amortisation or ancillary costs incurred in connection with arrangement of borrowings, and net fair value movements of interest rate swaps. Borrowing costs are expensed as incurred unless they relate to qualifying assets.
Qualifying assets include investment properties and inventories which take more than 12 months to develop for their intended use or sale. In these circumstances, borrowing costs are capitalised to the cost of the asset during the period of time that is required to complete and develop the asset for its intended use or sale. To the extent that funds are borrowed generally to fund development, the amount of borrowing costs to be capitalised to qualifying assets must be determined by using a weighted average capitalisation rate.
Finance costs (continued)
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Interest paid to related parties | 32,842 | 35,864 |
| Net fair value loss of interest rate swaps | 129 | 343 |
| Amount capitalised | (2,966) | (6,125) |
| Other finance costs | 60 | 35 |
| Total finance costs | 30,065 | 30,117 |
The average capitalisation rate used to determine the amount of borrowing costs eligible for capitalisation is 7.00% (2014: 7.00%).
Note 6
Taxation
DXO is liable for income tax and has formed a tax consolidated group with its wholly owned and controlled Australian entities. As a consequence, these entities are taxed as a single entity.
Income tax expense is comprised of current and deferred tax expense. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or directly in equity, respectively.
Current tax expense represents the expense relating to the expected taxable income at the applicable rate of the financial year.
Deferred tax expense represents the tax expense in respect of the future tax consequences of recovering or settling the carrying amount of an asset or liability. Deferred income tax liabilities are recognised for all taxable temporary differences. Deferred income tax assets are recognised for all deductible temporary differences, and unused tax losses, to the extent it is probable that future taxable profit will be available to utilise them.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. The carrying amount of deferred income tax assets is reviewed at balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to utilise them.
(a) Income tax (expense)/benefit
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Current income tax (expense)/benefit | - | (18) |
| Deferred income tax (expense)/benefit | (28,575) | (11,890) |
| Total income tax (expense)/benefit | (28,575) | (11,908) |
| Total income tax (expense)/benefit attributable to: | ||
| Profit/(loss) from continuing operations | (28,575) | (11,908) |
| Total income tax (expense)/benefit | (28,575) | (11,908) |
| Deferred income tax expense included in income tax (expense)/benefit comprises: | ||
| (Decrease)/increase in deferred tax assets | (25,036) | (3,578) |
| (Increase)/decrease in deferred tax liabilities | (3,539) | (8,312) |
| Total deferred tax expense | (28,575) | (11,890) |
Taxation (continued)
(b) Reconciliation of income tax (expense)/benefit to net profit
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Profit/(loss) before income tax | 97,469 | 43,792 |
| Prima facie tax (expense)/benefit at the Australian tax rate of 30% (2014: 30%) | (29,241) | (13,138) |
| Tax effect of amounts which are not deductible/(taxable) in calculating taxable income: |
||
| Depreciation and amortisation | 2,088 | 1,739 |
| Reversal of previous impairment | - | 2,192 |
| Movements in the carrying value and tax cost base of properties | 4,863 | 1,180 |
| Accounting loss on sale of assets | (7,153) | (1,421) |
| Other timing differences | 868 | (2,460) |
| 666 | 1,230 | |
| Income tax (expense)/benefit | (28,575) | (11,908) |
(c) Deferred tax assets
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| The balance comprises temporary differences attributable to: | ||
| Derivative financial instruments | 37 | 104 |
| Tax losses | 951 | 25,199 |
| Employee provisions | 8,318 | 9,589 |
| Other | 1,494 | 944 |
| Total non-current assets - deferred tax assets | 10,800 | 35,836 |
| Movements: | ||
| Opening balance at the beginning of the year | 35,836 | 39,414 |
| (Utilisation)/recognition of tax losses | (24,226) | (2,296) |
| Movement in deferred tax asset arising from temporary differences | (810) | (1,282) |
| (Charged)/credited to the Statement of Comprehensive Income | (25,036) | (3,578) |
| Closing balance at the end of the year | 10,800 | 35,836 |
The tax losses are expected to be fully utilised by 30 June 2016.
Taxation (continued)
(d) Deferred tax liabilities
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| The balance comprises temporary differences attributable to: | ||
| Intangible assets | 1,909 | 2,008 |
| Investment properties | 12,729 | - |
| Inventories | - | 9,169 |
| Other | 428 | 350 |
| Total non-current liabilities - deferred tax liabilities | 15,066 | 11,527 |
| Movements | ||
| Opening balance at the beginning of the year | 11,527 | 3,215 |
| Charged/(credited) to the Statement of Comprehensive Income | 3,539 | 8,312 |
| Closing balance at the end of the year | 15,066 | 11,527 |
Note 7
Earnings per unit
Earnings per unit are determined by dividing the net profit attributable to unitholders by the weighted average number of ordinary units outstanding during the year. Diluted earnings per unit are adjusted from the basic earnings per unit by taking into account the impact of dilutive potential units.
The weighted average number of units has been adjusted to reflect the one-for-six security consolidation.
(a) Net profit used in calculating basic and diluted earnings per unit
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Profit attributable to unitholders of the parent entity | 10,484 | 21,145 |
| (b) Weighted average number of units used as a denominator |
2015 | 2014 |
| No. of units | No. of units1 | |
| Weighted average number of units outstanding used in calculation of basic | ||
| and diluted earnings per unit | 915,462,824 | 820,257,691 |
1 Restated to reflect the one-for-six security consolidation.
Distributions paid and payable
Distributions are recognised when declared.
(a) Distribution to unitholders
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| 30 June | - | 15,000 |
| Total distribution to unitholders | - | 15,000 |
(b) Distribution rate
| 2015 | 2014 | |
|---|---|---|
| Cents per | Cents per | |
| unit | unit1 | |
| 30 June | - | 1.66 |
| Total distributions | - | 1.66 |
| 1 Restated to reflect the one-for-six security consolidation. |
||
| (c) Franked dividends | ||
| 2015 | 2014 | |
| \$'000 | \$'000 | |
| Opening balance at the beginning of the year | 9,752 | 16,181 |
| Franking credits utilised for payment of distribution | - | (6,429) |
Closing balance at the end of the year 9,752 9,752
Property portfolio assets
In this section
The following table summarises the property portfolio assets detailed in this section:
| 30 June 2015 | Note | Office | Industrial | Development | Total |
|---|---|---|---|---|---|
| \$'000 | \$'000 | \$'000 | \$'000 | ||
| Investment properties | 9 | 83,799 | 292,809 | 31,123 | 407,731 |
| Inventories | 10 | 42,886 | 231,906 | - | 274,792 |
| Assets held for sale | 11 | - | - | - | - |
| Total | 126,685 | 524,715 | 31,123 | 682,523 |
These assets are used to generate the Trust's performance and are considered to be the most relevant to the operations of the Trust. The assets are detailed in the following notes:
-
Investment properties: relates to investment properties, both stabilised and under development.
-
Inventories: relates to the Trust's ownership of industrial and office assets or land held for repositioning, development and sale;
- Non-current assets classified as held for sale: relates to Office and Industrial investment properties which are expected to be sold within 12 months of the balance sheet date and are currently being marketed for sale.
The list of property portfolio assets is detailed in the Property Synopsis, available at www.dexus.com/investor-centre/dxs/announcements/asx.
Note 9
Investment properties
The Trust's investment properties consist of properties held for long-term rental yields and/or capital appreciation and property that is being constructed or developed for future use as investment property. Investment properties are initially recognised at cost including transaction costs. Investment properties are subsequently recognised at fair value in the Financial Statements.
The basis of valuations of investment properties is fair value, being the price that would be received to sell the asset in an orderly transaction between market participants at the measurement date.
Changes in fair values are recorded in the Statement of Comprehensive Income. The gain or loss on disposal of an investment property 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 Statement of Comprehensive Income in the year of disposal.
Subsequent redevelopment and refurbishment costs (other than repairs and maintenance) are capitalised to the investment property where they result in an enhancement in the future economic benefits of the property.
Leasing fees incurred and incentives provided are capitalised and amortised over the lease periods to which they relate.
Investment properties (continued)
(a) Reconciliation
| ` | Office | Industrial | Development | 2015 | 2014 |
|---|---|---|---|---|---|
| \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | |
| Opening balance at the beginning of the year | 78,500 | 168,087 | 28,810 | 275,397 | 176,279 |
| Additions | 1,933 | 113 | 10,740 | 12,786 | 22,613 |
| Acquisitions | - | 114,428 | - | 114,428 | 77,173 |
| Lease incentives | 302 | 2,673 | - | 2,975 | 1,793 |
| Amortisation of lease incentives | (21) | (1,392) | - | (1,413) | (1,110) |
| Rent straightlining | 42 | 1,181 | - | 1,223 | 1,320 |
| Disposals | - | - | (6,851) | (6,851) | (4,372) |
| Transfer to inventory | - | - | (1,621) | (1,621) | - |
| Transfers to non-current assets classified as held for sale | - | - | - | - | (9,500) |
| Net fair value gain/(loss) of investment properties | 3,043 | 7,719 | 45 | 10,807 | 11,201 |
| Closing balance at the end of the year | 83,799 | 292,809 | 31,123 | 407,731 | 275,397 |
Acquisitions
On 16 January 2015, settlement occurred on the acquisition of Lakes Business Park, 2-13 Lord Street, Botany, for \$153.5 million excluding acquisition costs. This comprises \$109.8 million (\$114.4 million including acquisition costs) classified as investment property and \$43.7million (\$45.6 million including acquisition costs) classified as inventory classified as inventory. Refer note 10.
Disposals
During the year, three land parcels of Quarry Greystanes, NSW, were disposed of for gross proceeds of \$6.3 million (carrying value of \$6.9 million).
(b) Valuation process
Independent valuations are carried out for each individual property at least once every three years by a member of the Australian Property Institute of Valuers. Each valuation firm and its signatory valuer are appointed on the basis that they are engaged for no more than three consecutive valuations. Independent valuations may be undertaken earlier where the Responsible Entity believes there is potential for a material change in the fair value of the property being the greatest of 5% of the asset value, or \$5 million.
The Trust's investment properties are required to be internally valued at least every six months unless they have been independently valued during the current reporting period. Internal valuations are compared to the carrying value of investment properties at the reporting date. Where the Directors determine the internal valuations present a more reliable estimate of fair value the internal valuation is adopted as book value. Internal valuations are performed by the Trust's internal valuers who hold recognised relevant professional qualifications and have previous experience as property valuers from major real estate valuation firms.
An appropriate valuation methodology is utilised according to asset class. In relation to Office and Industrial assets this includes the capitalisation approach (market approach) and the discounted cash flow approach (income approach). The valuation is also compared to, and supported by, direct comparison to recent market transactions. The adopted capitalisation rates and discount rates are determined based on industry expertise and knowledge and, where possible, a direct comparison to third party rates for similar assets in a comparable location. Rental revenue from current leases and assumptions about future leases, as well as any expected operational cash outflows in relation to the property, are also built into each asset assessment of fair value.
Investment properties (continued)
In relation to development properties under construction for future use as investment property, where reliably measurable, fair value is determined based on the market value of the property on the assumption it had already been completed at the valuation date (using the methodology as outlined above) less costs still required to complete the project, including an appropriate adjustment for industry benchmarked profit and development risk.
(c) Fair value measurement, valuation techniques and inputs
The following table represents the level of the fair value hierarchy and the associated unobservable inputs utilised in the fair value measurement for each class of investment property.
| Fair value | Range of | |||||
|---|---|---|---|---|---|---|
| Class of | Fair value | 2015 | 2014 | unobservable inputs | ||
| property | hierarchy | \$'000 | \$'000 Inputs used to measure fair value | 2015 | 2014 | |
| Office | Level 3 | 83,799 | 78,500 | Adopted capitalisation rate | 8.25% | 8.25% |
| Adopted discount rate | 9.50% | 9.50% | ||||
| Adopted terminal yield | 8.50% | 8.50% | ||||
| Current net market rental (per sqm) | \$405 | \$407 | ||||
| 10 year average market rental growth | 3.02% | 3.60% | ||||
| Industrial | Level 3 | 292,809 | 168,087 | Adopted capitalisation rate | 6.75% - 7.75% | 7.13% - 8.25% |
| Adopted discount rate | 8.25% - 8.75% | 9.00% - 9.50 % | ||||
| Adopted terminal yield | 7.00% - 8.00% | 7.63% - 8.25% | ||||
| Current net market rental (per sqm) | \$71 - \$272 | \$75 - \$199 | ||||
| 10 year average market rental growth | 2.96% - 3.10% | 3.20% - 3.26% | ||||
| Development | Level 3 | 31,123 | 28,810 | Adopted capitalisation rate | 6.50% - 6.50% | 7.13% |
| Land rate (per sqm) | \$35 - \$350 | \$50 - \$250 | ||||
| Total | 407,731 | 275,397 |
Key estimates: inputs used to measure fair value of investment properties
Judgement is required in determining the following key assumptions:
- Adopted capitalisation rate: The rate at which net market rental revenue is capitalised to determine the value of a property. The rate is determined with regards to market evidence and the prior external valuation.
- Adopted discount rate: The rate of return used to convert cash flows, payable or receivable in the future, into present value. It reflects the opportunity cost of capital, that is, the rate of return the cash can earn if put to other uses having similar risk. The rate is determined with regards to market evidence and the prior external valuation.
- Adopted terminal yield: The capitalisation rate used to convert the future net market rental revenue into an indication of the anticipated value of the property at the end of the holding period when carrying out a discounted cash flow calculation. The rate is determined with regards to market evidence and the prior external valuation.
- Net market rental (per sqm): The net market rent is the estimated amount for which a property should lease between a lessor and a lessee on appropriate lease terms in an arm's length transaction.
- 10 year average market rental growth: The expected annual rate of change in market rent over a 10 year forecast period in alignment with expected market movements. The rate is determined with reference to forecast market movements.
- Land rate (per sqm): The land rate is the market land value per sqm.
Investment properties (continued)
(d) Sensitivity information
Significant movement in any one of the inputs listed in the table above may result in a change in the fair value of the Trust's investment properties as shown below:
| Significant inputs | Fair value measurement sensitivity to significant increase in input |
Fair value measurement sensitivity to significant decrease in input |
|---|---|---|
| Adopted capitalisation rate Adopted discount rate Adopted terminal yield |
Decrease | Increase |
| Net market rental (per sqm) 10 year average market rental growth Land rate (per sqm) |
Increase | Decrease |
Generally, a change in the assumption made for the adopted capitalisation rate is often accompanied by a directionally similar change in the adopted terminal yield. The adopted capitalisation rate forms part of the capitalisation approach whilst the adopted terminal yield forms part of the discounted cash flow approach.
Under the capitalisation approach, the net market rental has a strong interrelationship with the adopted capitalisation rate as the fair value of the investment property is derived by capitalising, in perpetuity, the total net market rent receivable. An increase (softening) in the adopted capitalisation rate may offset the impact to fair value of an increase in the total net market rent. A decrease (tightening) in the adopted capitalisation rate may also offset the impact to fair value of a decrease in the total net market rent. A directionally opposite change in the total net market rent and the adopted capitalisation rate may increase the impact to fair value.
The discounted cash flow is primarily made up of the discounted cash flow of net income over the cashflow period and the discounted terminal value (which is largely based upon market rents grown at forecast market rental growth rates capitalised at an adopted terminal yield). An increase (softening) in the adopted discount rate may offset the impact to fair value of a decrease (tightening) in the adopted terminal yield. A decrease (tightening) in the discount rate may offset the impact to fair value of an increase (softening) in the adopted terminal yield. A directionally similar change in the adopted discount rate and the adopted terminal yield may increase the impact to fair value.
A decrease (softening) in the forecast rental growth rate may result in a negative impact on the discounted cash flow approach value whilst a strengthening may have a positive impact on the value under the same approach.
Note 10
Inventories
Land and properties held for repositioning, development and sale are recorded at the lower of cost and net realisable value. Cost is assigned by specific identification and includes the cost of acquisition, and development and holding costs such as borrowing costs, rates and taxes. Holding costs incurred after completion of development are expensed.
Key estimate: net realisable value (NRV) of inventories
NRV is determined using the estimated selling price in the ordinary course of business less estimated costs to bring inventories to their finished condition, including marketing and selling expenses. NRV is based on the most reliable evidence available at the time and the amount the inventories are expected to be realised. These key assumptions are reviewed annually or more frequently if indicators of impairment exist. Key estimates have been reviewed and no impairment provisions have been recognised.
Inventories (continued)
(a) Land and properties held for resale
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Current assets | ||
| Land and properties held for resale | 118,495 | 80,346 |
| Total current assets - inventories | 118,495 | 80,346 |
| Non-current assets | ||
| Land and properties held for resale | 156,297 | 235,931 |
| Total non-current assets - inventories | 156,297 | 235,931 |
| Total assets - inventories | 274,792 | 316,277 |
| (b) Reconciliation | ||
| Opening balance at the beginning of the year | 316,277 | 252,910 |
|---|---|---|
| Transfer from investment property | 1,621 | - |
| Disposals | (172,156) | (65,307) |
| Acquisitions and additions | 129,050 | 128,674 |
| Closing balance at the end of the year | 274,792 | 316,277 |
Acquisitions
- On 16 January 2015, settlement occurred on the acquisition of Lakes Business Park, 2-13 Lord Street, Botany, for \$153.5 million excluding acquisition costs. This comprises \$109.8 million (\$114.4 million including acquisition costs) classified as investment property and \$43.7 million (\$45.6 million including acquisition costs) classified as inventory. Refer note 9.
- On 30 November 2014, HWT Car Park, 32-44 Flinders Street, Melbourne, was acquired from DDF for \$30.4 million excluding acquisition costs.
Disposals
- On 1 July 2014, 30 Distribution Drive, Laverton, VIC was disposed of for gross proceeds of \$19.0 million. 50% of this property was classified as investment property at 30 June 2014 (carrying value of \$8.5 million in inventory). Refer note 9.
- On 13 August 2014, the Trust exchanged contracts for the sale of 5-13 Rosebery Avenue and 25-55 Rothschild Avenue, Rosebery, NSW for \$190.0 million, represented by a \$19.0 million option fee and \$171.0 million settlement payment. The Trust will recognise the option fee over the term of the option and has therefore recognised \$17.3 million during the year ended 30 June 2015. The balance of \$1.7 million and the settlement amount of \$171.0 million will be recognised in the year ended 30 June 2016.
- On 1 December 2014, 50 Carrington Street, Sydney, NSW was disposed of for gross proceeds of \$88.0 million (carrying value of \$75.8 million).
- On 22 May 2015, 40 Market Street, Melbourne, VIC was disposed of for gross proceeds of \$105.3 million (carrying value of \$87.9 million).
Note 11
Assets classified as held for sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use, and a sale is considered highly probable.
Non-current assets classified as held for sale are presented separately from the other assets in the balance sheet.
Non-current assets classified as held for sale relate to investment properties and are measured at fair value. As at 30 June 2015, the balance related to Units 10/11, 108 Silverwater Road, Silverwater, NSW. Refer note 24.
Disposals
On 1 July 2014, 30 Distribution Drive, Laverton, VIC was disposed of for gross proceeds of \$19.0 million. 50% of this property was classified as inventory at 30 June 2014. Refer note 10.
Capital and financial risk management and working capital
In this section
The Trust's overall risk management program focuses on reducing volatility from impacts in movements of financial markets and seeks to minimise potential adverse effects on the financial performance of the Trust. Note 12 Capital and financial risk management outlines how the Trust manages its exposure to a variety of financial risks (interest rate risk, foreign currency risk, liquidity risk and credit risk) and details the various derivative financial instruments entered into by the Trust.
The Board determines the appropriate capital structure of the Trust, how much is borrowed from financial institutions and capital markets (debt), and how much is raised from shareholders (equity) in order to finance the Trust's activities both now and in the future. This capital structure is detailed in the following notes:
- Debt: Commitments and contingencies in note 13;
- Equity: Contributed equity in note 14 and Reserves and accumulated losses in note 15.
Note 16 provides a breakdown of the working capital balances held in the Statement of Financial Position.
Note 12
Capital and financial risk management
Capital and financial risk management is carried out through a centralised treasury function which is governed by a Board approved Treasury Policy. The Trust (as part of DXS) has an established governance structure which consists of the Group Management Committee and Capital Markets Committee.
The Board has appointed a Group Management Committee responsible for achieving DEXUS's goals and objectives, including the prudent financial and risk management of the Group. The Group Management Committee generally meets weekly. A Capital Markets Committee has been established to advise the Group Management Committee.
The Capital Markets Committee is a management committee that is accountable to the Board. It convenes at least quarterly and conducts a review of financial risk management exposures including liquidity, funding strategies and hedging. It is also responsible for the development of financial risk management policies and funding strategies for recommendation to the Board, and the approval of treasury transactions within delegated limits and powers.
(a) Capital risk management
The Trust manages its capital to ensure that entities within the Trust will be able to continue as a going concern while maximising the return to owners through the optimisation of the debt and equity balance.
The capital structure of the Trust consists of debt, cash and cash equivalents and equity attributable to unit holders. The Trust continuously monitors its capital structure and it is managed in consideration of the following factors:
- the cost of capital and the financial risks associated with each class of capital;
- gearing levels and other debt covenants;
- potential impacts on net tangible assets and security holders' equity;
- potential impacts on the DXS's credit rating; and
- other market factors.
Capital and financial risk management (continued)
(a) Capital risk management (continued)
The Trust is not rated by ratings agencies, however, DXS is rated A- by Standard and Poor's (S&P) and A3 by Moody's. Gearing levels and bank debt covenants are managed holistically as part of the DXS Group.
The Responsible Entity for the Trust, DXFM (a wholly owned entity), has been issued with an Australian Financial Services Licence (AFSL). The licence is subject to certain capital requirements including the requirement to maintain liquidity above specified limits. DXFM must also prepare rolling cash projections over at least the next 12 months and demonstrate it will have access to sufficient financial resources to meet its liabilities that are expected to be payable over that period. Cash projections and assumptions are approved, at least quarterly, by the Board of the Responsible Entity.
DWPL, a wholly owned entity, has been issued with an AFSL as it is the Responsible Entity for DEXUS Wholesale Property Fund (DWPF). DEXUS Wholesale Management Limited (DWML), a wholly owned entity, has been issued with an AFSL as it is the trustee of third party managed funds. These entities are subject to the capital requirements described above.
(b) Financial risk management
The Trust's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Trust. The Trust's principal financial instruments, other than derivatives, comprise cash, bank loans and capital markets issuance. The main purpose of financial instruments is to manage liquidity and hedge the Trust's exposure to financial risks namely:
- interest rate risk;
- foreign currency risk;
- liquidity risk; and
- credit risk.
The Trust uses derivatives to reduce the Trust's exposure to fluctuations in interest rates and foreign exchange rates. These derivatives create an obligation or a right that effectively transfers one or more of the risks associated with an underlying financial instrument, asset or obligation. Derivative financial instruments that the Trust may use to hedge its risks include:
- interest rate swaps;
- cross currency interest rate swaps;
- foreign exchange contracts; and
- option contracts (interest rates).
The Trust does not trade in derivative instruments for speculative purposes. The Trust uses different methods to measure the different types of risks to which it is exposed, including monitoring the current and forecast levels of exposure and conducting sensitivity analysis.
(i) Market risk
Interest rate risk
Interest rate risk arises from interest bearing financial assets and liabilities that the Trust utilises. Non-derivative interest bearing financial instruments are predominately short term liquid assets and long term debt issued at fixed rates which expose the Trust to fair value interest rate risk as the Trust may pay higher interest costs than if it were at variable rates. The Trust's borrowings which have a variable interest rate give rise to cash flow interest rate risk as variable interest rates may increase.
The Trust's risk management policy for interest rate risk seeks to minimise the effects of interest rate movements on its asset and liability portfolio through active management of the exposures. The policy prescribes minimum and maximum hedging amounts for the Trust, which is managed on a portfolio basis.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (i) Market risk (continued)
Interest rate risk (continued)
The Trust maintains a mix of offshore and local currency fixed rate and variable rate debt, as well as a mix of long term and short term debt. The Trust primarily enters into interest rate swaps and cross currency interest rate swap agreements to manage the associated interest rate risk. The Trust hedges the interest rate and currency risk on the majority of its foreign currency borrowings by entering into cross currency swaps, which have the economic effect of converting foreign currency borrowings to local currency borrowings at contracted rates. The derivative contracts are recorded at fair value in the Statement of Financial Position, being the market value as quoted in an active market.
Interest rate swaps require settlement of net interest receivable or payable each 90 or 180 days. The settlement dates coincide with the dates on which the interest is payable on the underlying debt. The receivable and payable legs on interest rate swap contracts are settled on a net basis. The net notional amount of average fixed rate debt and interest rate swaps in place in each year and the weighted average effective hedge rate is set out below:
| June 2016 | June 2017 | June 2018 | June 2019 | June 2020 | > June 2021 | |
|---|---|---|---|---|---|---|
| \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | \$'000 | |
| Interest rate swaps | ||||||
| A\$ hedged1 | 5,000 | - | - | - | - | - |
| A\$ hedge rate (%)2 | 0.27% | - | - | - | - | - |
1 Amounts do not include fixed rate debt that has been swapped to floating rate debt through cross currency swaps.
Sensitivity analysis on interest expense
The table below shows the impact on the Trust's net interest expense of a 50 basis point increase or decrease in market interest rates. The sensitivity on cash flow arises due to the impact that a change in interest rates will have on the Trust's floating rate debt and derivative cash flows. Net interest expense is only sensitive to movements in market rates to the extent that floating rate debt is not hedged.
| 2015 | 2014 |
|---|---|
| (+/-) \$'000 | (+/-) \$'000 |
| +/- 0.50% (50 basis points) A\$ 2,951 |
3,090 |
The increase or decrease in interest expense is proportional to the increase or decrease in interest rates.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (i) Market risk (continued)
Interest rate risk (continued)
Sensitivity analysis on fair value of interest rate swaps
The sensitivity analysis on interest rate swaps below shows the effect on net profit or loss for changes in the fair value of interest rate swaps for a 50 basis point increase or decrease in short-term and long-term market interest rates. The sensitivity on fair value arises from the impact that changes in market rates will have on the valuation of the interest rate swaps.
The fair value of interest rate swaps is calculated as the present value of estimated future cash flows on the instruments. Although interest rate swaps are transacted for the purpose of providing the Trust with an economic hedge, the Trust has elected not to apply hedge accounting to its interest rate derivatives. Accordingly, gains or losses arising from changes in the fair value are reflected in the profit or loss.
| 2015 | 2014 |
|---|---|
| (+/-) \$'000 | (+/-) \$'000 |
| +/- 0.50% (50 basis points) A\$ - |
297 |
Equity price risk
Equity price risk is the risk that the fair value of investments in listed entities fluctuates due to changes in the underlying unit price. The Trust's equity price risk arises from investments in DXS securities purchased in order to fulfil the future requirements of the security-based payments plans. These investments are classified as available for-sale assets, with any resultant fair value movement recognised in other comprehensive income.
Sensitivity analysis on equity price risk
The following sensitivity analysis shows the effect on the Statement of Comprehensive Income if the market price of the underlying equity securities/units at balance date had been 10% higher/lower with all other variables held constant.
| 2015 | 2014 |
|---|---|
| (+/-) \$'000 | (+/-) \$'000 |
| +/- 10% 817 |
547 |
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (ii) Liquidity risk
Liquidity risk is associated with ensuring that there are sufficient funds available to meet the Trust's financial commitments as and when they fall due and planning for any unforeseen events which may curtail cash flows. The Trust identifies and manages liquidity risk across the following categories:
- short-term liquidity management covering the month ahead on a rolling basis with continuous monitoring of forecast and actual cash flows;
- medium-term liquidity management of liquid assets, working capital and standby facilities to cover Trust cash requirements over the next 1-24 month period. The Trust maintains a level of committed borrowing facilities above the forecast committed debt requirements (liquidity headroom buffer). Committed debt includes future expenditure that has been approved by the Board or Investment Committee (as required within delegated limits); and
- long-term liquidity management through ensuring an adequate spread of maturities of borrowing facilities so that refinancing risk is not concentrated in certain time periods, and ensuring an adequate diversification of funding sources where possible, subject to market conditions.
Refinancing risk
Refinancing risk is the risk that the Trust:
- will be unable to refinance its debt facilities as they mature; and/or
- will only be able to refinance its debt facilities at unfavourable interest rates and credit market conditions (margin price risk).
The Group's key risk management strategy for margin price risk on refinancing is to spread the maturities of debt facilities over different time periods to reduce the volume of facilities to be refinanced and the exposure to market conditions in any one period.
An analysis of the contractual maturities of the Trust's interest bearing liabilities and derivative financial instruments is shown in the table below. The amounts in the table represent undiscounted cash flows.
| 2015 | 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Within one year \$'000 |
Between one and two years \$'000 |
Between two and five years \$'000 |
After five years \$'000 |
Within one year \$'000 |
Between one and two years \$'000 |
Between two and five years \$'000 |
After five years \$'000 |
|
| Cash | 1,389 | - | - | - | 1,269 | - | - | - |
| Receivables | 38,037 | - | - | - | 40,633 | - | - | - |
| Payables | 28,342 | - | - | - | 16,610 | - | - | - |
| 11,084 | - | - | - | 25,292 | - | - | - | |
| Interest bearing loans with related parties and interest1 Derivative financial instruments |
- | 7,121 | 7,121 | - | 34,672 | 34,672 | 737,396 | - |
| Derivative assets | - | - | - | - | 50 | - | - | - |
| Derivative liabilities | - | - | - | - | 226 | 33 | - | - |
| Total net derivative financial instruments2 |
- | - | - | - | (176) | (33) | - | - |
1 Includes estimated interest.
2 For interest rate swaps, only the net interest cash flows (not the notional principal) are included. For derivative assets and liabilities that have floating interest cash flows, future cash flows have been calculated using static interest and exchange rates prevailing at the end of each reporting period. Refer to note 12(c) for fair value of derivatives. Refer to note 13 for financial guarantees.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (iii) Credit risk
Credit risk is the risk that the counterparty will not fulfil its obligations under the terms of a financial instrument and will cause financial loss to the Trust. The Trust has exposure to credit risk on all financial assets included in the Trust's Statement of Financial Position.
The Trust manages this risk by:
- adopting a process for determining an approved counterparty, with consideration of qualitative factors as well as the counterparty's credit rating;
- regularly monitoring counterparty exposure within approved credit limits that are based on the lower of a S&P, Moody's and Fitch credit rating. The exposure includes the current market value of in-the-money contracts and the potential exposure, which is measured with reference to credit conversion factors as per APRA guidelines;
- entering into ISDA Master Agreements once a financial institution counterparty is approved;
- monitoring tenant exposure within approved credit limits;
- for some trade receivables, obtaining collateral where necessary in the form of bank guarantees and tenant bonds; and
- regularly monitoring loans and receivables on an ongoing basis.
A minimum S&P rating of A– (or Moody's or Fitch equivalent) is required to become or remain an approved counterparty, unless otherwise approved by the DEXUS Board.
The Trust is exposed to credit risk on cash balances and on derivative financial instruments with financial institutions. The Trust has a policy that sets limits as to the amount of credit exposure to each financial institution. New derivatives and cash transactions are limited to financial institutions that meet minimum credit rating criteria in accordance with the Trust's policy requirements.
Financial instrument transactions are spread among a number of approved financial institutions within specified credit limits to minimise the Trust's exposure to any one counterparty. As a result, there is no significant concentration of credit risk for financial instruments. The maximum exposure to credit risk at 30 June 2015 is the carrying amounts of financial assets recognised on the Statement of Financial Position.
As at 30 June 2015, there were no significant concentrations of credit risk for trade receivables. Trade receivable balances and the credit quality of trade debtors are monitored on an ongoing basis. The tables below show the ageing analysis of loans and receivables net of provisions of the Trust.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| 0-30 days | 32,716 | 36,805 |
| 31-60 days | 3,130 | 2,626 |
| 61-90 days | 283 | 478 |
| Over 91 days | 1,908 | 724 |
| Total receivables net of provisions | 38,037 | 40,633 |
Amounts over 31 days are past due, however, no receivables are impaired. The credit quality of financial assets that are neither past due nor impaired is monitored to make sure there are no adverse changes in credit quality.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (iv) Fair value
The Trust has classified its financial assets and liabilities as follows:
| Financial asset/liability | Classification | Valuation basis | Reference |
|---|---|---|---|
| Receivables1 | Loans and receivables | Amortised cost | Refer to note [16(b)] |
| Other financial assets | Available-for-sale | Fair value | Refer to note [19] |
| Payables1 | Financial liability at amortised cost | Amortised cost | Refer to note [16(c)] |
| Interest bearing liabilities loan from related party |
Financial liability at amortised cost | Amortised cost | Refer to note [12(b)] |
| Non-interest bearing loans from related party |
Loans and receivables | Amortised cost | Refer to note [12(b)] |
| Derivatives | Fair value through profit or loss | Fair value | Refer to note 12(c) |
1 The face value of these is approximately equal to their fair value; these amounts are unsecured and are usually paid within 30 days of recognition.
Financial assets and liabilities are classified in accordance with the purpose for which they were acquired. As noted in section (c) below, derivative financial instruments are initially recognised in the Statement of Financial Position at fair value on the date on which the derivative contract is entered into and subsequently remeasured to fair value.
The valuation techniques applied by the Trust are consistent with those applied in prior year financial reports. The valuation technique used to measure the various financial instruments namely foreign currency contracts and interest rate contracts is based on market observable spot exchange rates and interest rate yield curves. This method records any change in fair value of a derivative in the Financial Statements.
The carrying amounts and estimated fair value of all the Trust's financial assets and liabilities recognised in the Financial Statements are as follows:
| 2015 Carrying amount1 |
2015 Fair value2 |
2014 Carrying amount1 |
2014 Fair value2 |
|
|---|---|---|---|---|
| \$'000 | \$'000 | \$'000 | \$'000 | |
| Financial assets | ||||
| Cash and cash equivalents | 1,389 | 1,389 | 1,269 | 1,269 |
| Loans and receivables (current) | 38,037 | 38,037 | 40,633 | 40,633 |
| Available-for-sale financial assets | 8,994 | 8,994 | 5,470 | 5,470 |
| Total financial assets | 48,420 | 48,420 | 47,372 | 47,372 |
| Financial liabilities | ||||
| Trade payables | 28,342 | 28,342 | 16,610 | 16,610 |
| Non-interest bearing loans with related parties3 | 48,932 | 48,932 | 48,932 | 48,932 |
| Interest bearing loans with related parties4 | 650,201 | 650,201 | 668,052 | 668,052 |
| Derivative liabilities | 148 | 148 | 463 | 463 |
| Total financial liabilities | 727,623 | 727,623 | 734,057 | 734,057 |
1 Carrying value is equal to the value of the financial instruments on the Statement of Financial Position.
2 Fair value is the price that would be received to transfer the asset or liability in an orderly transaction between market participants at the measurement date. Where there is a difference between the carrying amount and fair value, the difference is not recognised in the Statement of Financial Position.
3 Non-interest bearing loans with entities within DXS were created to effect the stapling of the Trust, DIT, DOT and DDF. These loan balances eliminate on consolidation within DXS.
4 Interest bearing loans with DEXUS Finance Pty Limited (DXF). These loan balances eliminate on consolidation within DXS.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (iv) Fair value (continued)
The Trust uses the following methods in the determination and disclosure of the fair value of financial instruments:
Level 1: the fair value is calculated using quoted prices in active markets.
Level 2: the fair value is determined using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: the fair value is estimated using inputs for the asset or liability that are not based on observable data.
The following table presents the assets and liabilities measured and recognised as at fair value 30 June 2015 and 30 June 2014.
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| 2015 | \$'000 | \$'000 | \$'000 | \$'000 |
| Financial assets | ||||
| Available-for-sale financial assets | 8,994 | - | - | 8,994 |
| Financial liabilities | ||||
| Derivative liabilities | ||||
| Interest rate derivatives | - | 148 | - | 148 |
| Level 1 | Level 2 | Level 3 | Total | |
| 2014 | \$'000 | \$'000 | \$'000 | \$'000 |
| Financial assets | ||||
| Available-for-sale financial assets | 5,470 | - | - | 5,470 |
| Financial liabilities | ||||
| Derivative liabilities |
(v) Offsetting financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position where the Trust currently has a legally enforceable right of set-off, the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The Trust has also entered into arrangements that do not meet the criteria for offsetting except in certain circumstances, such as bankruptcy or the termination of the underlying contract.
All derivatives held by the Trust are in a liability position and therefore disclosure of the offsetting arrangements is consistent with the amounts disclosed in the Statement of Financial Position.
Capital and financial risk management (continued)
- (b) Financial risk management (continued)
- (v) Offsetting financial assets and financial liabilities (continued)
Master netting arrangements – not currently enforceable
Agreements with derivative counterparties are based on an ISDA Master Agreement. Under the terms of these arrangements, where certain credit events occur (such as default), the net position owing/receivable to a single counterparty in the same currency will be taken as owing and all the relevant arrangements terminated. As the Trust does not presently have a legally enforceable right of set-off, these amounts have not been offset in the Statement of Financial Position.
(c) Derivative financial instruments
A derivative is a type of financial instrument typically used to manage risk. A derivative's value changes over time in response to underlying variables including interest rates or exchange rates and is entered into for a fixed period. A hedge is where a derivative is used to manage an underlying exposure and the Trust uses derivatives to manage its exposure to interest rates and foreign exchange risk accordingly.
Written policies and limits are approved by the Board of Directors of the Responsible Entity, in relation to the use of financial instruments to manage financial risks. 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.
Even though derivative financial instruments are entered into for the purpose of providing the Trust with an economic hedge, the Trust has elected not to apply hedge accounting under AASB 139 Financial Instruments: Recognition and Measurement. Accordingly, derivatives including interest rate swaps are measured at fair value with any changes in fair value recognised in the Statement of Comprehensive Income
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Current liabilities | ||
| Interest rate swap contracts | 148 | 166 |
| Total current liabilities - derivative financial instruments | 148 | 166 |
| Non-current liabilities | ||
| Interest rate swap contracts | - | 297 |
| Total non-current liabilities - derivative financial instruments | - | 297 |
| Total liabilities - derivative financial instruments | 148 | 463 |
Key assumptions: fair value of derivatives
The fair value of derivative financial instruments has been determined based on a discounted cash flow analysis using observable market inputs (interest rates, exchange rates and currency basis) and applying a credit or debit valuation adjustment based on the current credit worthiness of counterparties and the Group. Refer to note 12(b)(iv) Capital and financial Risk Management for further detail.
Commitments and contingencies
(a) Commitments
(i) Capital commitments
The following amounts represent remaining capital expenditure on investment properties and inventories contracted at the end of each reporting period but not recognised as liabilities payable:
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Investment properties | 13,936 | 118 |
| Inventories | 17,788 | 790 |
| Total capital commitments | 31,724 | 908 |
(ii) Lease payable commitments
The future minimum lease payments payable by the Trust are:
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Within one year | 3,678 | 3,294 |
| Later than one year but not later than five years | 10,441 | 11,452 |
| Later than five years | 982 | 1,264 |
| Total lease payable commitments | 15,101 | 16,010 |
Payments made under operating leases are expensed on a straight-line basis over the term of the lease, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased property.
No provisions have been recognised in respect of non-cancellable operating leases.
(iii) Lease receivable commitments
The future minimum lease payments receivable by the Trust are:
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Within one year | 45,812 | 34,158 |
| Later than one year but not later than five years | 133,198 | 99,720 |
| Later than five years | 85,017 | 40,529 |
| Total lease receivable commitments | 264,027 | 174,407 |
Commitments and contingencies (continued)
(b) Contingencies
The Trust, together with DDF, DIT and DOT, is a guarantor of a total of A\$3,572.4 million of interest bearing liabilities (refer note 13 of the DEXUS Property Group Financial Report). The guarantees have been given in support of debt outstanding and drawn against these facilities, and may be called upon in the event that a borrowing entity has not complied with certain requirements such as failure to pay interest or repay a borrowing, whichever is earlier. During the period no guarantees were called.
The Group has bank guarantees of \$30.9 million, comprising \$30.2 million held to comply with the terms of the Australian Financial Services Licenses (AFSL) and \$0.7 million in respect of developments.
The above guarantees are issued in respect of the Group and do not constitute an additional liability to those already existing in interest bearing liabilities on the Statement of Financial Position.
The Directors of the Responsible Entity are not aware of any other contingent liabilities in relation to the Group, other than those disclosed in the Financial Statements, which should be brought to the attention of security holders as at the date of completion of this report.
Contributed equity
(a) Contributed equity
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Opening balance at the beginning of the year | 222,086 | 197,775 |
| Issue of additional equity, net of transaction costs | 16,743 | 26,532 |
| Buy-back of contributed equity, net of transaction costs | - | (2,221) |
| Closing balance at the end of the year | 238,829 | 222,086 |
(b) Number of units on issue
| 2015 | 2014 | |
|---|---|---|
| No. of units | No. of units | |
| Opening balance at the beginning of the year | 5,433,110,810 | 4,701,957,390 |
| Issue of additional equity | 65,274,552 | 804,882,384 |
| One-for-six security consolidation | (4,527,579,013) | - |
| Buy-back of contributed equity | - | (73,728,964) |
| Closing balance at the end of the year | 970,806,349 | 5,433,110,810 |
Each stapled security ranks equally with all other stapled securities for the purposes of distributions and on termination of the Trust.
Each stapled security entitles the holder to vote in accordance with the provisions of the Constitutions and the Corporations Act 2001.
Transaction costs arising on the issue of equity instruments are recognised directly in equity (net of tax) as a reduction of the proceeds of the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued.
On 29 October 2014, the Trust announced a one-for-six consolidation of DEXUS Property Trust stapled securities. The consolidation was completed on 14 November 2014. Where the number of securities held by a security holder following the consolidation resulted in a fraction of a security, the fraction was rounded up to the nearest whole number.
Reserves and accumulated losses
(a) Reserves
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Asset revaluation reserve | 42,738 | 42,738 |
| Security-based payments reserve | 330 | 157 |
| Available-for-sale financial assets | 675 | 334 |
| Treasury securities reserve | (349) | (165) |
| Total reserves | 43,394 | 43,064 |
| Movements: | ||
| Asset revaluation reserve | ||
| Opening balance at the beginning of the year | 42,738 | 42,738 |
| Closing balance at the end of the year | 42,738 | 42,738 |
| Security-based payments reserve | ||
| Opening balance at the beginning of the year | 157 | 37 |
| Security-based payments expense | 173 | 120 |
| Closing balance at the end of the year | 330 | 157 |
| Available-for-sale financial assets | ||
| Opening balance at the beginning of the year | 334 | 13 |
| Fair value gain of securities | 341 | 321 |
| Closing balance at the end of the year | 675 | 334 |
| Treasury securities reserve | ||
| Opening balance at the beginning of the year | (165) | (56) |
| Purchase of securities | (184) | (109) |
| Closing balance at the end of the year | (349) | (165) |
(b) Nature and purpose of reserves
Asset revaluation reserve
The asset revaluation reserve is used to record the fair value adjustment arising on a business combination.
Security-based payments reserve
The security-based payments reserve is used to recognise the fair value of performance rights to be issued under the 2012 Transitional Performance Rights Plan, the Deferred Short Term Incentive Plans (DSTI) and the Long Term Incentive Plans (LTI). Refer to note 22 for further details.
Reserves and accumulated losses (continued)
(b) Nature and purpose of reserves (continued)
Available-for-sale financial assets
Changes in the fair value arising on valuation of investments, classified as available-for-sale financial assets, are recognised in other comprehensive income and accumulated in a separate reserve within equity. Amounts are reclassified to profit or loss when the associated assets are sold, transferred or impaired.
Treasury securities reserve
The treasury securities reserve is used to record the acquisition of securities purchased to fulfil the obligations of the 2012 Transitional Performance Rights Plan, the Deferred Short Term Incentive Plans (DSTI) and the Long Term Incentive Plans (LTI). As at 30 June 2015, DXS held 1,170,525 stapled securities (2014: 847,825, restated to reflect the one-for-six security consolidation).
(c) Accumulated losses
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Opening balance at the beginning of the year | (72,237) | (89,121) |
| Net profit/(loss) attributable to security holders | 68,894 | 31,884 |
| Distributions provided for or paid | - | (15,000) |
| Closing balance at the end of the year | (3,343) | (72,237) |
Note 16
Working capital
(a) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions and other shortterm, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(b) Receivables
Rental, management fees and interest revenue are brought to account on an accruals basis. Dividends and distributions are recognised when declared and, if not received at the end of the reporting period, reflected in the Statement of Financial Position as a receivable.
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less provision for doubtful debts. Trade receivables are required to be settled within 30 days and are assessed on an ongoing basis for impairment. Receivables which are known to be uncollectable are written off by reducing the carrying amount directly. A provision for doubtful debts is established when there is objective evidence that the Trust will not be able to collect all amounts due according to the original terms of the receivables.
Working capital (continued)
(b) Receivables (continued)
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Rent receivable | 2,347 | 2,949 |
| Total rental receivables | 2,347 | 2,949 |
| Distributions receivable | 250 | 148 |
| Fee Receivable | 28,051 | 20,147 |
| Receivables from related entities | 2,768 | 13,482 |
| Other receivables | 4,621 | 3,907 |
| Total other receivables | 35,690 | 37,684 |
| Total current assets - receivables | 38,037 | 40,633 |
(c) Payables
Expenses are brought to account on an accruals basis and, if not paid at the end of the reporting period, are reflected in the Statement of Financial Position as a payable.
These amounts represent liabilities for amounts owing at the end of the reporting period. The amounts are unsecured and are usually paid within 30 days of recognition.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Trade creditors | 18,421 | 6,680 |
| Accruals | 3,433 | 1,905 |
| Accrued capital expenditure | 667 | 274 |
| GST payable | 766 | 1,114 |
| Other payable to related parties | 2,569 | 3,531 |
| Other payables | 2,486 | 3,106 |
| Total current liabilities – payables | 28,342 | 16,610 |
Working capital (continued)
(d) Provisions
A provision is recognised when an obligation exists as a result of a past event and it is probable that a future outflow of cash or other benefit will be required to settle the obligation.
In accordance with the Trust's Constitution, the Trust distributes its distributable income to unitholders by cash or reinvestment. Distributions are provided for when they are approved by the Board of Directors and declared.
Provision for employee benefits relates to the liabilities for wages, salaries, annual leave and long service leave.
Liabilities for employee benefits for wages, salaries and annual leave expected to be settled within 12 months represent present obligations resulting from employees' services provided to the end of the reporting period. They are measured based on remuneration wage and salary rates that the Trust expects to pay at the end of the reporting period including related on-costs, such as workers compensation, insurance and payroll tax.
The provision for employee benefits for long service leave represents the present value of the estimated future cash outflows, to be made resulting from employees' services provided to the end of the reporting period.
The provision is calculated using expected future increases in wage and salary rates including related on-costs and expected settlement dates based on turnover history and is discounted using the Australian Corporate Bond Index rates at the end of the reporting period that most closely matches the term of the maturity of the related liabilities.
The provision for employee benefits also includes the employee incentive schemes whish are shown separately in note 22.
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Provision for distribution | - | 15,000 |
| Provision for employee benefits | 27,269 | 24,411 |
| Total current provisions | 27,269 | 39,411 |
Non-current provisions relate to employee benefits.
Other disclosures
In this section
This section includes other information that must be disclosed to comply with the Accounting Standards, the Corporations Act 2001 or the Corporations Regulations, but which are not considered critical in understanding the financial performance or position of the Trust.
Note 17
Plant and equipment
Plant and equipment is stated at historical cost less depreciation and accumulated impairment. Historical cost includes expenditure that is directly attributable to its acquisition. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Statement of Comprehensive Income during the reporting period in which they are incurred.
Plant and equipment is tested for impairment whenever events or changes in circumstances indicate that the carrying amounts exceed their recoverable amounts.
Depreciation is calculated using the straight-line method so as to allocate their cost, net of their residual values, over their expected useful lives as follows:
- Furniture and fittings 10-20 years
- IT and office equipment 3-5 years
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Opening balance at the beginning of the year | 10,797 | 8,781 |
| Additions | 12,175 | 4,000 |
| Depreciation charge | (2,478) | (1,984) |
| Closing balance at the end of the year | 20,494 | 10,797 |
| 2015 | 2014 | |
| \$'000 | \$'000 | |
| Cost | 38,800 | 26,626 |
| Accumulated depreciation | (18,306) | (15,829) |
| Net book value as at the end of the year | 20,494 | 10,797 |
Note 18 Intangible assets
Management rights represent the asset management rights owned by DXH, which entitle it to management fee revenue from both finite life trusts and indefinite life trusts. Those rights that are deemed to have a finite useful life (held at a value of \$4,725,145 (2014: \$5,054,806)) are measured at cost and amortised using the straight-line method over their estimated remaining useful lives of 17 years. Management rights that are deemed to have an indefinite life are held at a value of \$286,022,841 million (2014: \$286,022,841 million).
Goodwill represents the excess of the cost of an acquisition over the fair value of the Trust's share of the net identifiable assets of the acquired subsidiary at the date of acquisition.
Goodwill and management rights with an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. An impairment loss is recognised in the Statement of Comprehensive Income for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows, which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units).
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Management rights | ||
| Opening balance at the beginning of the year | 291,078 | 242,100 |
| Acquisition of management rights | - | 42,000 |
| Amortisation charge | (330) | (331) |
| Reversal of previous impairment of management rights | - | 7,309 |
| Closing balance at the end of the year | 290,748 | 291,078 |
| Cost | 294,382 | 294,382 |
| Accumulated amortisation | (3,634) | (3,304) |
| Total management rights | 290,748 | 291,078 |
| Goodwill | ||
| Opening balance at the beginning of the year | 1,508 | 1,607 |
| Impairment | (99) | (99) |
| Closing balance at the end of the year | 1,409 | 1,508 |
| Cost | 2,998 | 2,998 |
| Accumulated impairment | (1,589) | (1,490) |
| Total goodwill | 1,409 | 1,508 |
| Total non-current assets - intangible assets | 292,157 | 292,586 |
Intangible assets (continued)
During the current year, management carried out a review of the recoverable amount of its management rights. There was no change in the carrying value of the management rights in the current year. In the prior year there was a recognition of a reversal of previous impairments of \$7,309,000 in the Statement of Comprehensive Income.
The value in use has been determined using Board approved long-term forecasts in a five year discounted cash flow model. Forecasts were based on projected returns of the business in light of current market conditions. The performance in year five has been used as a terminal value.
Key assumptions: value in use of management rights
Judgement is required in determining the following key assumptions used to calculate the value in use:
- Terminal capitalisation rate range between 10.0% 16.7% (2014: 12.5% 16.7%) was used incorporating an appropriate risk premium for a management business.
- Cash flows have been discounted at 9.0% (2014: 9.5%) based on externally published weighted average cost of capital for an appropriate peer group plus an appropriate premium for risk. A 1.0% (2014: 1.0%) decrease in the discount rate would increase the valuation by \$17.1 million (2014: \$18.7 million).
Note 19
Available-for-sale financial assets
Available-for-sale financial assets comprise DXS securities acquired on-market in order to fulfil the future requirements of the security-based payments plans.
They are included in non-current assets except for those securities that will be used to fulfil security based payment plans that vest within 12 months, which are classified as current assets. Changes in fair value arising on valuation of investments are recognised in other comprehensive income net of tax, in a separate reserve in equity. Amounts are reclassified to profit or loss when the associated assets are sold, transferred or impaired.
Audit, taxation and transaction services fees
During the year, the Auditor and its related practices earned the following remuneration:
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| Audit fees | ||
| PwC Australia - audit and review of Financial Statements | 250,159 | 189,353 |
| PwC fees paid in relation to outgoings audits | 20,600 | 4,500 |
| PwC Australia - regulatory audit and compliance services | 198,690 | 192,078 |
| Audit fees paid to PwC | 469,449 | 385,931 |
| Taxation fees | ||
| Fees paid to PwC Australia | 125,470 | 5,000 |
| Taxation fees paid to PwC | 125,470 | 5,000 |
| Total audit and taxation fees paid to PwC | 594,919 | 390,931 |
Note 21
Reconciliation of net profit to net cash flows from operating activities
(a) Reconciliation
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Net profit/(loss) for the year | 68,894 | 31,884 |
| Capitalised interest | (1,976) | (6,125) |
| Depreciation and amortisation | 2,808 | 2,315 |
| Impairment of goodwill | 99 | 99 |
| Net fair value (gain)/loss of investment properties | (10,807) | (11,201) |
| Net (gain)/loss on sale of investment properties | 727 | (775) |
| Lease incentives | (5,110) | (2,811) |
| Reversal of previous impairment of management rights | - | (7,309) |
| Distribution revenue | (480) | (305) |
| Change in operating assets and liabilities | ||
| (Increase)/decrease in receivables | 2,698 | (10,171) |
| (Increase)/decrease in inventories | 87,058 | (63,367) |
| (Increase)/decrease in other current assets | (941) | (801) |
| (Increase)/decrease in other non-current assets | (124) | - |
| Increase/(decrease) in payables | 12,116 | 3,137 |
| Increase/(decrease) in current liabilities | 2,840 | 1,577 |
| Increase/(decrease) in other non-current liabilities | 30,100 | 31,096 |
| (Increase)/decrease in deferred tax assets | 25,036 | 3,578 |
| (Increase)/decrease in deferred tax liabilities | 3,539 | 8,312 |
| Net cash inflow/(outflow) from operating activities | 216,477 | (20,867) |
Security-based payments
The DXFM Board has approved a grant of performance rights to DXS stapled securities to eligible participants. Awards, via the 2012 Transitional Performance Rights Plan, Deferred Short Term Incentive Plans (DSTI) and Long Term Incentive Plans (LTI), will be in the form of performance rights awarded to eligible participants which convert to DXS stapled securities for nil consideration subject to satisfying specific service and performance conditions.
For each Plan, the eligible participants will be granted performance rights, based on performance against agreed key performance indicators, as a percentage of their remuneration mix. Participants must remain in employment for the vesting period in order for the performance rights to vest. Non-market vesting conditions, including Funds from Operations (FFO), Return on Equity (ROE) and employment status at vesting, are included in assumptions about the number of performance rights that are expected to vest. When performance rights vest, the Trust will arrange for the allocation and delivery of the appropriate number of securities to the participant.
The fair value of performance rights granted is recognised as an employee benefit expense with a corresponding increase in the security-based payments reserve in equity. The total amount to be expensed is determined by reference to the fair value of the performance rights granted.
Key assumptions: fair value of performance rights granted
Judgement is required in determining the fair value of performance rights granted. In accordance with AASB 2 Share-based Payments, fair value is determined independently using Black-Scholes and Monte Carlo pricing models with reference to :
- the expected life of the rights;
- the security price at grant date;
- the expected price volatility of the underlying security;
- the expected distribution yield; and
- the risk free interest rate for the term of the rights and expected total security-holder returns (where applicable).
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the Trust revises its estimates of the number of performance rights that are expected to vest based on the non-market vesting conditions. The impact of the revised estimates, if any, is recognised in profit or loss with a corresponding adjustment to equity.
(a) 2012 Transitional Performance Rights Plan
Subject to satisfying employment service conditions, the award has vested over a four year period ending 30 June 2015. No performance rights were granted in respect of the year ended 30 June 2015 (2014: nil).The total security-based payment expense recognised during the year ended 30 June 2015 was \$435,970 (2014: \$547,595).
(b) Deferred Short Term Incentive Plan
25% of any award under the Short Term Incentive Plan (STI) for certain participants will be deferred and awarded in the form of performance rights to DXS securities.
50% of the performance rights awards will vest one year after grant and 50% of the awards will vest two years after grant, subject to participants satisfying employment service conditions. In accordance with AASB 2 Share-based Payments, the year of employment in which participants become eligible for the DSTI, the year preceding the grant, is included in the vesting period over which the fair value of the performance rights is amortised. Consequently, 50% of the fair value of the performance rights is amortised over two years and 50% of the award is amortised over three years.
The number of performance rights granted in respect of the year ended 30 June 2015 was 356,412 (2014: 374,4481 ) and the fair value of these performance rights is \$7.30 (2014: \$6.661 ) per performance right. The total securitybased payment expense recognised during the year ended 30 June 2015 was \$2,230,210 (2014: \$1,896,231).
1 Restated to reflect the one-for-six security consolidation.
Security-based payments (continued)
(c) Long Term Incentive Plan
50% of the awards will vest three years after grant and 50% of the awards will vest four years after grant, subject to participants satisfying employment service conditions and performance hurdles. In accordance with AASB 2 Share-based Payments, the year of employment in which participants become eligible for the LTI, the year preceding the grant, is included in the vesting period over which the fair value of the performance rights is amortised. Consequently, 50% of the fair value of the performance rights is amortised over four years and 50% of the award is amortised over five years.
The number of performance rights granted in respect of the year ended 30 June 2015 was 533,328 (2014: 473,3751 ). The fair value of these performance rights is \$5.43 (2014: \$4.981 ) per performance right. The total security-based payment expense recognised during the year ended 30 June 2015 was \$1,550,694 (2014: \$808,565).
Note 23
Related parties
Responsible Entity and Investment Manager
DXH is the parent entity of DXFM, the Responsible Entity of DDF, DIT, DOT and DXO, the trustee of DOTA and the investment manager of DITA.
DXH is the parent entity of DWPL, the Responsible Entity for DWPF.
DXH is the parent entity of DWML, the trustee of DITA.
DXH is the investment manager of DOTA.
Management fees
Under the terms of the Constitutions of the entities within the Trust, the Responsible Entity and Investment Manager are entitled to receive fees in relation to the management of the Trust. DXFM's parent entity, DXH, is entitled to be reimbursed for administration expenses incurred on behalf of the Trust. DEXUS Property Services Pty Limited (DXPS), a wholly owned subsidiary of DXH, is entitled to property management fees from the Trust.
Related party transactions
Responsible entity fees in relation to DXS assets are on a cost recovery basis. DXPS has a contractual agreement to pay rent on one component of an investment property owned by DEXUS Office Trust (DOT). The agreement is conducted on normal commercial terms and conditions. Agreements with third party funds are conducted under normal commercial terms and conditions.
DEXUS Funds Management Limited and its related entities
There were a number of transactions and balances between the Trust and the Responsible Entity and its related entities as detailed below:
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| Transactions with DEXUS Diversified Trust | ||
| Responsible Entity fee income | 4,819,380 | 4,956,471 |
| Property management fee income | 4,595,419 | 4,798,073 |
| Purchase of investment properties | 30,400,000 | 85,172,889 |
| Responsible Entity fees receivable at the end of each reporting period (included above) |
402,194 | 1,067,071 |
| Property management fees receivable at the end of each reporting period (included | ||
| above) | 2,250,332 | 1,390,130 |
| Rent paid | 23,271 | 145,814 |
| 1 |
Restated to reflect the one-for-six security consolidation.
Related parties (continued)
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| Transactions with DEXUS Industrial Trust | ||
| Responsible Entity fee income | 2,229,262 | 2,566,201 |
| Property management fee income | 1,710,226 | 1,902,373 |
| Purchase of investment properties | - | 93,404,272 |
| Responsible Entity fees receivable at the end of each reporting period (included above) | 184,866 | 585,838 |
| Property management fees receivable at the end of each reporting period (included above) | 1,174,176 | 772,935 |
| Transactions with DEXUS Office Trust | ||
| Responsible Entity fee income | 13,483,677 | 12,960,239 |
| Property management fee income | 12,286,117 | 11,066,146 |
| Responsible Entity fees receivable at the end of each reporting period (included above) | 1,134,334 | 4,995,108 |
| Property management fees receivable at the end of each reporting period (included | ||
| above) | 4,474,715 | 2,293,308 |
| Rent paid | 1,025,976 | 845,025 |
| Transactions with DEXUS Finance Pty Limited | ||
| Management fee revenue | 1,078,120 | 1,084,131 |
| Interest bearing loan receivable at the end of each reporting period | 650,200,633 | 668,052,043 |
| Transactions with DEXUS Wholesale Property Fund | ||
| Responsible Entity fee income | 28,049,813 | 24,114,535 |
| Property management fee income | 12,405,145 | 7,397,251 |
| Property management fees receivable at the end of each reporting period (included | ||
| above) | 1,742,245 | 817,161 |
| Rent paid | 62,692 | 7,246 |
| Transactions with Bent Street Trust | ||
| Property management fee income | 434,330 | 334,706 |
| Transactions with Kent Street Joint Venture | ||
| Asset management fee income | 590,250 | 573,938 |
| Property management fee income | 433,905 | 440,803 |
| Transactions with DEXUS Office Trust Australia | ||
| Asset management fee income | 9,840,422 | 2,330,849 |
| Property management fee income | 13,731,521 | 1,669,642 |
| Responsible Entity fees receivable at the end of each reporting period (included above) | 2,493,892 | 2,557,818 |
| Property management fees receivable at the end of each reporting period (included above) |
2,775,758 | 873,676 |
| Rent paid | 1,235,319 | - |
| Transactions with DEXUS Industrial Trust Australia | ||
| Responsible Entity fee income | 373,973 | - |
| Property management fee income | 989,794 | - |
| Responsible Entity fees receivable at the end of each reporting period (included above) Property management fees receivable at the end of each reporting period (included |
99,611 | - |
| above) | 13,481 | - |
Related parties (continued)
Entities within DXS
Aggregate amounts included in the determination of profit that resulted from transactions with each class of other related parties:
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| Interest expense | 32,841,993 | 35,863,570 |
Directors
The following persons were Directors of DXFM at all times during the year and to the date of this report, unless otherwise stated:
| C T Beare, BSc, BE (Hons), MBA, PhD, FAICD 1,2,3,5,6,7 | |
|---|---|
| -------------------------------------------------------- | -- |
E A Alexander, AM, BComm, FCA, FAICD, FCPA 1,3,8
P Bingham-Hall, BA (Industrial Design), FAICD, SF (Fin) 1,7,9
J C Conde, AO, BSc, BE (Hons), MBA 1,2,6,7
T Dwyer, BJuris (Hons), LLB (Hons) 1,2,4,8,9
C D Mitchell, BComm, MBA (Exec), FCPA , HBS (AMP)
W R Sheppard, BEc (Hons) 1,3,5,6,8,9
D J Steinberg, BEc, FRICS, FAPI
P B St George, CA(SA), MBA 1,5,8,9
1 Independent Director.
- 2 Board Nomination, Remuneration & Governance Committee Member until 31 August 2014.
- 3 Board Audit, Risk & Sustainability Committee Member until 31 August 2014.
- 4 Board Compliance Committee Member until 31 August 2014.
- 5 Board Finance Committee Member until 31 August 2014.
- 6 Board Nomination Committee Member from 1 September 2014.
- 7 Board People & Remuneration Committee Member from 1 September 2014.
- 8 Board Audit Committee Member from 1 September 2014.
- 9 Board Risk Committee Member from 1 September 2014.
Other key management personnel
In addition to the Directors listed above, the following persons were deemed by the Board Nomination Committee to be key management personnel during all or part of the financial year:
| Name | Title |
|---|---|
| Ross Du Vernet | Executive General Manager, Strategy, Transactions & Research |
| Kevin George | Executive General Manager, Office & Industrial |
Related parties (continued)
Key management personnel compensation
| 2015 | 2014 | |
|---|---|---|
| \$ | \$ | |
| Compensation | ||
| Short-term employee benefits | 7,453,029 | 7,428,170 |
| Post employment benefits | 219,677 | 189,291 |
| Other long-term benefits | - | 47,700 |
| Security-based payments | 2,595,615 | 1,995,116 |
| 10,268,321 | 9,660,277 |
Equity instrument disclosures relating to key management personnel
The relevant interest in DXS stapled securities held during the financial year by each key management personnel, including their personally related parties, are set out below:
| Opening Balance 1 July 2014 |
One-for-six security consolidation |
Purchases | Performance rights granted |
Other change |
Opening Balance 30 June 2015 |
|
|---|---|---|---|---|---|---|
| Directors | 3,993,960 | (3,328,298) | 8,334 | 394,191 | - | 1,068,187 |
| Other key management personnel | 1,324,458 | (1,103,715) | - | 127,653 | - | 348,396 |
| Total | 5,318,418 | (4,432,013) | 8,334 | 521,844 | - | 1,416,583 |
The DXFM Board has approved a grant of performance rights to DXS stapled securities to eligible participants (refer to note 22).
There were no loans or other transactions with key management personnel or their related parties during the years ended 30 June 2015 and 30 June 2014.
Parent entity disclosures
The financial information for the parent entity, DEXUS Operations Trust has been prepared on the same basis as the consolidated Financial Statements except as set out below:
Distributions received from associates are recognised in the parent entity's Statement of Comprehensive Income, rather than being deducted from the carrying amount of these investments.
Interests held by the parent entity in controlled entities are measured at fair value through profit and loss to reduce a measurement or recognition inconsistency.
(a) Summary financial information
The individual Financial Statements for the parent entity show the following aggregate amounts:
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Total current assets | 126,398 | 55,147 |
| Total assets | 769,517 | 400,669 |
| Total current liabilities | 446,098 | 68,419 |
| Total liabilities | 595,417 | 253,797 |
| Equity | ||
| Contributed equity | 238,829 | 222,086 |
| Retained profits | (64,729) | (75,214) |
| Total equity | 174,100 | 146,872 |
| Net profit/(loss) for the year | 10,484 | 21,145 |
| Total comprehensive income/(loss) for the year | 10,484 | 21,145 |
(b) Investments in controlled entities
The parent entity has the following investments:
| Ownership interest | |||
|---|---|---|---|
| 2015 | 2014 | ||
| Name of entity | Principal activity | % | % |
| Barrack Street Trust | Office property investment | 100.0 | 100.0 |
| DEXUS Holdings Pty Limited | Management services | 100.0 | 100.0 |
| DEXUS Projects Pty Limited | Industrial property development | 100.0 | 100.0 |
| DEXUS Office Projects Pty Limited | Office property development | 100.0 | 100.0 |
| DXO Subtrust No. 1 | Holding Company | 100.0 | 100.0 |
| DEXUS US Holdings Pty Limited | Industrial property investment | 100.0 | 100.0 |
| LBP Holdings Pty Limited | Industrial property development | 100.0 | - |
(c) Guarantees entered into by the parent entity
Refer to note 13 for details of guarantees entered into by the parent entity.
(d) Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2015 (2014: nil).
Parent entity disclosures (continued)
(e) Capital commitments
The following amounts represent capital expenditure of the parent entity on investment properties contracted at the end of the reporting period but not recognised as liabilities payable:
| 2015 | 2014 | |
|---|---|---|
| \$'000 | \$'000 | |
| Investment properties | 4,148 | - |
| Total capital commitments | 4,148 | - |
Note 25
Subsequent events
On 31 July 2015, settlement occurred on the sale of 154 O'Riordan Street, Mascot, NSW for gross proceeds of \$32.0 million.
On 21 July 2015, settlement occurred on the sale of 5-13 Rosebery Avenue and 25-55 Rothschild Avenue, Rosebery, NSW for gross proceeds of \$171.0 million.
Since the end of the year, other than the matters disclosed above, the Directors are not aware of any matter or circumstance not otherwise dealt with in their Directors' 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 periods.

