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GOODMAN GROUP Interim / Quarterly Report 2005

Feb 10, 2005

64998_rns_2005-02-10_1e784116-a0f1-47cf-8bbd-82bfe417f0f8.pdf

Interim / Quarterly Report

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ASX Release - Macquarie Goodman Group ("Macquarie Goodman") ASX Appendix 4D

MGM and MGI report final stand-alone results for the half year

Date: 11 February 2005 Release: Immediate

Macquarie Goodman is pleased to announce the results for the half year ended 31 December 2004 for Macquarie Goodman Industrial Trust ("MGI") and Macquarie Goodman Management Limited ("MGM") on a stand-alone basis in accordance with ASX Listing Rule 4.2A.

The attached ASX Appendices 4D for MGI and MGM have been reviewed by KPMG. We detail below the "Results for announcement to the market" for the half year ended 31 December 2004 for both MGI and MGM. This release and the respective ASX Appendix 4D should be read in conjunction with the Annual Report 2004 for either MGM or MGI.

Chief Executive Officer, Gregory Goodman, said "Over the six months to 31 December 2004, we continued to deliver our objective of generating solid returns for our investors, with a one year total return of 50.9% per annum to MGI Unitholders and a one year total return of 47.4% to MGM Shareholders to 31 December 2004."

The half year produced strong underlying operational performances from all divisions, being core investments, funds management, development management and property services.

Importantly, the major corporate initiative during the period being the merger of MGI and MGM was approved by MGI Unitholders and MGM Shareholders on 25 January 2005 and by the Supreme Court of NSW on 31 January 2005.

The key financial summary for MGI compared to the previous period is:

  • $\sim$ gross property income up 24.3% from \$152.5 million to \$189.6 million;
  • net profit up 57.1% from \$70.7 million to \$111.1 million;
  • distribution up 3.7% from 6.70 cents per unit to 6.95 cents per unit;
  • total assets up 6.0% from \$4.1 billion to \$4.3 billion;
  • unit price up $41.1\%$ from \$1.68 to \$2.37 per unit; and
  • net tangible assets up 2.1% from \$1.40 to \$1.43 per unit.

Fund Manager, Nick Kurtis, said, "The team has maintained its focus on the key drivers of the business in order to deliver these impressive results to MGI Unitholders, throughout a period of important structural change for the group."

Macquarie Goodman Group Macquarie Goodman Management Limited ABN 69 000 123 071 Macquarie Goodman Funds Management Limited ABN 48 067 796 641

Level 10, 60 Castlereagh Street Sydney NSW 2000 GPO Box 4703 Sydney NSW 2001

The key financial summary for MGM compared to the previous period is:

  • revenue up 45.9% from \$26.7 million to \$39.0 million(1);
  • profit after tax up 45.6% from \$11.0 million to \$16.1 million(1); ٠
  • basic earnings per share up 37.8% from 4.23 cents to 5.83 cents(1);
  • interim dividend up 28.6% from 3.5 cents to 4.5 cents per share:
  • total assets up 21.6% from \$241.8 million to \$294.2 million;
  • share price up 14.2% from \$3.59 to \$4.10 per share; and
  • market capitalisation up 15.9% from \$980.8 million to \$1.1 billion.
  • {¶} Before Performance Fee for the period ended 31 December 2003.

The significant achievements and activities for the half year are detailed below:

Conporate Transactions

Creation of the Macquarie Goodman Group

In October 2004, the Directors of MGM and the Independent Directors of MGF announced a proposal to merge MGM and MGI to become the Macquarie Goodman Group. Approval of the merger was received by MGI Unitholders and MGM Shareholders on 25 January 2005 and by the Supreme Court of NSW on 31 January 2005, with implementation taking place on 9 February 2005.

On 2 February 2005, the newly merged Macquarie Goodman Group commenced trading on ASX on a deferred settlement basis with normal trading to commence on 16 February 2005, under the ASX code "MGQ".

Macquarie Goodman Group combines the business activities of MGI and MGM to create an internally managed, vertically integrated industrial property group. Its operations encompass industrial property ownership, funds management, property development, project and development management and property services.

Based on yesterday's closing price, Macquarie Goodman Group has a market capitalisation of approximately \$5.2 billion, making it the largest industrial property group listed on ASX, the fourth-largest listed property group in the S&P/ASX 200 Property Index and one of the largest listed industrial property groups globally.

It has funds under management of more than \$5.9 billion in Australia, New Zealand and Singapore, managed by a dedicated team of over 190 property professionals. Its direct property investment portfolio is valued at approximately \$4.2 billion in Australia and New Zealand.

Macquarie Goodman Management Limited ABN 69 000 123 071 Macquarie Goodman Funds Management Limited ABN 48 067 796 641

Level 10, 60 Castlereagh Street Sydney NSW 2000 GPO Box 4703 Sydney NSW 2001

The merger has presented the following key benefits:

  • fully aligned the interests of MGI Unitholders and MGM Shareholders;
  • positioned the group to expand and enhance opportunities in Australia, New ٠ Zealand and Asia:
  • forecast strong earnings growth without a significant increase in risk:
  • improved access to capital and lower cost of capital; and
  • increased index weighting and liquidity.

The newly merged group has brought together MGI's high quality investment portfolio and MGM's proven management skills to create a fully integrated industrial property group.

Mr Goodman, said, "The significant level of support we received from both retail and institutional investors augurs well for the future of the group. We look forward to continuing our successful track record with the Macquarie Goodman Group."

Investment Portfolio

MGI's underlying core property portfolio performed solidly over the past six months with the following results achieved:

  • weighted average lease term maintained at 5.1 years;
  • occupancy rate maintained at 98%; ۰
  • 175,929 sqm of existing space leased;
  • customer retention rate of 82%; and
  • increase in total net annual rental as a result of new leases of 3.4%.

The outstanding operational performance of the underlying portfolio highlights its high quality nature coupled with the ongoing strength displayed by the key industrial markets in which it is invested. The

Mr Kurtis commented, "Our Customer Service Model continues to be fundamental to the success of our business. Under this Model, we have enhanced our existing property partnerships and introduced many new customers to the portfolio. In turn, we have been able to deliver a total return to MGI Unitholders over the past year of 50.9%."

Funds Management :

In what has been an active half year, MGM's funds management division has produced revenue of \$10.8 million, primarily driven by the continued growth in the Australian operations with MGI's total assets now totalling \$4.3 billion.

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The expansion of Ascendas Real Estate Investment Trust in Singapore, with total assets now reaching approximately \$1.3 billion, contributed \$1.7 million to MGM's profit.

Macquarie Goodman Management Limited ABN 69 000 123 071 Macquarie Goodman Funds Management Limited ABN 48 067 796 641

Level 10, 60 Castlereagh Street Sydney NSW 2000 GPO Box 4703 Sydney NSW 2001

$\frac{1}{2} \frac{1}{2}$

The New Zealand listed Macquarie Goodman Property Trust ("MGP") continues its repositioning focus towards business space assets and expanding its existing customer relationships across the Auckland market.

Mr Goodman said, "Our managed funds have performed above expectation, with strong portfolio management leading the way for solid returns to the respective investor aroups."

Property Services

Property services delivered revenue of \$9.3 million to MGM over the period, which was driven by the leasing of 175,929 sqm of existing space as well as the following key transactions:

MGI Secures Remaining Interest in Former Colonial Portfolio

In October 2004, MGI consolidated its holding in the former Colonial First State Industrial Property Trust with the acquisition of the remaining 25% minority interest held by Ascendas (Australia) Pte Limited for \$28.3 million (excluding acquisition costs), together with an additional \$102.5 million of vendor debt funding.

Since acquisition of Colonial First State Industrial Property Trust in April 2003, we have enhanced the total occupancy rate from 92% to 96% and the weighted average lease term from 3.0 to 3.7 years.

Portfolio Additions

During the period, MGI acquired or settled interests in an additional 14 properties valued at approximately \$223.9 million (refer to Annexure 1). The new additions have either replenished our development pipeline or increased the quality of MGI's existing portfolio in several key markets.

Divestments

During the half year, we continued the rationalisation of the core portfolio, completing the sale of six properties, which realised sale proceeds of \$73.4 million (refer to Annexure 1). The Annexure

As part of these divestments, we transacted a 50% share of two recently completed developments at The Gate Industry Park, Penrose, Auckland to MGP for \$6.4 million.

Revaluations

The revaluation of 67 properties during the period has led to an overall increase of \$31.3 million. -

Macquarie Goodman Management Limited ABN 69 000 123 071 Macquarie Goodman Funds Management Limited ABN 48 067 796 641

Level 10, 60 Castlereagh Street Sydney NSW 2000 GPO Box 4703 Sydney NSW 2001

Development Management

MGM's development management division contributed revenue of \$14.3 million during the period as a result of space either completed or committed within the portfolio.

We continued the roll out of our extensive development pipeline during the period with 120,400 sqm of completed space and 207,700 sqm of committed space, delivered to new and existing customers. (Refer to Annexures 2, 3 and 4 for completed developments, commenced developments and the development pipeline respectively).

Head of Developments, David van Aanholt, said, "Our development pipeline is designed to accommodate the growth requirements of new and existing customers. Once again, this strategy has enhanced Unitholder returns and added approximately \$140.9 million worth of brand new investment grade property to the portfolio with a further \$202.0 million committed during the period."

He added, "Our development pipeline has allowed us to differentiate ourselves from our competitors and our track record now speaks for itself. The challenge going forward for the group will be to replenish our land banks so that we can continue our successful model into the future."

Update on M7 Business Hub

Representing approximately one third of our development pipeline by area, M7 Business Hub is the single largest development project undertaken by Macquarie Goodman to date. In conjunction with our joint venture partner Brickworks Limited, we are pleased to announce the successful pre-sale of 75% of the first land release.

Comprising 32 hectares of land, we have pre-sold \$70 million worth of land to date and are well on the way to achieving our financial targets. Coca-Cola Amatil recently acquired the largest parcel of land in the stage one land release with plans to create its new logistics base for NSW. $\zeta_1 \to \zeta_2$ . $\zeta_3$ $\mathcal{O}(\mathcal{O}_{\mathbb{Z}_p}(\mathcal{H}^{\mathbb{Z}_p}))$ $\mathcal{F}(\mathcal{G})$ , $\mathcal{F}(\mathcal{G})$ , $\mathcal{H}$

Mr van Aanholt said, "The demand for M7 Business Hub has been overwhelming and clearly demonstrates the need for well located industrial land in Sydney's west. Coca-Cola Amatil will create its logistics base for NSW at M7 Business Hub as the site was a logical choice given the excellent access to infrastructure." $\tau_{\rm c}$ , $\tau_{\rm c}$ , $m_{\tilde{u}_{\rm c}}$

Capital Management

MGI's underlying gearing has increased from 33.1% to 38.3% over the past six months, enabling us to progress the development pipeline and facilitate the acquisition of new assets. The current gearing level is consistent with our long-term target range of 35% to 40%. $\sim$

Macquarie Goodman Management Limited ABN 69 000 123 071 Macquarie Goodman Funds Management Limited ABN 48 067 796 641

Level 10, 60 Castlereagh Street Sydney NSW 2000 GPO Box 4703 Sydney NSW 2001

The following new equity financing was implemented during the period:

  • in August 2004, we raised \$30.7 million via a Unit Purchase Plan ("UPP"), issuing 18.7 million new units at \$1.64 per unit; and
  • in August and November 2004, we raised \$85.9 million through the Distribution Reinvestment Plan ("DRP"), issuing 50.6 million new units at \$1.65 and \$1.78 per unit respectively.

Mr Kurtis commented, "Both the UPP and DRPs have provided Unitholders with the opportunity to expand their holdings at a discount to the market price. The high level of participation is evidence that our Unitholders believe in our strategy going forward."

MGM's finance facilities were increased from \$79.1 million to \$97.5 million to fund our participation in the equity raising of A-REIT.

Outlook for 2005

The merger has facilitated an increase in distributions, with a forecast of 25.9 cents per stapled security on an annualised basis for the year ending 30 June 2005 to MGQ Securityholders.

Mr Goodman commented, "We will continue to employ our unique and proven Customer Service Model to deliver complete property solutions to our customers, which will lay the platform for our future success. We will also expand our external funds management model in Australia, New Zealand and Asia with the pursuit of brand new listed property trusts and wholesale funds."

"As a group, we are excited by the opportunities presented by merging MGI and MGM and we have a positive outlook for 2005. While the fundamentals of industrial property have not changed, the opportunities presented to us as a group have broadened," Mr Goodman concluded.

For further information, please contact Macquarie Goodman:

Mr Gregory Goodman Chief Executive Officer Tel:

Ms Jayne Gerrie Corporate Communications Manager. Tel: (61 2) 9230 7400

Macquarie Goodman Management Limited ABN 69 000 123 071 Macquarie Goodman Funds Management Limited ABN 48 067 796 641

Level 10, 60 Castlereagh Street Sydney NSW 2000 GPO Box 4703 Sydney NSW 2001

Annexure 1 Macquarie Goodman

Portfolio Additions and Divestments

п

Additions
Investment Properties Date of Purchase Major Customers
Acquisition Price
(5M)
Remaining 25% interest in former Colonial First State Industrial Oct 04 130.3 $\overline{a}$
Property Trust portfolio
HP House, Auckland Sep 04 11.4 Hewlett-Packard NZ
HSBC Centre, Albany, Auckland Nov 04 10.2 HSBC, Solution 6
Botany Grove Business Park, Stage 4, Botany, NSW Dec 04 4.8 Vacant
Sheffield Distribution Centre, Stage 2, Welshpool, WA Jul 04 3.9 Orica
Wodonga Distribution Centre, Baranduda, Vic Jul 04 3.0 Recall
Development Properties Date of Purchase Major Customers
Acquisition Price
(SM)
Regal Business Park, Rowville, Vic Dec 04 35.3 Blue circle, Diamond Key
Millennium Centre, Phase 2, Greenlane, Auckland (3) 51.5 Uncommitted
Acacia Link Industrial Estate, Acacia Ridge, Qld Nov 04 16.7 AUSDOC
McLaren Industrial Estate, North Rocks, NSW Dec 04 29.5 Unilever
Westney Distribution Centre, Mangere, Auckland (2) (2) Linfox
Forrester Distribution Centre, Stage 2, St Marys, NSW Jul 04 6.0 Vacant Land
Centenary Distribution Centre, Stage 2, Moorebank, NSW Jul 04 18.5 Fowles Auctions
Highbrook Business Park, East Tamaki, Auckland Nov 04 29.8 Vacant Land
Warringah Corporate Centre, Stage 2, Frenchs Forest, NSW Dec 04 3.3 Vacant Land
Divestments
Property Date of Sale Price Major Customers
Disposal (5M)
Forsyth Distribution Centre, Hoppers Crossing, Vic. (3) 41.0 Coles
Hume Distribution Centre, Chullora, NSW Dec 04 19.0 Edwards Dunlop
The Gate Industry Park, Penrose, Auckland (Recall Facility) Dec 04 3.8 Recall
The Gate Industry Park, Penrose, Auckland (Norman Ellison Facility) Dec 04 2.6 Norman Ellison
Part Wedgewood Business Park, Hallam, Vic Nov 04 $\overline{2.3}$ Rumortex
Part Wedgewood Business Park, Hallam, Vic (3) 2.2 Al-ko
Burnie Distribution Centre, Burnie, Wivenhoe, Tas Nov 04 1.9 Toll
Chase Business Park, Chatswood, NSW(3) (3) 0.6 Special Lights
(5) Exchanged but not settled.
(2) Ground Lease.
(3) Sale of one unit in multi-unit estate.

Annexure 2 Macquarie Goodman

Completed Developments

Property Stage Customer Lettable Area
(sqm)
Lease Term
(years)
Yield on Total
Development
Costs
Total
Development
Costs (Est End
Value)
Practical
Completion
NSW
Campus Business Park, Homebush Heritage Ateco 2,096 5 8.0% \$6.3] Sep 04
A1 Nissan 6,128 10 8.0% \$9.2 Sep 04
A2 and A3 Inchcape Motors/Barbecues Galore 10,164 6 8.0% \$17.7 Oct 04
Café Uncommitted 307 \$1.3 Sep 04
E Fujitsu/Exel/Uncommitted (690 sqm) 12,672 3 8.5% \$17.2 Oct 04
Homebush Corporate Park, Homebush Rural Fire Service 5,800 10 9.4% \$23.4 Sep 04
37,167 8.5% \$75.0
Vic
Chifley Business Park, Mentone 5B Storpak (Expansion) 5,200 10 9.2% \$3.4 Dec 04
Clayton Business Park, Clayton Colorific 3,500 8 9.4% \$3.4 Aug 04
Northgate Distribution Centre, Somerton 1B SCA Hygiene 13,900 $\overline{c}$ 10.1% \$9.8 Dec 04
2A Nylex 14,500 10 8.1% \$9.8 Sep 04
37,100 9.2% \$26.1
Qld
Crestmead Distribution Centre, Crestmead Metcash 36,150 15 8.3% \$28.8] Nov 04
Auckland
The Gate Industry Park, Penrose B1 Recall 5,200 15 10.0% \$6.6] Dec 04
D2 Norman Ellison 4,800 9 9.7% \$4.4 Dec 04
10,000 10.1% \$11.0
Total 120,417 8.7% \$140.9

Annexure 3 Macquarie Goodman

Committed Developments

Property Stage Customer Lettable Area Lease Term Net Rent Initial Yield Estimated End
(sqm) (years) Value
NSW
Airgate Business Park, Mascot Site 2 Uncommitted 4,645 \$6.9
Campus Business Park, Homebush A2 & A3 Inchcape Motors/Barbecues Galore (3) 10.164 6 \$1.4 8.0%
Е Fujitsu/Exel/Uncommitted (690 sqm) (3) 11.660 3 \$1.5 8.5%
Erskine Park Industrial Estate, Erskine Park $\overline{2}$ Hasbro 9,200 10 \$0.9 8.5% \$10.6
3 TNT Logistics 27,700 5 \$2.5 8.2% \$30.6
GreystanesPark, Prospect 18 Recall (Stages 1 and 2) 20.074 15 \$3.3 8.8% \$37.1
Mfive Industry Park, Moorebank 3B(2) Daikin Australia 4,227 $\overline{2}$ \$0.4 8.1% \$5.5
4A Salmat 15,000 15 \$1.7 8.1% \$20.9
Subtotal (1) 102,670 \$11.6] 8.3% \$111.7
Vic
Angliss Distribution Centre, Laverton North 182 Fastline International 24,578 12 \$1.4 8.1% \$17.2
Chifley Business Park, Mentone 2B Uncommitted (Café) 458 \$1.0
4A1 Swing Gifts 3,621 10 \$0.3 9.1% \$2.3
4A2 Southcott Hydraulics and Control Systems 1.184 7 \$0.1 10.5% \$1.0
4A3 Hutchison 3G 4.720 3 \$0.4 9.3% \$3.3
4A4 Acushnet 3.440 5.3 \$0.3 12.2% \$2.3
Northgate Distribution Centre, Somerton 1B SCA Hygiene (3) 13.900 $\overline{2}$ \$1.0 10.1%
Subtotal 51,901 \$3.4 9.4% \$27.1
Qid
Acacia Link Industrial Estate, Acacia Ridge AUSDOC 9.859 12 \$0.9 8.4% \$10.6
Queensport Quays Business Park, Murarrie 12 NHP 4,700 10 \$0.5 8.3% \$5.4
Queensport Quays Business Park, Murarrie 13 Linfox Armaguard 3,000 10 \$0.7 8.3% \$8.4
Subtotal 17,559 \$2.0 8.3% \$24.4
Auckland
Central Park Corporate Centre, Greenlane Building 8 Uncommitted 6,300 $\overline{\phantom{a}}$ \$15.0
Highbrook Business Park, East Tamaki Exel 23.414 5 \$1.6 8.7% \$19.0
Highbrook Business Park, East Tamaki 1 Exel 5,860 1 \$0.4 8.7% \$4.8
Subtotal (1)(2) 35,574 \$2.1 8.7% \$38.8
Total 207.704 \$202.0
$\frac{\langle i \rangle}{\langle j \rangle}$ Averence initial viable to color details and the correction of $\alpha$

Average initial yield is calculated as net of uncommitted developments

$^{25}$ NZ conversion is calculated at \$NZ1.0835: \$AUD1.0.

Developments completed during the half year.

Annexure 4 Macquarie Goodman

Development Pipeline

Property Total Developable
Site Area
Committed Site
Area (sqm)
Committed Site
Агеа
Uncommitted Site
Area
(sqm) (sqm)
NSW
Sydney South
Airgate Business Park, Mascot 75,500 55,500 74% 20,000
Kingsford Smith Industrial Estate, Alexandria 39,778 0% 39,778
115,278 55,500 48% 59,778
Sydney West
Campus Business Park, Homebush 111,580 84,577 76% 27,003
Homebush Corporate Park, Homebush 122,760 7,300 6% 115,460
Lidcombe Business Park, Lidcombe 65,541 65,541 100%
McLaren Industrial Estate, North Rocks 101,284 30,505 30% 70,779
401,165 187,923 47% 213,242
Sydney Outer West
Centenary Distribution Centre, Moorebank 32,900 32,900
Cumberland Industrial Estate, Smithfield 75,010 75,010 100%
Erskine Park Industrial Estate, Erskine Park 192,000 148,000 77% 44.000
Forrester Distribution Centre, St Marys 51,180 51,180
GreystanesPark, Prospect 241,600 159,576 66% 82,024
Mfive Industry Park, Moorebank 172,800 137,950 80% 34,850
M7 Business Hub, Eastern Creek 1,050,000 1,050,000
1,815,490 520,536 29% 1,294,954
Sydney North
Pinnacle Office Park, North Ryde 4,900 4,900
The Precinct Corporate Cente, North Ryde 16,240 4,465 27% 11,775
Talavera Corporate Centre, North Ryde 41,325 22,475 54% 18,850
62,465 26,940 43% 35,525
Victoría
Angliss Distribution Centre, Laverton North 103,190
251,060
103,190
208,860
100%
83%
42,200
Chifley Business Park, Mentone
Clayton Business Park, Clayton
24,500 8,000 33% 16,500
Northgate Distribution Centre, Somerton 139,970 100,390 72% 39,580
Regal Business Park, Rowville 143,000 143,000
661,720 420,440 64% 241,280
Qld
Acacia Ridge Business Park, Acacia Ridge 199,500 199,500
Acacia Link Industrial Estate, Acacia Ridge 139,000 40,000 29% 99,000
Crestmead Distribution Centre, Crestmead 182,520 121,520 67% 61,000
Queensport Quays Business Park, Murarrie 82,486 49,146 60% 33,340
603,506 210,666 35% 392.840
Auckland
Central Park Corporate Centre, Greenlane 25,000 7,500 30% 17,500
The Gate Industry Park, Penrose 132,670 92,700 70% 39,970
Highbrook Business Park, East Tamaki 401,250 42,460 11% 358,790
Westney Distribution Centre, Mangere 340,000 72,000 21% 268.000
Millenium Centre, Phase 2, Greenlane 12,794 12,794 100%
Savill Link, Otahuhu 132,787 23,000 17% 109,787
1,044,501 250,454 24% 794,047
Total 4,704,125 1,672,459 36% 3,031,666

MACQUARIE GOODMAN INDUSTRIAL TRUST APPENDIX 4D RESULTS FOR ANNOUNCEMENT TO THE MARKET

The half year financial report has been reviewed by KPMG

Investor Highlights 31 Dec 2004 31 Dec 2003 Change
Gross property income (\$M) 189.6 152.5 24.3%
Other income (\$M) 74.7 49.2 51.8%
Revenue (\$M) 264.3 201.7 31.0%
Net profit from ordinary activities before
Performance Fee (\$M) 119.5 98.4 21.4%
Net profit attributable to Unitholders (\$M) 111.1 70.7 57.1%
Transfer from reserves (\$M)
Distribution to Unitholders (\$M)
4.9
116.0
24.7
95.4
$-80.2%$
21.6%
Basic earnings per unit (after Performance Fee) (¢) 6.67 5.23 27.5%
Diluted earnings per unit (¢) 6.67 5.23 27.5%
Basic earnings per unit (before Performance Fee) (¢). 6.67 6.50 2.6%
Distribution per unit for the quarters ended
- 30 September 3.475 3.325 4.5%
- 31 December
Total distribution per unit $(\phi)$
3.475
6.950
3.375
6.700
3.0%
3.7%
31 Dec 2004 30 Jun 2004 Change
Investment properties 4,168.1 3,855.0 8.1%
Total assets (\$M) 4,333.8 4,087.5 6.0%
Total borrowings (\$M) 1,661.2 1,459.1 13.9%
Total liabilites (\$M) 1,806.7 1,575.9 14.6%
Total equity (\$M) 2,527.1 2,511.6 0.6%
Market capitalisation (\$M) 3,977.7 2,703.1 47.2%
Underlying gearing $(\%)^{(1)}$ 38.3 33.1 15.7%
Net tangible assets per unit $(\$)^{{2}}$ 1.43 1.40 2.1%
Unit price (\$) 2.37 1.68 41.1%
Number of ordinary units on issue (M) 1,678.3 1,609.0 4.3%
Number of Unitholders 22.471 22,466 0.0%
Distribution vield (%) (3) 5.9 8.0 $-26.3%$
Record date for distribution and DRP 31 December 2004 30 June 2004
Distribution date 2 February 2005 9 August 2004
MGI's DRP continues to be in operation during the period.

(1) Underlying gearing sets off cash held at 31 December 2004 of \$1.9 million against borrowings.

(2) Net tangible assets per unit is calculated using net tangible assets excluding outside equity interests.

(3) The distribution yield is calculated by dividing the annualised total distribution per unit by the unit price.

MACQUARIE GOODMAN INDUSTRIAL TRUST AND ITS CONTROLLED ENTITIES

ARSN 091 213 839

FINANCIAL REPORT

FOR THE HALF YEAR ENDED 31 DECEMBER 2004

CONTENTS PAGE
Directors' Report 1
Lead Auditor's Independence Declaration 3
Statements of Financial Performance 4
Statements of Financial Position 5
Statements of Cash Flows 6
Notes to the Financial Statements 7
Directors' Declaration 18
Independent Review Report 19

MACQUARIE GOODMAN INDUSTRIAL TRUST AND ITS CONTROLLED ENTITIES DIRECTORS' REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2004

The Directors of Macquarie Goodman Funds Management Limited ("MGF"), the Responsible Entity for Macquarie Goodman Industrial Trust ("MGI"), present their Directors' Report together with the Financial Report of MGI and its controlled entities ("Consolidated Entity") for the half year ended 31 December 2004 ("period") and the review report thereon.

1. Directors

The Directors of MGF any time during, or since the end of, the period are:

Mr David Clarke, AO (Chairman) Appointed 26 October 2000
Mr Gregory Goodman (Chief Executive Officer) Appointed 17 January 1995
Mr Patrick Allaway (Non-executive Director) Appointed 27 May 2003
Mr John Harkness (Independent Director) Appointed 1 September 2004
Ms Anne Keating (Independent Director) Appointed 6 February 2004
Ms Lynn Wood (Independent Director) Appointed 30 December 2002

2. Distributions

The total distribution paid or declared during the period was 6.95 cents per unit (December 2003: 6.70 cents per unit). Further details of distributions paid or declared during the period are set out in Note 4 to the financial statements.

3. Review of Operations

The performance of the Consolidated Entity, as represented by the results of its operations for the period, was as follows:

Consolidated
31 Dec 04 31 Dec 03
\$M 3M
Gross property income 189.6 152.5
Net profit attributable to Unitholders of MGI 111.1 70.7

The Directors of MGF have received a declaration from the Chief Executive Officer and Chief Financial Officer stating that the financial statements of the Consolidated Entity present a true and fair view, in all material respects, of MGI's financial condition and operational results and are in accordance with relevant accounting standards.

4. Value of Assets

Consolidated
30 Jun 04 31 Dec 04
\$M \$M
4.087.5 4,333.8

The carrying value of the Consolidated Entity's assets is derived using the basis set out in Note 1 to the financial statements.

5. Units on Issue

The movement in units on issue in MGI during the period is set out below:

Consolidated
31 Dec 04 30 Jun 04
M M
Ordinary units issued during the period 69.3 495.8
Ordinary units on issue 1,678.3 1.609.0

6. Events Subsequent to Balance Date

On 25 January 2005, a meeting of Unitholders and Shareholders of Macquarie Goodman Management Limited ("MGM") voted in favour of the merger of MGI and MGM by way of the stapling of MGI units with MGM shares to form the Macquarie Goodman Group ("MGQ"). Further details on the merger are contained in Note 17 to the financial statements.

7. Lead Auditor's Independence Declaration under Section 307C of the Corporations Act 2001

The lead auditor's independence declaration is set out on page 3 and forms part of the Directors' Report for the period.

8. Rounding

The Consolidated Entity applied the requirements of Australian Securities & Investment's Commission ("ASIC") Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order amounts in the Financial Report and the Directors' Report have been rounded off to the nearest hundred thousand dollars, unless otherwise stated.

The Directors' Report is made in accordance with a resolution of the Directors.

David Clarke, AO Chairman

Sydney, 11 February 2005

ordn

Gregory Goodman Director

Lead Auditor's Independence Declaration under Section 307C of the Corporations Act 2001

To: The directors of Macquarie Goodman Funds Management Limited as Responsible Entity of Macquarie Goodman Industrial Trust

I declare that, to the best of my knowledge and belief, in relation to the review for the half year ended 31 December 2004, there have been:

  • no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 $(1)$ in relation to the review; and
  • no contraventions of any applicable code of professional conduct in relation to the review. $(ii)$

Khuh

KPMG

    1. ftemany

S A Fleming Partner

Sydney 11 February 2005

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STANDARD CONTRACTOR

MACQUARIE GOODMAN INDUSTRIAL TRUST AND ITS CONTROLLED ENTITIES STATEMENT OF FINANCIAL PERFORMANCE FOR THE HALF YEAR ENDED 31 DECEMBER 2004

Consolidated
31 Dec 04 31 Dec 03
Note \$M \$M
Revenue from ordinary activities
Gross property income 189.6 152.5
Proceeds from sale of investment properties 70.5 45.6
Other income 4.2 3.6
Total revenue 264.3 201.7
Carrying value of investment properties sold (62.7) (45.1)
Property expenses (34.2) (23.5)
Borrowing costs 2 (33.5) (25.6)
Management fee (9.4) (7.8)
Merger transaction costs (4.0)
Trust expenses (1.3) (2.9)
(145.1) (104.9)
Share of net profit from associated entity 0.3 1.6
Profit from ordinary activities before Performance Fee 119.5 98.4
Performance Fee 3 (17.2)
Profit from ordinary activities 119.5 81.2
Net profit attributable to outside equity interests (8.4) (10.5)
Net profit attributable to Unitholders 111.1 70.7
Non-owner transaction changes in equity
Net increase in reserves 31.3 15.2
Total changes in equity from non-owner related transactions
attributable to Unitholders 142.4 85.9
Net profit attributable to Unitholders 111.1 70.7
Transfer from reserves 4.9 24.7
Distributions provided for or paid to Unitholders 116.0 95.4
Basic earnings per ordinary unit (after Performance Fee) (¢) 5 6.67 5.23
Diluted earnings per ordinary unit (after Performance Fee) (¢) 5 6.67 5.23
Basic earnings per ordinary unit (before Performance Fee) (¢) 5 6.67 6.50
Distribution per ordinary unit (¢) 4 6.95 6.70

The Statement of Financial Performance is to be read in conjunction with the accompanying Notes.

MACQUARIE GOODMAN INDUSTRIAL TRUST AND ITS CONTROLLED ENTITIES STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2004

Consolidated
31 Dec 04 30 Jun 04
Note \$M \$M
Current assets
Cash assets 1.9 51.4
Receivables 6 84.1 85.8
Other 8.5 16.5
Total current assets 94.5 153.7
Non-current assets
Receivables 6 17.0 57.3
investment properties 7 4,168.1 3,855.0
Investments accounted for using the equity method 14 34.9 6.5
Other 19.3 15.0
Total non-current assets 4,239.3 3,933.8
Total assets 4,333.8 4,087.5
Current liabilities
Deferred income 2.4
Payables 65.7 55.4
Provisions 60.9 60.1
Interest bearing liabilities 8 210.9 219.1
Total current liabilities 339.9 334.6
Non-current liabilities
Deferred income 7.2
Payables 9.3 1.3
Interest bearing liabilities 8 1,450.3 1,240.0
Total non-current liabilities 1,466.8 1.241.3
Total liabilities 1,806.7 1,575.9
Net assets 2,527.1 2,511.6
Equity
Contributed equity 9 2.256.2 2,140.3
Reserves 10 135.6 109.3
Total Parent Equity interests 2,391.8 2,249.6
Outside equity interests 11 135.3 262.0
Total equity 2,527.1 2.511.6

The Statement of Financial Position is to be read in conjunction with the accompanying Notes.

MACQUARIE GOODMAN INDUSTRIAL TRUST AND ITS CONTROLLED ENTITIES STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2004

Consolidated
31 Dec 04 31 Dec 83
\$M \$M
Cash flows from operating activities
Property income received 175.1 146.3
GST collected 16.7 13.1
Property expenses paid (26.9) (19.8)
Trust expenses paid ${2.31}$ (3.0)
Merger transaction costs paid ${4.01}$
Management fee (9.6) (7.8)
GST paid (19.8) (15.5)
Distributions received from associated entities 2.2
interest and other borrowing costs paid (51.7) (38.8)
Interest received 3.6 6.0
Net cash provided by operating activities 81.1 82.7
Cash flows from investing activities
Payments for investment properties and developments (322.3) (212.8)
Payments for investments in controlled entities, net of cash acquired (27.9) (55.2)
Payments for investments in associated entities (8.8)
Proceeds from sale of investment properties 23.2 45.0
Loans (to)/from related parties (1.0)
Loans (to)/from associated entities (5.3)
Net cash used in investing activities (336.8) (228.3)
Cash flows from financing activities
Proceeds from issue of units to Unitholders 56.9 120.4
issue costs paid ${0.8}$ (13.5)
Proceeds from borrowings 240.3 419.6
Repayment of borrowings (30.5) (296.0)
Distributions paid
Unitholders (52.3) (37.9)
RePS Holders ${5.31}$ (5.3)
Other outside equity interests (2.1) (6.2)
Net cash provided by financing activities 206.2 181.1
35.5
Net (decrease)/increase in cash held
Cash at the beginning of the period
(49.5)
51.4
12.4
Cash at the end of the period 1.9 47.9

Non-cash financing and investing activities are included in Note 12 of the financial statements.

The Statement of Cash Flows is to be read in conjunction with the accompanying Notes.

Note 1 Statement of Significant Accounting Policies

(a) Basis of Preparation

The half year Financial Report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standard AASB 1029 "Interim Financial Reporting", the recognition and measurement requirements of applicable Australian Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board, the Corporations Act 2001 and the requirements of MGI's Constitution dated 13 December 1989, as amended. This half year report is to be read in conjunction with the 30 June 2004 Annual Financial Report and any public announcements by MGI during the half year in accordance with continuous disclosure obligations arising under the Corporations Act 2001.

The half year report does not include full Note disclosure of the type normally included in an amual financial report. It has been prepared on the basis of historical costs and, except where stated, does not take into account changing money values or fair values of non-current assets.

The accounting policies adopted are consistently applied by each entity in the Consolidated Entity and are consistent with those applied in the 30 June 2004 Annual Financial Report.

Where necessary, comparative information has been reclassified to achieve consistency in disclosure with current financial period amounts and other disclosures

(b) Revenue Recognition

Rent

Rent is brought to account on an accruals basis and, if not received at balance date, is reflected in the Statement of Financial Position as a receivable or if paid in advance, as rent in advance. Lease incentives are reflected in the Statement of Financial Position as other assets and amortised over the period of the lease

Loan Facilities

Income from the provision of loan facilities including establishment fees, line fees and interest income is recognised over the relevant service period.

Distributions

Distribution revenue is recognised net of any franking credits.

Revenue from distributions from controlled entities is recognised by the parent entity when its declared by the controlled entities.

Revenue from distributions from associates and other investments is recognised when distributions are received.

Distributions received out of pre-acquisition reserves are eliminated against the carrying amount of the investment and not recognised in revenue.

Recoverable Outpoines

Recovery of certain outgoings is accrued on an estimated basis and adjusted when the actual amounts are invoiced to respective customers.

Asset Sales

The gross proceeds of asset sales are included as revenue of the Consolidated Entity when contracts for the sale have been unconditionally exchanged

The gain or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal.

(c) Investment Properties

Investment properties comprise investment interests in land and buildings (including integral plant and equipment) held for the purpose of leasing to produce rental income. Land and buildings (including integral plant and equipment) comprising investment properties are regarded as composite assets and are disclosed as such in the Financial Report.

Where a contract of purchase includes a deferred payment arrangement, the acquisition value is determined as the cash consideration payable in the future, discounted to present value at the date of acquisition

The fair value basis is used to measure the carrying amount of investment properties. An independent valuation of investment properties is obtained at least every three years to use as a basis for measuring the fair value of the properties.

The independent registered valuer determines the market value based on a willing, but not anxious, buyer and seller, a reasonable period to sell the property, and that the property is reasonably exposed to the market. Where an investment property is acquired, the property is carried at cost which includes the costs of acquisition.

At reporting dates occurring between obtaining independent valuations, the Directors review the carrying value of the Consolidated Entity's investment properties to be satisfied that, in their opinion, the carrying value of the investment properties is not materially different to the fair value of the investment properties at that date.

Note 1. Statement of Significant Accounting Policies (continued)

(c) Investment Properties (continued)

Revaluation increments are credited directly to an asset revaluation reserve. Revaluation decrements are taken directly to the asset revaluation reserve to the extent that such decrements are reversing amounts previously credited to that reserve and are still available in that reserve. Revaluation decrements in excess of amounts available in the reserve are charged to the Statement of Financial Performance. Subsequent revaluation increments that recover amounts previously charged to the Statement of Financial Performance are, to that extent. credited to the Statement of Financial Performance.

Disposal of Revalued Assets

The gain or loss on disposal of previously revalued properties is calculated as the difference between the carrying amount of the property at the time of the disposal and the proceeds on disposal and is included in the Statement of Financial Performance in the period of disposal. An related revaluation increment in the asset revaluation reserve at the time of disposal is transferred to the capital profits reserve.

(d) Interest Bearing Liabilities

Bank loans are recognised at their principal amount, subject to set-off arrangements. Interest expense is accrued at the contracted rate and included in the Statement of Financial Position under current "Payables".

Debentures, bills of exchange and Notes payable are recognised when issued at the net proceeds received, with the premium or discount on issue amortised over the period to maturity. Interest expense is recognised on an effective yield basis.

(e) Earnings per Unit

Basic earnings per unit ("EPU") is calculated by dividing net profit after income tax attributable to Unitholders, excluding any costs of servicing equity other than ordinary units, by the weighted average number of ordinary units outstanding during the financial period

Diluted EPU is calculated by dividing the basic EPU earnings, adjusted by the after tax effect of financing costs associated with dilutive potential ordinary units and the effect on revenues and expenses of conversion to ordinary units associated with dilutive potential ordinary units, by the weighted average number of ordinary units and dilutive potential ordinary units.

Note 2. Profit from Ordinary Activities

Consolidated
31 Dec 04 31 Dec 03
\$M SM.
Profit from ordinary activities has been arrived at after
charging the following items:
Borrowing costs
Borrowing costs paid or due and payable. (49.2) (35.9)
Capitalised borrowings costs 15.7 10.3
(33.5) (25.6)

Note 3. Performance Fee

In addition to a Base Fee, MGF, the Responsible Entity for MGI, is entitled to a Performance Fee for the half year ended 31 December 2004 as specified performance hurdles were met. On 25 January 2005, a meeting of Unitholders and Shareholders of MGM voted in favour of the merger of MGI and MGM by way of the stapling of MGI units with MGM shares to form MGQ.

MGF has agreed to waive any Performance Fee for the half year ended 31 December 2004 if the merger was successful. Accordingly the fee has not been recognised at 31 December 2004. The Performance Fee payable for the prior corresponding half year period was \$17.2 million.

Further information on the merger is contained in Note 17 to the financial statements.

Note 4. Distributions Total amount Distribution \$M cpu Distributions paid or proposed: 2004 distributions for the quarters ended: 30 September 2004 3.475 57.7 31 December 2004 3.475 58.3 Total distribution for the period ended 31 December 2004 6,950 116.0 2003 distributions for the quarters ended: 30 September 2003 3.325 45.7 31 December 2003 3.375 49.7 Total distribution for the period ended 31 December 2003 6.700 $95.4$

Total distributions for the period included in provisions at 31 December 2004 is \$58.3 million (June 2004: \$54.3 million)

Earnings per Unit ("EPU")
Note 5.
Consolidated
31 Dec 04 31 Dec 03
cpu CDU
Basic EPU (after Performance Fee) 6.67 5.23
Diluted EPU (after Performance Fee) 6.67 5.23
Basic EPU (before Performance Fee) 6.67 6.50
Weighted average number of ordinary units on issue used in the calculation
of basic and diluted EPU 1,666,385,031 1,353,336,440
Net profit used in calculating the basic and diluted EPU was derived as follows:
Consolidated
31 Dec 04 31 Dec 03
\$M \$M
Net profit from ordinary activities after Performance Fee 119.5 81.2
Outside equity interest (8.4) (10.5)
Basic earnings/(diluted earnings) after Performance Fee 111.1 70.7
Add back Performance fee $\overline{\phantom{0}}$ 17.2
Basic earnings before Performance Fee 111.1 87.9
Note 6.
Receivables
Consolidated
31 Dec 04 30 Jun 04
Current \$M \$M
Trade debtors 5.9 4.4
Rent debtors 11.8 9.1
Other deblors 66.4 20.7
Provision for doubtful debts (0.2)
Loan to related parties (1) 51.8
84.1 85.8
Non-current
Loans to associated entities (2) 4.6 4.5
Loan to related parties (1) 12.4 52.6
Other deblors 0.2
17.0 57.3

(5) MGI has interest bearing foans to related parties of \$12.4 million (Jun 2004: \$104.4million). Of this amount \$12.4 million (Jun 2004: \$NIL) relates to a loan facility provided to Macquarie Goodman Vinevard Pty Limited ("MGV") to meet its obligations to fund the development and subdivision of the M7 Business Hub, Eastern Creek, NSW in accordance with the Heads of Agreement signed between MGI, MGM, MGV, Brickworks Limited and The Austral Brick Company Pty Ltd ("Austral"). These costs over the life of the development and subdivision are estimated to be approximately \$70.0M plus financing costs. The ban is limited recourse, interest bearing at a rate of 15% per annum and with a maturity date of December 2011.

At June 2004, an amount of \$104.4 million related to the fair value of a toan to Ascendas Australia Trust ("AAT"), being its share of the deferred payment on the acquisition of the Colonial First State Industrial Property Trust. During the period, MGI acquired 100% of the issued capital of AAT. Further details of the acquisition are contained in Note 13 of the financial statements.

(2) Loans to associated entities relates to a 50% interest in Auckland Business Park Pty Ltd. The loan is interest bearing at a rate of 6.5% per annum with no specified period of time for repayment.

Note 7. Investment Properties

Consolidated
31 Dec 04 30 Jun 04
\$M SM
Carrying amount at the beginning of the period 3,855.0 2,656.5
Acquisitions 151.6 932.8
Capital expenditure 193.0 334.7
Disposals (62.7) (105.3)
Valuation increment 31.3 36.3
Carrying amount at the end of the period 4.168.1 3,855.0
Acquisition Purchase Price
including
Acquisition
Costs
Total Costs
(Life to
Date)
Valuation Latest
Valuation
Capital
Expenditure
Since Last
Revaluation
Book
Value
31 Dec 04
Book
Value
30 Jun 04
Properties
Warehouse/Distribution Centres
Date \$14 \$M Date SBR 当制 \$ht
Mike mayor Park Movebark N209 20/03/42 細度 107.8 1000000000000000000000000000000000000 35.8 abka. 25.7
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- Building A 26 Oct 00 21.3 21.8 31 Dec 04 25.0 25.0 25.2
- Building 8 8 Apr 03 34.8
55.9
35.3
57.1
30 Sep 04 35.8
60.8
0.5
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36.3
61.3
34.6
80.0
Reservoir Distribution Centre, Welfrerill Park, NSW 29 Aug 03 52 K 52.7 31 Dec 04 49.5 49.5 52.8
Northgate Distribution Center Serrative Victorian
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Portside Distribution Centre, Banksmeadow, NSW
Woutham Distribution Centre, Laverton, VI
29 Aug 03
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Smithfield Distribution Centre, Smithfield, NSW 13 Dec 02 35.8 36.2 31 Dec 04 38.0 38.0 36.0
Great West Distribution Centre, Aradell Park, NSW
Challora Distribution Centre, Challora, NSW
26 Oct 00 27.4 32.8 30 Jun 04 37.5 37.5 37.5
- Stage 1 29 Aug 03 25.4 25.4 31 Dec 04 25.2 25.2 25.4
- Stage 2 29 Aug 03 10.6
36.0
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36.0
31 Dec 04 11.4
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Contrent Gordonian Canve, Mayor, NGV 26 Rei 98 æw r. 39 Jun 64 20K) 830 89.
Crestmead Distribution Centre, Crestmead, QId 3 26 Apr 04 5.8 34.4 9 Dec 03 8.1 34.4 15.2
Westall Distribution Centre, Clayton, Vic 9
Lavedon Discipation Centre, Lavedon Marth, Vic
29 Aug 03
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Davis Distribution Centre, Wetherill Park, NSW P1
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- Building B
29 Aug 03
29 Aug 03
17.9
6.0
20.4
6.3
31 Dec 04
31 Dec 04
17.7
7.9
17.7
7.9
19.6
6.2
23.9 28.7 25.6 25.6 26.0
Fitzgerald Distribution Centre, Laverton, Vic.
Hampton Park Distribution Centre, Hampton Pask, Vic-
26 Oct 00
29 Aug 03
\$8.4
24.0
22.2
24.4
31 Dec 04
31 Dec 04
25.3
23.6
25.3
23.6
21.1
24.3
Berkeley Distribution Centre, Berkeley Vale, NSW 26 Oct 00 18.2 17.1 31 Dec 04 22.2 22.2 19.5
Milfer Distribution Centre, Villawood, NSW 28 Oct 00 18.3 19.1 30 Jun 04 21.2 21.2 21.2
Angles Classicates Cente, Laveton North, V
Port Wakefield Distribution Centre, Gepps Cross, SA
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Boundary Distribution Centre, Laverton, Vic 26 Oct 00 6.6 15.6 31 Dec 04 17.5 17.5 15.5
Molsoyd Distribution Centre, SmithReld, NSW
Sayle Link, Otahunu, Aucklard 11
29 Aug 03
14 Jun 04
17.2
182
17.4
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31 Dec 04 17.2
16.3
17.2
16.8
17.3
Sheffield Distribution Centre, Welshpool, WA 24 Mar 04 15.7
- Stage 1 26 Oct 00 12.5 12.5 30 Jun 04 12.6 12.6 12.6
- Stage 2 21 16 Jul 04 4.1
16.6
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16.5
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16.7
12.6
Villawood Distribution Centre, Villawood, NSW 29 Aug 03 \$7.1 17.1 31 Dec 04 16.2 16.2 17.1
Tranzport Distribution Centre, Port Melbourne, Vic-
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Sunstane Distribution Centre, Sunshave, Vic- 26 Am 62 地心 96
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Føderation Distribution Centre, Laverton North, Vic- 8 Apr 03 11.4 11.7 30 Gep 04 11.7 0.3 12.0 11.4
Woodlands Distribution Centre, Braeside, Vic
Keysborough Distribution Centre, Keysborough, Vic
29 Aug 03 11.3 11.4 31 Dec 04 10.8 ٠ 10.8 11.3
- Stage 1 8 Apr 03 7.0 7.1 30 Sep 04 6.5 0.1 6.6 7.0
- Stage 2 3 Jul 03 1.5
8.5
1.7
6.8
23 Jun 03 2.7
9.2
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9.3
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8,7
Holbeche Distribution Centre, Arndell Park, NSW 26 Oct 00 6.0 6.5 31 Dec 04 8.7 8.7 7.8
Monfague Distribution Centre, West End, Qld 8 Apr 03 8.6 6.7 30 Sep 04 8.1 0.1 8.2 8.6
Lyston Dissribution Centre, Lytton, Q18 3
Gippsland Distribution Centre, Dandersong, Vic
9 Oct 02
29 Aug 03
1.8
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7.6
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31 Dec 04
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Forsyth Distribution Centre, Hoppers Crossing, Vic- Solê 38.4
Hume Distribution Centre, Chullora, NSW
Burnie Distribution Centre, Burnie, Wazashaa
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Note 7. Investment Properties (continued)

Purchase Price Capital
including Total Costs Expenditure Book Book
Acquisition Acquisition
Costs
(Life to
Date:
Valuation Latest
Valuation
Since Last
Revaluation
Value
31 Dec 04
Value
30 Jun 04
Properties Date \$14 \$M Date SBR \$11 \$ht
Industrial Estates
Discovery Cove Industrial Estate, Banksmeadow, NSW 26 Oct 00 56.1 66.9 31 Dec 03 70.6 0.8 71.4 70.6
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Cumberland Industrial Estate, Smithfield, NSW 3 29 Aug 03 30.3 37.5 30 Sep 03 29.0 37.5 30.2
The Gale Industry Park, Penrose, Augklesd
Gateway Industrial Estate, Amdell Park, NSW
31 May 02
6 Apr 03
33.1
36.3
28 B
35.3
1 Jun 02
30 Sep 04
29.5
33.8
38.8
33.8
35.2
35.3
Botany Bay Industrial Estate, Banksmeadow, NSW 29 Aug 03 29.3 30.3 31 Dec 04 33.5 33.5 30.0
Smithfield Industrial Estate, Smithfield, NSW
- Stage 1
8 Apr 03 13.4 13.9 30 Sep 04 14.0 0.2 14.2 13.7
- Stage 2 8 Apr 03 14.5 15.2 30 Sep 04 14.7 0.2 14.9 14.9
- Stage 3 :0 30 Mar 04 3.1 3.6 18 Mar 04 2.6 3.6 33
Portside Industrial Estate, Port Melbourne, Vic- 13 Dec 02 31.0
33.7
32.7
33.7
31 Dec 04 33.3
32.2
0.4
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32.7
32.2
31.7
31.5
Butroks industrial Estate, Alexandra, NEW 28 Azi 95 TGW m. 31 Dec 03 3013 U 596 96. V
McLaren Industrial Estate, North Rocks, NSW 912
Brisbario Gate Industrial Park, Mendra, Qld
15 Dec 04
29 Aug 03
30.9
27.3
30.9
27.3
15 Dec 04
31 Dec 04
29.5
30.5
٠ 30.9
30.5
$\cdot$
27.2
Brodie Industrial Estato, Rydalmere, NSW 6 Apr 03 22.4 22.8 30 Sep 04 22.7 0.3 23.0 22.5
Riverside Centre, Parramatta, NSW
Arcadia Industrial Estate, Coopers Plains, Qld
29 Aug 03
8 Apr 03
24.3
\$8.3
24.6
23.7
31 Dec 04
30 Gep 04
22.6
21.2
0.8 22.6
22.0
24.3
22.7
Reserve Industrial Estate, Ermington, NSW 29 Aug 03 19.3 19.3 31 Dec 04 19.8 19.8 19.5
BASES INSURER ESTATISTICS IN AN 28 July 36 15.8 19.77 AM AMUSA 198 9,8 K. XX melt
Acacia Link Industrial Estate, Acacia Ridge, Qld 11
Pensose Industrial Estate, Pervices, Auckland 2
5 Nov 04
2 Sep 03
17.4
31.6
16.6
15.8
1 Dec 04
2 Sep 03
18.0
16.7
15.6
15.9
15.4
Ferrifree Industrial Estate, Notting Hill, Vic- 29 Aug 03 32.5 12.8 31 Dac 04 13.9 13.9 12.7
Tingalpa Industrial Estate, Tingalpa, QI6
Westouve Industrial Estate, Lane Cove, NSW
8 Apr 03
8 Apr 03
12.7
12.6
12.8
12.8
30 Gep 04
30 Sep 04
13.6
12.7
0.2 13.6
12.9
12.6
12.6
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Citiport Industrial Estate, Eagle Farm, Qld 29 Aug 03
6 Apr 03
\$0.5
\$0.9
10.8
11.1
31 Dec 04
30 Sep 04
13.9
11.4
0.2 11.9
11.6
10.5
10.9
Greensquare Industrial Estate, Alexandria, NSW
Homebush Bay Industrial Estate, Homebush Bay, NSW P
B Nov 02 11.2 11.2 30 Jun 04 13.2 11.2 11.2
Paves) Industrial Estate, Smithfield, NSW 61 6 Apr 03 9.2 9.4 30 Sep 04 9.3 0.1 9.4 9.3
Room an Industrial Electric Grandwa, NGV
Healey Industrial Estate, Dandersong, Vic
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Business Parks
Lidenting Executors Time, Udentity, NSP
Campus Business Park, Hornebush, NSW 33
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590
39.6
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30 Gep 04
94.5 3.0 97.6 93.5
Clayton Business Park, Clayton, Vic t) 13 Dec 02 81.4 88.2 1 Jan 03 73.3 88.2 80.4
Acacia Ridge Business Park, Acacia Ridge, Qld
- Stage 1 23
13 Dec 02 38.4 43.1 1 Jan 03 35.0 43.1 41.9
- Stage 2 21 13 Dec 02 17.0 20.2 1 Jan 03 16.6 20.2 19.4
55.4 63.3 51.6 63.3 \$1.3
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Challora Business Park, Chultora, NSW
Airgate Business Park, Mascot, NSW
29 Aug 03 58.1 58.3 31 Dec 04 64.1 64.1 58.2
- Stage ≸ 26 Oct 00 16.4 17.8 \$ Dec 03 22.5 0.4 22.9 22.B
- Stage 2
- Stage 3 31
26 Oct 00 9.3 30.3 31 Dec 02 9.0 20.8 29.8 24.7
28 Oct 00 7.1
32.8
6.4
56.5
30 Aug 00 7.1
38.6
21.2 8.4
61.1
8.4
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that began part in the first state
9 Oct 03
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Regal Bosiness Park, Rowville, $\mathsf{Wb}^{\mathsf{GSE}}$
Link Business Park, North Ryde, NSW
31 Dec 04 37.4 37.4 31 Dec 04 37.9 37.4
- Building A 29 Aug 03 12.0 13.2 31 Dec 04 14.0 $\overline{\phantom{0}}$ 14.0 12.1
- Building B B Apr 03 20.1
32.1
21.0
34.2
30 Sep 04 20.3
34.3
0.3
0.3
20.6
34.6
20.8
32.7
Forestridge Business Patk, Frenchs Forest, NSW 8 Apr 03 33.3 35.2 30 Sep 04 33.1 0.7 33.3 34.1
Showground Business Park, Castle Hill, NSW
Enterprise Park, Gladesville, NSW
29 Aug 03
26 Oct 00
30.2
23.1
31.0
25.0
31 Dec 04
31 Dec 04
31.6
31.5
31.6
31.5
30.3
28.4
Waterfoo Business Park, North Ryde, NSW 26 Oct 00 \$7.5 22.1 31 Dec 04 23.8 23.8 23.3
Ferrifree Business Park, Notting Hill, Vic.
Seville Business Park, Villawood, NSW
29 Aug 03 21.3 21.7 31 Dec 04 23.6 23.6 21.2
Perimsula Business Park, Brookvale, NSW 26 Oct 00
29 Aug 03
16.9
17.2
18.0
17.6
31 Dec 04
31 Dec 04
17.5
17.5
٠ 17.5
17.5
17.7
17.5
Pacific View Business Park, Prenchs Purset, NEW SURGEONS 18.2 m 33 Dec 03 ma 186 88.2
Orion Business Park, Lane Cove, NSW
Queensport Quays Business Park, Mularrie, Q98 9
B Nov 02
9 Oct 02
11.7
6.0
11.9
11.9
30 Jun 04
1 Gep 02
12.7
5.5
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12.7
11.9
12.7
10.8
Chase Business Park, Chatswood, NSW 77 8 Apr 03 9.8 10.2 30 Sep 04 10.2 0.2 10.4 10.0
Citylink Business Park, Port Melbourne, Vit? 29 Aug 03 9.0 9.1 31 Dec 04 9.5 9.5 3.5
Wedgewood Business Park, Ballam, Vic h
Dansu Court Business Park, Hallam, Vic
26 Oct 00
26 Oct 00
22.8
Sold
2.0 30 Jen 04 2.0 2.0
٠
2.0
2.4

Note 7. Investment Properties (continued)

Acquisition
Properties
Purchase Price
Including
Acquisition
Costs
\$14
Date
Total Costs
(Life to
Date)
\$ħ.
Valuation
Date
Latest
Valuation
SBR
Capital
Expenditure
Since Last
Revaluation
\$14
Book
Value
31 Dec 04
\$fil
Book
Value
30 Jun 04
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an d men. 30 201 44 W eemmm INITIAR A CHARGE OF THE CONTRACT OF THE CONTRACT OF THE CONTRACT OF THE CONTRACT OF THE CONTRACT OF THE CONTRACT OF
Homebush Corporate Park, Homebush, NSW 11
15 Feb 02
72.1 105.3 16 Jan 02 66.0 105.3 93.9
18 19 19
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1 Mar 02
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Central Park Corporate Centre, Greenlane, Auckland
21 Oct 02
51.8 43.0 24 Sep 02 46.1 43.0 225
Fletcher Site Fenrose, Auckland
25 Jun 04
Pinnacle Office Park, North Ryde, NSW
34.0 24.O 2 Apr 04 22,0 34.0 32 B
6 Apr 03
- Stage 1
26.5 26.0 30 Sep 04 25.5 1.3 26.8 26.6
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6 Apr 03
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Milennium Centre, Greenlane, Auckland
1 Apr 04
20.3 20.5 21 Mar 04 18.9 26,6 19.9
HP House, Asokland 27
30 Sept 04
12.1 12.1 27 Apr D4 12.0 12.1
HSBC House, Albany Auckland
5 Nov 04
10.3 70.3 6 Jul 04 13.4 10.3
BM Centra , Auckland
1 Apr Of
BTI House, Newmarket, Auckland 1
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1 Apr 04
76 ŤБ SI Mar DA ÝÎ 78 75
Kodak Buliding, Parnell, Auckland
1 Auf 04
$-5.5$ 4.0 31 Mar 134 31 40 35
Richt Bulding, Pamel, Auckland
1 Apr 04
ÄБ 26 31 Mar 04 30 16 2.5
Windsor Court, Parnell, Auckland
1 Apr 04
EDS Building, McMellington, Auckland
1.5 5 04
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31 Mar 04
21 Mar 04
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Properties held by Macquarie Goudman Capital Trust
Properties held on a 50/50 co-ownership basis with NZX - \$stedMacquarie Goodman Property Trust

(1) There have been no revaluations of fitese properties since acquisition. Current book values are being carried at total cost.
(3) Ali properties except: Botany Grove Bosiness Park, Stage 4, Botany, NSW, Brodie Indus

03 All investment properties are held on a freehold basis with the exception of Chifley Business Park, Mentone, Vic and Gordon Corporate
Centre, Gordon, NSW where the land is held on a feasehold basis.

Interest Bearing Liabilities Note 8.

Consolidated
31 Dec 04 30 Jun 04
\$M 5M
Current
Other loans - deferred payment (5) 210.9 219.1
Non-current
Bank loans - secured (2) 523.7 308.5
Other loans - CMBS (3) 721.0 721.0
Other loans - deferred payment (?) 205.6 210.5
1,450.3 1,240.0

(3) MGI has interest bearing deferred payments of \$416.5 million (Jun 2004: \$429.6 million). Of this amount \$413.9 million (Jun 2004: \$417.5 million) relates to the fair value of the deferred payment owed to Commonwealth Managed Investments Limited ("CMIL") on the acquisition of Colonial First State Industrial Property Trust in April 2003. Of this \$205 million was repaid on 31 January 2005 which attracted a coupon rate of 8.1% per annum and CMIL can call for repayment of a further \$205 million by 1 April 2006 which attracts a coupon rate of 8.4% per annum. The effective interest rate after fair valuation is 5.4% per annum.

An amount of \$2.6 million (Jun 2004: \$12.1 million) representing a portion of the purchase price (including interest) for Campus Business Park, Homebush, NSW acquired in 2001, has been deferred for up to five years. The amount is repayable with interest at commercial rates as tenanted developments are completed. The full sum is expected to be repaid within 12 months.

(2) MGI has a \$575 million (Jun 2004: \$575 million) syndicated multi option facility, a \$225 million (Jun 2004: \$225 million) standby facility and a \$300 million (Jun 2004: \$0) bridging facility with National Australia Bank Limited and Westpac Banking Corporation. Security is by way of first or second ranking mortgages and charges over various assets. The multi option and standby facilities are available to 30 April 2006 and the bridging facility is available to 31 July 2005. An amount of \$261.4 million (Jun 2004: \$203.7 million) is denominated in New Zealand dollars. Any resulting foreign currency exposure is hedged by holding New Zealand property assets of approximately the same value.

(3) MGI has Commercial Mortgage Backed Securities ("CMBS") of \$721 million (Jun 2004: \$721 million). Standard & Poor's has rated \$511 million at AAA, \$109 million at AA and \$101 million at A. Security is by way of first registered mortgages and charges over various assets. The sum of \$233 million matures on 7 September 2006 and \$488 million on 7 November 2006.

Note 9. Contributed Equity Consolidated
31 Dec 04 30 Jun 04
SM SM.
1,678,340,232 (Jun 2004: 1,608,969,088) fully paid ordinary units on issue 2,306.3 2.189.7
Issue costs (1) (50.1) (49.4)
2.256.2 2.140.3

(5) issue costs associated with the issue of units have been directly paid from the proceeds of the issues. These costs have been deducted from the units in the Statement of Financial Position, rather than charged as an expense of MGI, as they are considered to form part of the net equity raised.

Note 9. Contributed Equity (continued) Consolidated
31 Dec 04 30 Jun 04
SM. SM.
Reconciliation of units on issue
1,113.171,601 Units on issue at 30 June 2003 1.425.1
Units issued for:
Issue of units to former AMP Industrial Trust ("AIP")
53,987,885 unitholders - 24 July 2003 82.1
3,138,697 Issue of units to former AIP unitholders - 28 July 2003 4.8
10,473.891 Issue of units to former AIP unitholders - 31 July 2003 15.9
4,278.987 Issue of units to former AIP unitholders - 4 August 2003 6.5
9,385.069 Issue of units to former AIP unitholders - 7 August 2003 14.3
Distribution Reinvestment Plan ("DRP") - 7 August 2003
22,606.472 (includes underwritten portion)
Issue of units to former AIP unitholders - 11 August 2003
34.2
6,676.577 Issue of units to former AIP unitholders - 14 August 2003 10.1
12.278.956 18.7
33,054.824 Issue of units to former AIP unitholders - 18 August 2003 50.2
53,164,424 Issue of units to former AIP unitholders - 21 August 2003 80.8
10,290,671 Issue of units to former AIP unitholders - 25 August 2003 15.6
35,975,526 Issue of units to former AIP unitholders - 28 August 2003 54.7
5,329.826 Issue of units to former AIP unitholders - 1 September 2003 8.1
43,380,316 Placement - 1 October 2003 62.5
13,224,276 Issue of units to former AIP unitholders - 20 October 2003 20.1
13,888.889 Placement - 29 October 2003 20.0
30,741.837 DRP - 3 November 2003 (includes underwritten portion) 45.7
30,193,410 DRP - 6 February 2004 (includes underwritten portion) 49.8
91,463,415 Placement - 19 March 2004 150.0
12,263,539 DRP - 3 May 2004 20.5
1,608.969,088 Units on issue at 30 June 2004 2.189.7 2,189.7
Units issued for:
32,888,000 DRP - 9 August 2004 (includes underwritten portion) (2) 54.3
18,738.875 Unit Purchase Plan ("UPP") units allotted - 9 August 2004 (3) 30.7
17.744.269 DRP - 2 November 2004 (2) 31.6
1,678,340,232 Units on issue at 31 December 2004 2.306.3

(2) MGI has established a DRP which has been in operation since the quarter ended 30 June 2000. Under the DRP, holders of ordinary units may elect to have all or part of their distribution entitlement satisfied by the issue of new ordinary units rather than being paid in cash. Units are issued under the DRP at a discount to the issue price, at the discretion of the Board of the Responsible Entity. The DRP was underwritten by Goldman Sachs JB Were for the 30 June 2004 distribution paid on 9 August 2004.

(3) MGI continued with the UPP which was introduced in November 2001. Unitholders are able to purchase up to a maximum of \$5,000 worth of ordinary units in MGI under the UPP or similar arrangement in any consecutive 12 month period, with no brokerage or transaction costs. The new ordinary units ranked equally in all respects with MGI's existing ordinary units from the date of allotment.

Note 10. Reserves

.
Consolidated
31 Dec 04 30 Jun 04
511 SM.
Asset revaluation reserve 131.3 107.2
Capital profits reserve 5.1 2.9
Foreign currency translation reserve (0.8) (0.8)
Total reserves 135.6 109.3
Note 11. Outside Equity Interests
RePS 135.3 135.3
MGA Industrial Portfolio Trust/MGA Direct Property Trust $\sim$ 126.7
135.3 262.0

On 15 October 2004, MGI acquired the remaining outside equity interest in MGA Industrial Portfolio Trust and MGA Direct Property Trust.

Note 12. Non-cash Financing and Investing Activities

During the period, 34,772,094 units for a total consideration of \$59.7 million were allocated under the DRP as payment for distributions (Dec 2003: 28.020.284 units for a total consideration of \$42 million).

In the prior corresponding period, MGI acquired all the units in AIP by issuing 0.811 of a MGI unit, plus \$0.05 cash paid by MGM, for each AIP unit, MGI issued 251,259,609 units for a total non-cash consideration of \$381.9 million.

Note 13. Acquisition of Controlled Entity

The effective date whereby the Consolidated Entity gained control of the units in AAT was 15 October 2004. AAT was acquired for the purpose of acquiring the remaining outside equity interest in MGA Industrial Portfolio Trust and MGA Direct Property Trust.

31 Dec 04
SM.
Total consideration
Contribution to consolidated net profit
29.4
5.3
Consolidated Entity's interest 100%

The Consolidated Entity gained control of AIP during the prior corresponding half year. AIP's contribution to consolidated net profit during the prior corresponding half year was \$12.7 million.

Note 14. Investments Accounted for Using the Equity Method

Ownership Interest Consolidated carrying amount
31 Dec 04 30 Jun 04 31 Dec 04 30 Jun 04
SM. SM.
Auckland Business Park Limited 50.0 50.0 5.0 4.7
MGV 50.0 1.8
Highbrook Development Limited 37.5 29.9
34.9 6.5
Movements in carrying amount of investment in associate
Carrying amount at the beginning of the period 6.5 35.1
Purchase of controlling interest in Carter Street Trust (35.1)
Investments made during the year 29.9 6.5
Share of profit from ordinary activities after income
tax expense 0.3 2.3
Distributions received/receivable (2.3)
Sale of investment in MGV (1.8)
Carrying amount at the end of the period 34.9 6.5

During the half year, MGM acquired the remaining equity of MGV from MGI for nominal consideration however it continues to be treated as a joint venture as both MGI and MGM have joint control of the company.

Segment Reporting Note 15.

The Consolidated Entity's business is investing in industrial and commercial properties in both Australia and New Zealand. New Zealand is not a separately reportable segment.

Note 16. Contingent Liabilities

Merger Transaction Costs

The Consolidated Entity had a contigent liability at 31 December 2004 in respect of transaction costs upon the completion of the successful merger with MGM. Further details of the merger are contained in Note 17 to the financial statements.

Guaranteed Land Payments - M7 Business Hub Development

A contingent liability exists at 31 December 2004 in respect of a Heads of Agreement signed between MGI, MGM, MGV, Brickworks Limited and Austral. Once the precinct plan gains approval from relevant authorities, Austral has a put option which gives it the right to require MGV to take a transfer of unsold saleable lots of land. The consideration payable over the duration of the development will be the greater of:

  • $(a)$ the guaranteed land payments of unsold saleable lots; or
  • $(b)$ the revised retail price of the unsold saleable lots less a 2.5% discount if the revised retail price is less than \$10 million or a 5% discount if it is greater than \$10 million.

MGI has provided Austral with a guarantee for all amounts payable to Austral by MGV under the Heads of Agreement

Note 17. Events Subsequent to Balance Date

(a) International Financial Reporting Standards

For reporting periods beginning on or after 1 January 2005, the Consolidated Entity must comply with Australian equivalents to International Financial Reporting Standards ("AIFRS") as issued by the Australian Accounting Standards Board.

This half year Financial Report has been prepared in accordance with Australian Accounting Standards and other financial reporting requirements (Australian Generally Accepted Accounting Principles ("Australian GAAP") applicable for reporting periods ending on 31 December 2004.

Implementation Project

An implementation project has been established to assess the impact of transition to AIFRS and to achieve compliance with AIFRS reporting for the financial year commencing 1 July 2005. The implementation project consists of three phases: assessment and planning; design; and implementation.

The assessment and planning phase generated a high level overview of the impacts of conversion to AIFRS on existing accounting and reporting policies and procedures, systems and processes, business structures and staff.

The assessment and planning phase is completed in most respects as at 31 December 2004.

The design phase aims to formulate the changes required to existing accounting policies and procedures and systems and processes in order to transition to AIFRS. This phase is expected to be completed by 30 June 2005.

The implementation phase will include implementation of identified changes to accounting and business procedures, systems and processes and operational training for staff. It will enable the Consolidated Entity to generate the required disclosures of AASB 1 as it progresses through its transitions to AIFRS

Except for training that has been given to operational staff, the Consolidated Entity has not yet commenced the implementation phase. However, this phase is expected to be substantially complete by 30 June 2005.

Impact on Transition to AIFRS

$\overline{a}$

The differences between Australian GAAP and Australian equivalents to AIFRS identified to date as potentially having a significant impact on the Consolidated Entity's financial performance and financial position are summarised below. The summary should not be taken as an exhaustive list of all differences between current Australian GAAP and AIFRS. Section 4 of the Explanatory Memorandum dated 3 December 2004 for the proposal to merge MGI and MGM, contains forecast financial information prepared under AIFRS. Due to the approval of the resolutions to merge MGI and MGM, no further financial information prepared under AIFRS has been compiled for MGI based on its operations up to 31 December 2004.

Any assessments made in respect of the transition to AIFRS may require adjustment before inclusion in the first complete annual/half year financial report prepared in accordance with AIFRS due to new or revised standards or interpretations, changes in the operations of the business, or additional guidance on the application of AIFRS in a particular industry or to a particular transaction.

The key potential implications on the Consolidated Entity of conversion to AIFRS, identified to date, are summarised below:

Differences Potential Nature of Impact
Investment property
revaluations
Under AIFRS, revaluation increments or decrements are recognised in the operating results in the Statement of Financial
Performance whereas under Australian GAAP they are recognised through the asset revaluation reserve.
Accounting for fixed
increase reviews in
rental under IFRS
MGI has entered into lease arrangements with customers which allow for fixed annual reviews. Under current AIFRS, MGI
may be required to recognise the total lease rental income evenly over the life of the lease. The potential impact may
result in an acceleration of revenue recognised for leases in the early stages of the lease and a reduction in revenue
recognised for leases closer to their expiry date.
Accounting for lease
incentives
Under AIFRS, the aggregate cost of incentives in the form of cash or lessee owned fitouts recognised may be required to
be recognised as a reduction of rental income over the lease term on a straight line basis unless another systematic basis
is representative of the time pattern over which the benefit of the lease asset is diminished. Incentives in the form of lessor
owned fitout will remain capitalised as investment property.
Accounting for MGI
units on issue
MGI and its subsidiary trusts all have a finite life. Under AIFRS, units with finite lives may be classified as debt instruments
rather than equity instruments.
Accounting for RePS Under AIFRS, RePS are classified as interest bearing liabilities and distributions to RePS Holders are treated as interest
expense. Currently under Australian GAAP, they are classified as equity and distributions to RePS Holders are treated as
a payment to an outside equity interest.

Note 17. Events Subsequent to Balance Date (continued)

(a) International Financial Reporting Standards

Accounting for
derivative contracts
MGI currently uses derivative contracts to hedge exposures to investments denominated in foreign currencies and interest
rate and foreign currency cash flows.
Under AIFRS, all derivative contracts, whether used for hedging purposes or not, will be required to be carried on the
Statement of Financial Position at fair value. Derivative contracts that do not qualify for hedge accounting will be required
to recognise any subsequent changes in fair value in the Statement of Financial Performance. In order to qualify for hedge
accounting, strict requirements over hedge designation, documentation and effectiveness must be satisfied.
Hedges of investments denominated in foreign currencies are measured at fair value with changes in fair value recorded
in the Statement of Financial Performance. Any offsetting changes in fair value of the designated hedge item are also
recorded in the Statement of Financial Performance.
Hedges of interest rate and foreign currency cash flows are measured at fair value with changes in fair value recorded in
equity, to the extent that the hedge is deemed effective until the hedge transaction occurs. Any ineffective portion is
recorded in the Statement of Financial Performance
Accounting policies Under AIFRS, changes in accounting policies will be recognised by restating comparatives. Currently under Australian
GAAP, changes in accounting policies are recognised by making current year adjustments with note disclosure of prior
year effects.

(b) Merger of MGI and MGM

On 25 January 2005, a meeting of Unitholders and shareholders of MGM voted in favour of the merger of MGI and MGM by way of the stapling of MGI units with MGM shares to form MGO

Unitholders who participate in the merger will hold 0.57 MGQ stapled securities for each eligible MGI unit.

MGM is the parent entity of MGF, the Responsible Entity for MGI. MGM is a publicly listed, integrated property company encompassing funds management, property services and development management with operations in Australia, New Zealand and Singapore.

MGI and MGM will continue to exist as separate legal entities and MGI units and MGM shares will remain as separate legal assets. The stapling of MGI units and MGM shares means, among other things, that MGI units and MGM shares will trade as one security on Australian Stock Exchange ("ASX") from 2 February 2005 and will not be able to be traded or dealt with separately.

Other features of the stapling of MGI units and MGM shares are:

  • MGI and MGM will operate essentially as a co-ordinated economic group;

  • MGI and MGM will have identical investors with an identical proportionate interest in each entity:

  • the MGI and MGM constitutions will ensure that the affairs of each entity will be operated in a co-ordinated manner; and

  • stapled securityholders will receive combined reports on the merged group and a combined distribution and dividend cheque when a distribution or dividend is paid.

In order to implement the merger, each MGI unit, in accordance with the merger ratio, has been consolidated into 0.57 consolidated MGI units. Shareholders of MGM have been issued with one consolidated MGI unit for each eligible MGM share.

From 18 January 2004 RePS holders had the right to request MGF to convert their RePS. As a consequence of the merger, RePS will no longer convert to MGI units but rather to MGG Stapled Securities. The formula to determine the number of Stapled Securities to be issued, or the cash value to be paid instead of such conversion, has been revised and the Minimum Conversion Number is 34.2.

MGI is liable for additional transaction costs upon the successful completion of the merger as disclosed in the Explanatory Memorandum to Unitholders. These costs are approximately \$10 million. As per costs recognised in the Statement of Financial Performance in this Financial Report, these costs will be expensed and an amount equivalent to the transaction costs will be transferred from reserves.

Other than the matters discussed above, the Directors are not aware of any matters or circumstances not otherwise dealt with in this report or the Financial Report that have significantly affected or may significantly affect the operations of the Consolidated Entity, the results of those operations or the state of affairs of the Consolidated Entity in financial years subsequent to the half year ended 31 December 2004.

Directors' Declaration

In the opinion of the Directors of Macquarie Goodman Funds Management Limited ("MGF"), the Responsible Entity for Macquarie Goodman Industrial Trust ("MGI") and its controlled entities:

(a) the financial statements and accompanying notes 1 to 17, are in accordance with the Corporations Act 2001, including:

(i) giving a true and fair view of the financial position of the Consolidated Entity as at 31 December 2004 and of its performance, as represented by the results of its operations and cash flows, for the half year ended on that date; and

(ii) complying with Australian Accounting Standard AASB 1029 "Interim Financial Reporting" and the Corporations Regulations 2001: and

(b) there are reasonable grounds to believe that MGI will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of the Directors.

Varke

David Clarke, AO Chairman

Sydney, 11 February 2005

ordnos

Gregory Goodman Director

Independent review report to the unitholders of Macquarie Goodman Industrial Trust

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial performance, statement of financial position, statement of cash flows, accompanying notes 1 to 17 to the financial statements, and the directors' declaration for the Macquarie Goodman Industrial Trust Consolidated Entity ("the Consolidated Entity") for the half-year ended 31 December 2004. The Consolidated Entity comprises both Macquarie Goodman Industrial Trust ("MGI") and the entities it controlled during the half-year.

The directors of Macquarie Goodman Funds Management Limited ("the Responsible Entity"), the Responsible Entity of MGI, are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Review approach

We conducted an independent review in order for the Responsible Entity to lodge the financial report with the Australian Securities and investments Commission. Our review was conducted in accordance with Australian Auditing Standards applicable to review engagements.

We performed procedures in order to state whether on the basis of the procedures described anything has come to our attention that would indicate the financial report does not present fairly in accordance with the Corporations Act 2001, Australian Accounting Standard AASB 1029 "Interim Financial Reporting" and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the Consolidated Entity's financial position, and of its performance as represented by the results of its operations and cash flows.

We formed our statement on the basis of the review procedures performed, which were limited primarily to:

  • enquiries of the Responsible Entity's personnel; and
  • analytical procedures applied to the financial data: 雛

While we considered the effectiveness of internal controls over financial reporting when determining the nature and extent of our procedures, our review was not designed to provide assurance on internal controls.

The procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audif and, accordingly, we do not express an audit opinion.

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A review cannot guarantee that all material misstatements have been detected.

Independence

In conducting our review, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Statement

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Macquarie Goodman Industrial Trust is not in accordance with:

  • $a)$ the Corporations Act 2001, including:
  • i. giving a true and fair view of the Consolidated Entity's financial position as at 31 December 2004 and of its performance for the half-year ended on that date; and

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  • ii. complying with Accounting Standard AASB 1029 "Interim Financial Reporting" issued in Australia and the Corporations Regulations 2001; and
  • $b)$ other mandatory financial reporting requirements in Australia.

KANA

KPMG

A. Henring

S A Fleming Partner

Sydney 11 February 2005

APPENDIX 4D

MACQUARIE GOODMAN MANAGEMENT LIMITED

RESULTS FOR ANNOUNCEMENT TO THE MARKET

FOR THE HALF-YEAR ENDED 31 DECEMBER 2004

The Half-Year Financial Report has been reviewed by KPMG.

Commentary on results

Revenue from ordinary activities has decreased by 11.1% to \$39.0 million. Conditional on the successful merger, Macquarie Goodman has waived any Performance Fee for the half-year ended 31 December 2004. The Performance Fee payable for the prior corresponding half-year period was \$17.2 million. Excluding this performance fee, revenue from ordinary activities increased by 45.9% to \$39.0 million.

Net profit from ordinary activities after tax has decreased by 30.3% to \$16 million. Net profit from ordinary activities after tax (excluding performance fee after tax) has increased by 45.6% to \$16 million.

Basic earnings per share of 5.83 cents is down 34%. Excluding performance fee (after tax) basic earnings per share of 5.83 cents is up 37.8%.

Dividends per share of 4.5 cents have increased by 28.6%.

Total assets have increased by 21.6% to \$294 million due to:

  • investment in Highbrook Development Limited (\$28.2 million)
  • investment in Ascendas Real Estate Investment Trust (\$22.6 million)

Total liabilities have increased by 52% to \$163.7 million mainly due to increase in bank borrowings and provision for the interim 2005 dividend.

Contributed equity has increased by \$2.3 million due to the exercise of options under the Executive Option Plan. The number of shares on issue has increased to 277.2 million and market capitalisation has increased by 15.9% to \$1.137 billion.

APPENDIX 4D

MACQUARIE GOODMAN MANAGEMENT LIMITED

RESULTS FOR ANNOUNCEMENT TO THE MARKET

FOR THE HALF-YEAR ENDED 31 DECEMBER 2004

The Half-Year Financial Report has been reviewed by KPMG.

Highlights of results 31-Dec-04 31-Dec-03 Change
Revenue from ordinary activities before performance
fee (\$'000)
39,014 26,747 up 45.9%
Performance fee (\$'000) 17,152
Revenue from ordinary activities (\$'000) 39,014 43,899 down $-11.1%$
Profit from ordinary activities after tax (before
performance fee after tax) (\$'000)
16,065 11,036 up 45.6%
Net profit for the period attributable to Shareholders (\$'000) 16,065 23,042 down $-30.3%$
Basic earnings per share (cents) 5.83 8.83 down $-34.0%$
Diluted earnings per share (cents) 5.68 8.59 down $-33.9%$
Basic earnings per share (before performance fee
after tax) (cents)
5.83 4.23 up 37.8%
Proposed/paid dividend per share (cents) 4.50 3.50 up 28.6%
Franked amount per security (cents) 1.35 2.98
Record date for determining entitlements to the
dividends
31-Dec-04 23-Feb-04
Date dividend is payable 2-Feb-05 3-Mar-04
31-Dec-04 30-Jun-04 Change
Total assets (\$'000) 294,170 241,847 up 21.6%
Total liabilities (\$'000) 163,791 107,783 up 52.0%
Net assets (\$'000) 130,379 134,064 down $-2.7%$
Net tangible asset per security (cents) 10.32 12.83 down $-19.6%$
Total borrowings/equity ratio 74.8 59.0 up 26.8%
Contributed equity (\$'000) 128,878 126,568 up 1.8%
Share price (\$) 4.10 3.59 up 14.2%
Number of shares on issue - Ordinary ('000) 277,199 273,216 up 1.5%
Market capitalisation (\$'000) 1,136,516 980,845 up 15.9%
Number of shareholders 2,583 2,884 down $-10.4%$

DIRECTORS' REPORT

The Directors of Macquarie Goodman Management Limited ("Macquarie Goodman") present their Report on the Consolidated Entity consisting of Macquarie Goodman and the entities it controlled at the end of, or during, the half year ended 31 December 2004 and the review report thereon.

Directors

The Directors of Macquarie Goodman at any time during or since the end of the half year are:

Mr David Clarke, AO (Chairman) Appointed 26 October 2000
Dr David Teplitzky (Independent Deputy Chairman) Appointed 21 November 1990
Mr Gregory Goodman (Chief Executive Officer) Appointed 7 August 1998
Mr Ian Ferrier (Independent Director) Appointed 1 September 2003
Mr Patrick Goodman (Non-executive Director) Appointed 14 April 1998
Mr William Moss (Non-executive Director) Appointed 26 October 2000
Mr Stephen Girdis (Alternate Director for Mr William Moss) Appointed 21 February 2003
Mr James Hodgkinson (Alternate Director for Mr David Clarke) Appointed 21 February 2003

Review of operations

The performance of the Consolidated Entity, as represented by the results of its operations for the half year, was as follows:

Consolidated
2004 2003
\$000 \$000
Revenue from ordinary activities (before Performance Fee) 39,014 26,747
Performance Fee 17,152
Revenue from ordinary activities (including Performance Fee) 39.014 43.899
Net profit (after tax and before Performance Fee) 16.065 11,036
Performance Fee (after tax) 12.006
Net profit attributable to Shareholders 16.065 23.042

Events subsequent to balance date

At meetings of Shareholders of Macquarie Goodman and unitholders of Macquarie Goodman Industrial Trust ("MGI") held on 25 January 2005, resolutions were approved to merge Macquarie Goodman and MGI. Further details on the merger are contained in Note 16 to the financial statements.

Lead Auditor's Independence Declaration under Section 307C of the Corporations Act 2001

The lead auditor's independence declaration is set out on page 3 and forms part of the Directors' Report for the half year ended 31 December 2004.

Rounding

Macquarie Goodman is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the Financial Report and Directors' Report have been rounded off to the nearest thousand dollars, unless otherwise stated.

This Report is made in accordance with a resolution of the Directors.

David Clarke, AO Chairman

orden

Gregory Goodman Director

Sydney, 11 February 2005

Lead Auditor's Independênce Declaration under Section 307C of the Corporations Act 2001 to the Directors of Macquarie Goodman Management Limited

I declare that, to the best of my knowledge and belief, during the half-year ended 31 December 2004 there have been:

$(i)$ no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and

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$(ii)$ no contraventions of any applicable code of professional conduct in relation to the review.

KPMC KPMG

P M Reid

Partner

Sydney, 11 February 2005

MACQUARIE GOODMAN MANAGEMENT LIMITED AND ITS CONTROLLED ENTITIES STATEMENT OF FINANCIAL PERFORMANCE FOR THE HALF-YEAR ENDED 31 DECEMBER 2004

Consolidated
Note 2004 2003
\$000 \$000
Revenue from ordinary activities
Funds management 10,771 7.929
Performance Fee 17, 152
Property services 9,323 8,241
Development management 14,348 4,685
Revenue from other operating activities 4,572 5,892
39,014 43,899
Expenses from ordinary activities
Employee expenses (8, 846) (6, 567)
Occupancy expenses (2, 244) (2, 160)
Compliance expenses (1, 835) (905)
Development expenses (933) (533)
Borrowing costs (2, 144) (897)
Depreciation and amortisation (1, 110) (701)
(17, 112) (11,763)
Share of net profit of associate accounted
for using the equity method 14 1,732 686
Profit from ordinary activities before related
income tax expense 23,634 32,822
Income tax expense relating to ordinary activities (7, 569) (9,780)
Net profit attributable to Shareholders 11 16,065 23,042
Non-owner transaction changes in equity
Movement in reserves 81 (132)
Total changes in equity from non-owner related
transactions attributable to the Shareholders
12 16,146 22,910
Basic earnings per share $(\phi)$ 3 5.83 8.83
Diluted earnings per share $(\phi)$ 3 5.68 8.59
Basic earnings per share (before Performance Fee after tax) $(\phi)$ 3 5.83 4.23

The Statement of Financial Performance is to be read in conjunction with the accompanying notes.

MACQUARIE GOODMAN MANAGEMENT LIMITED AND ITS CONTROLLED ENTITIES STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2004

Consolidated
Note 31 December 30 June
2004 2004
\$000 \$000
Current assets
Cash assets 13,678 10,340
Receivables 5 36,290 42,381
Inventories 5,893 2,695
Other 2,611 3,151
Total current assets 58,472 58,567
Non-current assets
Inventories 3,028 6,085
Investments accounted for using the equity method 6 34,248 1,791
Other financial assets 7 91,780 71,992
Property, plant and equipment 2,970 2,815
Intangible assets 8 101,762 98,999
Deferred tax assets 1,316 1,598
Other 594
Total non-current assets 235,698 183.280
Total assets 294,170 241,847
Current liabilities
Payables 6 20,732 9,566
Current tax liabilities 2,433
Provisions 4 13,534 689
Total current liabilities 36,699 10,255
Non-current liabilities
Payables 6 10,521
Interest-bearing liabilities 9 97,544 79,147
Deferred tax liabilities 18,709 18,209
Provisions 318 172
Total non-current liabilities 127,092 97,528
Total liabilities 163,791 107,783
Net assets 130,379 134,064
Equity
Contributed equity 10 128,878 126,568
Reserves 179 98
Retained profits 11 1,322 7,398
Total equity 12 130,379 134.064

The Statement of Financial Position is to be read in conjunction with the accompanying notes.

MACQUARIE GOODMAN MANAGEMENT LIMITED AND ITS CONTROLLED ENTITIES STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2004

Consolidated
2004 2003
\$000 \$000
Cash flows from operating activities
Cash receipts in the course of operations 33,512 27,407
Cash payments in the course of operations (15, 111) (17, 139)
Dividends/distributions received 3,480 1,170
Income taxes paid (net of refunds) (4, 288) (1,266)
Interest received 221 228
Borrowing costs paid (2, 162) (766)
Net cash provided by operating activities 15,652 9,634
Cash flows from investing activities
Proceeds from deferred settlement 9,956 5,258
Payments for investments (31, 696) (24, 159)
Payments for property, plant and equipment (445) (412)
Payments for management rights (3, 584) (41, 209)
Net cash used in investing activities (25, 769) (60, 522)
Cash flows from financing activities
Proceeds from issue of shares 2.323 37,326
Transaction costs from issue of shares (13) (708)
Proceeds from borrowings 29,000 54,105
Repayment of borrowings (8, 189) (34,615)
Dividends paid (9,667) (7,612)
Net cash provided by financing activities 13,454 48,496
Net increase/(decrease) in cash held 3,337 (2,392)
Cash at the beginning of the financial period 10,340 10,942
Effects of exchange rate fluctuations on the balances of cash
held in foreign currencies 1 26
Cash at the end of the financial period 13,678 8,576

The Statement of Cash Flows is to be read in conjunction with the accompanying notes.

1 Statement of significant accounting policies

Basis of preparation of half year Financial Report

The half year consolidated Financial Report is a general purpose financial report which has been prepared in accordance with Accounting Standard AASB 1029 "Interim Financial Reporting", the recognition and measurement requirements of applicable AASB standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. This half year Financial Report is to be read in conjunction with the 30 June 2004 Annual Financial Report and any public announcements by Macquarie Goodman and its controlled entities during the half year in accordance with continuous disclosure obligations arising under the Corporations Act 2001.

It has been prepared on the basis of historical costs and, except where stated, does not take into account changing money values or fair values of non-current assets.

These accounting policies have been consistently applied by each entity in the Consolidated Entity and are consistent with those applied in the 30 June 2004 Annual Financial Report.

The half year Financial Report does not include full note disclosures of the type normally included in an annual financial report.

Where necessary, comparative information has been reclassified to achieve consistency in disclosure with current financial period amounts and other disclosures.

Consolidated
2004 2003
\$000 \$000
2 Individually significant items
Individually significant items included in profit from ordinary activities
before income tax expense:
Performance Fee 17.152

A controlled entity is the Responsible Entity for MGI. In addition to the base fee, the Responsible Entity is entitled to a Performance Fee. Conditional on the successful merger of Macquarie Goodman and MGI, Macquarie Goodman has waived any Performance Fee for the half year ended 31 December 2004. The Performance Fee payable for the prior corresponding period was \$17.2 million.

Consolidated
2004 2003
¢
3 Earnings per share
Basic earnings per share 5.83 8.83
Diluted earnings per share 5.68 8.59
Basic earnings per share (before Performance Fee after tax) 5.83 4.23
Consolidated
2004 2003
3. Earnings per share (continued) Number Number
Weighted average number of shares used
Weighted average number of ordinary shares used in the calculation of
basic earnings per share 275,684,797 260.841.299
Effect of executive share options on issue 7,102,357 7,523.914
Weighted average number of potential ordinary shares used in the
calculation of diluted earnings per share 282,787,154 268,365,213
Net profit after tax used in the calculation of both basic and diluted earnings
per share was derived as follows:
Consolidated
2004 2003
\$000 \$000
Net profit (after tax) 16,065 23,042
Performance Fee (after tax) 12,006
Net profit (after tax and before Performance Fee) 16,065 11,036

4 Dividends

Dividends paid or provided for in the current and comparative periods by Macquarie Goodman are:

Cents per
share
Total amount
\$000
Franked
%
Date of
payment
2005
Interim - ordinary
4.5 12,474 30 2 Feb 05
2004
Final - ordinary
3.5 9,667 57 22 Sep 04
2003
Final - ordinary
3 7.612 56 14 Nov 03

The partly franked dividends were franked at the tax rate of 30%.

Consolidated
31 December 30 June
2004 2004
\$000 \$000
Receivables
5.
Trade debtors 16,158 12,521
Performance Fee receivable 17,152 17.152
Other debtors 373 641
Deferred settlement on sale of inventories 2,607 12.067
36,290 42.381
Consolidated
31 December 30 June
2004 2004
\$000 \$000
6 Investments accounted for using the equity method
Investments in associate - Singapore 3.597 1.791
Investments in associate - New Zealand (3) 30,651 $\mathbf{r}$
34,248 1.791

Details of associates are set out in note 14.

(1) Acquisition of 37.5% of the issued equity of Highbrook Development Limited. Of the \$30.6 million consideration, 19.1 million remains to be paid in two instalments. \$10.5 million of this amount is included in current payables of \$20.7 million and \$10.5 million of this amount is shown as non-current payables. Deferred interest of \$1.9 million is included in current and non-current "Other" assets.

7 Other financial assets - Investments

Listed property trust units at cost - Singapore (S\$82.9 million) 65.146 45.643
Listed property trust units at cost - New Zealand (NZ\$28.8 million) 26.634 26.349
91.780 71.992

8 Intangible assets

$\mathbf{9}$

Management rights at cost
Accumulated amortisation
106,671
(4, 909)
101.762
103,086
(4,087)
98,999
Details of rights acquired to manage the following trusts are:
MGI
Macquarie Goodman Commercial Property Trust 9,951 9,951
Macquarie Industrial Trust 10,584 10,584
15,133 15,133
MGA Industrial Portfolio Trust and MGA Direct Property Trust 28,601 25,101
Macquarie Goodman Thomas Trust 36,106 36,099
Macquarie Goodman Property Trust 6,296 6,218
106,671 103,086
Interest-bearing liabilities
Bank loans - Singapore (S\$82.9 million) 65.146 45.643
Bank loans - New Zealand (NZ\$35.0 million) 32.398 33.504
97.544 79.147

Any resulting foreign currency exposure on the bank loans denominated in foreign currencies is effectively hedged by corresponding investments purchased with the proceeds. Security is by way of charges over various assets of the Consolidated Entity.

Consolidated
31 December 30 June
2004 2004
\$000 \$000
10 Contributed equity
Share capital
277,199,108 (June 2004: 273,215,776) ordinary shares, fully paid 131,909 129,586
Issue costs (3,031) (3,018)
128,878 126,568
Movements during the half year
Balance at beginning of half year
273,215,776 (June 2003: 250,854,945) shares 129,586 90,917
Shares issued
$-3,983,332$ (June 2004: 4,433,331) from the exercise of options
under the Executive Option Plan
2,323 2814
- Nil (June 2004: 17,927,500) under the Institutional and Retail
Entitlement offers 35,855
Balance at end of half year 131,909 129,586
Consolidated
2004 2003
\$000 \$000
11 Retained profits
Retained profits/(accumulated losses) at the beginning of the half year 7,398 (12,500)
Net profit attributable to Shareholders 16,065 23,042
Dividends recognised during the half year (22, 141) (7,612)
Retained profits at the end of the half year 1,322 2,930
12. Total equity reconciliation
Total equity at beginning of the half year 134,064 76,115

Total equity at beginning of the half year Total changes in parent entity interest in equity recognised in statement of financial performance 16,146 22,910 Transactions with owners as owners: Contributions of equity (net of issue costs) 36,762 2,310 Dividends $(22, 141)$ $(7,612)$ 130,379 128,175 Total equity at end of the half year

13 Segment reporting

Business segments

Funds
management
\$000
Property
services
\$000
Development
management
\$000
Investments
\$000
Consolidated
\$000
31 December 2004
Segment revenue 10,771 9,323 14,348 3,479 37,921
Unallocated revenue 1,093
Total revenue 39,014
Segment result 8,983 4,612 9,497 1,335 24,427
Share of net profit of
equity accounted
investments
1,732 1,732
Unallocated revenues
and expenses
(2,525)
Profit from ordinary
activities before related
income tax expense
23,634
31 December 2003
Segment revenue 25,081 8,241 4,685 1,170 39,177
Unallocated revenue 4,722
Total revenue 43,899
Segment result 24,405 4,737 2,804 747 32,693
Share of net profit of
equity accounted
investments
686 686
Unallocated revenues
and expenses
(557)
Profit from ordinary
activities before related
income tax expense 32,822

14 Investments in associates

Name Ownership interest
(consolidated)
Share of net profits after tax
(consolidated)
31 December
2004
31 December
2003
31 December
2004
31 December
2003
% % \$000 \$000
Ascendas-MGM Funds
Management Limited
40 40 1.732 686
Highbrook Development
Limited
37.5 ۰ ٠
Macquarie Goodman
Vineyard Pty Limited
100 50 ٠

During the half year, Macquarie Goodman acquired the remaining equity of Macquarie Goodman Vineyard Pty Limited from MGI for nominal consideration, however, it continues to be treated as a joint venture as both Macquarie Goodman and MGI have joint control of the company.

15 Contingent liabilities

The Consolidated Entity had contingent liabilities at 31 December 2004 in respect of bank guarantees of \$5.1 million (June 2004: \$5.1 million) provided in support of the management of trusts in Australia and New Zealand.

16 Events subsequent to balance date

(a) Merger of Macquarie Goodman and MGI

At meetings of Shareholders of Macquarie Goodman and unitholders of MGI held on 25 January 2005, resolutions were approved to merge Macquarie Goodman and MGI. As a result of the merger, Macquarie Goodman will consolidate the results and balances of MGI as a controlled subsidiary from the date of effective control in February 2005. The costs of the merger include legal, taxation, financial advisory, investigating Accountant and Independent Expert will total approximately \$31.5 million and will be apportioned between Macquarie Goodman and MGI. The initial costs of the merger to 31 December 2004 have been incurred by MGI and the equivalent amount transferred from reserves. The financial effects of this transaction have not been brought to account in the financial statements for the half year ended 31 December 2004 except for the Performance Fee to 31 December 2004 which has been waived.

(b) International Financial Reporting Standards

For reporting periods beginning on or after 1 January 2005, the Consolidated Entity must comply with Australian equivalents to International Financial Reporting Standards ("AIFRS") as issued by the Australian Accounting Standards Board.

This half year Financial Report has been prepared in accordance with Australian accounting standards and other financial reporting requirements (Australian GAAP) applicable for reporting periods ending on 31 December 2004.

Implementation project

An implementation project has been established to assess the impact of transition to AIFRS and to achieve compliance with AIFRS reporting for the financial year commencing 1 July 2005. The implementation project consists of three phases: Assessment and planning; Design and Implementation.

The assessment and planning phase is completed in most respects as at 31 December 2004. The design phase is expected to be completed by 30 June 2005. Except for certain training that has been given to operational staff, the Consolidated Entity has not yet commenced the implementation phase. However, this phase is expected to be substantially complete by 30 June 2005.

16 Events subsequent to balance date (continued)

International Financial Reporting Standards (continued) $(b)$

Impact of transition to AIFRS

The differences between Australian Generally Accepted Accounting Principles ("Australian GAAP") and Australian equivalents to International Financial Reporting Standards (AIFRS) identified to date as potentially having a significant impact on the Consolidated Entity's financial performance and financial position are summarised below. The summary should not be taken as an exhaustive list of all differences between current Australian GAAP and AIFRS. Section 4 of the Explanatory Memorandum dated 3 December 2004 for the proposal to merge Macquarie Goodman and MGI contains forecast financial information prepared under AIFRS. Due to the approval of the resolutions to merge Macquarie Goodman and MGI, no further financial information prepared under AIFRS has been compiled for Macquarie Goodman based on its operations up to 31 December 2004.

Any assessments made in respect of the transition to AIFRS may require adjustment before inclusion in the first complete annual/half year financial report prepared in accordance with AIFRS due to new or revised standards or interpretations, changes in the operations of the business, or additional quidance on the application of AIFRS in a particular industry or to a particular transaction.

The key potential implications on the Consolidated Entity of conversion to AIFRS, identified to date, are summarised below:

Income tax

Accounting treatment changes from income statement liability approach to a balance sheet approach.

Tax consolidation

Current intercompany transfers in relation to the tax funding/sharing agreements may be treated as an equity transaction.

Equity based compensation

Options and shares are expensed over the period of service by the employee to which the options relate.

Intangibles

Internally generated intangibles are not recognised as assets. Intangible assets meeting certain criteria may be revalued. Intangible assets are amortised over the useful economic life, and may be assessed as having an infinite life subject to an annual impairment test. Goodwill is not amortised but tested annually for impairment.

Property, plant and equipment

Certain items of property, plant and equipment are measured at deemed cost, being the most recent revalued amount recognised under current Australian Accounting Standard AASB 1041. Revaluation increments and decrements are monitored on an asset by asset basis.

Foreian currency

Exchange rate differences in relation to foreign operations are recognised in a separate component of equity and are released through the income statement when the foreign entity is disposed.

Financial instruments

Financial instruments must be recognised in the balance sheet and all derivatives and most financial assets must be carried at fair value. Certain financial instruments will be re-classified as debt instruments rather than equity instruments.

Impairment

Discounting is required in assessing recoverable amount. Impairment testing is required at an asset or cash generating unit level. Goodwill, indefinite life intangible assets and assets not yet ready for use are tested for impairment annually.

MACQUARIE GOODMAN MANAGEMENT LIMITED DIRECTORS' DECLARATION

In the opinion of the Directors of Macquarie Goodman Management Limited ("Macquarie Goodman"):

  • the financial statements and notes 1 to 16, are in accordance with the Corporations Act 2001, including: $\ddagger$
  • giving a true and fair view of the financial position of the Consolidated Entity as at 31 December 2004 $(a)$ and of its performance, as represented by the results of its operations and cash flows for the half year ended on that date; and
  • $(b)$ complying with Australian Accounting Standard AASB 1029 "Interim Financial Reporting" and the Corporations Regulations 2001; and
  • $\overline{c}$ there are reasonable grounds to believe that Macquarie Goodman will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of the Directors.

David Clarke, AO Chairman

Sydney, 11 February 2005

orden

Gregory Goodman Director

INDEPENDENT REVIEW REPORT TO THE MEMBERS OF MACQUARIE GOODMAN MANAGEMENT LIMITED

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for the Macquarie Goodman Management Limited Consolidated Entity ("the consolidated cutity"), for the half-year ended 31 December 2004. The Consolidated Entity comprises Macquarie Goodman Management Limited ("Macquarie Goodman") and the entities it controlled during that half-year.

The directors of Macquaric Goodman are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect frand and error, and for the accounting policies and accounting estimates inherent in the financial report.

Review approach

We conducted an independent review in order for Macquarie Goodman to lodge the financial report with the Australian Securities and Investments Commission. Our review was conducted in accordance with Australian Auditing Standards applicable to review engagements.

We performed procedures in order to state whether on the basis of the procedures described anything has come to our attention that would indicate the financial report does not present fairly, in accordance with the Corporations Act 2001, Australian Accounting Standard AASB 1029 "Interim Financial Reporting" and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the consolidated entity's financial position, and of its performance as represented by the results of its operations and cash flows.

We formed our statement on the basis of the review procedures performed, which were limited primarily to:

  • · enquiries of company personnel; and
  • · analytical procedures applied to the financial data.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our review was not designed to provide assurance on internal controls.

The procedures do not provide all the evidence that would be required in an audit, thus the level of assurance is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

A review cannot guarantee that all material misstatements have been detected.

Independence

In conducting our review, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Statement

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe the half-year financial report of Macquarie Goodman Management Limited is not in accordance with:

the Corporations Act 2001, including: a)

i. giving a true and fair view of the consolidated entity's financial position as at 31 December 2004 and of its performance for the half-year ended on that date; and

ii, complying with Australian Accounting Standard AASB 1029 "Interim Financial Reporting" and the Corporations Regulations 2001; and

b) other mandatory financial reporting requirements in Australia.

M E KPMG P M Reid

Partner

Sydney, 11 February 2005