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MIRVAC GROUP — Annual Report 2017
Aug 16, 2017
65328_rns_2017-08-16_7e16f629-21bb-4eec-9fb9-7dae18c5c072.pdf
Annual Report
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MIRVAC PROPERTY TRUST 2017 ANNUAL REPORT
MIRVAC PROPERTY TRUST AND ITS CONTROLLED ENTITIES
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Annual Report For the year ended 30 June 2017
The consolidated entity comprises Mirvac Property Trust (ARSN 086 780 645) and its controlled entities.
| Index | Page |
|---|---|
| Directors' report | 2 |
| Auditor’s independence declaration | 7 |
| Consolidated financial statements | 8 |
| Consolidated statement of comprehensive income | 10 |
| Consolidated statement of financial position | 11 |
| Consolidated statement of changes in equity | 12 |
| Consolidated statement of cash flows | 13 |
| Notes to the consolidated financial statements | 14 |
| Directors' declaration | 37 |
| Independent auditor’s report to the unitholders of Mirvac Property Trust | 38 |
Mirvac Property Trust and its controlled entities Directors’ report For the year ended 30 June 2017
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The Directors of Mirvac Funds Limited (ABN 70 002 561 640, AFSL 233121), the Responsible Entity of Mirvac Property Trust (MPT or Trust) present their report, together with the consolidated report of MPT and its controlled entities (consolidated entity) for the year ended 30 June 2017.
MPT and its controlled entities together with Mirvac Limited and its controlled entities form the stapled entity, Mirvac Group (Mirvac or Group).
Responsible Entity
The Responsible Entity of the Trust is Mirvac Funds Limited, an entity incorporated in New South Wales. The immediate parent entity of the Responsible Entity is Mirvac Woolloomooloo Pty Limited (ABN 44 001 162 205), incorporated in New South Wales, and its ultimate parent entity is Mirvac Limited (ABN 92 003 280 699), incorporated in New South Wales.
Directors
The following persons were Directors of Mirvac Funds Limited during the whole of the year and up to the date of this report, unless otherwise stated:
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John Mulcahy
-
Susan Lloyd-Hurwitz
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Christine Bartlett
-
Peter Hawkins
-
James M. Millar AM
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Samantha Mostyn
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John Peters
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Elana Rubin.
Principal activities
The principal continuing activities of the consolidated entity consist of property investment for the purpose of deriving rental income and investments in unlisted funds. There has been no significant change in the principal activities of the consolidated entity during the year.
REVIEW OF OPERATIONS AND ACTIVITIES
Financial Year 2017 (FY17) FINANCIAL AND CAPITAL MANAGEMENT HIGHLIGHTS
Key financial highlights for the year ended 30 June 2017:
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profit attributable to the stapled unitholders of MPT of $935.4m, driven by substantial revaluation gains on investment properties;
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operating cash inflow of $378.3m;
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distributions of $385.5m, representing 10.4 cents per stapled unit; and
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net tangible assets per stapled unit of $2.32, up from $1.74 (June 2016).
Key capital management highlights for the year ended 30 June 2017:
The consolidated entity’s capital structure is monitored at the Group level. Key capital management highlights relating to the Group for the year ended 30 June 2017 include:
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substantial available liquidity of $749.4.0m in cash and committed undrawn bank facilities held, with $200.0m of debt due for repayment in December 2017;
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weighted average debt maturity increased significantly from 4.5 years (June 2016) to 6.2 years, following over $1bn of debt issuance over the past six months, including:
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$536.8m (US$400m) of US Private Placement notes for terms of 11, 12 and 15 years;
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$250.0m of medium term notes (MTN) for a term of seven years under the Group’s MTN program;
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$118.2m (JPY 10bn) of Euro medium term notes (EMTN) for a term of 15 years, the first issuance under the Group’s EMTN program; and
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$200.0m of bank debt extended from 30 September 2017 to 30 September 2021; and
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average borrowing costs reduced to 4.8 per cent per annum as at 30 June 2017 (June 2016: 5.0 per cent), including margins and line fees, following the issuance of new debt and the repayment of maturing debt.
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Mirvac Property Trust and its controlled entities Directors’ report For the year ended 30 June 2017
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FINANCIAL, CAPITAL MANAGEMENT AND OPERATIONAL HIGHLIGHTS (continued)
Key operational highlights for the year ended 30 June 2017:
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investment property revaluations provided an uplift of $500.3m for the 12 months to 30 June 2017;
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101 Miller Street, North Sydney NSW: signed approximately 17,400 square metres, with new tenanting including Chubb Insurance, White Clarke and Bedford Education. The State Government also renewed its lease and took additional space for a combined area of 10,270 square metres for a 10-year term;
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2 Riverside Quay, Southbank VIC: now 100 per cent leased with approximately 2,300 square metres of deals signed in FY17;
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37 Pitt Street and 51 Pitt Street, Sydney NSW: active leasing continued during the financial year, with 14 deals executed over a combined area of 6,500 square metres across the two buildings;
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Calibre, Eastern Creek NSW: following the successful completion and leasing of Warehouse 1 in the first half of FY17, construction of the second warehouse, a 21,000 square metre high-quality flexible facility, commenced in June 2017, with practical completion anticipated for FY18. Strong tenant interest has been received for the next facility and balance of the estate;
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Broadway Sydney NSW: ranked No.1 in Shopping Centre News’ Big Guns Awards for moving annual turnover per square metre (MAT/m[2] ) for the fifth consecutive year; and
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East Village, Zetland NSW: ranked No. 1 in Shopping Centre News’ Little Guns Awards for total sales productivity in its first year of entry. The acquisition of a 50 per cent interest in the centre was completed in July 2016.
Market outlook[1] :
Office
Sydney and Melbourne office markets are in the midst of a strong rental upswing, with tightening vacancy placing upward pressure on rents. There has been further evidence of a modest recovery in tenant demand in Brisbane, while the sharp occupancy contractions experienced in Perth have abated over the past six months. The Trust will continue to focus on the key urban markets of Sydney and Melbourne, as well as creating innovative, collaborative and flexible workplaces that generate value, while improving the quality of the portfolio.
Industrial
Leasing activity in the Sydney and Melbourne markets has been tracking at above average levels with take-up concentrated to new development stock. Both markets have benefited from healthy retail sales and elevated housing investment, while in Sydney, ongoing solid economic growth and a pick-up in state-funded infrastructure investment will be supportive of demand in 2017. The Trust’s strategic overweight to the strong performing Sydney market ensures that the industrial portfolio will continue to provide secure stable income.
Retail
While the broader retail environment faces some challenges, shopping centres with strong catchment fundamentals continue to be well supported. The Trust’s retail portfolio is located in the service-based economies of Sydney, South East Queensland and Melbourne, which continue to record stronger employment and population growth, and higher levels of housing equity than regional areas. In addition, well-performing centres continue to attract quality tenants who in turn offer great customer experiences. The Trust’s focus on high-quality assets in urban catchments with strong fundamentals is expected to support a continued outperformance in the retail sector.
Risks:
Tenant demand for office space remains challenging in Brisbane and Perth; however, the Trust’s overweight position to Sydney and Melbourne means it is well placed against this backdrop. Retail sales continue to grow overall, however, certain retailer category performance has softened and leasing demand remains variable. To mitigate these risks, the Trust is focused on continually refreshing its retail assets (via refurbishment, redevelopment or tenant remixing) to adapt to changing market dynamics.
Interests in the Trust
| 2017 | 2016 | |
|---|---|---|
| No. units | No. units | |
| m | m | |
| Total ordinary stapled units issued 3,703.3 3,699.1 |
||
| Stapled units issued under long term incentive (LTI) plan and employee incentive scheme (EIS) 2.3 2.6 |
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| Total stapled units issued 3,705.6 3,701.7 |
Refer to note E2 to the consolidated financial statements for a reconciliation of the interests in the consolidated entity issued during the financial year.
- These future looking statements should be read in conjunction with future releases to the Australian Securities Exchange (ASX).
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Mirvac Property Trust and its controlled entities Directors’ report For the year ended 30 June 2017
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Environmental regulations
The consolidated entity and its business operations are subject to compliance with both Commonwealth and State environment protection legislation and is satisfied that adequate policies and procedures are in place to ensure the consolidated entity’s compliance with the applicable legislation. In addition, the consolidated entity is also subject to the reporting requirements of the National Greenhouse and Energy Reporting Act 2007 and Building Energy Efficiency Disclosure Act 2010 . The consolidated entity is not aware of any incidents that have resulted in material non-compliance with environmental regulations during the financial year.
More information on Mirvac’s sustainability strategy, actions and performance for the year ended 30 June 2017 can be found in its Sustainability report available in October 2017 on Mirvac’s website at: http://www.mirvac.com/Sustainability/Sustainability-Reports/.
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Mirvac Property Trust and its controlled entities Directors’ report For the year ended 30 June 2017
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Instruments held by Directors
Particulars of Directors’ interests in the stapled securities of Mirvac or a related body corporate, are as follows:
| Mirvac stapled | Interests in securities of related | |
|---|---|---|
| Director | securities | entities or related bodies corporate |
| John Mulcahy (indirect) | 25,000 | - |
| Susan Lloyd-Hurwitz (direct) | 1,523,235 | - |
| -performance rights | 3,023,704 | - |
| Christine Bartlett (direct) | 25,000 | - |
| Peter Hawkins (direct andindirect) | 596,117 | - |
| James M. Millar AM (indirect) | 40,714 | - |
| Samantha Mostyn (direct) | 15,000 | - |
| John Peters (indirect) | 30,000 | - |
| Elana Rubin (direct) | 34,343 | - |
During the year ended 30 June 2009, Mirvac introduced a security acquisition plan for Non-Executive Directors whereby they could sacrifice a portion of their Directors’ fees each month and use them to acquire additional Mirvac stapled securities. No Non-Executive Directors acquired securities under this plan during the year ended 30 June 2017 (2016: nil). However, securities purchased in previous years continue to be held in the plan.
Non-audit services
From time to time, the consolidated entity may engage its external auditor, PricewaterhouseCoopers, to perform services additional to their statutory audit duties. Details of the amounts paid or payable to PricewaterhouseCoopers for audit and nonaudit services provided during the year ended 30 June 2017 are set out in note H6 to the consolidated financial statements.
In accordance with the advice received from the Audit, Risk & Compliance Committee (ARCC), the Board is satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 and did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
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all non-audit services were reviewed by the ARCC to ensure they did not affect the impartiality and objectivity of the auditor; and
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none of the services undermined the general principles relating to auditor independence as set out in Accounting Professional & Ethical Standards 110 Code of Ethics for Professional Accountants , including reviewing or auditing the auditor’s own work, acting in a management or a decision-making capacity for the Trust, acting as advocate for the Trust or jointly sharing economic risk and rewards.
Net current asset deficiency
As at 30 June 2017, the Trust is in a net current liability position of $187.5m. The Trust repays its borrowings with excess cash, but had access to $762.8m of unused borrowing facilities at 30 June 2017. Accordingly, the Directors of the Responsible Entity expect that the Trust will have sufficient cash flows to meet all financial obligations as and when they fall due.
Significant changes in the state of affairs
Details of the state of affairs of the consolidated entity are disclosed within the Review of Operations and Activities section.
Matters subsequent to the end of the year
No circumstances have arisen since the end of the year which 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 future years.
Insurance of officers
During the year, the Responsible Entity has not indemnified, or entered into any agreement indemnifying against a liability, any person who is or who has been an officer of the Responsible Entity of the Trust. No insurance premiums are paid for out of the assets of the Trust in regards to insurance cover provided to Mirvac Funds Limited.
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Mirvac Property Trust and its controlled entities Directors’ report For the year ended 30 June 2017
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Fees paid to the Responsible Entity or its associates
Fees paid to the Responsible Entity out of Trust property during the year were $14.5m (2016: $12.3m). Fees charged by the Responsible Entity represent recovery of costs. No fees were paid out of Trust property to the Directors of the Responsible Entity during the year. Fees paid to the Responsible Entity and its associates out of Trust property during the year are disclosed in note H4 to the consolidated financial statements.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 7 and forms part of the Directors’ report.
Rounding of amounts
The amounts in the financial statements have been rounded off to the nearest tenth of a million (m) dollars in accordance with the ASIC Corporations Instrument 2016/191 .
This statement is made in accordance with a resolution of the Directors.
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Susan Lloyd-Hurwitz Director
Sydney
17 August 2017
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Auditor’s independence declaration
As lead auditor for the audit of Mirvac Property Trust for the year ended 30 June 2017, I declare that to the best of my knowledge and belief, there have been:
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1.) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
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2.) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Mirvac Property Trust and the entities it controlled during the period.
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Jane Reilly Sydney Partner 17 August 2017 PricewaterhouseCoopers
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
.
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Mirvac Property Trust and its controlled entities Consolidated financial statements For the year ended 30 June 2017
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CONTENTS
CONSOLIDATED FINANCIAL STATEMENTS
| CONSOLIDATED FINANCIAL STATEMENTS | |
|---|---|
| Consolidated statement of comprehensive income 10 |
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| Consolidated statement of financial position 11 |
|
| Consolidated statement of changes in equity 12 |
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| Consolidated statement of cash flows 13 |
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| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | |
| A BASIS OF PREPARATION 14 |
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| B RESULTS FOR THE YEAR C PROPERTY AND DEVELOPMENT ASSETS |
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| B1 Segment information 16 C1 Investment properties 18 |
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| B2 Revenue 16 C2 Investments in joint ventures 20 |
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| B3 Expenses 17 |
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| B4 Events occurring after the end of the year 17 |
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| B5 Income tax 17 |
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| D CAPITAL STRUCTURE AND RISKS E EQUITY |
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| D1 Capital management 22 E1 Distributions 26 |
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| D2 Borrowings and liquidity 22 E2 Contributed equity 26 |
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| D3 Financial risk management 23 E3 Reserves 27 |
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| D4 Fair value measurement of financial 25 |
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| instruments | |
| F OPERATING ASSETS AND LIABILITIES | |
| F1 Receivables 28 |
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| F2 Other financial assets 28 |
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| F3 Goodwill 29 |
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| F4 Payables 30 |
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| F5 Provisions 30 |
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| G CONSOLIDATED ENTITY STRUCTURE | |
| G1 Controlled entities 31 |
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| G2 Parent entity 32 |
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| H OTHER INFORMATION | |
| H1 Contingent liabilities 33 |
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| H2 Earnings per stapled unit 33 |
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| H3 Key management personnel 34 |
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| H4 Related parties 36 |
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| H5 Reconciliation of profit to operating cash flow 36 |
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| H6 Auditors’ remuneration 36 |
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Mirvac Property Trust and its controlled entities Consolidated financial statements For the year ended 30 June 2017
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These financial statements cover the financial statements for the consolidated entity consisting of Mirvac Property Trust and its controlled entities. The financial statements are presented in Australian currency.
The Responsible Entity of Mirvac Property Trust is Mirvac Funds Limited (ABN 70 002 561 640, AFSL 233121), a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are:
Mirvac Funds Limited
Level 28 200 George Street Sydney NSW 2000.
A description of the nature of the consolidated entity’s operations and its principal activities is included in the Directors’ report on pages 2 to 6, both of which are not part of these financial statements.
The financial statements were authorised for issue by the Directors on 17 August 2017. The Directors have the power to amend and reissue the financial statements.
Through the use of the internet, the Trust has ensured that its corporate reporting is timely and complete. All press releases, financial reports and other information are available in the Investor Relations section on the Group’s website.
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Mirvac Property Trust and its controlled entities Consolidated statement of comprehensive income For the year ended 30 June 2017
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| Note | 2017 $m |
2016 $m |
|
|---|---|---|---|
| Revenue B2 577.1 594.7 |
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| Other income | |||
| Net revaluation gains from investment properties and investment properties under construction C1 500.3 500.4 |
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| Share of net profit of joint ventures C2 112.5 96.3 |
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| Gain on foreign exchange and financial instruments B2 2.1 - |
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| Net gain on sale of assets B2 0.3 42.0 |
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| Total other income 615.2 638.7 |
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| Total revenue and other income 1,192.3 1,233.4 |
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| Investment property expenses and outgoings 156.9 156.8 |
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| Amortisationexpenses 25.4 23.8 |
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| Finance costs B3 53.0 52.3 |
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| Loss on foreign exchange and financial instruments B3 - 6.4 |
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| Other expenses 18.1 15.1 |
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| Profit before income tax 938.9 979.0 |
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| Income tax expense B5 3.5 0.7 |
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| Profit for the year attributable to stapled unitholders 935.4 978.3 |
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| Other comprehensive income that may be reclassified to profit or loss | |||
| Exchange differences on translation of foreign operations E3 (0.9) 0.7 |
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| Other comprehensive income for the year (0.9) 0.7 |
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| Total comprehensive income for the year attributable to stapled unitholders 934.5 979.0 |
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| Earnings per stapled unit for profit for the year attributable to stapled unitholders Cents Cents |
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| Basic earnings perstapled unit H2 25.3 26.5 |
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| Diluted earnings perstapled unit H2 25.2 26.4 |
The above consolidated statement of comprehensive income (SoCI) should be read in conjunction with the accompanying notes.
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Mirvac Property Trust and its controlled entities Consolidated statement of financial position As at 30 June 2017
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| Note | 2017 $m |
2016 $m |
|
|---|---|---|---|
| Current assets | |||
| Cash and cash equivalents 29.2 28.5 |
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| Receivables F1 16.1 21.2 |
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| Other financialassets F2 130.6 2.2 |
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| Other assets 11.2 10.9 |
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| Total current assets 187.1 62.8 |
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| Non-current assets | |||
| Receivables F1 0.7 2.8 |
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| Investments in joint ventures C2 794.6 574.0 |
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| Other financialassets F2 24.0 151.7 |
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| Investment properties C1 7,596.4 7,060.7 |
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| Intangible assets F3 42.8 42.8 |
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| Total non-current assets 8,458.5 7,832.0 |
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| Total assets 8,645.6 7,894.7 |
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| Current liabilities | |||
| Payables F4 144.2 201.1 |
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| Provisions F5 203.9 192.6 |
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| Borrowings D2 23.5 - |
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| Deferred tax liability B5 3.0 - |
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| Total current liabilities 374.6 393.7 |
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| Non-current liabilities | |||
| Borrowings D2 1,245.6 1,030.7 |
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| Total non-current liabilities 1,245.6 1,030.7 |
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| Total liabilities 1,620.2 1,424.4 |
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| Net assets 7,025.4 6,470.4 |
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| Equity | |||
| Contributed equity E2 4,771.0 4,765.0 |
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| Reserves E3 10.2 11.1 |
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| Retained earnings 2,244.2 1,694.3 |
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| Total equity attributable to the stapled unitholders 7,025.4 6,470.4 |
The above consolidated statement of financial position (SoFP) should be read in conjunction with the accompanying notes.
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Mirvac Property Trust and its controlled entities Consolidated statement of changes in equity For the year ended 30 June 2017
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| Note | Attributable to stapled unitholders of MPT | Attributable to stapled unitholders of MPT | Attributable to stapled unitholders of MPT | Attributable to stapled unitholders of MPT | |
|---|---|---|---|---|---|
| Contributed equity |
Reserves | Retained earnings |
Total equity |
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| $m | $m | $m | $m | ||
| Balance 30 June 2015 | 4,758.6 10.4 1,082.5 5,851.5 |
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| Profitforthe year | - - 978.3 978.3 |
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| Other comprehensive income for the year | - 0.7 - 0.7 |
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| Total comprehensive income for the year | - 0.7 978.3 979.0 |
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| Transactions with owners in their capacity as owners Unit-based payments |
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| Expense recognised - Employee Exemption Plan (EEP) E2 |
0.9 - - 0.9 |
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| LTI vested E2 |
3.7 - - 3.7 |
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| Legacy schemes vested E2 |
1.8 - - 1.8 |
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| Distributions E1 |
- - (366.5) (366.5) |
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| Total transactions with owners in their capacity as owners |
6.4 - (366.5) (360.1) |
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| Balance 30 June 2016 | 4,765.0 11.1 1,694.3 6,470.4 |
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| Profit for the year | - - 935.4 935.4 |
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| Other comprehensive income for the year | - (0.9) - (0.9) |
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| Total comprehensive income for the year | - (0.9) 935.4 934.5 |
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| Transactions with owners in their capacity as owners Unit-based payments |
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| Expenserecognised- EEP E2 |
0.9 - - 0.9 |
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| LTI vested E2 |
4.1 - - 4.1 |
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| Legacy schemes vested E2 |
1.0 - - 1.0 |
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| Distributions E1 |
- - (385.5) (385.5) |
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| Total transactions with owners in their capacity as owners |
6.0 - (385.5) (379.5) |
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| Balance 30 June 2017 | 4,771.0 10.2 2,244.2 7,025.4 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
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Mirvac Property Trust and its controlled entities Consolidated statement of cash flows
For the year ended 30 June 2017
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| Note | 2017 $m |
2016 $m |
|
|---|---|---|---|
| Cash flows from operating activities Receipts from customers (inclusive of goods and services tax) 614.7 625.8 |
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| Payments to suppliers (inclusive of goods and services tax) (236.2) (230.8) |
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| 378.5 395.0 Interest received 11.3 17.6 |
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| Distributions received from joint ventures 46.0 31.9 |
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| Interest paid B3 (57.0) (58.9) |
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| Income taxpaid B5 (0.5) (0.7) |
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| Net cash inflows from operating activities H5 378.3 384.9 |
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| Cash flows from investing activities Payments for investment properties (433.7) (696.1) |
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| Proceeds from sale of investment properties 335.6 647.1 |
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| Proceeds from loans to unrelated parties 2.7 38.5 |
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| Contributions to jointventures (154.9) (0.3) |
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| Paymentsforother financialassets - (26.5) |
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| Proceeds from other financial assets 2.1 9.0 |
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| Net cash outflows from investing activities (248.2) (28.3) |
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| Cash flows from financing activities Proceeds from loans from entities related to Responsible Entity 855.0 936.0 |
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| Repayments of loans to entities related to Responsible Entity (615.3) (933.7) |
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| Proceedsfrom issued units 5.0 4.5 |
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| Distributions paid (374.1) (355.1) |
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| Net cash outflows from financing activities (129.4) (348.3) |
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| Net increase in cash and cash equivalents 0.7 8.3 |
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| Cash and cash equivalents at the beginning of the year 28.5 20.2 |
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| Cash and cash equivalents at the end of theyear 29.2 28.5 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
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Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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A BASIS OF PREPARATION
Mirvac – stapled securities
A Mirvac stapled security comprises one Mirvac Limited share ‘stapled’ to one unit in the Trust to create a single listed security traded on the ASX. The stapled securities cannot be traded or dealt with separately. Mirvac Limited (the deemed parent entity) and Mirvac Funds Limited (as Responsible Entity for MPT) have common directors and operate as Mirvac Group. Mirvac Limited and MPT have a Deed of Cooperation to recharge each other on a cost recovery basis, where permitted by law, to maintain the best interests of Mirvac as a whole.
The stapled security structure will cease to operate on the first of:
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Mirvac Limited or MPT resolving by special resolution in a general meeting, and in accordance with its Constitution, to terminate the stapled security structure; or
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Mirvac Limited or MPT commencing winding up.
The ASX reserves the right (but without limiting its absolute discretion) to remove entities with stapled securities from the official list if their securities cease to be stapled together, or either entity issues any equity securities of the same class which are not stapled.
Mirvac Limited and MPT remain separate legal entities in accordance with the Corporations Act 2001. For accounting purposes, Mirvac Limited has been deemed the parent entity of Mirvac Group.
Statement of compliance
These consolidated financial statements are general purpose financial statements. They have been prepared in accordance with Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board, the Corporations Act 2001 and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
The consolidated entity is a for-profit entity for the purpose of preparing the financial statements.
Basis of preparation
These financial statements have been prepared on a going concern basis, using historical cost conventions except for:
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investment properties, investment properties under construction, derivative financial instruments and other financial assets and financial liabilities which have been measured at fair value; and
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assets held for sale which are measured at lower of carrying value and fair value less costs to sell.
All figures in the financial statements are presented in Australian dollars and have been rounded off to the nearest tenth of a million dollars in accordance with ASIC Corporations Instrument 2016/191, unless otherwise indicated.
Where necessary, comparative information has been restated to conform to the current year’s disclosures.
Critical accounting estimates and judgements
The preparation of financial statements requires estimation and judgement. The areas involving a higher degree of estimation or judgement are discussed in the following notes:
| Note | Note | ||
|---|---|---|---|
| Revenue B2 Fair value measurement of financial instruments D4 |
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| Investment properties C1 Goodwill F3 |
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| Investments in joint ventures C2 |
New and amended standards adopted by the Trust
The new and amended standards adopted by the consolidated entity for the year ended 30 June 2017 have not had a significant impact on the current period or any prior period and are not likely to have a significant impact in future periods.
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Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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New standards not yet adopted
Certain new accounting standards have been published that are not mandatory for 30 June 2017 reporting periods and have not been early adopted by the Trust. The Trust’s assessment of the impact of these new standards is set out below:
| Accounting standard | Nature of change | Impact on financial statements | Mandatory application date/expected adoption date |
|---|---|---|---|
| AASB 9_Financial_ Instruments AASB 9 addresses the classification, measurement and derecognition of financial assets, financial liabilities and hedging. The Trust does not expect a material impact to the Trust’s accounting for financial instruments. Mandatory for financial years commencing on or after 1 January 2018. The Trust will be required to adopt AASB 9 for the year ending 30 June 2019, and it will be applied retrospectively. |
|||
| AASB 15_Revenue_ from Contracts with Customers AASB 15 is based on the principle that revenue is recognised when control of a good or service is transferred to a customer. AASB 15 will not impact on investment properties rental revenue, as the revenue is accounted for under AASB 117_Leases_. AASB 15 permits either a full retrospective or a modified retrospective approach for adoption. The new standard will have minimal impact on the Trust’s property rental revenue. Currently, property rental revenue is recognised on a straight- line basis over the lease term. Recognition will remain the same for these income streams under the new standard. Mandatory for financial years commencing on or after 1 January 2018, with early adoption permitted. The Trust expects to adopt this standard for the year ending 30 June 2019. |
|||
| AASB 16_Leases_ AASB 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases. This standard will predominantly affect lessees, bringing all major leases on balance sheet. As the Trust operates mainly as a lessor, the standard is not expected to impact the Trust’s accounting for leases significantly. Mandatory for financial years commencing on or after 1 January 2019. Early adoption permitted if AASB 15 is also adopted. The Trust expects to adopt this standard for the year ending 30 June 2020. |
15
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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B RESULTS FOR THE YEAR
…………………………………………………………………………………………………
This section explains the results and performance of the consolidated entity, including detailed breakdowns and analysis.
B1 SEGMENT INFORMATION
Following the comprehensive revision of the Group’s operating model, effective 1 July 2015, the consolidated entity is a single segment for reporting to the Executive Leadership Team (ELT). The ELT are the chief operating decision makers of the consolidated entity.
The consolidated entity operates predominantly in Australia. No single customer in the current or prior year provided more than 10 per cent of the consolidated entity’s revenue.
B2 REVENUE
The consolidated entity’s revenue is principally property rental revenue. Property rental revenue comes from holding properties as investment properties and earning rental yields over time.
Revenue is measured at the fair value of the consideration received or receivable, net of returns, trade allowances and duties and taxes paid. The consolidated entity recognises revenue when it can be reliably measured and payment is probable.
Property rental revenue is recognised on a straight-line basis over the term of the lease net of any incentives.
| 2017 $m |
2016 $m |
|
|---|---|---|
| Revenue | ||
| Propertyrental revenue 565.0 576.3 |
||
| Interest revenue 11.3 17.4 |
||
| Other revenue 0.8 1.0 |
||
| Total revenue 577.1 594.7 |
||
| Net gain on sale of assets | ||
| Netgain on sale of investmentproperties 0.3 42.0 |
||
| Total netgain on sale of assets 0.3 42.0 |
||
| Gain on foreign exchange and financial instruments | ||
| Foreign exchangegain on borrowings 0.5 - |
||
| Gain on revaluation of units in unlisted funds 1.6 - |
||
| Totalgain on foreign exchange and financial instruments 2.1 - |
16
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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B3 EXPENSES
Investment properties expenses and outgoings
Expenses and outgoings include rates and taxes and are recognised on an accruals basis.
| 2017 $m |
2016 $m |
|
|---|---|---|
| Profit before income tax includes the following specific expenses: Interest paid/payable 57.0 58.9 |
||
| Borrowing costs capitalised (4.0) (6.6) |
||
| Total finance costs 53.0 52.3 |
||
| Foreign exchange loss on borrowings - 0.7 |
||
| Loss on revaluation of units in unlisted funds - 5.7 |
||
| Total loss on foreign exchange and financial instruments - 6.4 |
B4 EVENTS OCCURRING AFTER THE END OF THE YEAR
No circumstances have arisen since the end of the year which 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 future years.
B5 INCOME TAX
Most of the consolidated entity’s profit is earned by trusts which are not subject to taxation. Income from the trusts is instead attributed to unitholders who pay income tax at their marginal tax rates.
Tax allowances for depreciation are distributed to the stapled unitholders as a tax deferred component of the distribution.
The Trust has a controlled entity based in the USA which is subject to Federal and State taxes in the USA. The tax expense relates to the USA controlled entity.
| 2017 $m |
2016 $m |
|
|---|---|---|
| Current tax expense in the USA 0.5 0.7 |
||
| Deferred tax expense in the USA 3.0 - |
||
| Total income tax expense 3.5 0.7 |
17
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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C PROPERTY
…………………………………………………………………………………………………
This section includes investment properties, investments in joint venture arrangements and assets held-for-sale. It represents the core assets of the business and drives the value of the consolidated entity.
C1 INVESTMENT PROPERTIES
The consolidated entity holds a property portfolio for long term rental yields and capital appreciation. Depending on the specific
Investment properties
Investment properties are properties owned by the consolidated entity. Investment properties include investment properties under construction, which will become investment properties once construction is completed.
The consolidated entity accounts for its investment properties at fair value and revaluations are recognised as other income. The fair value movements are non-cash and do not affect the consolidated entity’s distributable income.
Judgement in fair value estimation
Fair value is based on the highest and best use of an asset - for all of the consolidated entity’s property portfolio, the existing use is its highest and best use.
The fair values of properties are calculated using a combination of market sales comparison, discounted cash flow and capitalisation rate. To assist with calculating reliable estimates, the consolidated entity uses external valuers on a rotational basis. Approximately half of the portfolio is externally valued each year with management internally estimating the fair value of the remaining properties.
The fair values are a best estimate but may differ to the actual sales price if the properties were to be sold. The key judgements for each valuation method are explained below:
Market sales comparison: Utilises recent sales of comparable properties, adjusted for any differences including the nature, location and lease profile;
Discounted cash flow (DCF): Projects a series of cash flows over the property’s life and a terminal value, discounted using a discount rate to give the present value.
The projected cash flows incorporate expected rental income (based on contracts or market rates), operating costs, lease incentives, lease fees, capital expenditure, and a terminal value from selling the property. The terminal value is calculated by applying the terminal yield to the net market income. The discount rate is a market rate reflecting the risk associated with the cash flows, the nature, location and tenancy profile of the property relative to comparable investment properties and other asset classes; and
Capitalisation rate: Capitalises the fully-leased net income for a property into perpetuity at an appropriate capitalisation rate.
The fully-leased net income is based on contracted rents, market rents, operating costs and future income on vacant space. The capitalisation rate reflects the nature, location and tenancy profile of the property together with current market evidence and sales of comparable properties.
There generally is not an active market for investment properties under construction so fair value is measured using DCF or residual valuations. DCF valuations for investment properties under construction are as described above but also consider the costs and risks of completing construction and letting the property.
Residual: Estimates the value of the completed project, less the remaining development costs which include construction, finance costs and an allowance for developer’s risk and profit. This valuation is then discounted back to the present value.
The key inputs and sensitivity to changes are explained below.
Lease incentives
The carrying amount of investment properties includes lease incentives provide to customers. Lease incentives are deferred and recognised on a straight-line basis over the lease term as a reduction of property rental income.
18
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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C1 INVESTMENT PROPERTIES (continued)
Reconciliation of carrying amount of investment properties
| 2017 | 2016 | |
|---|---|---|
| Total | Total | |
| $m | $m | |
| Balance 1 July 7,060.7 6,475.9 |
||
| Expenditure capitalised 314.8 382.9 |
||
| Acquisitions 106.3 337.6 |
||
| Disposals (343.7) (599.2) |
||
| Net revaluation gains from fair value adjustments 500.3 500.4 |
||
| Exchange differences ontranslationof foreignoperations (1.6) 1.5 |
||
| Amortisation of lease fitout incentives, leasing costs and rent incentives (40.4) (38.4) |
||
| Balance 30 June 7,596.4 7,060.7 |
||
| Total investmentproperties 7,427.1 6,892.7 |
||
| Total investmentproperties under construction 169.3 168.0 |
Fair value measurement and valuation basis
Investment properties are measured as Level 3 financial instruments. Refer to note D4 for explanation of the levels of fair value measurement.
The DCF, capitalisation rate and residual valuation methods all use unobservable inputs in determining fair value; ranges of the inputs are included below:
| Sector | Inputs used to measure fair value | Inputs used to measure fair value | Inputs used to measure fair value | Inputs used to measure fair value | Inputs used to measure fair value | |
|---|---|---|---|---|---|---|
| Level 3 Fair value |
Net market income |
10-year compound annual growth rate |
Capitalisation rate |
Terminal yield |
Discount rate |
|
| $m | $/sqm | % | % | % | % | |
| 2017 | ||||||
| Office | 4,291.4 342-1,410 2.72-3.95 5.00-8.25 5.25-8.50 6.75-8.50 |
|||||
| Industrial | 664.9 52-393 2.00-3.00 6.25-7.75 6.50-8.00 7.25-8.25 |
|||||
| Retail | 2,640.1 214-1,361 2.58-4.36 4.75-7.00 5.00-7.25 7.75-9.00 |
|||||
| 2016 | ||||||
| Office | 3,820.9 325-1,590 0.00-3.75 5.38-9.50 5.75-10.00 7.13-9.50 |
|||||
| Industrial | 578.8 52-225 2.50-3.50 6.50-7.75 7.00-8.00 7.75-8.25 |
|||||
| Retail | 2,661.0 225-1,524 3.00-4.40 5.25-7.00 5.50-7.25 7.75-9.00 |
Movement in any of the unobservable inputs is likely to have an impact on the fair value of investment property. The higher the net market income or 10-year compound annual growth rate, the higher the fair value. The higher the capitalisation rate, terminal yield or discount rate, the lower the fair value.
Future committed operating lease receipts
Property rental revenue is accounted for as operating leases. The revenue and expenses are recognised in the consolidated SoCI on a straight-line basis over the lease term. Payments for operating leases are made net of any lease incentives.
The future receipts are shown as undiscounted contractual cash flows.
| 2017 | 2016 | |
|---|---|---|
| $m | $m | |
| Future operating lease receipts as a lessor Withinone year 448.1 416.8 |
||
| Betweenone andfive years 1,319.7 1,329.5 |
||
| Laterthan five years 792.3 1,071.8 |
||
| Total future operating lease receipts as a lessor 2,560.1 2,818.1 |
19
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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C2 INVESTMENTS IN JOINT VENTURES
A joint venture (JV) is an arrangement where the Trust has joint control over the activities and joint rights to the net assets. Refer to note G1 for details on how the Trust decides if it controls an entity.
The Trust initially records JV at the cost of the investment and subsequently accounts for them using the equity method. Under the equity method, the Trust’s share of the JV’s profit or loss is added to/deducted from the carrying amount each year. Distributions received or receivable are recognised by reducing the carrying amount of the JV.
When transactions between the Trust and its JV create an unrealised gain, the consolidated entity eliminates the unrealised gain relating to the Trust’s proportional interest in the JV. Unrealised losses are eliminated in the same way unless there is evidence of impairment, in which case the loss is realised.
Judgement in testing for impairment of investments in JV
JV are tested for impairment at the end of each year, and impaired if necessary, by comparing the carrying amount to the recoverable amount. The recoverable amount is calculated as the estimated present value of future distributions to be received from the JV and from its ultimate disposal.
At 30 June 2017, none of the investments in JV is considered to be impaired (2016: nil).
All JV are established or incorporated in Australia.
The table below provides summarised financial information for those JV that are significant to the Trust. The information below reflects the total amounts presented in the financial statements of the relevant JV and not the Trust’s share. The information has been amended to reflect any unrealised gains or losses on transactions between the Trust and its JV.
| Joynton North Property Trust |
Joynton North Property Trust |
Mirvac 8 Chifley Trust |
Mirvac 8 Chifley Trust |
Mirvac (Old Treasury) Trust |
Mirvac (Old Treasury) Trust |
Tucker Box Hotel Group |
Tucker Box Hotel Group |
**Total ** | **Total ** | |
|---|---|---|---|---|---|---|---|---|---|---|
| 2017 $m |
2016 $m |
2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| $m | $m | $m | $m | $m | $m | $m | $m | |||
| Principal activities Property investment Property investment Property investment Hotel investment Summarised SoFP Cash and cash equivalents 1.9 - 2.1 0.2 5.9 5.6 3.6 3.3 13.5 9.1 |
||||||||||
| Other current assets 1.1 - 0.5 2.1 1.1 1.6 7.1 6.9 9.8 10.6 |
||||||||||
| Total current assets 3.0 - 2.6 2.3 7.0 7.2 10.7 10.2 23.3 19.7 |
||||||||||
| Total non-current assets 310.2 - 460.0 411.5 418.8 408.6 581.6 506.8 1,770.6 1,326.9 |
||||||||||
| Current financial liabilities (excluding trade payables) - - - - - 2.2 - 9.2 - 11.4 |
||||||||||
| Other current liabilities 2.5 - 3.0 2.5 6.7 4.8 10.5 2.3 22.7 9.6 |
||||||||||
| Total current liabilities 2.5 - 3.0 2.5 6.7 7.0 10.5 11.5 22.7 21.0 |
||||||||||
| Non-current financial liabilities (excluding trade payables) - - - - - - 173.0 169.8 173.0 169.8 |
||||||||||
| Other non-current liabilities - - - - - - 1.2 0.8 1.2 0.8 |
||||||||||
| Total non-current liabilities - - - - - - 174.2 170.6 174.2 170.6 |
||||||||||
| Net assets 310.7 - 459.6 411.3 419.1 408.8 407.6 334.9 1,597.0 1,155 |
||||||||||
| Trust’s share of net assets (%) 49.9 - 50.0 50.0 50.0 50.0 49.0 49.0 |
||||||||||
| Trust’s share of net assets ($) 155.5 - 229.8 205.6 209.6 204.3 199.7 164.1 794.6 574.0 |
||||||||||
| Carrying amount in SoFP 155.5 - 229.8 205.6 209.6 204.3 199.7 164.1 794.6 574.0 |
20
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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C2 INVESTMENTS IN JOINT VENTURES (continued)
| Joynton North Property Trust |
Joynton North Property Trust |
Mirvac 8 Chifley Trust |
Mirvac 8 Chifley Trust |
Mirvac (Old Treasury) Trust |
Mirvac (Old Treasury) Trust |
Tucker Box Hotel Group |
Tucker Box Hotel Group |
**Total ** | **Total ** | |
|---|---|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | |
| Summarised SoCI | ||||||||||
| Revenue | 22.6 - 77.1 59.9 40.3 95.4 115.8 56.4 255.8 211.7 |
|||||||||
| Interest income | - - - - - 0.6 0.1 0.1 0.1 0.7 |
|||||||||
| Depreciation and amortisation |
2.0 - - - - - - - 2.0 - |
|||||||||
| Interest expense | - - - - - - 7.3 7.4 7.3 7.4 |
|||||||||
| Income taxexpense | - - - - - - 0.1 0.2 0.1 0.2 |
|||||||||
| **Profit after tax ** | 13.7 - 72.7 55.5 34.8 91.4 106.0 46.7 227.2 193.6 |
|||||||||
| Total comprehensive income |
13.7 - 72.7 55.5 34.8 91.4 106.0 46.7 227.2 193.6 |
|||||||||
| Trust’s share of profit after tax (%) |
49.9 - 50.0 50.0 50.0 50.0 49.0 49.0 |
|||||||||
| Trust’s share of profit after tax ($m) |
6.8 - 36.4 27.7 17.4 45.7 51.9 22.9 112.5 96.3 |
|||||||||
| Distributions received/receivable from JVs |
6.3 - 12.2 11.7 12.3 7.7 16.4 13.9 47.2 33.3 |
Capital expenditure commitments
At 30 June 2017, the Trust’s share of its JV’s capital commitments which have been approved but not yet provided for was $nil (2016: $nil).
21
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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D CAPITAL STRUCTURE AND RISKS
This section outlines the market, credit and liquidity risks that the consolidated entity is exposed to and how it manages these risks. Capital comprises unitholders’ equity and net debt (borrowings less cash).
D1 CAPITAL MANAGEMENT
The consolidated entity’s objectives when managing capital are to safeguard Group’s ability to continue as a going concern, so that it can provide returns to unitholders and aim to address the credit, liquidity and market risks whilst also meeting the Group’s strategic objectives.
The consolidated entity’s capital structure is monitored at the Group level. The Group seeks to maintain an investment grade credit rating of BBB+ to reduce the cost of capital and diversify its sources of debt capital. The Group’s target gearing ratio is between 20 percent and 30 percent.
If the Group wishes to change its gearing ratio, it could adjust its dividends/distributions, issue new equity (or buy back shares), or sell property to repay borrowings.
At 30 June 2017, the Group was in compliance with all regulatory and debt covenant ratios.
D2 BORROWINGS AND LIQUIDITY
The consolidated entity borrows using loans from related parties.
There are two loan facilities from related parties totalling $2,031.9m (2016: $2,033.0m):
-
a $2,000.0m facility which can be drawn in Australian or US dollars and expires on 18 December 2023. Interest accrues at the related party’s cost of financing from their borrowing facilities, calculated including associated derivative financial instruments;
-
a US$24.6m facility which expires on 7 December 2017. Interest accrues at USD LIBOR plus 1.25% per annum; and
-
• at 30 June 2017, $762.8m (2016: $1,002.3m) was undrawn on the facilities.
| 2017 | 2017 | 2017 | 2017 | 2017 | 2016 | 2016 | 2016 | 2016 | 2016 | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Floating interest rate |
Fixed interest maturing in: | Total | Floating interest rate |
Fixed interest maturing in: | Total | |||||||
| Less than 1 year |
1 to 2 years |
2 to 5 years |
Over 5 years |
Less than 1 year |
1 to 2 years |
2 to 5 years |
Over 5 years |
|||||
| $m | **$m ** | $m | $m | $m | $m | $m | $m | $m | $m | $m | $m | |
| Loans from related party |
1,269.1 | - - - - 1,269.1 1,030.7 |
- - - - 1,030.7 |
Borrowings are initially recognised at fair value, net of transaction costs. Borrowings are subsequently measured at amortised cost using the effective interest rate method. The fair value of borrowings is considered to approximate their carrying amount as the interest rates are variable.
The table below details the carrying amount and fair value of borrowings of Mirvac Group. These amounts do not represent the facilities of the consolidated entity but are relevant to the consolidated entity as this profile determines the facilities used to calculate the related party’s cost of funds, which are then used as a basis for the interest on the consolidated entity’s borrowings from the related party.
| 2017 | 2017 | 2017 | 2017 | 2016 | 2016 | 2016 | 2016 | |
|---|---|---|---|---|---|---|---|---|
| Current | Non-current | Total carrying amount |
Total fair value |
Current | Non-current | Total carrying amount |
Total fair value |
|
| $m | $m | $m | $m | $m | $m | $m | $m | |
| Unsecured bank facilities Bank loans - 756.6 756.6 756.6 - 867.4 867.4 867.0 |
||||||||
| Bonds 200.0 2,008.4 2,208.4 2,182.4 604.0 1,343.6 1,947.6 2,090.0 |
||||||||
| 200.0 2,765.0 2,965.0 2,939.0 604.0 2,211.0 2,815.0 2,957.0 |
||||||||
| Undrawn bank facilities 643.4 833.0 |
22
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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D2 BORROWINGS AND LIQUIDITY (continued)
The following table sets out the Group’s net exposure to interest rate risk by maturity periods. These amounts do not represent the facilities of the consolidated entity but are relevant to the consolidated entity as this profile determines the facilities used to calculate the related party’s cost of funds, which is then used as a basis for the interest on the consolidated entity’s borrowings from the related party. Exposures arise predominantly from liabilities bearing variable interest rates as the Group intends to hold fixed rate liabilities to maturity.
| 2017 | 2017 | 2017 | 2017 | 2017 | 2016 | 2016 | 2016 | 2016 | 2016 | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Floating interest rate |
Fixed interest maturing in: | Total | Floating interest rate |
Fixed interest maturing in: | Total | |||||||
Less than 1 year |
1 to 2 year s |
2 to 5 years |
Over 5 years |
Less than 1 year |
1 to 2 years |
2 to 5 year s |
Over 5 years |
|||||
| $m | $m | $m | $m | $m | $m | $m | $m |
$m | $m | $m | $m | |
| Bank loans | 756.6 | - - - - 756.6 867.5 |
- - - - 867.5 |
|||||||||
| Bonds | 1,415.9 | - - 200.0 525.0 2,140.9 1,079.7 |
235.0 200.0 200.0 125.0 1,839.7 |
|||||||||
| Interest rate swaps |
(1,400.0) | 200.0 200.0 600.0 400.0 - (1,300.0) |
- 100.0 500.0 700.0 - |
|||||||||
| **Total ** | 772.5 | 200.0 200.0 800.0 925.0 2,897.5 647.2 |
235.0 300.0 700.0 825.0 2,707.2 |
The fair value of the bank loans is considered to approximate their carrying amount; although some loans have fixed interest rates, the impact is immaterial. The fair value of the bonds is calculated as the expected future cash flows discounted by the relevant current market rates.
D3 FINANCIAL RISK MANAGEMENT
The consolidated entity’s activities expose it to a variety of financial risks including market risk, credit risk and liquidity risk. The consolidated entity seeks to minimise the potential impact of these financial risks on financial performance, for example by using derivative financial instruments to protect against interest rate and foreign exchange risk.
Financial risk management is carried out by a central treasury department (Mirvac Group Treasury) under policies approved by the Board. The Board provides overall risk management principles and policies covering specific areas. Mirvac Group Treasury identifies, evaluates, reports and manages financial risks in close cooperation with the consolidated entity in accordance with Board policy.
A summary of the Group’s key risks identified, exposures and management of exposures is detailed in the table below:
| Risk | Definition | Exposures arising from | Management of exposures |
|---|---|---|---|
| Market risk - interest rate The risk that the fair value or cash flows of financial instruments will fluctuate due to changes in market interest rates • Borrowings issued at variable rates • Derivatives • The loans from related party have variable interest rates which are mainly based on the related party’s cost of borrowing. • The related party manages cash flow interest rate risk through some borrowings at fixed rates and also using derivatives to convert some variable rate borrowings to fixed rate exposures. • Mirvac does not manage the fair value risk for debt instruments from interest rates as it does not have an impact on the cash flows paid by the business. • Refer to note D2 for details on the interest rate exposure for borrowings. |
|||
| Market risk - foreign exchange The risk that the fair value of a financial commitment, asset or liability will fluctuate due to changes in foreign exchange rates • Bonds denominated in US dollars • Receipts and payments which are denominated in other currencies • Cross currency interest rate swaps to convert US dollar borrowings to Australian dollar exposures. • Foreign currency borrowings as a natural hedge for foreign operations. • The consolidated entity’s exposure to foreign exchange risk is insignificant. |
|||
| Market risk - price The risk that the fair value of other financial assets at fair value through profit or loss will fluctuate due to changes in the underlying share/unit price • Other financial assets at fair value through profit or loss, with any resultant gain or loss recognised in other comprehensive income • The consolidated entity is exposed to minimal price risk and so does not manage the exposures. |
23
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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D3 FINANCIAL RISK MANAGEMENT (continued)
| Risk | Definition | Exposures arising from | Management of exposures |
|---|---|---|---|
| Credit risk The risk that a counterparty will not make payments to the consolidated entity as they fall due • Cash and cash equivalents • Receivables • Derivative financial assets • Other financial assets • Setting credit limits and obtaining collateral as security (where appropriate). • Diversified trading spread across large financial institutions with investment grade credit ratings. • Regularly monitoring the exposure to each counterparty and their credit ratings. • Refer to note F1 for details on credit risk exposure on receivables. The consolidated entity deems the exposure to credit risk as immaterial for all other classes of financial assets and liabilities. |
|||
| Liquidity risk The risk that the consolidated entity will not be able to meet its obligations as they fall due • Payables • Borrowings • Derivative financial liabilities • Regular forecasts of the consolidated liquidity requirements. Surplus funds are only invested in highly liquid instruments. • Availability of cash, marketable securities and committed credit facilities. |
Market risk - interest rate risk
In relation to Mirvac Group, borrowings issued at variable rates expose Mirvac to cash flow interest rate risk. Borrowings issued at fixed rates expose Mirvac to fair value interest rate risk. The Group’s policy is to have a minimum of 40 percent and a maximum of 80 percent of borrowings subject to fixed or capped interest rates. This policy was complied with at the end of the year. Mirvac manages its cash flow interest rate risk by using interest rate derivatives, thereby maintaining fixed rate exposures within the policy range. Such interest rate derivatives have the economic effect of converting borrowings from floating rates to fixed or capped rates or vice versa.
Sensitivity analysis
This sensitivity analysis shows the impact on profit after tax and equity if Australian interest rates and USD:AUD exchange rates changed by 50 basis points (bp).
| Total impact on profit after tax and equity |
2017 | 2017 | 2016 | 2016 |
|---|---|---|---|---|
| 50 bp | 50 bp | 50 bp | 50 bp | |
$m |
$m |
$m |
$m |
|
| Changes in: Australian interest rates |
$6.3m decrease $6.3m increase $6.2m decrease $6.2m increase |
|||
| USD:AUD exchange rate | Immaterial Immaterial Immaterial Immaterial |
Based on current exposures, there is no material foreign exchange sensitivity in the consolidated entity.
Liquidity risk
Maturities of financial liabilities
The consolidated entity’s maturity of financial liabilities is provided in the following table. The amounts disclosed in the table are the contractual undiscounted cash flows:
| 2017 | 2017 | 2016 | 2016 | |
|---|---|---|---|---|
| Maturing in: | Total | Maturing in: | Total | |
| Less than 1 year 1 to 2 years 2 to 5 years Over 5 years |
Less than 1 year 1 to 2 years 2 to 5 years Over 5 years |
|||
| $m $m $m $m |
$m | $m $m $m $m |
$m | |
| Payables | 144.2 - - - 144.2 |
201.1 - - - 201.1 |
||
| Borrowings | 83.0 65.0 214.9 1,359.9 1,722.8 |
18.6 42.3 55.9 1,060.0 1,176.8 |
||
| 227.2 65.0 214.9 1,359.9 1,867.0 |
219.7 42.3 55.9 1,060.0 1,377.9 |
24
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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D4 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
-
The consolidated entity measures various financial assets and liabilities at fair value which, in some cases, may be subjective and depend on the inputs used in the calculations. The different levels of measurement are described below:
-
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
Level 2: not traded in an active market but calculated with significant inputs coming from observable market data; and
-
• Level 3: significant inputs to the calculation that are not based on observable market data (unobservable inputs).
The consolidated entity holds no Level 1 or Level 2 financial instruments.
The methods and assumptions used to estimate the fair value of financial instruments are as follows:
Other financial assets
Other financial assets includes unlisted securities, convertible notes receivable and loan notes. The carrying value of other financial assets is equal to the fair value; refer to note F2 for further details.
Unlisted securities are traded in inactive markets. The fair value of investments that are not traded in an active market is determined by the unit price as advised by the trustee of the fund. The fair value of the security is determined based on the value of the underlying assets held by the fund. The assets of the fund are subject to regular external valuations. These valuations are based on discounted net cash inflows from expected future income and/or comparable sales of similar assets. Appropriate discount rates determined by the external valuer are used to determine the present value of the net cash inflows based on a market interest rate adjusted for the risk premium specific to each asset. The fair value is determined using valuation techniques that are not supported by prices from an observable market; so, the fair value recognised in the consolidated financial statements could change significantly if the underlying assumptions made in estimating the fair values were significantly changed.
The fair value of convertible notes receivable and loan notes is calculated based on the expected cash inflows. Expected cash inflows are determined based on the development management agreement and vendor financing agreement with fixed repayment terms based on fixed interest rate and agreed project costs.
The following table summarises the financial instruments measured and recognised at fair value on a recurring a basis:
| Note Financial assets carried at fair value Units in unlisted funds F2 Other financialassets F2 |
2017 | 2017 | 2017 | 2016 | 2016 | 2016 | 2016 | |
|---|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |
$m |
$m | $m | **$m ** | $m | $m | $m | $m | |
| - - 24.2 |
24.2 - - 23.5 23.5 |
|||||||
| - - 130.4 |
130.4 - - 130.4 130.4 |
|||||||
| - - 154.6 |
154.6 - - 153.9 153.9 |
The following table presents a reconciliation of the carrying value of Level 3 instruments (excluding investment properties which are shown in note C1):
| 2017 | 2017 | 2016 | 2016 | |
|---|---|---|---|---|
| Unlisted securities **$m ** |
Other financial assets **$m ** |
Unlisted securities $m |
Other financial assets $m |
|
| Balance 1 July | 23.5 130.4 11.3 264.6 |
|||
| Acquisitions | - - 26.6 - |
|||
| Gain/(loss) on revaluation recognised in loss on foreign exchange and financial instruments |
1.6 - (5.7) - |
|||
| Conversionto equityinJV | - - - (95.7) |
|||
| Repayment | - - - (38.5) |
|||
| Returnofcapital | (0.9) - (8.7) - |
|||
| Balance 30 June | 24.2 130.4 23.5 130.4 |
25
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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E EQUITY
This section includes distributions, unitholders’ equity and reserves. It represents how the consolidated entity raised equity from unitholders in order to finance activities both now and in the future. …
……………………
E1 DISTRIBUTIONS
Half-yearly ordinary distributions paid/payable per stapled security were as follows:
| Distribution | Date | Total amount | |
|---|---|---|---|
| (cents) | paid/payable | $m | |
| Distributions for the year ended 30 June 2017 | |||
| 31 December 2016 | 4.90 | 28 Feb 2017 | 181.6 |
| 30 June 2017 | 5.50 | 31 Aug 2017 | 203.9 |
| **Total distribution ** | 10.40 | 385.5 | |
| Distributions for the year ended 30 June 2016 | |||
| 31 December 2015 | 4.70 | 29Feb2016 | 174.0 |
| 30 June 2016 | 5.20 | 30 Aug 2016 | 192.5 |
| Total distribution | 9.90 | 366.5 |
E2 CONTRIBUTED EQUITY
Ordinary units are classified as equity. Each ordinary unit entitles the holder to receive distributions when declared, and one vote per unit at securityholders’ meetings on polls and proceeds on wind up of the Trust in proportion to the number of units held.
When new units or options are issued, the directly attributable incremental costs are deducted from equity.
Movements in paid up equity
| 2017 | 2017 | 2016 | 2016 | |
|---|---|---|---|---|
| No. units m |
Units **$m ** |
No. units m |
Units $m |
|
| Balance 1 July | 3,699.1 4,765.0 3,694.4 4,758.6 |
|||
| Stapled units issued under Employee Exemption Plan (EEP) |
0.4 0.9 0.5 0.9 |
|||
| Long term performance plan (LTP), long term incentive plan (LTIP) and EIS stapled units converted, sold, vested or forfeited |
3.4 4.1 3.6 3.7 |
|||
| Legacy schemes vested | 0.4 1.0 0.6 1.8 |
|||
| Balance 30 June | 3,703.3 4,771.0 3,699.1 4,765.0 |
The number of stapled units issued as listed on the ASX at 30 June 2017 was 3,705.6m (2016: 3,701.7m) which includes 2.3m of stapled units issued under the LTI plan and EIS (2016: 2.6m). Units issued to employees under the Mirvac LTI plan and EIS are accounted for as options and are recognised, by Mirvac Group in the security-based payments reserve, not in contributed equity.
26
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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E3 RESERVES
Foreign currency translation reserve
The consolidated entity has a controlled entity which holds an investment property in the USA and its functional currency is US dollars. The assets and liabilities are translated to Australian dollars using the exchange rate at the end of the year; income and expenses are translated using an average exchange rate for the year. All exchange differences are recognised in other comprehensive income and the foreign currency translation reserve.
Non-controlling interests (NCI) reserve
The NCI reserve was used to record the discount received on acquiring the non-controlling interest in Mirvac Real Estate Investment Trust during December 2009.
| **$m ** | Capital reserve | Foreign currency translation reserve |
NCI reserve | Total reserves |
|---|---|---|---|---|
| Balance 1 July2015 (1.4) 5.0 6.8 10.4 |
||||
| Foreign currency translation differences - 0.7 - 0.7 |
||||
| Balance 30 June 2016 (1.4) 5.7 6.8 11.1 |
||||
| Foreign currency translation differences - (0.9) - (0.9) |
||||
| Balance 30 June 2017 (1.4) 4.8 6.8 10.2 |
27
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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F OPERATING ASSETS AND LIABILITIES
F1 RECEIVABLES
Receivables are initially recognised at fair value. Receivables are subsequently measured at amortised cost using the effective interest rate method, less provision for impairment if required. Due to the short term nature of current receivables, their carrying amount (less impairment provision) is assumed to be the same as their fair value. For the majority of the non-current receivables, the carrying amount is also not significantly different to their fair value.
Collectability of receivables is reviewed on an ongoing basis. A provision for impairment is recognised when there is objective evidence that collection of the receivable is doubtful. The provision is calculated as the difference between the carrying amount and the estimated future repayments, discounted at the effective interest rate where relevant. Receivables which are known to be uncollectable are written off.
| 2017 | 2017 | 2017 | 2017 | 2017 | 2017 | 2016 | 2016 | 2016 | 2016 | 2016 | 2016 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross | Provision for impairment |
Net | Gross | Provision for impairment |
Net | ||||||||
| $m | $m | $m | $m | $m | $m | ||||||||
| Current Tradereceivables 2.5 (0.4) 2.1 3.5 (0.5) 3.0 |
|||||||||||||
| Accrued income 13.0 - 13.0 13.5 - 13.5 |
|||||||||||||
| Other receivables 1.0 - 1.0 4.7 - 4.7 |
|||||||||||||
| Total current receivables 16.5 (0.4) 16.1 21.7 (0.5) 21.2 |
|||||||||||||
| Non-current Other receivables 0.7 - 0.7 2.8 - 2.8 |
|||||||||||||
| Total non-current receivables 0.7 - 0.7 2.8 - 2.8 |
|||||||||||||
| Total receivables 17.2 (0.4) 16.8 24.5 (0.5) 24.0 |
|||||||||||||
| Days past due | |||||||||||||
| Not past due | 1 -30 | 31 -60 | 61 -90 | 91 - 120 | Over 120 | **Total ** | |||||||
| 2017 | |||||||||||||
| Total receivables 16.0 0.4 0.4 - 0.1 0.3 17.2 |
|||||||||||||
| Provision for impairment - - - - (0.1) (0.3) (0.4) |
|||||||||||||
| 2016 | |||||||||||||
| Total receivables 22.4 1.2 0.3 0.2 0.1 0.2 24.4 |
|||||||||||||
| Provision for impairment - - - (0.1) (0.1) (0.3) (0.5) |
The consolidated entity does not have any significant credit risk exposure to a single customer. The consolidated entity holds collateral over receivables of $124.3m (2016: $123.7m). The collateral held equals the carrying amount of the relevant receivables. Refer to note D4 for further details on the consolidated entity’s exposure to, and management of, credit risk.
F2 OTHER FINANCIAL ASSETS
Units in unlisted funds
The Trust may hold units in unlisted funds which do not give the Trust control, as explained in note G1, or significant influence, as explained in note C2. These units are accounted for at fair value. Distributions received are recognised in revenue and any changes in fair value are recognised in the gain or loss on foreign exchange and financial instruments in the consolidated SoCI.
Units in unlisted funds are traded in inactive markets and therefore the fair value is estimated based on the value of the underlying assets held by the funds. The underlying assets of the funds are valued by external valuers based on market sales comparison and/or discounted cash flows. Refer to note C1 for details of these valuation methods.
Convertible notes
Convertible notes were issued by Mirvac (Old Treasury) Trust, a JV, of the consolidated entity to fund the joint venture’s investment properties under construction. On 30 November 2015, these convertible notes were converted into equity and the consolidated entity’s investment in the JV has increased by the value of the convertible notes held.
28
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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F2 OTHER FINANCIAL ASSETS (continued)
Loan notes
Loan notes were issued as partial payment for the sale of non-aligned assets during the 2015 financial year. The loan notes were reclassified to current during the year in accordance with the loan note agreement.
Refer to note D4 for information about the methods and assumptions used in determining the fair value loan notes.
Impairment
Collectability of other financial assets is reviewed on the same basis as receivables. Refer to note F1 for details.
| 2017 $m |
2016 $m |
|
|---|---|---|
| Current Units in unlisted funds 0.2 2.2 Loan notes issued by unrelated parties 130.4 - |
||
| Total current other financial assets 130.6 2.2 |
||
| Non-current Loan notes issued by unrelated parties - 130.4 Units in unlisted funds 24.0 21.3 |
||
| Total non-current other financial assets 24.0 151.7 |
F3 GOODWILL
| 2017 | 2016 | |
|---|---|---|
| $m | $m | |
| Balance 1 July 42.8 42.8 |
||
| Balance 30 June 42.8 42.8 |
Impairment testing
Goodwill is tested annually for impairment. For the purpose of assessing impairment, assets are grouped at the lowest levels for which goodwill is monitored for internal management purposes and allocated to cash generating units (CGU). The allocation is made to groups of CGU identified according to operating segments.
An asset is impaired if the recoverable amount, calculated as the value in use and the fair value less costs to sell, is less than its carrying amount.
The CGU of the consolidated entity is investment property; the value in use is the discounted present value of estimated cash flows from net rental revenue that the CGU will generate. The cash flow projections are based on forecasts covering a 10-year period. AASB 136 Impairment of Assets recommends that cash flow projections should cover a maximum period of five years, unless a longer period can be justified. As the cash flow projections used for budgeting and forecasting are based on long term, predictable and quantifiable leases, with renewal assumptions based on sector and industry experience, management is comfortable that a 10-year cash flow projection is more appropriate. The key assumptions used to determine the forecast cash flows include net market rent, capital expenditure, capitalisation rate, growth rate, discount rate and market conditions. The growth rate has been adjusted to reflect current market conditions and does not exceed the long term average growth rate for the business in which the consolidated entity operates.
The growth rate applied beyond the initial period is noted in the table below. The growth rate does not exceed the long term average growth rate for each CGU.
| Growth rate | Discount rate | Growth rate | Discount rate | |
|---|---|---|---|---|
| 30 June 2017 | 30 June 2017 | 30 June 2016 | 30 June 2016 | |
| % pa | % pa | % pa | % pa | |
| Mirvac Property Trust - 7.5 - 7.5 |
No intangible assets were impaired in 2017 (2016: nil).
The Directors and management have considered reasonably possible changes to the key assumptions and have not identified any reasonably possible changes that could cause an impairment.
29
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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F4 PAYABLES
| Note | 2017 $m |
2016 $m |
|
|---|---|---|---|
| Trade payables 53.3 37.3 |
|||
| Rent in advance 21.2 17.8 |
|||
| Other accruals 15.2 25.2 |
|||
| Other creditors 3.4 7.4 |
|||
| Amounts due to entities related to Responsible Entity H4 51.1 113.4 |
|||
| Total payables 144.2 201.1 |
F5 PROVISIONS
A provision is made for the amount of any distribution declared at or before the end of the year but not distributed by the end of the year. Refer to note E1 for further details.
| 2017 $m |
2016 $m |
|
|---|---|---|
| Distributions payable Balance 1 July 192.5 181.2 |
||
| Interim and final distributions declared 385.5 366.5 |
||
| Payments made (374.1) (355.2) |
||
| Balance 30 June 203.9 192.5 |
30
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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G CONSOLIDATED ENTITY STRUCTURE
This section provides information on how the consolidated entity’s structure affects its financial position and performance.
G1 CONTROLLED ENTITIES
Controlled entities
The consolidated financial statements of the consolidated entity incorporate the assets, liabilities and results of all controlled entities. Controlled entities are all entities over which the consolidated entity has power to direct the activities of the entity and an exposure to and ability to influence its variable returns from its involvement with the entity.
Controlled entities are fully consolidated from the date of control is obtained until the date that control ceases. Inter-entity transactions and balances are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the assets transferred.
Structured entities
A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity. The consolidated entity considers that all funds and trusts in which it currently has an investment, or from which it currently earns income, to be structured entities. Depending on the consolidated entity’s power to direct the activities of the entity and its exposure to and ability to influence its own returns, it may consolidate the entity. In other cases, it may sponsor or have some form of exposure to a structured entity but not consolidate it.
If the consolidated entity does not control a structured entity but has significant influence, it is treated as an associate. Refer to note C2.
Funds and trusts
The consolidated entity invests in a number of funds and trusts which invest in real estate as investment properties. The investees finance their operations through borrowings and through equity issues. The consolidated entity determines whether it controls or has significant influence over these funds and trusts as discussed above.
The following entities were wholly owned and incorporated in Australia and controlled by MPT during the current and prior years unless noted otherwise:
| 10-20 Bond Street Trust | Mirvac Broadway Sub-Trust |
|---|---|
| 1900-2000 Pratt Inc.1 | Mirvac Capital Partners 1 Trust |
| 197 Salmon Street Trust | Mirvac Collins Street No.1 Sub-Trust |
| 275 Kent Street Holding Trust | Mirvac Collins Street No.2 Sub-Trust |
| 367 Collins Street No. 2 Trust | Mirvac Commercial No.3 Sub Trust |
| 367 Collins Street Trust | Mirvac Commercial Trust2 |
| 380 St Kilda Road Trust2 | Mirvac Funds Finance Pty Limited |
| 477 Collins Street No. 1 Trust | Mirvac Funds Loan Note Pty Limited |
| 477 Collins Street No. 2 Trust3 | Mirvac Glasshouse Sub-Trust |
| Australian Office Partnership Trust | Mirvac Group Funding No.2 Pty Limited |
| Chifley Holding Trust | Mirvac Group Funding No.3 Pty Limited |
| Eveleigh Trust | Mirvac Harbourside Sub Trust4 |
| George Street Holding Trust | Mirvac Industrial Fund |
| James Fielding Trust | Mirvac Industrial No. 1 Sub Trust |
| JF Infrastructure - Sustainable Equity Fund | Mirvac Kirrawee Trust No.15 |
| JFIF Victorian Trust | Mirvac Kirrawee Trust No.25 |
| JFM Hotel Trust | Mirvac Living Trust5 |
| Meridian Investment Trust No. 1 | Mirvac Padstow Trust No.15 |
| Meridian Investment Trust No. 2 | Mirvac Pitt Street Trust |
| Meridian Investment Trust No. 3 | Mirvac Property Trust No.3 |
| Meridian Investment Trust No. 4 | Mirvac Property Trust No.4 |
| Meridian Investment Trust No. 5 | Mirvac Property Trust No.5 |
| Meridian Investment Trust No. 6 | Mirvac Property Trust No.6 |
| Mirvac 90 Collins Street Trust | Mirvac Property Trust No.7 |
| Mirvac Allendale Square Trust | Mirvac Real Estate Investment Trust |
| Mirvac Altona Trust No. 1 | Mirvac Retail Head Trust |
| Mirvac Altona Trust No. 2 | Mirvac Retail Sub-Trust No. 1 |
| Mirvac Bay Street Trust | Mirvac Retail Sub-Trust No. 2 |
| Mirvac Bourke Street No.1 Sub-Trust | Mirvac Retail Sub-Trust No. 3 |
| Mirvac Bourke Street No.2 Sub-Trust | Mirvac Retail Sub-Trust No. 4 |
31
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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G1 CONTROLLED ENTITIES (continued)
Mirvac Rhodes Sub-Trust Nike Holding Trust Mirvac Rydalmere Trust No. 1 Old Treasury Holding Trust Mirvac Rydalmere Trust No. 2 Pennant Hills Office Trust Mirvac Smail Street Trust Springfield Regional Shopping Centre Trust Mirvac Toombul Trust No. 1 The George Street Trust Mirvac Toombul Trust No. 2 The Mulgrave Trust
-
This entity was established in the USA.
-
One unit on issue held by Mirvac Limited as custodian for MPT.
-
On 31 January 2017, 100 percent of the units in this trust was sold to a related party.
-
On 30 September 2016, 100 percent of the units in this trust was sold to a related party.
-
This entity was established during the year ended 30 June 2017.
G2 PARENT ENTITY
The financial information for the parent entity, MPT, has been prepared on the same basis as the consolidated financial statements.
| 2017 | 2016 | |
|---|---|---|
| Parent entity | $m | $m |
| Current assets 900.5 951.5 |
||
| Total assets 7,995.4 7,614.7 |
||
| Current liabilities 508.8 503.0 |
||
| Total liabilities 1,754.4 1,508.6 |
||
| Equity | ||
| Contributed equity 4,771.0 4,765.0 |
||
| Reserves 7.6 7.6 |
||
| Retained earnings 1,462.4 1,333.5 |
||
| Total equity 6,241.0 6,106.1 |
||
| Profitforthe year 519.6 884.2 |
||
| Total comprehensive income for the year 519.6 884.2 |
MPT and a controlled entity are joint borrowers under the loan facilities from a related party explained in note D2. MPT, Mirvac Limited and a number of their controlled entities are party to a guarantee deed poll to guarantee the joint borrowers.
At 30 June 2017, the parent entity did not provide any other guarantees (2016: $nil), have any contingent liabilities (2016: $nil), or any capital commitments (2016: $nil).
32
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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H OTHER INFORMATION
This section provides additional required disclosures that are not covered in the previous sections.
H1 CONTINGENT LIABILITIES
A contingent liability is a possible obligation that may become payable depending on a future event or a present obligation that is not probably to require payment/cannot be reliably measured. A provision is not recognised for contingent liabilities.
The consolidated entity had contingent liabilities at 30 June 2017 in respect of the following:
| 2017 $m |
2016 $m |
||
|---|---|---|---|
| Healthand safety claims 0.3 0.7 |
The consolidated entity has no contingent liabilities relating to joint ventures and associates.
H2 EARNINGS PER STAPLED UNIT
Basic earnings per stapled unit (EPU) is calculated by dividing:
i) the profit attributable to stapled unitholders; by
ii) the weighted average number of ordinary units (WANOU) outstanding during the year.
Diluted EPU adjusts the WANOU to take into account dilutive potential ordinary securities from security based payments.
| 2017 | 2016 | |
|---|---|---|
| Earnings per stapled unit | ||
| Basic EPU (cents) 25.3 26.5 |
||
| DilutedEPU (cents) 25.2 26.4 |
||
| Profit attributable to stapled unitholders ($m) used to calculate basic and diluted EPU 935.4 978.3 |
||
| WANOU used in calculating basic EPU (m) 3,702.4 3,696.8 |
||
| WANOU usedincalculating dilutedEPU (m) 3,704.8 3,699.9 |
33
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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H3 KEY MANAGEMENT PERSONNEL
Key management personnel (KMP) compensation
KMP are employed by an entity controlled by Mirvac Limited. Payments made from the consolidated entity to Mirvac Limited and its controlled entities do not include any amounts directly attributable to the compensation of KMP. The total payments made to Mirvac Limited and its controlled entities are shown in n
Equity instrument disclosures relating to KMP
Security holdings
The number of ordinary securities in Mirvac held during the year by each Director and other KMP, including their personallyrelated parties, is set out below. There were no securities granted during the year as compensation.
| Minimum | ||||||
|---|---|---|---|---|---|---|
| Value 30 | securityholding | Date | ||||
| Balance 1 | Balance 30 | June 2017 | guideline | securityholding to | ||
| July 2016 | Changes1 | June 2017 | $ | $ | be attained | |
| Executive KMP | ||||||
| Susan Lloyd-Hurwitz | 584,665 | 938,570 | 1,523,235 | 3,244,491 | 1,500,000 | Nov 2017 |
| Brett Draffen | 1,119,204 | (71,364) | 1,047,840 | 2,231,899 | 475,000 | Jul 2017 |
| Shane Gannon | 36,297 | 209,038 | 245,335 | 522,564 | 450,000 | Dec 2018 |
| Campbell Hanan | - | - | - | - | 400,000 | Feb 2021 |
| Susan MacDonald | 319,715 | 142,878 | 462,593 | 985,323 | 350,000 | Jul 2019 |
| Stuart Penklis2 | - | 43,988 | 43,988 | 93,694 | 350,000 | May2022 |
-
Changes include additions/disposals resulting from first or final disclosure of a KMP and vesting of performance rights where the performance period ended on 30 June 2017.
-
During the year Stuart Penklis commenced his current role as Executive KMP.
Options
No options (i.e. a right to acquire a security upon payment of an exercise price) were granted as remuneration during FY17 and no unvested or unexercised options are held by Executive KMP as at 30 June 2017.
Performance rights held during the year
The number of performance rights in Mirvac held during the year by each Director and other KMP, including their personallyrelated parties, are set out below:
| LTI | LTI | Deferred STI | Deferred STI | ||||
|---|---|---|---|---|---|---|---|
| Balance 1 July 2016 |
Rights issued |
Rights relating to perf period ending 30 June 2017 |
Rights issued |
Rights vested/ forfeited |
Other changes1 |
Balance 30 June 2017 |
|
| Executive KMP Susan Lloyd-Hurwitz 3,311,276 1,243,093 (1,461,000) 177,770 (247,435) - 3,023,704 |
|||||||
| Brett Draffen 1,357,056 472,375 (555,194) 121,303 (153,636) - 1,241,904 |
|||||||
| Shane Gannon 1,227,199 447,513 (525,974) 115,115 (104,056) - 1,159,797 |
|||||||
| Campbell Hanan - 220,994 - 90,362 - - 311,356 |
|||||||
| Susan MacDonald 548,257 193,370 (227,272) 79,533 (46,114) - 547,774 |
|||||||
| Stuart Penklis - 110,497 (120,389) - - 251,107 241,215 |
|||||||
| Former Executive KMP John Carfi 913,081 - - 79,533 (171,760) (820,854) - |
- Opening balance excludes any performance rights where the performance period ended 30 June 2016.
34
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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H3 KEY MANAGEMENT PERSONNEL (continued)
Details of the movement in the number and value of performance rights held by Executive KMP during the year are set out below:
| Vested | Vested | Vested | Lapsed | Lapsed | Lapsed | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Plan | Grant Date |
Number of rights granted |
Value at grant date |
Vesting Date |
Number of rights |
% of total grant |
Value of rights |
Number of rights |
% of total grant |
Value of rights |
|
| Executive KMP | |||||||||||
| Susan Lloyd- Hurwitz STI 19 Sep 14 115,094 178,396 19 Sep 16 115,094 100% 178,396 - 0% - LTI 17 Dec 14 1,461,000 1,015,395 30 Jun 17 730,500 50% 507,698 730,500 50% 507,698 STI 18 Sep 15 132,341 213,069 18 Sep 16 132,341 100% 213,069 - 0% - STI 18 Sep 15 132,341 201,158 18 Sep 17 - - - - LTI 7 Dec 15 1,470,500 1,146,990 30 Jun 18 - - - - STI 23 Sep 16 88,885 186,659 23 Sep 17 - - - - STI 23 Sep 16 88,885 178,659 23 Sep 18 - - - - LTI 6 Dec 16 1,243,093 1,712,360 30 Jun 19 - - - - |
|||||||||||
| Total 4,732,139 4,832,685 977,935 899,163 730,500 507,698 |
|||||||||||
| Brett Draffen STI 19 Sep 14 64,232 99,560 19 Sep 16 64,232 100% 99,560 - 0% - LTI 17 Dec 14 555,194 385,860 30 Jun 17 277,597 50% 192,930 277,597 50% 192,930 STI 18 Sep 15 89,404 143,940 18 Sep 16 89,404 100% 143,940 - 0% - STI 18 Sep 15 89,403 135,893 18 Sep 17 - - - - LTI 7 Dec 15 558,823 434,882 30 Jun 18 - - - - STI 23 Sep 16 60,652 127,369 23 Sep 17 - - - - STI 23 Sep 16 60,651 121,909 23 Sep 18 - - - - LTI 6 Dec 16 472,375 650,696 30 Jun 19 - - - - |
|||||||||||
| Total 1,950,734 2,101,109 431,233 436,430 277,597 192,930 |
|||||||||||
| Shane Gannon STI 19 Sep 14 36,297 56,260 19 Sep 16 36,297 100% 56,260 - 0% - LTI 17 Dec 14 525,974 365,552 30 Jun 17 262,987 50% 182,776 262,987 50% 182,776 STI 18 Sep 15 67,759 109,092 18 Sep 16 67,759 100% 109,092 - 0% - STI 18 Sep 15 67,758 102,992 18 Sep 17 - - - - LTI 7 Dec 15 529,411 412,941 30 Jun 18 - - - - STI 23 Sep 16 57,558 120,872 23 Sep 17 - - - - STI 23 Sep 16 57,557 115,690 23 Sep 18 - - - - LTI 6 Dec 16 447,513 616,449 30 Jun 19 - - - - |
|||||||||||
| Total 1,789,827 1,899,847 367,043 348,127 262,987 182,776 |
|||||||||||
| Campbell Hanan STI 23 Sep 16 45,181 94,880 23 Sep 17 - - - - STI 23 Sep 16 45,181 90,814 23 Sep 18 - - - - LTI 6 Dec 16 220,994 304,419 30 Jun 19 - - - - |
|||||||||||
| Total 311,356 490,113 |
|||||||||||
| Susan MacDonald LTI 17 Dec 14 227,272 157,954 30 Jun 17 113,636 50% 78,977 113,636 50% 78,977 STI 18 Sep 15 46,114 74,244 18 Sep 16 46,114 100% 74,244 - 0% - STI 18 Sep 15 46,113 70,092 18 Sep 17 - - - - LTI 7 Dec 15 228,758 178,431 30 Jun 18 - - - - STI 23 Sep 16 39,767 83,511 23 Sep 17 - - - - STI 23 Sep 16 39,766 79,930 23 Sep 18 - - - - LTI 6 Dec 16 193,370 266,367 30 Jun 19 - - - - |
|||||||||||
| Total 821,160 910,528 159,750 153,221 113,636 78,977 |
|||||||||||
| Stuart Penklis LTI 17 Dec 14 120,389 83,670 30 Jun 17 60,194 50% 41,835 60,195 50% 41,835 LTI 7 Dec 15 130,718 101,960 30 Jun 18 - - - - LTI 6 Dec 16 110,497 152,210 30 Jun 19 - - - - |
|||||||||||
| Total 361,604 337,840 60,194 41,835 60,195 41,835 |
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| Former Executive KMP John Carfi LTI 17 Dec 14 409,090 284,318 30 Jun 17 - 0% - 409,090 100% 284,318 STI 18 Sep 15 46,114 74,244 18 Sep 16 46,114 100% 74,244 - 0% - STI 18 Sep 15 46,113 70,092 18 Sep 17 - 0% - 46,113 100% 70,092 LTI 7 Dec 15 411,764 321,176 30 Jun 18 - 0% - 411,764 100% 321,176 STI 23 Sep 16 39,767 83,511 23 Sep 17 - 0% - 39,767 100% 83,511 STI 23 Sep 16 39,766 79,930 23 Sep 18 - 0% - 39,766 100% 79,930 |
|||||||||||
992,614 913,271 46,114 74,244 946,500 675,586 |
- The calculation of the value of performance rights used the fair value as determined at the time of grant. For the LTI grants subject to return on invested capital (ROIC) performance, the initial accounting treatment for the FY15 and FY16 grants assumes 50 per cent vesting, and the FY17 grant assumes 75 per cent vesting, which is reflected in the above valuation.
35
Mirvac Property Trust and its controlled entities Notes to the consolidated financial statements For the year ended 30 June 2017
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H4 RELATED PARTIES
The Responsible Entity
The Responsible Entity of the Trust is Mirvac Funds Limited, an entity incorporated in New South Wales and ultimately controlled by Mirvac Limited.
As outlined in the Explanatory Memorandum dated 4 May 1999, Mirvac Funds Limited charges MPT Responsible Entity fees on a cost recovery basis. Fees charged by Mirvac Funds Limited for the year ended 30 June 2017 were $14.5m (2016: $12.3m).
Transactions with related parties
| Note | 2017 $000 |
2016 $000 |
|
|---|---|---|---|
| Investment property rental revenue from entities related to Responsible Entity 10,171 9,684 |
|||
| Fees paid to Responsible Entity (14,519) (12,337) |
|||
| Interest paid to entities related to Responsible Entity (56,466) (58,452) |
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| Property management fee expense paid to entities related to Responsibility Entity (12,485) (12,337) |
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| Capital expenditure paid to entities related to Responsible Entity (221,191) (482,777) Amounts due to entities related to Responsible Entity F4 51,110 113,400 Loansfrom related party D2 1,269,085 1,030,734 |
Transactions between the consolidated entity and related parties were made on commercial terms and conditions.
Transactions between Mirvac and its JV were made on commercial terms and conditions. Distributions received from JV were on the same terms and conditions that applied to other unitholders.
H5 RECONCILIATION OF PROFIT TO OPERATING CASH FLOW
For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents includes cash at bank and short term deposits at call.
| 2017 $m |
2016 $m |
|
|---|---|---|
| Profit for the year attributable to stapled unitholders 935.4 978.3 |
||
| Revaluationof investment properties andinvestment properties underconstruction (500.3) (501.3) |
||
| Amortisationexpenses 40.4 38.4 |
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| Lease incentives (27.0) (19.4) |
||
| Net (gain)/loss on financial instruments (1.6) 5.7 |
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| Net (gain)/loss on foreignexchange (0.5) 0.7 |
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| Net gain on sale of assets (0.3) (42.0) |
||
| Share of net profit of JV’s net of distributions received (66.5) (64.4) |
||
| Change inoperating assets and liabilities | ||
| Decrease/(increase)in receivables 2.9 (4.9) |
||
| Increaseinotherassets (3.4) (7.2) |
||
| (Decrease)/increase in payables (0.8) 1.0 |
||
| Net cash inflows from operating activities 378.3 384.9 |
H6 AUDITORS’ REMUNERATION
| 2017 | 2016 | |
|---|---|---|
| $000 | $000 | |
| Audit services Audit andreviewof financial reports 510.0 554.0 |
||
| Compliance services and regulatory returns 162.4 170.1 |
||
| Total auditors’ remuneration 672.4 724.1 |
36
Mirvac Property Trust and its controlled entities Directors’ declaration For the year ended 30 June 2017
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In the Directors’ opinion:
-
(a) the financial statements and notes set out on pages 8 to 36 are in accordance with the Corporations Act 2001 , including:
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(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
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(ii) giving a true and fair view of the consolidated entity's financial position as at 30 June 2017 and of its performance for the financial year ended on that date; and
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(b) there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when they become due and payable.
The basis of preparation note confirms that the financial statements also comply with IFRS as issued by the IASB.
The Directors have been given the declarations by the Chief Execution Officer/Managing Director and the Chief Financial Officer required by section 295A of the Corporations Act 2001 .
This declaration is made in accordance with a resolution of the Directors.
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Susan Lloyd-Hurwitz Director
Sydney 17 August 2017
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Independent auditor’s report
To the unitholders of Mirvac Property Trust
Report on the audit of the financial report
Our opinion
In our opinion:
The accompanying financial report of Mirvac Property Trust (the registered scheme, MPT or Trust) and its controlled entities, (together, the consolidated entity) is in accordance with the Corporations Act 2001 , including:
-
(a) giving a true and fair view of the consolidated entity's financial position as at 30 June 2017 and of its financial performance for the year then ended
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(b) complying with Australian Accounting Standards and the Corporations Regulations 2001 .
What we have audited
The consolidated entity’s financial report comprises:
the consolidated statement of financial position as at 30 June 2017
the consolidated statement of comprehensive income for the year then ended
the consolidated statement of changes in equity for the year then ended
the consolidated statement of cash flows for the year then ended
the notes to the consolidated financial statements, which include a summary of significant accounting policies
the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the consolidated entity in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
PricewaterhouseCoopers, ABN 52 780 433 757
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Our audit approach
An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic and management structure of the consolidated entity, its accounting processes and controls and the industry in which it operates.
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| Materiality | Audit scope | Key audit matters | ||||
|---|---|---|---|---|---|---|
| • | For the purpose of our audit we | • | Our audit focused on where | • | Amongst other relevant topics, | |
| used overall consolidated entity | the consolidated entity made | we communicated the | ||||
| materiality of $18.86 million, which | subjective judgements; for | following key audit matter to | ||||
| represents approximately 5% of | example, significant | the Audit, Risk and | ||||
| the adjusted profit before tax of | accounting estimates | Compliance Committee: | ||||
| the consolidated entity. | involving assumptions and | - | Fair value of investment | |||
| • | We applied this threshold, | inherently uncertain future | properties | |||
| together with qualitative | events. | • | This is further described in the | |||
| considerations, to determine the | • | The consolidated entity owns | _Key audit matters_section of | |||
| scope of our audit and the nature, | investment property assets | our report. | ||||
| timing and extent of our audit | across Sydney, Melbourne, | |||||
| procedures and to evaluate the | Brisbane and Perth. The | |||||
| effect of misstatements on the | accounting processes are | |||||
| financial report as a whole. | structured around a | |||||
| • | We chose adjusted profit before | consolidated entity finance | ||||
| tax of the consolidated entity as, in | function at its head office in | |||||
| our view, it is the metric against | Sydney. Our audit | |||||
| which the performance of the | procedures were | |||||
| consolidated entity is most | predominately performed at | |||||
| commonly measured. | the consolidated entity head | |||||
| • | Profit before tax is adjusted for fair | office, along with a number | ||||
| value movements in investment | of property site visits being | |||||
| property, unlisted equity | performed across the year. | |||||
| investments and foreign exchange | ||||||
| movements because they are non- | ||||||
| cash items that are generally | ||||||
| excluded when assessing the | ||||||
| financial performance of a | ||||||
| property investment trust. | ||||||
| • | We selected 5% based on our | |||||
| professional judgment noting that | ||||||
| it is within the range of commonly | ||||||
| acceptable profit related | ||||||
| thresholds. |
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Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context.
Key audit matter
How our audit addressed the key audit matter
Fair value of investment properties
Refer to note C1 - $7,596m
The consolidated entity’s investment property portfolio is comprised of office, industrial and retail investment properties.
The carrying value of investment properties is based on the fair value of each property.
The fair value of investment property is inherently subjective and impacted by, among other factors, prevailing market conditions, the individual nature and condition of each property, its location and the expected future income for each property. Amongst others, the following assumptions are key in establishing fair value:
-
capitalisation rate
-
discount rate
At each reporting period the Directors of Mirvac Funds Limited (the Responsible Entity of MPT) determine the fair value of the consolidated entity’s investment property portfolio having regard to the consolidated entity’s valuation policy which requires all properties to be externally valued by independent valuation experts at least once every 2 years.
In the period between external valuations, the Directors’ valuation is supported by internal valuation models (models).
This was a key audit matter because the:
-
investment property balances are financially significant in the Consolidated Statement of Financial Position.
-
impact of changes in the fair value of investment properties can have a significant effect on the consolidated entity’s comprehensive income.
-
investment property valuations are inherently subjective due to the use of assumptions in the valuation methodology
-
sensitivity of valuations to key input assumptions, specifically capitalisation and discount rates.
We reconciled the list of investment property values to our prior and current year supporting evidence to check compliance with the consolidated entity’s policy that all properties had been externally valued at least once in the last two years.
We read recent independent property market reports to develop our understanding of the prevailing market conditions in which the consolidated entity invests.
We met with management and discussed the specifics of selected individual properties including, amongst other things, any new leases entered into during the year, lease expiries, capital expenditure and vacancy rates.
For a sample of properties, we compared the models to the tenancy schedule. We found that the rental income data used in the samples tested were consistent with rental income for the property.
For all properties externally valued at balance date we agreed the fair values of those properties to the external valuations.
For a sample of external valuations, we assessed the competency and capabilities of the relevant external valuer and checked that the consolidated entity followed its policy on rotation of valuation firms.
For internal valuations, the consolidated entity utilises an off-the-shelf software package to prepare the models. We assessed the design of the key controls over the continued integrity of the software. This involved assessing change management and access controls and was performed through a combination of enquiry and inspection.
We then focused our testing on the key assumptions in the external valuations and the internal valuation models:
- We compared the capitalisation rates and discount rates used to an estimated range we independently determined via reference to benchmarks and market data. Where capitalisation rates and discount rates fell outside of our anticipated ranges, we challenged the rationale supporting the rate applied in the valuation by discussing with management the reasons to support the adopted values. Typically the variances related to the relative age, size or location of the property. In the context of the specific properties identified, we were satisfied the reasons for variances were appropriate.
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A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor's report.
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PricewaterhouseCoopers
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Jane Reily Partner
Sydney 17 August 2017
42