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Real Estate Capital Partners USA Property Trust
ARSN 114 494 503
Real Estate Capital Partners
USA Property Trust
Annual Report30 June 2011
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Real Estate Capital Partners USA Property TrustARSN 114 494 503
Annual Financial Report
for the year ended 30 June 2011
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Contents
Directors’ report 1
Lead auditor’s independence declaration 10
Consolidated statement of comprehensive income 11
Consolidated statement of changes in equity 13
Consolidated statement of financial position 14
Consolidated statement of cash flows 15
Notes to the consolidated financial statements 16
Directors’ declaration 50
Independent auditor’s report 51
Corporate governance statement 53
Additional information 58
Corporate directory Inside cover
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REAL ESTATE CAPITAL PARTNERS USA PROPERTY TRUST ARSN 114 494 503
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Directors’ report
The Directors of Real Estate Capital Partners Managed Investments Limited (“Responsible Entity”),
the Responsible Entity for the Real Estate Capital Partners USA Property Trust (“Trust”) (ASX: RCU)
present their report together with the financial statements of the Consolidated Entity for the financial
year ended 30 June 2011 and the auditor’s report thereon.
The Consolidated Entity comprises the Trust and the entities it controlled during the financial year.
The Trust became a registered managed investment scheme under the Corporations Act 2001 on
26 May 2005.
Responsible entity and Investment Manager
The Responsible Entity is a wholly-owned subsidiary of The Trust Company Limited (ASX: TRU)
whose registered office and principal place of business is Level 15, 20 Bond Street, Sydney, NSW
2000.
Real Estate Capital Partners Management Pty Limited, a wholly-owned subsidiary of Real Estate
Capital Partners Pty Limited, is the Investment Manager (“Investment Manager”) of the Trust
resulting in a separation between the investment management and the corporate governance
functions in relation to the Trust.
Directors
The Directors of the Responsible Entity during or since the end of the financial year are:
John Atkin
David Grbin
Michael Britton
Sally Ascroft (Alternate Director for David Grbin for the period 24 June 2010 to 1 August 2010)
(Alternate Director for Michael Britton for the period 31 March 2011 to 24 June 2011)
Vicki Allen (Resigned 18 March 2011)
Principal activities
The Trust is a registered managed investment scheme domiciled in Australia.
The principal activities of the Consolidated Entity during the financial year were property investment in
the United States of America. There were no significant changes in the nature of the Consolidated
Entity’s activities during the year.
The Trust and the Consolidated Entity did not have any employees during the year.
Results
The Consolidated Entity incurred a loss from operations after tax for the current year of $17,273,000
(2010: $6,174,000 loss). This loss was principally due to a decline in the fair value of investment
properties owned by the Trust of $15,020,000 (2010: $7,135,000 loss) and the decline in the fair value
of the Montgomery, New York property which is held for sale by $2,682,000 (2010: $Nil).
Rental income from investment properties decreased during the year to $21,071,000
(2010: $28,196,000) and recoverable outgoings also decreased to $5,112,000 (2010: $5,533,000).
The reduction in revenue was largely attributable to the strong appreciation of the Australian Dollar
against the US Dollar and the sale of the Derry Meadows property during the financial year.
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Directors’ report (continued)
Distributions
Distributions paid or payable in respect of the financial year were:
2011 2010
$’000 Cents
per unit
$’000 Cents
per unit
Interim distributions paid - - 6,591 2.40
Final distribution payable - - 1,814 0.60
- - 8,405 3.00
The Investment Manager advised unitholders in September 2010 that it was aligning the Trust’s
distribution policy from quarterly to half-yearly distributions, and deferring distributions to preserve
capital pending completion of the Record Realty Holdings (US) Trust transaction (see below).
The Directors of the Responsible Entity do not recommend the payment of a distribution.
Review of operations
Continuing operations
The Trust holds a portfolio of 6 (2010: 7) properties in the United States through holding all the common stock (ordinary shares) in a private United States investment trust company, Mariner American Property Income REIT Limited (“US REIT”). The US REIT in turn holds 6 (2010: 7) special purpose entities which each hold a property. Note 24 to the consolidated financial statements sets out more fully this ownership structure.
Operationally, the Consolidated Entity entered into 5 lease renewals during the period, comprising a total of 21,800 square feet. Leasing highlights included significant renewal activity at both of the properties in Chicago, Illinois, resulting in a high tenant retention rate at those properties. Since the end of the financial year, a further 2 lease renewals have been executed for the Chicago, Illinois properties, comprising 8,403 square feet. Portfolio occupancy has remained steady over the period and was 88.8% as at 30 June 2011, with a weighted average lease expiry of 5.7 years. The Investment Manager continues to actively seek new tenants to increase portfolio occupancy and income, and is presently engaged in a range of lease negotiations across the portfolio.
The Investment Manager has re-commenced a sales program to dispose of the investment property at Montgomery, New York. The latest marketing campaign for this asset commenced in July 2011. If the sale of the property is concluded, proceeds will be applied to repay debt.
Sale of retail property
On 8 February 2011 the investment property at Derry Meadows was sold, with the net proceeds of $20.436 million used to repay the loan secured by the property.
Capital management
On 6 August 2010 the short-term loans for Bedford Woods, Pfingsten and Montgomery were refinanced by new loans from Commonwealth Bank of Australia Limited (“CBA”) and Pearlmark Real Estate Partners (formerly Transwestern Realty Partners) for a term expiring on 6 August 2012. The funds from these new facilities were used to repay part of the original CBA loans. The Investment Manager has already commenced work on refinancing this debt and has appointed specialist US debt advisors to assist with sourcing new loans.
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Directors’ report (continued)
Review of operations (continued)
Capital management (continued)
The Parsippany loan of US$44.0 million expired on 11 January 2011 and is classified as a current
liability on the balance sheet as at 30 June 2011. Subsequent to the expiry, the Consolidated Entity
made a US$5.75 million principal repayment on the loan. The Investment Manager is working with the
lender to agree the terms of a forbearance agreement implementing an extension until 30 April 2012.
During the year to 30 June 2011, a total of A$40.2 million was successfully raised through an
A$3.2 million placement in December 2010 and a A$37.0 million unit entitlement offer in March 2011.
Subsequent to the capital raising, a 20-for-1 unit consolidation was completed in May 2011.
Record Realty Holdings (US) Trust (“RRT”) Investment
The Trust has an investment of 35% in the US portfolio of the formerly listed Record Realty (“RRT
portfolio”) which comprises 21 commercial properties primarily leased to the US Government via the
United States General Services Administration (“GSA”). The GSA portfolio is divided between Pool A
of 12 properties with a gross value of US$258.51 million and Pool B of 9 properties with a gross value
of US$238.53 million.
Prior to 30 June 2010, the Trust entered into a unit sale deed with the receivers of Record Realty to
acquire 100% of the units in the Record Realty Holdings (US) Trust, being the entity through which
the RRT portfolio was held, and a note purchase agreement with UBS in respect of the subordinated
debt which financed the RRT portfolio.
Prior to 30 June 2010, the Trust paid non-refundable deposits of A$3 million and US$7.5 million
(A$8.655 million) to the receivers of Record Realty and UBS in respect of the unit sale deed and note
purchase agreement respectively. Additionally, refundable deposits of A$0.464 million and
A$0.682 million of transaction costs were capitalised as at 30 June 2010. These amounts, totalling
A$12.801 million, were disclosed as non-current other assets as at 30 June 2010 (Refer to Note 11 to
the consolidated financial statements).
The Investment Manager intended to fund the acquisition in part by a capital raising involving a
placement to Saban Capital Group (“Saban”) and an underwritten rights issue. However, as a
consequence of potentially adverse United States taxation implications for Saban, the unit sale deed
was re-structured as set out in the ASX announcement dated 13 December 2010 and by
31 December 2010 the Trust had attained an underlying 14.5% interest in the transaction (being the
deposits paid to date), with an option to increase its interest to 35%.
During March 2011 A$37.0 million was raised by the Trust via a fully underwritten entitlements offer,
of which A$16.2 million was paid to exercise its option to increase its economic interest of the
underlying transaction to 35%.
Whilst the property transfers to SGSA II (being the joint venture entity in which the Trust will have a
35% interest) required to crystallise the ownership structure of the Pool A assets of the RRT portfolio
have not yet occurred, the Investment Manager believes that the transfers will occur before
26 November 2011, being the date by which the transfers are required to take place under the unit
sale deed.
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Directors’ report (continued)
Review of operations (continued)
Record Realty Holdings (US) Trust (“RRT”) Investment (continued)
The Pool B assets do not contribute to the value of the RRT investment as the portfolio’s debt of
US$284.04 million exceeds its value of US$238.5 million, and there is no recourse on the debt.
An additional US$1.05M was paid in support of an indemnity granted to the receivers. This latter
amount is refundable to the Trust if no claim is made on the indemnity within 3 months of completion
of the agreement with the receivers of Record Realty.
The Trust’s investment in the RRT property portfolio is consistent with the Investment Manager’s
objective of providing stable distributions and achieving growth through capturing the recovery in the
USA property market combined with an active management programme.
Going concern
The consolidated financial report of the Trust has been prepared on a going concern basis which
contemplates continuity of normal business activities and the realisation of assets and settlement of
liabilities in the normal course of business.
Parsippany property loan
As at 30 June 2011 the Consolidated Entity had a deficiency of net current assets of $31,466,000
(2010: $114,070,000). The principal reason for the deficiency of net current assets is the classification
of the expired non-recourse Parsippany property loan of $35,674,000 as a current liability. Funds held
in escrow in respect of this loan as at 30 June 2011, and classified as a non-current asset (and not
offset against the current liability) amounted to $856,000. The fair value of the Parsippany property at
30 June 2011, also classified as a non-current asset, is $41,970,000 (2010: $65,176,000). The
Investment Manager is presently negotiating the terms of a forbearance agreement and loan
extension with the loan servicer. The Investment Manager is simultaneously seeking to re-finance the
Parsippany loan on a long-term basis together with loans in respect of the Bedford Woods, Pfingsten
and Montgomery properties which all mature in August 2012. Whilst there are no assurances that the
Trust will be able to obtain an extension to or re-finance the Parsippany property loan, the sale of the
property at fair value would be likely to realise sufficient funds to extinguish the loan. It is noted that
the loan is recourse only to the Parsippany property and does not impact upon the other continuing
operations of the Consolidated Entity.
If the Parsippany property is unable to be sold or re-financed in the ordinary course of business, and
the current financier sells the property under the limited recourse security arrangements, the property
may not realise the amounts included in the consolidated statement of financial position as at 30 June
2011.
Working capital
The Consolidated statement of cash flows for the year ended 30 June 2011 discloses that the
Consolidated Entity used $3,512,000 in operations (2010: $3,675,000 generated by operations).
Furthermore, as at 30 June 2011 the Consolidated Entity had a deficiency of working capital (being
the amount of payables in excess of cash and cash equivalents and trade and other receivables) of
$3,321,000 (2010: $3,061,000). Included in payables are amounts relating to tenant security deposits
of $137,000 (2010: $242,000), rent received in advance of $1,437,000 (2010: $2,079,000), accrued
real estate taxes of $1,331,000 (2010: $1,786,000) and accrued interest payable of $1,380,000 (2010:
$205,000). These amounts, which total $4,285,000 (2010: $4,312,000) are not immediately payable
or refundable to tenants, and accordingly, once excluded from the calculation, the Consolidated Entity
would have a surplus of working capital of $126,000 (2010: $729,000).
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Directors’ report (continued)
Going concern (continued)
Working capital (continued)
The Investment Manager has prepared cashflow budgets through to December 2012 which indicates
that, upon normalisation of operating cashflow following completion of the RRT acquisition, the
Consolidated Entity will generate sufficient funds to meet its working capital and financing
requirements. The cashflow budgets have been prepared on a basis consistent with the Investment
Manager’s business plans for the Consolidated Entity.
Conclusion
The Directors of the Responsible Entity believe that, because:
• if the Parsippany property is unable to be sold or re-financed in the ordinary course of business,
and the current financier sells the property under the limited recourse security arrangements,
those arrangements do not impact upon the continuing operations of the Consolidated Entity;
• the cashflow budgets prepared by the Investment Manager indicate that the Consolidated
Entity will generate sufficient funds to meet its working capital and financing requirements; and
• good progress has been made and there are reasonable grounds to believe, all the transfers of
the RRT portfolio will be achieved;
there are reasonable grounds to consider that the Consolidated Entity will be able to pay its debts as
and when they fall due and have determined that the preparation of the financial report on a going
concern basis to be appropriate. However, if the Parsippany loan is unable to be re-negotiated or
operating cashflows do not remain in line with forecasts there is significant uncertainty surrounding
the Trust’s ability to meet its financial obligations as and when they fall due and as such the Trust
may be required to realise the Parsippany investment property at an amount lower than that stated
in the financial statements.
Significant changes in the state of affairs
In the opinion of the Directors of the Responsible Entity there have been no other significant changes
in the state of affairs of the Trust which occurred during the financial year not otherwise disclosed in
this Directors’ Report or the attached financial report.
Interest of the Responsible Entity
The Responsible Entity and its associates have not held any units in the Trust during the financial
year.
Responsible Entity fees, related party fees and other transactions
Except as disclosed in this report or in the notes to the consolidated financial statements, no Director
of the Responsible Entity has received or become entitled to receive any benefit because of a
contract made by the Responsible Entity or a related entity with a Director or with a firm of which a
Director is a member or with an entity of which a Director of the Responsible Entity has a substantial
interest.
All transactions with related parties are conducted on commercial terms and conditions. For
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Directors’ report (continued)
Responsible Entity fees, related party fees and other transactions (continued)
2011
$
2010
$
Transactions with related parties - Consolidated
Responsible entity fees
- management fees 165,420 299,334
(see i below) 165,420 299,334
US Asset Manager management fees
- asset management fees 486,627 325,305
- administration fees 1,203,290 1,290,697
(see ii below) 1,689,917 1,616,002
Management expense recovery fees
- charged by the Responsible Entity (on
account of and paid to the Investment
Manager)
585,718 299,370
- charged by the US Asset Manager 277,852 -
(see iii below) 863,570 299,370
Management expense recovery fees in respect
of Record Realty (US) Trust acquisition
- charged by the Responsible Entity 375,000 698,140
- charged by the Investment Manager 1,642,087 -
(see iv below) 2,017,087 698,140
Management expense recovery fees in respect
of $37,000,000 capital raising
- charged by the Responsible Entity 125,000 -
- charged by the Investment Manager 148,037 -
(see v below) 273,037 -
Debt arrangement fee
- charged by the Investment Manager 450,000 -
(see vi below) 450,000 -
Property sale fee
- charged by the US Asset Manager (a
related party of the Investment Manager)
212,279 -
- (see vii below) 212,279 -
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Directors’ report (continued)
Responsible Entity fees, related party fees and other transactions (continued)
2011
$
2010
$
Balances outstanding with related parties - Consolidated
Included in payables:
- to the Responsible Entity
- Responsible Entity fees - 45,512
- Expense recovery fees 29,358 61,128
29,358 106,640
- to the US Asset Manager
- Asset management fees 38,815 54,217
- Administration fees 116,445 111,146
- Expense recovery fees 76,329 -
231,589 165,363
i Responsible entity management fees are calculated at 0.2% of the Trust’s average net assets
(paid on a monthly basis). A prepayment of $73,476 was paid to the Responsible Entity for
management fees bringing the total paid for the year to $238,896. The Responsible Entity fees
have been included in Responsible Entity fees in the consolidated statement of comprehensive
income. By agreement between the Investment Manager and the Responsible Entity, the
Responsible Entity retains a fee based on 0.08% of the gross assets (plus expenses properly
incurred) and the balance of the Responsible Entity fees, asset management fees and expense
recovery fees are paid to the Investment Manager).
ii Asset management and administration fees are calculated on 2.0% (1.0% of gross assets after
1 January 2011) of the net and 3.0% of the gross income of the USA REIT respectively, and are
included in asset management fees in the consolidated statement of comprehensive income.
iii Management expense recovery fees have been included in other operating costs in the
consolidated statement of comprehensive income.
iv Expenses paid in respect of the Record Realty (US) Trust acquisition are included in acquisition
costs; see Note 6 for further details.
v Capitalised to issue costs; refer Note 19.
vii This fee was paid for the management and co-ordination of the re-financing of 3 US properties
and was calculated in accordance with the Constitution at 0.5% of the amount re-financed.
These fees are included within borrowing costs in the consolidated statement of comprehensive
income.
vii This was paid to the US Asset Manager for the sale of the Derry Meadows property. The fee is
included in the determination of the loss on sale of investment property costs in the
consolidated statement of comprehensive income.
Director of the Investment Manager transactions
During the financial year the Trust entered into and repaid a subordinated loan agreement with a
Director of Real Estate Capital Partners Management Pty Limited, the Investment Manager of the
Trust for $1,466,000 (US$1,500,000) at an interest rate of 12% per annum to assist in the closing of
the RRT transaction. An establishment fee of $293,000 (US$300,000) was paid upon repayment of
the loan. The establishment fee is equal to the Director’s costs of obtaining a loan which was on-lent
to the Trust and for which the Director provided a personal guarantee. The Director did not receive
any profit from the lending transaction, the expenses, interest and fees paid by the Trust equalling the
expenses, fees and interest paid by the Director.
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Directors’ report (continued)
Likely developments
The focus of management is on leasing vacant space in the portfolio, with a number of active negotiations advanced. In addition, the refinancing of the debt that matures prior to August 2012 is in progress, with advisers appointed to place the debt. The management team is focussed on actively managing both the leasing and refinance processes.
Events subsequent to the end of the reporting period
There has not arisen in the interval between the end of the financial year and the date of this report
any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of
the Responsible Entity, to affect significantly the operations of the Consolidated Entity, the results of
those operations, or the state of affairs of the Consolidated Entity, in future financial years.
Indemnification and insurance of officers and auditors
Indemnification
Under the Trust’s Constitution, the Responsible Entity, including its officers and employees, is
indemnified out of the Trust’s assets for any loss, damage, expense or other liability incurred by it in
properly performing or exercising any of its powers, duties or rights in relation to the Trust.
The Trust has not indemnified or made a relevant agreement for indemnifying against a liability any
person who is or has been auditor of the Trust.
Insurance premiums
As part of its insurance arrangements, Real Estate Capital Partners Pty Limited paid insurance
premiums in respect of Directors’ and officers’ liability insurance contracts covering Directors and
officers of the Responsible Entity until 31 May 2010 when the sale of the Responsible Entity to The
Trust Company (RE Services) Limited was completed. From 1 June 2010, the Responsible Entity is
covered under The Trust Company Limited group insurance policy. In addition, the Directors and
officers of the Responsible Entity have runoff insurance cover in relation to the period prior to its
acquisition by The Trust Company Limited group.
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[INSERT LEAD AUDITOR’S INDEPENDENCE DECLARATION]
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Consolidated
Consolidated statement of comprehensive income Note 2011 2010
for the year ended 30 June 2011 $’000 $’000
Revenue and other income
Rental income from investment properties 21,071 28,196
Recoverable outgoings from investment properties 5,112 5,533
Interest income 4 702 261
Other income 305 166
Total revenue and other income 27,190 34,156
Expenses
Property expenses 8,697 9,909
Responsible Entity fees 25 165 290
Asset management fees 25 1,690 1,643
Custodian fees 39 42
Borrowing costs 14,615 13,836
Other operating expenses 4,871 2,972
Acquisition costs 6 5,040 2,616
Net loss on foreign exchange 2,045 1,530
Total expenses 37,162 32,838
Changes in fair value of asset held for sale 12 (2,682) -
Changes in fair value of investment properties 13 (15,020) (7,135)
Changes in fair value of financial assets at fair value through profit or loss 14 11,833 (357)
Loss on sale of investment property (1,432) -
Loss before income tax for the year (17,273) (6,174)
Income tax 7 - -
Loss for the year (17,273) (6,174)
Continued on page 12 The consolidated statement of comprehensive income should be read in conjunction with the
accompanying notes.
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Consolidated
Consolidated statement of comprehensive income Note 2011 2010
for the year ended 30 June 2011 $’000 $’000
Other comprehensive income
Foreign currency translation differences - foreign operations (17,112) (2,131)
Net change in fair value of cash flow hedges transferred to profit or loss 1,529 (4,735)
Effective portion of changes in fair value of cash flow hedges (50) 9,992
Total other comprehensive income/(loss) (15,633) 3,126
Total comprehensive loss for the year (32,906) (3,048)
Total comprehensive loss for the year attributable to unitholders (32,906) (3,048)
Earnings per unit
Cents Cents
Basic loss per unit 21 (71.07) (44.87)
Diluted loss per unit 21 (71.07) (44.87)
The consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
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Consolidated statement of changes in equity
for the year ended 30 June 2011
Consolidated Entity Note Issued
capital
Translation
reserve
Hedging
reserve
Accumul-
ated
losses
Total
equity
$’000 $’000 $’000 $’000 $’000
2010
Balance at 30 June 2009 188,173 (6,734) (7,041) (83,423) 90,975
Total comprehensive income for the year
Loss for the year - - - (6,174) (6,174)
Translation of foreign operations - (2,131) - - (2,131)
Net change in fair value of cash flow
hedges transferred to profit or loss - - (4,735) - (4,735)
Effective portion of changes in fair
value of cash flow hedges - - 9,992 - 9,992
Total comprehensive income for the
year - (2,131) 5,257 (6,174) (3,048)
Transactions with owners, recorded
directly in equity
Units issued 19 14,753 - - - 14,753
Capital raising fees 19 (1,268) - - - (1,268)
Distributions to unitholders 17 - - - (8,405) (8,405)
Total transactions with owners 13,485 - - (8,405) 5,080
Balance at 30 June 2010 201,658 (8,865) (1,784) (98,002) 93,007
2011
Balance at 30 June 2010 19 201,658 (8,865) (1,784) (98,002) 93,007
Total comprehensive income for the year
Loss for the year - - - (17,273) (17,273)
Translation of foreign operations - (17,112) - - (17,112)
Net change in fair value of cash flow
hedges transferred to profit or loss - - 1,529 - 1,529
Effective portion of changes in fair
value of cash flow hedges - - (50) - (50)
Total comprehensive income for the
year - (17,112) 1,479 (17,273) (32,906)
Transactions with owners, recorded
directly in equity
Units issued 19 40,173 - - - 40,173
Capital raising fees 19 (3,964) - - - (3,964)
Distributions to unitholders 17 - - - - -
Total transactions with owners 36,209 - - - 36,209
Balance at 30 June 2011 237,867 (25,977) (305) (115,275) 96,310
The consolidated statement of changes in equity should be read in conjunction with the
accompanying notes.
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Consolidated statement of financial position
as at 30 June 2011
Consolidated
Note 2011 2010
$'000 $'000
Assets
Current assets
Cash and cash equivalents 10(a) 2,135 3,350
Trade and other receivables 8 838 522
Other assets 11 229 235
Financial assets - derivatives 9 13 204
Assets held for sale - investment properties 12 20,984 55,126
Total current assets 24,199 59,437
Non-current assets
Investment properties 13 190,029 258,385
Other investments 14 39,413 -
Other assets 11 5,446 18,665
Deferred charges 925 1,082
Total non-current assets 235,813 278,132
Total assets 260,012 337,569
Liabilities
Current liabilities
Trade and other payables 15 6,294 6,933
Loans and borrowings 16 49,371 164,760
Distribution payable 17 - 1,814
Total current liabilities 55,665 173,507
Non-current liabilities
Loans and borrowings 16 108,037 69,271
Financial liabilities - derivatives 18 - 1,784
Total non-current liabilities 108,037 71,055
Total liabilities 163,702 244,562
Net assets 96,310 93,007
Equity
Issued capital 19 237,867 201,658
Reserves 19 (26,282) (10,649)
Accumulated losses (115,275) (98,002)
Total equity 96,310 93,007
The consolidated statement of financial position should be read in conjunction with the
accompanying notes.
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Consolidated statement of cash flows Consolidated
for the year ended 30 June 2011 Note 2011 2010
$'000 $'000
Cash flows from operating activities
Receipts in the course of operations 23,920 29,913
Payments in the course of operations (14,017) (12,958)
Realised gain on foreign exchange 25 470
Payments of interest and other borrowing costs (13,440) (13,750)
Net cash from/(used in) operating activities 10(b) (3,512) 3,675
Cash flows used in investing activities
Interest received 640 261
Payments for improvements to investment properties 13 (1,296) (535)
Payments for acquisition of RRT investment 14 (17,195) (13,933)
Acquisition costs in relation to RRT investment (6,399) -
Proceeds from sale of investment property 20,436 -
Net cash used in investing activities (3,814) (14,207)
Cash flows from in financing activities
Proceeds from units issued 19 40,173 14,753
Capital raising fees 19 (3,964) (1,268)
Distributions paid 17 (1,814) (9,013)
Loans to related party - (58)
Proceeds from borrowings 15,145 -
Repayment of borrowings (42,977) (14,202)
Release of security deposits - 14,130
Net cash from financing activities 6,563 4,342
Net decrease in cash and cash equivalents (763) (6,190)
Cash and cash equivalents at the beginning of the year 3,350 9,941
Effect of exchange rate fluctuations (452) (401)
Cash and cash equivalents at the end of the year 10(a) 2,135 3,350
The consolidated statement of cash flows should be read in conjunction with the accompanying notes.
.
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1. Reporting entity
Real Estate Capital Partners USA Property Trust (the “Trust”), is a registered managed investment
scheme under the Corporations Act 2001. The consolidated financial report of the Trust as at and for
the year ended 30 June 2011 comprises the Trust and its subsidiaries (together referred to as the
“Consolidated Entity” and individually as “Group entities”). The principal activities of the
Consolidated Entity during the financial year were the derivation of rental income from the following
investment properties located in the United States of America (“USA”):
• Derry Meadows Shoppes, Derry, New Hampshire (“Derry Meadows”);
• Route 10, Parsippany, New Jersey (“Parsippany”); • 191 Neelytown Rd, Montgomery, New York (“Montgomery”);
• Middlesex Turnpike, Bedford Woods, Massachusetts (“Bedford Woods”);
• Pfingsten Road, Deerfield, Illinois (“Pfingsten”);
• Centennial Avenue, Piscataway, New Jersey (“One Centennial”); and
• Higgins Road, Des Plains, Illinois (“Higgins”).
2. Basis of preparation (a) Statement of compliance The consolidated financial report is a general purpose financial report which has been prepared in
accordance with Australian Accounting Standards (“AASBs”) adopted by the Australian Accounting
Standards Board (“AASB”) and the Corporations Act 2001. The consolidated financial report also
complies with International Financial Reporting Standards (“IFRS”) adopted by the International
Accounting Standards Board (“IASB”).
The financial statements were authorised for issue Directors of the Responsible Entity on 31 August
2011.
(b) Going concern
The consolidated financial report of the Trust has been prepared on a going concern basis which
contemplates continuity of normal business activities and the realisation of assets and settlement of
liabilities in the normal course of business.
Parsippany property loan
As at 30 June 2011 the Consolidated Entity had a deficiency of net current assets of $31,466,000
(2010: $114,070,000). The principal reason for the deficiency of net current assets is the classification
of the expired non-recourse Parsippany property loan of $35,674,000 as a current liability. Funds held
in escrow in respect of this loan as at 30 June 2011, and classified as a non-current asset (and not
offset against the current liability) amounted to $856,000. The fair value of the Parsippany property at
30 June 2011, also classified as a non-current asset, is $41,970,000 (2010: $65,176,000). The
Investment Manager is presently negotiating the terms of a forebearance agreement and loan
extension with the loan servicer. The Investment Manager is simultaneously seeking to re-finance the
Parsippany loan on a long-term basis together with loans in respect of the Bedford Woods, Pfingsten
and Montgomery properties which all mature in August 2012. Whilst there are no assurances that the
Trust will be able to obtain an extension to or re-finance the Parsippany property loan, the sale of the
property at fair value would be likely to realise sufficient funds to extinguish the loan. It is noted that
the loan is recourse only to the Parsippany property and does not impact upon the other continuing
operations of the Consolidated Entity.
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Basis of preparation (continued)
(b) Going concern (continued)
If the Parsippany property is unable to be sold or re-financed in the ordinary course of business, and
the current financier sells the property under the limited recourse security arrangements, the property
may not realise the amounts included in the consolidated statement of financial position as at 30 June
2011.
Working capital
The Consolidated statement of cash flows for the year ended 30 June 2011 discloses that the
Consolidated Entity used $3,512,000 in operations (2010: $3,675,000 generated by operations).
Furthermore, as at 30 June 2011 the Consolidated Entity had a deficiency of working capital (being
the amount of payables in excess of cash and cash equivalents and trade and other receivables) of
$3,321,000 (2010: $3,061,000). Included in payables are amounts relating to tenant security deposits
of $137,000 (2010: $242,000), rent received in advance of $1,437,000 (2010: $2,079,000), accrued
real estate taxes of $1,331,000 (2010: $1,786,000) and accrued interest payable of $1,380,000 (2010:
$205,000). These amounts, which total $4,285,000 (2010: $4,312,000) are not immediately payable
or refundable to tenants, and accordingly, once excluded from the calculation, the Consolidated Entity
would have a surplus of working capital of $126,000 (2010: $729,000).
The Investment Manager has prepared cashflow budgets through to December 2012 which indicates
that, upon normalisation of operating cashflow following completion of the RRT acquisition, the
Consolidated Entity will generate sufficient funds to meet its working capital and financing
requirements. The cashflow budgets have been prepared on a basis consistent with the Investment
Manager’s business plans for the Consolidated Entity.
Conclusion
The Directors of the Responsible Entity believe that, because:
• if the Parsippany property is unable to be sold or re-financed in the ordinary course of business,
and the current financier sells the property under the limited recourse security arrangements,
those arrangements do not impact upon the continuing operations of the Consolidated Entity;
• the cashflow budgets prepared by the Investment Manager indicate that the Consolidated
Entity will generate sufficient funds to meet its working capital and financing requirements; and
• good progress has been made and there are reasonable grounds to believe, all the transfers of
the RRT portfolio will be achieved;
there are reasonable grounds to consider that the Consolidated Entity will be able to pay its debts as
and when they fall due and have determined that the preparation of the financial report on a going
concern basis to be appropriate. However, if the Parsippany loan is unable to be re-negotiated or
operating cashflows do not remain in line with forecasts there is significant uncertainty surrounding
the Trust’s ability to meet its financial obligations as and when they fall due and as such the Trust
may be required to realise the Parsippany investment property at an amount lower than that stated
in the financial statements.
(c) Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for the
following:
• derivative financial instruments are measured at fair value;
• investment properties are measured at fair value;
• financial assets at fair value through profit or loss are measured at fair value;
The methods used to measure fair values are discussed further in Notes 3(c), 3(h) and 3(j).
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2. Basis of preparation (continued)
(d) Functional and presentation currency
The consolidated financial statements are presented in Australian dollars (“A$”), which is the Trust’s
presentation currency. The Trust’s functional currency is Australian dollars; however, the
Consolidated Entity is predominantly comprised of operations located in the USA. The functional
currency of the controlled entities that hold these operations is United States dollars (“US$”).
The Trust and Consolidated Entity are of a kind referred to in ASIC Class Order 98/100 dated 10 July
1998 and in accordance with that Class Order, all financial information presented in Australian dollars
has been rounded to the nearest thousand dollars unless otherwise stated.
(e) Use of estimates and judgments
The preparation of the consolidated financial statements requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses.
Estimates and underlying assumptions are reviewed on an ongoing basis. Actual results may differ
from these estimates. Revisions to accounting estimates are recognised in the period in which the
estimate is revised and in any future periods affected.
Significant judgements, estimates and assumptions made by management in the preparation of
these consolidated financial statements are outlined below:
• Investment properties – Valuation
Investment properties are valued each reporting date to reflect their fair value according to the
Trust’s policy on valuing property.
• Other investments – Valuation
The Trust’s investment in the Record Realty Holdings (US) Trust (“RRT”) acquisition has been
valued by reference to the Trust’s underlying interest in the net assets of RRT. In determining
the net assets of RRT, the Trust has commissioned external valuations of RRT’s investment
properties consistent with the Trust’s own policy for valuing investment property.
• Financial instruments – Valuation
The fair value of derivative financial instruments is determined by reference to market values.
3. Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities.
(a) Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Consolidated Entity. Control exists when the Consolidated
Entity has the power to govern the financial and operating policies of an entity so as to obtain benefits
from its activities. In assessing whether control exists, potential voting rights that are presently
exercisable are considered.
The financial statements of subsidiaries are included in the consolidated financial statements from the
date that control commences until the date that control ceases. A schedule of subsidiaries is set out in
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3. Significant accounting policies (continued)
(a) Basis of consolidation
Subsidiaries (continued)
Note 24 to these consolidated financial statements. The financial statements of subsidiaries are
prepared for the same reporting period as the Trust using consistent accounting policies. Adjustments
are made to align any dissimilar accounting policies which may exist.
In the Trust’s financial statements, investments in subsidiaries are carried at cost, less
impairment.
Transactions eliminated on consolidation
All inter-entity balances and transactions, including unrealised profits arising from intra-group
transactions, have been eliminated in the preparation of these consolidated financial
statements.
(b) Foreign currency
Foreign currency transactions
Transactions in foreign currencies are translated at the foreign currency exchange rate ruling at the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
translated to Australian dollars at the foreign currency closing exchange rate ruling at the end of the
reporting period.
Foreign currency exchange differences arising on translation and realised gains and losses on
disposals or settlements of monetary assets and liabilities are recognised in profit or loss.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value
are translated to Australian dollars at the foreign currency closing exchange rates ruling at the dates
that the values were determined. Foreign currency exchange differences relating to investments at fair
value through profit or loss and derivative financial instruments are included in gains and losses on
investments and net gain/loss on derivatives, respectively. All other foreign currency exchange
differences relating to monetary items, including cash and cash equivalents, are presented separately
in the statement of comprehensive income.
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising
on acquisition, are translated to Australian dollars at the exchange rate at reporting date. The income
and expenses of foreign operations are translated to Australian dollars at the average exchange rate
for the year.
Foreign currency differences are recognised in other comprehensive income, and presented in the
foreign currency translation reserve (“Translation reserve”) in equity. When a foreign operation is
disposed of such that control or significant influence is lost, the cumulative amount in the translation
reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on
disposal. When the Consolidated Entity disposes of only part of:
• its interest in a subsidiary that includes a foreign operation whilst retaining control, the relevant
proportion of the cumulative amount is reattributed to non-controlling interests; and
• its investment in an associate that includes a foreign operation whilst retaining significant
influence, the relevant proportion of the cumulative amount is re-classified to profit or loss.
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3. Significant accounting policies (continued)
(c) Financial instruments
(i) Classification
The Consolidated Entity’s financial instruments comprise:
• the category of financial assets and financial liabilities at fair value through profit or loss
comprising of interest rate options and its investment in RRT;
• financial instruments that are classified as loans and receivables including trade and other
receivables and related party loans receivable;
• financial liabilities that are not at fair value through profit or loss including trade and other
payables and loans and borrowings; and
• cash and cash equivalents.
(ii) Recognition
The Consolidated Entity recognises financial assets and financial liabilities at fair value through profit
or loss on the date it becomes a party to the contractual provisions of the instrument. Other financial
assets and liabilities are recognised on the date they originated.
Financial liabilities are not recognised unless one of the parties has performed or the contract is a
derivative contract not exempted from the scope of AASB 139 Financial Instruments: Recognition and
Measurement.
(iii) Measurement
Financial instruments are measured initially at fair value (“transaction price”) plus, in the case of a
financial asset or financial liability not at fair value through profit or loss, transaction costs that are
directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction
costs on financial assets and financial liabilities at fair value through profit or loss are expensed
immediately, while on other financial instruments they are amortised.
Subsequent to initial recognition, all instruments classified at fair value through profit or loss are
measured at fair value with changes in their fair value recognised in the statement of comprehensive
income.
Financial instruments classified as loans and receivables are carried at amortised cost using the
effective interest rate method, less impairment losses, if any.
Financial liabilities, other than those at fair value through profit or loss, are measured at amortised
cost using the effective interest rate.
(iv) Derecognition
The Trust derecognises a financial asset when the contractual rights to the cash flows from the
financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition in
accordance with AASB 139 Financial Instruments: Recognition and Measurement.
A financial liability is derecognised when the obligation specified in the contract is discharged,
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3. Significant accounting policies (continued)
(c) Financial instruments (continued)
(v) Fair value measurement principles The fair value of financial instruments is based on valuation techniques. Where discounted cash flow
techniques are used, estimated future cash flows are based on management’s best estimates and the
discount rate used is a market rate at the end of the reporting period applicable for an instrument with
similar terms and conditions. Where other pricing models are used, inputs are based on market data
at the end of the reporting period.
The fair value of derivatives that are not exchange-traded is estimated at the amount that the
Consolidated Entity would receive or pay to terminate the contract at the end of the reporting period
taking into account current market conditions (volatility, appropriate yield curve) and the current
creditworthiness of the counterparties. Specifically, the fair value of a forward contract is determined
as a net present value of estimated future cash flows, discounted at appropriate market rates on the
valuation date.
(vi) Impairment
Financial assets that are stated at cost or amortised cost are reviewed at the end of each reporting
period to determine whether there is objective evidence of impairment. If any such indication exists,
impairment testing is carried out and an impairment loss is recognised in profit or loss as the
difference between the assets’ carrying amount and the present value of estimated future cash flows
discounted at the financial assets’ original effective interest rate.
If in a subsequent period the amount of an impairment loss recognised on a financial asset carried at
amortised cost decreases and the decrease can be linked objectively to an event occurring after the
write-down, the write-down is reversed through profit or loss.
(vii) Specific instruments
Cash and cash equivalents
Cash comprises current deposits with banks. Cash equivalents are short-term highly liquid
investments that are readily convertible to known amounts of cash, are subject to an insignificant risk
of changes in value, and are held for the purpose of meeting short-term cash commitments rather
than for investment or other purposes.
Derivative financial instruments
The Trust and Consolidated Entity use derivative financial instruments to partially hedge their
exposure to interest rate risks arising from investment activities. In accordance with its investment
strategy, the Trust and Consolidated Entity do not hold or issue derivative financial instruments for
trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as
trading instruments.
Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit
or loss when incurred.
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3. Significant accounting policies (continued) (d) Interest income and expense Interest income and expense is recognised in the statement of comprehensive income as it accrues,
using the effective interest method of the instrument calculated at the acquisition or origination date.
Interest income and expense includes the amortisation of any discount or premium, transaction costs
or other differences between the initial carrying amount of an interest-bearing instrument and its
amount at maturity calculated on an effective interest rate basis.
(e) Expenses
All expenses, including Responsible Entity, Asset management fees and Custodian fees, are
recognised in profit or loss on an accruals basis.
(f) Distribution and taxation
Distributions from the US REIT
Distributions of earnings and profits made by the Trust’s subsidiary, Mariner American Property
Income REIT, Limited (the “US REIT”) for the financial year are not taxable. Distributions that are in
excess of its earnings and profits are treated as non-taxable returns of capital to the Trust to the
extent of the Trust’s adjusted tax basis in the units of the US REIT.
Distributions made by the US REIT which are attributable to capital gains from disposal of the US properties are subject to US tax at a special rate of 35%. The Consolidated Entity recognises a deferred tax liability at 35% on the difference between the fair value of the properties and their taxcost base under the US tax regulation. The deferred tax liability is adjusted to reflect the movement in the fair value of the properties and their tax cost base. To the extent that the fair value is lower than the tax cost base no deferred tax asset is recognised.
Distributions to unitholders
Distributions from the Trust to unitholders are from available cashflows and not directly related to the
accounting profit. Distributions can be a mixture of tax deferred distributions as well as taxable income
distributions. Under current legislation the Trust is not subject to income tax as its taxable income
(including assessable realised capital gains) is distributed in full to the unitholders. The Trust fully
distributes its distributable income, calculated in accordance with the Trust Constitution and
applicable taxation legislation, to the unitholders who are presently entitled to the income under the
Constitution.
Financial instruments held at fair value may include unrealised capital gains. Should such a gain be
realised, that portion of the gain that is subject to capital gains tax will be distributed so that the Trust
is not subject to capital gains tax.
Realised capital losses are not distributed to unitholders but are retained in the Trust to be offset
against any future realised capital gains. If realised capital gains exceed realised capital losses the
excess is distributed to the unitholders.
(g) Goods and services tax
Management fees, custody fees and other expenses are recognised net of the amount of goods and
services tax (“GST”) recoverable from the Australian Taxation Office (“ATO”) as a reduced input tax
credit (“RITC”).
Payables are stated with the amount of GST included. The net amount of GST recoverable from the
ATO is included in receivables in the statement of financial position. Cash flows are included in the
statements as cash flows on a gross basis.
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3. Significant accounting policies (continued) (h) Investment properties
Investment properties comprise investment interests in land and buildings (including integral plant and
equipment) held for the purpose of letting to produce rental income or for capital appreciation or for
both. Land and buildings comprising the investment properties are considered composite assets and
are disclosed as such in the accompanying notes to the consolidated financial statements.
Investment properties acquired are initially recorded at their cost of acquisition at the date of
acquisition, being the fair value of the consideration provided plus incidental costs directly attributable
to the acquisition. Where the contracts of purchase include a deferred payment arrangement,
amounts payable are recorded at their present value, discounted at the rate applicable to the Trust if a
similar borrowing were obtained from an independent financier under comparable terms and
conditions.
Investment properties are subsequently stated at fair value with any change therein recognised in
profit or loss. Fair values are based on market values, being the estimated amount for which a
property could be exchanged on the date of valuation between a willing buyer and a willing seller in
an arm’s length transaction after proper marketing wherein the parties had each acted
knowledgeably, prudently and without compulsion.
(i) Property valuations
Valuations are undertaken internally by knowledgeable property professionals of the Investment
Manager each reporting period and external, independent valuations are obtained annually or more
frequently if Directors of the Responsible Entity are of the opinion that the market has moved
materially.
The valuations are prepared by considering the aggregate of the net annual rents receivable from the
properties and where relevant, associated costs. A yield which reflects the specific risks inherent in
the net cash flows is then applied to the net annual rentals to arrive at the property valuation.
Valuations reflect, where appropriate; the type of tenants actually in occupation or responsible for
meeting lease commitments or likely to be in occupation after letting of vacant accommodation and
the market’s general perception of their credit-worthiness; the allocation of maintenance and
insurance responsibilities between lessor and lessee; and the remaining economic life of the property.
It has been assumed that whenever rent reviews or lease renewals are pending with anticipated
reversionary increases, all notices and where appropriate counter notices have been served validly
and within the appropriate time.
Any gain or loss arising from a change in fair value is recognised in profit or loss.
(j) Other investments
The Trust’s investment in other debt and equity securities is determined by reference to their quoted
closing bid price at the reporting date, or if unquoted determined using an appropriate valuation
technique. The fair value of the Trust’s investment in the Record Realty Holdings (US) Trust (“RRT”)
has been valued by reference to the Trust’s underlying interest in the net assets of RRT. In
determining the net assets of RRT, the Trust has commissioned external valuations of RRT’s
investment properties consistent with the Trust’s own policy for valuing investment property.
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3. Significant accounting policies (continued)
(k) Rental income
Rental income from investment properties is recognised on a straight line basis over the lease
term. Rental income not received at reporting date is reflected in the statement of financial
position as a receivable or if paid in advance within payables, as rent in advance. Lease
incentives granted are recognised as an integral part of the total rental income, over the term of
the lease, on a straight-line basis, as a reduction of lease income.
Lease incentives provided by the Consolidated Entity to lessees, and rental guarantees which
may be received from third parties (arising on the acquisition of investment property) are
excluded from the measurement of fair value of investment property and are treated as
separate assets as presented in Note 13. Such assets are amortised over the respective
periods to which the lease incentives and rental guarantees apply, either using a straight line
basis, or a basis which is representative of the pattern of benefits.
Contingent rents based on the future amount of a factor that changes other than with the
passage of time including turnover rents and CPI linked rental increases are only recognised
when contractually due.
(l) Deferred leasing and tenancy costs
Expenditure on direct leasing and tenancy costs is capitalised and written off over the lease term in
proportion to the rental revenue recognised in each financial year.
(m) Assets held for sale
Assets that are expected to be recovered primarily through sale rather than through continuing use
are classified as held for sale. Immediately before applying the classification as held for sale, the
measurement of the assets is brought up to date in accordance with applicable accounting standards.
Investment properties which are classified as held for sale are carried at fair value as the
measurement provisions of AASB 5 Non–current Assets Held for Sale and Discontinuing Operations
do not apply to investment properties.
(n) Acquisition costs
Transaction costs relating to the Trust’s investment in the Record Realty Holdings (US) Trust (“RRT”) have been expensed to profit or loss as incurred (Refer Note 6). Non-refundable deposits paid in respect of the unit sale deed and note purchase agreement have been recorded as non-current assets on the statement of financial position (Refer Note 11).
(o) Operating segments
As of 1 July 2009 the Consolidated Entity determines and presents operating segments based on the
information provided to the Chief Executive Officer (CEO) of the Investment Manager, who is the
Consolidated Entity’s chief operating decision maker.
(p) New standards and interpretations not yet adopted There are a number of standards, amendments to standards and interpretations that are effective for
annual periods beginning on or after 1 July 2011 which may impact the consolidated entity in the
period of initial application. None of these are expected to have a significant financial effect on the
consolidated financial statements of the Trust. The Trust does not intend to early adopt these
standards and the extent of their impact has not been determined.
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4. Interest income
Consolidated
2011 2010
$’000 $’000
Interest income derived from:
Cash and cash equivalents 29 261
Financial assets at fair value through profit or loss 673 -
702 261
5. Auditor’s remuneration
Consolidated
2011 2010
$ $
Auditors of the Trust – KPMG Australia:
Audit and review of the financial reports 219,398 99,944
Other regulatory audit services 10,500 10,157
Taxation services 4,000 16,870
Other services – transaction services 827,136 367,112
1,061,034 494,083
Auditors of the subsidiaries – KPMG US:
Audit and review of the financial reports 135,798 56,395
Audit and review of the financial reports of
subsidiaries under US GAAP 128,998 135,987
Taxation services 30,289 117,716
295,085 310,098
1,356,119 804,181
6. Acquisition costs
Prior to 30 June 2010, the Trust entered into a unit sale deed with the receivers of Record Realty to acquire an interest in the Record Realty Holdings (US) Trust (“RRT”), being the entity through which the RRT portfolio was held, and a note purchase agreement with UBS in respect of the subordinated debt which financed the RRT portfolio. During the current financial year the Trust acquired a 35% interest in the transaction.
RRT is an unlisted Australian property trust that owns a portfolio of commercial properties leased primarily to the US Government via the United States General Services Administration (“GSA”).
Acquisition costs relating to the acquisition and re-structuring of the agreements have been expensed to the statement of comprehensive income as incurred.
Consolidated2011 2010
$’000 $’000
Acquisition costs expensed to profit or loss - charged by Responsible Entity (Refer to Note 25) 375 698- charged by Investment Manager (Refer to Note 25) 1,642 -- charged by other parties 3,023 1,918
5,040 2,616
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7. Taxation
The Trust is subject to 35% capital gains tax on the future disposal of its investment properties. In
previous years, the Trust recognised a deferred tax liability being 35% of the difference between
the fair value in US dollars compared to the tax cost base in US dollars, translated to Australian
dollars. However, due to the diminution in value of the investment properties, the fair value is now
less than the tax cost base and as a result, no capital gains tax liability would arise. As at the
reporting date, the fair value of the investment properties remains less than the tax cost base and
no capital gains tax liability subsists.
The Trust has not recognised a deferred tax asset of $1,883,000 (2010: $2,103,000) as it is not
probable that future taxable profits will be available against which the Trust can utilise the benefit.
8. Trade and other receivables
Consolidated
2011 2010
$’000 $’000
Current
Trade receivables 572 443
GST receivable 266 79
838 522
9. Financial assets - derivative
Consolidated
2011 2010
$'000 $'000
Currency option – at fair value through profit or loss - 204
Interest rate option – at fair value through profit or loss 13 -
13 204
The fair value of the interest rate option of $13,000 is based on an external bank valuation as at 30 June 2011.
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10. (a) Cash and cash equivalents Consolidated
2011 2010
$’000 $’000
Cash held at banks 2,135 3,350
2,135 3,350
10. (b) Reconciliation of cash flows from operating activities
Consolidated
2011 2010
$'000 $'000
Loss before tax (17,273) (6,174)
Adjustments for:
Amortisation of deferred loan charges and others (178) 147
Unrealised foreign exchange loss/(gain) 2,068 (361)
Realised foreign exchange loss - 2,361
Changes in fair value of financial assets through profit or loss (11,833) 357
Lease straight-lining (1,113) (529)
Impairment of accounts receivable - (175)
Acquisition costs 5,040 2,616
Changes in fair value of investment properties 15,020 7,135
Changes in fair value of assets held for sale 2,682 -
Loss on sale of investment property 1,432 -
Borrowing costs 14,615 -
10,460 5,377
Change in assets and liabilities during the financial year:
Change in trade and other receivables and other assets 107 (3,279)
Change in trade and other payables (639) 1,838
Borrowing costs paid (13,440) -
Net cash provided by operating activities (3,512) 3,936
11. Other assets
Consolidated
2011 2010
$'000 $'000
Current
Prepaid expenses 229 235
229 235
Non-current
Property related deposits* 5,446 5,864
Acquisition costs**
- Refundable deposits paid on proposed acquisition - 464
- Non-refundable deposits paid on proposed acquisition - 11,655
- Debt and equity costs - 682
- 12,801
5,446 18,665
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11. Other assets (continued)
* Property related deposits are comprised of tenant improvement reserves, capital replacement reserves,
insurance escrows and real estate taxes escrows held in the United States.
** The acquisition of Record Realty Holdings (US) Trust by the Trust and the Saban Capital Group
became fully funded during the year ended 30 June 2011 and amounts recorded as deposits and costs
at 30 June 2010 have been transferred to Note 14: Other investments.
12. Assets held for sale – investment properties
Consolidated
2011 2010
$'000 $'000
Investment properties held for sale – at fair
value 20,984 55,126
20,984 55,126
The Investment Manager has re-commenced a sales program to dispose of the investment property at Montgomery, New York. The latest marketing campaign for this asset was commenced in July 2011 and the Investment Manager is currently negotiating to finalise the sale of this asset. If the sale of the property is concluded, proceeds will be applied to repay debt.
As at 30 June 2011
Property: N/A 191 Neelytown Rd, Montgomery,
New York
Current valuation: N/A $20,984,000
Valuation method at 30
June 2011: N/A Independent external valuation
An independent valuation of the Montgomery, New York property was conducted as at 30 June 2011
by Colliers International.
As at 30 June 2010
Property: Derry Meadows Shoppes, Derry,
New Hampshire
191 Neelytown Rd, Montgomery,
New York
Current valuation: $26,463,000 $28,663,000
Valuation method at 30
June 2010:
Letter of intent executed on 7
July 2010** Independent external valuation
** The Investment Manager based the fair value of the investment property at Derry Meadows on the
letter of intent received and executed on 7 July 2010 which was being negotiated at 30 June 2010,
but which was subsequently not taken up. The property was subsequently sold on 8 February 2011
for $20,722,450 (US$21,025,000).
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13. Investment properties
Consolidated
2011 2010
$’000 $’000
Investment properties – at fair value 190,029 258,385
190,029 258,385
A reconciliation of the carrying amount of investment properties is set out below:
Carrying amount at the beginning of the year 258,385 333,160
Lease straight-lining 1,051 529
Improvements to investment properties 1,296 535
(Loss)/gain due to foreign currency translation (55,683) (13,578)
Fair value decrement (15,020) (7,135)
Investment properties classified as held for sale* - (55,126)
Carrying amount at the end of the year 190,029 258,385
Comprising:
Deferred rental income 6,032 6,485
Fair value of properties (excluding straight-lining) 183,997 251,900
190,029 258,385
* Investment properties at Derry Meadows and Montgomery were classified as held for sale at 30
June 2010, as disclosed in Note 12.
The fair value of each property (excluding straight-lining) at 30 June 2011 is as set out in the following table. Amounts are presented in both A$ and US$ for comparative purposes.
2011 2010 2011 2010
US$’000 US$’000 A$’000 A$’000
Property
Bedford Woods 90,897 93,563 84,776 111,279
Pfingsten 16,587 17,164 15,470 20,414
Parsippany 45,000 54,800 41,970 65,176
One Centennial 28,672 30,894 26,741 36,744
Higgins 16,126 15,376 15,040 18,287
197,282 211,797 183,997 251,900
Determination of fair value
Investment properties are measured at fair value with any change therein recognised in profit or loss.
The Trust has an internal valuation process for determining the fair value at each reporting date. An
independent valuer, having an appropriate professional qualification and recent experience in the
location and category of the property being valued, values individual properties annually or more
regularly if considered appropriate and as determined by the Investment Manager in accordance with
the valuation policy approved by the Responsible Entity. These external valuations are taken into
consideration when determining the fair values, being the estimated amount for which a property could
be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s length
transaction after proper marketing wherein the parties have each acted knowledgably, prudently and
without compulsion.
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13. Investment properties (continued)
Independent valuations
Independent valuations of the One Centennial and Bedford Woods properties were conducted as at 30
June 2011 by Integra Realty Resources and CB Richard Ellis respectively. All other properties were
valued as at 30 June 2011 by Colliers International.
The valuations were prepared by considering and utilising one or more of the following established valuation techniques: discounted cash flow analysis, income capitalisation such as EBITDA multiple analysis, direct comparison of valuation of similar investments, reference to recent sales transactions of the same or similar securities, and other methods as determined by the Investment Manager to arrive at the property valuation.
The key weighted average assumptions used in the independent valuations adopted by the Trust were
as follows:
30 June 2011 30 June 2010
Capitalisation rate 7.78% 7.87%
Terminal yield 7.5% - 8.5% 7.5% - 8.5%
Weighted average lease expiry 5.7 years 6.78 years
Valuations reflect, where appropriate, the type of tenants actually in occupation or responsible for
meeting lease commitments or likely to be in occupation after letting of vacant accommodation and
the market’s general perception of their credit worthiness, the allocation of maintenance and
insurance responsibilities between lessor and lessee, and the remaining economic life of the
property.
Leases as lessor
The Consolidated Entity leases out investment property under operating leases. The average lease
term across the investment properties is 5.7 years. The future minimum lease payments receivable
under non-cancellable leases are as follows:
Consolidated
2011 2010
Leases as lessor $’000 $’000
Less than one year 18,229 24,702
Between one and five years 71,711 104,114
More than five years 17,326 60,810
107,266 189,626
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14. Other investments
Consolidated
2011 2010
$’000 $’000
Non-current
Financial assets at fair value through profit or loss is represented by:
Investment in RRT 38,425 -
Preferred redeemable equity units in SGSA II 979 -
Investment in SGSA II 9
39,413 -
and the movement in carrying amount is reconciled as follows:
Carrying amount at beginning of year - -
Transferred from other assets (see Note 11) 12,801 -
Additional cost of investment 17,195 -
Acquisition costs written-off (722) -
Change in fair value of financial assets at fair value
through profit or loss 11,833 -
Loss due to foreign currency translation (1,694) -
39,413 -
RRT is an unlisted Australian property trust that owns a portfolio of commercial properties leased primarily to the US Government via the United States General Services Administration (“GSA”).
15. Trade and other payables
Consolidated
2011 2010
$’000 $’000
Current
Payable to the Responsible Entity 29 107
Payable to the Investment Manager 232 62
Trade payables 1,598 2,452
Tenants’ security deposits 137 242
Rent received in advance 1,437 2,079
Accrued real estate taxes 1,331 1,786
Accrued interest payable 1,380 205
Other accruals 150 -
6,294 6,933
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16. Loans and borrowings
Consolidated
2011 2010
$’000 $’000
Current
Bank loans – secured 49,371 164,760
49,371 164,760
Non-Current
Bank loans – secured 108,969 70,344
Deferred charges (932) (1,073)
108,037 69,271
Total loans and borrowings 157,408 234,031
Terms and conditions
Whilst not present in all of the current loans, there are loan to value ratios and interest cover ratios
covenants applicable to the Commonwealth Bank of Australia (“CBA”) facilities for the Bedford
Woods, Montgomery and Pfingsten properties.
The Bedford Woods, Pfingsten and Montgomery facilities are financed by loans from CBA and
Pearlmark Real Estate Partners (formerly Transwestern Realty Partners) which expire on 6 August
2012. The loans have a combined maximum loan to value ratio of 60% and minimum interest cover
ratios of 1.75 times; each ratio is tested across the Bedford Woods, Pfingsten and Montgomery
properties. In addition the three properties must maintain a weighted average lease expiry of 4.5
years or more, and are also cross-collateralised.
The debt maturity profile is as follows:
Property Loan maturity date Rate LVR $'000
Current liabilities
Parsippany 11 January 2011 Fixed 8.35% - 35,674
Montgomery 6 August 2012* Floating 4.7458% 54% 10,259
Mezzanine debt 6 August 2012* Fixed 13.00% - 3,438
49,371
Non-current liabilities
Bedford Woods 6 August 2012 Floating 4.7458% 54% 49,021
Pfingsten 6 August 2012 Floating 4.7458% 54% 8,804
Mezzanine debt 6 August 2012 Fixed 13.00% - 10,329
One Centennial 1 May 2015 Fixed 5.36% - 24,960
Higgins 1 March 2017 Fixed 6.25% - 15,855
108,969
The above facilities are fully drawn. 158,340
* - classified as current liability as related property held for sale and classified as current asset
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16. Loans and borrowings (continued)
Loan breaches and defaults
The Derry Meadows loan matured on 1 October 2010 and went into default. Although the loan term
was subsequently extended to 1 April 2011, the property was sold on 8 February 2011 and the loan
extinguished.
The Parsippany loan matured on 11 January 2011. The Investment Manager is presently negotiating
the terms of a forebearance agreement and loan extension with the loan servicer. The Investment
Manager is simultaneously seeking to re-finance the Parsippany loan on a long-term basis together
with loans in respect of the Bedford Woods, Pfingsten and Montgomery properties which all mature in
August 2012. Whilst there are no assurances that the Trust will be able to obtain an extension to or
re-finance the Parsippany property loan, the sale of the property at fair value would be likely to realise
sufficient funds to extinguish the loan. It is noted that the loan is recourse only to the Parsippany
property and does not impact upon other operations of the Trust.
During the financial year, the Consolidated Entity breached the interest cover ratio for the combined
CBA facilities (Bedford Woods, Pfingsten and Montgomery) for the reporting period to 31 December
2010 and the covenant to provide audited financial statements for the relevant entities. The
Consolidated Entity was granted a waiver from CBA in relation to these breaches.
Other than the breaches and defaults noted above, there have been no breaches of loan covenants.
17. Distributions paid and payable
2011 2010
$’000
Cents
per unit $’000
Cents per
unit
September distribution paid - - 2,209 0.95
December distribution paid - - 2,871 0.95
March distribution paid - - 1,511 0.50
June distribution payable (paid in July 2010) - - 1,814 0.60
- - 8,405 3.00
The Investment Manager advised unitholders in September 2010 that it was aligning the Trust’s
distribution policy from quarterly to half-yearly distributions, and deferring distributions to preserve
capital pending completion of the Record Realty Holdings (US) Trust transaction.
The Directors of the Responsible Entity do not recommend the payment of a distribution.
18. Financial liabilities - derivatives
Consolidated
2011 2010
$’000 $’000
Interest rate swaps - cash flow hedge - 1,784
- 1,784
The interest rate swaps expired during the financial year and have a value of $Nil.
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19. Capital and reserves Capital management
The objective of the Trust is to provide unitholders with returns in accordance with the Product
Disclosure Statement (“PDS”) and subsequent market announcements, including the announcement
made on 1 March 2011 in connection with the $37 million capital raising (“Subsequent
announcements”). The Investment Manager aims to deliver this objective mainly through investing
in a diversified portfolio in accordance with the limitations set by the PDS. The Investment Manager
will also use derivatives to partially hedge its exposure to interest rate and foreign currency risks (see
Note 20).
Funds have been raised in prior years via loans and equity in order to raise investible funds. The
Investment Manager strives to invest in products that meet the Trust’s investment objectives while
maintaining sufficient liquidity to meet unitholders’ obligations.
The Responsible Entity has focused on creating a stable platform that can restore working capital
and deliver future growth. As part of this stabilisation process, the Trust raised $3,173,000 via a
placement to institutional and sophisticated private investors in December 2010, and $37,000,000
through an entitlements offer in March 2011.
Issued capital
The movement in the Trust’s issued capital during the year is shown below:
2011 2010
No. of units $’000 No. of units $’000
Opening balance 302,256,791 201,658 203,530,545 188,173
Units issued – placement 45,328,570 3,173 28,974,997 4,346
Units issued – entitlements offer 672,727,273 37,000 - -
Units issued – unit purchase plan - - 69,751,249 10,407
Issue costs paid - (3,964) - (1,268)
20:1 consolidation (969,296,040) - - -
Closing balance 51,016,594 237,867 302,256,791 201,658
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the
financial statements of foreign operations. The balance of the translation reserve at 30 June 2011
was ($25,977,000) (30 June 2010: ($8,865,000)).
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of
cash flow hedging instruments related to hedged interest rate risk. The balance of the hedging
reserve at 30 June 2011 was ($305,000) (30 June 2010: ($1,784,000)).
20. Financial instruments The Consolidated Entity’s investing activities expose it to various types of risk that are associated
with the financial instruments and markets in which it invests. The most important types of financial
risks to which the Trust is exposed are market risk, credit risk and liquidity risk. Asset allocation is
determined by the Trust’s Investment Manager who manages the distribution of the assets to achieve
the investment objectives. Divergence from target asset allocations and the composition of the
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20. Financial instruments (continued)
portfolio is monitored by the Trust’s Investment Manager. The nature and extent of the financial
instruments outstanding at the end of the reporting period and the risk management policies
employed by the Consolidated Entity are discussed below.
Market risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates
and equity prices will affect the Consolidated Entity’s income or value of its holdings of financial
instruments. The objective of market risk management is to manage and control market risk
exposures within acceptable parameters.
The strategy on the management of investment risk is driven by the Trust’s investment objective.
The market risk is managed on a daily basis by the Investment Manager in accordance with the
investment guidelines as outlined in the Trust’s PDS and subsequent announcements.
Currency risk
The Trust is exposed to exchange rate fluctuations on its investments in the United States, since its
US investment is denominated in AUD. The US REIT invests in properties in the US acquired with
USD loans which provide a natural hedge.
As at the reporting date, the Trust’s total gross exposure to financial assets and liabilities which are
held in foreign currency exchange rates at the end of the reporting period was as follows:
Consolidated 2011 2010
AUD USD* AUD USD*
Financial assets and liabilities $’000 $’000 $’000 $’000
Cash and cash equivalents 16 2,119 795 2,555
Receivables and other assets 661 46,190 3,113 16,309
Payables (1,237) (5,058) (625) (6,308)
Loans and borrowings - (157,408) - (234,031)
Interest rate swaps, at fair value - 13 - (1,784)
Distribution payable - - (1,814) -
Currency options - - 1,370 -
Gross statement of financial
position exposure (560) (114,144) 2,839 (223,259)
* These amounts are expressed in AUD but represent financial instruments that are denominated in
USD and converted to AUD on consolidation.
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20. Financial instruments (continued)
Sensitivity analysis
A 10% strengthening of the AUD against the USD at 30 June 2011 would have increased/ (decreased)
equity and profit or loss by the amount shown below. This analysis assumes that all other variables, in
particular interest rates, remain constant. A similar analysis is performed on the same basis for 2010.
Consolidated
Equity
Profit or
loss
$’000 $’000
30 June 2011
USD (8,821) 1,487
30 June 2010
USD 20,353 502
A 10% weakening of the AUD against the USD at 30 June 2011 would have had the following effect
on the basis that all other variables remain constant.
Consolidated
Equity
Profit or
loss
$’000 $’000
30 June 2011
USD 10,782 (1,818)
30 June 2010
USD (24,895) (632)
Interest rate risk
The US REIT has floating rate mortgage loans of A$68,084,000 that mature in 2012. Of the balance
of the Trust’s total loans of $157,408,000, $89,324,000 are fixed interest rate loans.
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20. Financial instruments (continued)
Interest rate risk (continued)
Exposures arise predominantly from assets and liabilities bearing variable interest rates. The
Consolidated Entity’s exposure to interest rate risk is set out in the following table. For interest rates
applicable to each class of asset or liability refer to individual notes to the financial statements.
As at the reporting date, the interest rate profile of the Consolidated Entity’s interest bearing
instruments was:
Consolidated
Carrying amount
2011 2010
$’000 $’000
Variable rate instruments
Cash and cash equivalents 2,135 3,350
Interest rate swaps, at fair value - (1,784)
Floating rate loans and borrowings (68,084) (104,977)
Interest rate option, at fair value 13 -
Interest rate swaps, notional amounts - 113,291
(65,936) 9,880
Fixed rate instruments
Loans and borrowings (89,324) (130,127)
Sensitivity analysis
Fair value sensitivity analysis for fixed rate instruments
The Consolidated Entity does not account for any fixed rate financial assets and liabilities at fair value
through profit or loss. Therefore a change in interest rates at the reporting date would have a nil
impact on profit or loss and equity.
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates at the reporting date would have increased/(decreased)
equity and profit or loss before tax by the amounts shown below.
Profit or loss Equity
100bp
increase
100bp
decrease
100bp
increase
100bp
decrease
$’000 $’000 $’000 $’000
2011
Variable rate financial instruments
Cash and cash equivalents 21 (21) - -
Loans and borrowings (681) 681 - -
Cash flows sensitivity (net) (660) 660 - -
2010
Variable rate financial instruments
Cash and cash equivalents 33 (33) - -
Loans and borrowings (1,050) 1,050 - -
Interest rate swaps, notional amounts 1,133 (1,133) 347 (438)
Cash flows sensitivity (net) 116 (116) 347 (438)
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20. Financial instruments (continued) Price risk
As the Consolidated Entity does not hold any openly marketed equity investments at the reporting
date, market price is not applicable.
Liquidity risk
Liquidity risk is the risk that the Consolidated Entity will not be able to meet its financial obligations as
they fall due. The Consolidated Entity’s approach to managing liquidity is to ensure, as far as
possible, that it will always have sufficient liquidity to meet its liabilities when due without incurring
unacceptable losses or risking damage to the Consolidated Entity’s reputation. The Consolidated
Entity’s liquidity risk is monitored on a monthly basis by the Investment Manager.
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20. Financial instruments (continued) Liquidity risk (continued)
The table below presents cash flows on financial liabilities payable by the Consolidated Entity by
remaining contractual maturities at the end of the reporting period. The amounts disclosed are the
contractual, undiscounted cash flows:
Maturity
Carrying
amount
Contractual
cashflow
6 months
or less
6-12
months
12-24
months
More
than 24
months
$'000 $'000 $'000 $'000 $'000 $'000
2011
Financial liabilities
Payables (6,294) (6,294) (6,294) - - -
Loans and
borrowings (157,408) (174,642) (39,379) (3,665) (84,689) (46,909)
(163,702) (180,936) (45,673) (3,665) (84,689) (46,909)
2010
Financial liabilities
Payables (6,933) (6,933) (6,933) - - -
Loans and
borrowings (234,031) (256,005) (168,828) (1,874) (21,712) (63,591)
Derivative liabilities (1,784) (2,054) (1,832) (222) - -
Distribution payable (1,814) (1,814) (1,814) - - -
(244,562) (266,806) (179,407) (2,096) (21,712) (63,591)
The tables below indicate the periods in which the cash flows associated with derivatives that are cash
flow hedges are expected to occur and to impact profit or loss:
Maturity
Carrying
amount
Contractual
cashflow
6 months or
less
6-12
months
12-24
months
More
than 24
months
$'000 $'000 $'000 $'000 $'000 $'000
2011
Derivative liabilities (net) - - - - - -
- - - - - -
2010
Derivative liabilities (net) (1,784) (2,054) (1,832) (222) - -
(1,784) (2,054) (1,832) (222) - -
Refer to Note 2(b) Going concern for further discussion on liquidity risk.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or
commitment that it has entered into with the Consolidated Entity. The Consolidated Entity has a
credit policy in place and the exposure to credit risk is monitored on an ongoing basis. The carrying
amounts of financial assets best represent the maximum credit risk exposure at the end of the
reporting period. There were no significant concentrations of credit risk to counterparties at 30 June
2011. There are no financial assets that are past due or impaired which are considered to have
significant credit risk.
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20. Financial instruments (continued)
Credit risk (continued)
The exposure to credit risk is set out below:
Consolidated
Credit Rating 2011 2010
$’000 $’000
Cash and cash equivalents A-1 1,863 2,005
Cash and cash equivalents A-2 54 319
Cash and cash equivalents A-1+ 218 865
Cash and cash equivalents Not rated - 161
2,135 3,350
Receivables and other assets N/A 7,438 19,422
Derivatives A-1+ 13 204
9,586 22,976
Consolidated
2011 2010
Concentration of credit risk by geographical areas $’000 $’000
USA 8,910 18,863
Australia 676 4,113
9,586 22,976
Impairment losses
There is no impairment in the current financial year.
Gross Impairment Gross Impairment
2011 2011 2010 2010
$’000 $’000 $’000 $’000
Not past due - - 540 18
Past due 31-120 days - - 38 38
Past due 121 days to one year - - 88 88
More than one year - - 210 210
- - 876 354
The movement in the allowance for impairment in respect of trade receivables during the year was as
follows:
2011 2010
$’000 $’000
Balance at 1 July 354 529
Impairment reversal (354) (175)
Balance at 30 June - 354
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20. Financial instruments (continued) Specific Instruments
Derivatives
At 30 June 2011 and 2010, the Consolidated Entity’s holdings in derivatives translated into AUD were
as specified in the table below:
Type of contract Expiration Underlying Notional
amount of
contracts
outstanding
Fair
value
(assets)
Fair value
(liabilities)
$ ‘000 $ ‘000 $ ‘000
As at 30 June 2011
Other derivatives
Interest rate options 6 August 2012 Interest rates 13 13 -
13 13 -
The Trust has entered into an interest rate option to limit 3 month LIBOR floating interest rate
exposure. This option matures on 6 August 2012.
Type of contract Expiration Underlying Notional
amount of
contracts
outstanding
Fair
value
(assets)
Fair value
(liabilities)
$ ‘000 $ ‘000 $ ‘000
As at 30 June 2010
Cash flow hedge
derivatives
Interest rate swap –
REIT Bedford
30 September
2010 Interest rates 81,399 - 1,029
Interest rate swap –
REIT Pfingsten 16 October 2010 Interest rates 13,772 - 171
Interest rate swap –
REIT Montgomery 30 March 2011 Interest rates 18,120 - 584
113,291 - 1,784
Other derivatives
Foreign currency options 12 July 2010
Exchange
rates 1,370 204 -
114,661 204 1,784
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20. Financial instruments (continued)
Estimation of fair value
The major methods and assumptions used in estimating the fair values of financial instruments are
disclosed in Note 3(c). The fair value of the following financial instruments determined using valuation
techniques are as follows:
Consolidated 2011 2010
Carrying amount Fair value Carrying
amount
Fair value
$'000 $'000 $'000 $'000
Derivative assets 13 13 204 204
Derivative liabilities - - (1,784) (1,784)
Fixed loans and
borrowing (89,324) (94,613) (130,127) (134,412)
(89,311) (94,600) (131,707) (135,992)
The carrying amount of all financial assets and liabilities as at 30 June 2011 and 30 June 2010 were
considered to approximate their fair value, except for fixed rate loans as shown above.
Interest rates used for determining fair value
The interest rates used to discount estimated cash flows are based on the government yield curve at
the reporting date plus an appropriate credit spread, and were as follows:
Consolidated
2011 2010
% %
Derivatives 0.25% 0.55%
Loans and borrowings 3.69% 3.76%
Fair value measurements recognised in the statement of financial position
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
• Level 1 fair value measurements are those instruments carried at fair value based on quoted prices in the active markets for identical assets or liabilities;
• Level 2 fair value measurements are those instruments valued based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
• Level 3 fair value measurements are those instruments valued based on inputs for the asset or liability that are not based on observable market data.
Consolidated Level 1 Level 2 Level 3 Total$’000 $’000 $’000 $’000
30 June 2011
Financial assets at fair value through profit or loss: - - 39,413 39,413Derivatives financial instruments - 13 - 13
- 13 39,413 39,426
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21. Earnings per unit
The calculation of basic loss per unit at 30 June 2011 was based on the loss attributable to
unitholders of the Trust of $17,273,000 (2010 loss: $6,174,000) and a weighted average number of
units outstanding of 24,303,850 (2010: 13,760.872), calculated as follows:
2011 2010
$ $
Net loss attributable to unitholders of the Trust (17,273,000) (6,174,000)
2011 2010
Weighted average number of units (basic)
In units
Issued units at 1 July 15,112,840 10,176,527
Effect of units issued 9,191,010 3,584,345
Weighted average number of units at 30 June 24,303,850 13,760,872
Diluted earnings per unit
As there are no diluting factors in the year and comparative years, the diluted loss per unit is equal to
the basic.
Comparative figures
Comparative figures on the consolidated statement of comprehensive income have been adjusted to
retrospectively apply the 20:1 consolidation on 10 May 2011 in accordance with the requirements of
AASB 133: Earnings per share.
22. Operating segments
The main business of the Consolidated Entity is investment in property which is leased to third parties.
The property investments are located in various states in the United States of America.
The Consolidated Entity has two reportable segments, based on the geographical location of each
segment. Information regarding the results of each reportable segment is included below.
Performance is measured based on segment profit or loss after income tax as included in the internal
management reports that are reviewed by the Chief Executive Officer (“CEO”) of the Investment
Manager. Segment profit is used to measure performance as management believes that such
information is the most relevant in evaluating the results of certain segments relative to other entities
that operate within these industries.
The amounts set out on the following page are expressed in AUD but represent amounts that are
denominated in USD and converted to AUD on consolidation.
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22. Operating segments (continued)
United States
of America
Australia Total
$’000 $’000 $’000
Consolidated Entity – 2011
External revenues 26,184 - 26,184
Interest income 2 700 702
Net loss on foreign exchange - (2,045) (2,045)
Other income 305 - 305
Total income 26,491 (1,345) 25,146
Borrowing costs 13,078 1,537 14,615
Other operating expenses 13,402 7,101 20,503
Total expenses 26,480 8,638 35,118
Change in fair value of financial assets at fair
value through profit or loss 11,833 - 11,833
Changes in fair value of investment properties (17,702) - (17,702)
Loss on sale of investment property (1,432) - (1,432)
Loss before income tax (7,290) (9,983) (17,273)
Income tax - - -
Loss after income tax (7,290) (9,983) (17,273)
Segment assets 219,731 40,281 260,012
Segment liabilities 162,466 1,236 163,702
United States
of America
Australia Total
$’000 $’000 $’000
Consolidated Entity – 2010
External revenues 33,729 - 33,729
Interest income 7 254 261
Net gain on foreign exchange - (1,530) (1,530)
Other income 166 - 166
Total income 33,902 (1,276) 32,626
Borrowing costs 13,809 27 13,836
Other operating expenses 13,730 4,099 17,829
Total expenses 27,539 4,126 31,665
Changes in fair value of investment properties (7,135) - (7,135)
Loss before income tax (772) (5,402) (6,174)
Income tax benefit - - -
Loss after income tax (772) (5,402) (6,174)
Segment assets 324,275 13,294 337,569
Segment liabilities 242,079 2,483 244,562
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23. Parent entity
As at, and throughout, the financial year ending 30 June 2011 the parent entity (“Parent Entity”) of
the Consolidated Entity was the Trust.
2011 2010
Results of the Parent Entity $‘000 $’000
Loss for the year (25,286) (1,121)
Other comprehensive income (7,619) 689
Total comprehensive loss for the year (32,905) (432)
Financial position of the Parent Entity at year end 2011 2010
$’000 $’000
Current assets 867 16,982
Total assets 97,545 99,178
Current liabilities 1,235 3,555
Total liabilities 1,235 3,555
Total equity of the Parent Entity comprising of: 2011 2010
$’000 $’000
Issued capital 237,867 201,658
Reserves (6,086) 1,534
Accumulated losses (135,471) (110,185)
Total equity 96,310 93,007
24. Group Entities
Consolidated Entity
Interest
Parent Entity
Class of units 30 June
2011
%
30 June
2010
%
Real Estate Capital Partners USA Property Trust
���������������
Mariner American Property Income REIT, Limited Ordinary 99.9 99.9
����������������� �������������������������������������
Mariner Parsippany 1515 LLC Ordinary 100 100
Mariner Derry Meadows LLC Ordinary 100 100
Mariner Bedford Woods LLC Ordinary 100 100
Mariner Montgomery Terminal LLC Ordinary 100 100
Mariner Higgins LLC Ordinary 100 100
Mariner One Centennial LLC Ordinary 100 100
Mariner 111 Pfingsten LLC Ordinary 100 100
�������������������� ����� Ordinary 100 -
��������������������� ����� Ordinary 100 -
������� ����� Ordinary 100 -
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24. Group entities (continued)
The parent entity is incorporated in Australia whilst the controlled entities are incorporated in the USA.
Mariner American Property Income REIT Limited also has preferred units on issue held by external
parties. Overall, Real Estate Capital Partners USA Property Trust owns 99.9% of the issued capital of
Mariner American Property Income REIT Limited.
There are no significant restrictions which restrict the ability of the controlled entities to transfer funds
to the parent by way of cash distributions or loan repayments.
25. Related parties
Parties are considered to be related if one party has the ability to control the other party or exercise
significant influence over the other party in making financial or operational decisions or is part of the
key management of the Trust. Related party transactions are transfers of resources, services or
obligations between related parties and the Trust, regardless of whether a price has been charged.
Real Estate Capital Partners Managed Investments Limited (the “Responsible Entity”) and its related
parties (including The Trust Company Limited Group), Real Estate Capital Partners Management Pty
Limited (the “Investment Manager”) and RCU Services Inc (the “US Asset Manager”) are considered
to be related parties of the Trust. Real Estate Capital Partners Pty Limited (the parent company of
Real Estate Capital Partners Management Pty Limited and RCU Services Inc.) is also considered to
be a related party of the Trust.
Key management personnel
The Trust does not employ personnel in its own right. However it is required to have an incorporated
Responsible Entity to manage the activities of the Trust and this is considered the Key Management
Personnel (“KMP”). The Directors of the Responsible Entity at any time during the financial year were
as follows:
John Atkin Michael Britton
David Grbin Vicki Allen (Resigned 8 March 2011)
Sally Ascroft (Alternate Director for David Grbin for the period 24 June 2010 to 1 August 2010)
(Alternate Director for Michael Britton for the period 31 March 2011 to 24 June 2011)
Remuneration expenses of the Directors of the Responsible Entity are the responsibility of the
Responsible Entity and are not borne by the Trust.
The Trust has not made, guaranteed or secured, directly or indirectly, any loans to the Responsible
Entity or its key management personnel or their personally related entities at any time during the
reporting period.
Unit holdings of the Responsible Entity and its key management personnel
At 30 June 2011 neither the Responsible Entity or its key management personnel held units in the
Trust (2010: Nil).
Unit holding of Investment Manager
As at 30 June 2011 the parent company of the Investment Manager held 500,000 (2010: Nil) units in
the Trust.
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25. Related parties (continued)
������������������������������������
As at 30 June 2011 the Trust held no investments in the Responsible Entity, the Investment Manager
or their associates.
Responsible Entity fees, related party fees and other transactions
Except as disclosed in these consolidated financial statements, no Director of the Responsible Entity
has received or become entitled to receive any benefit because of a contract made by the
Responsible Entity or a related entity with a Director or with a firm of which a Director is a member or
with an entity of which a Director of the Responsible Entity has a substantial interest.
All transactions with related parties are conducted on normal commercial terms and conditions.
2011
$
2010
$
Transactions with related parties - Consolidated
Responsible entity fees
- management fees 165,420 299,334
(see i below) 165,420 299,334
US Asset Manager management fees
- asset management fees 486,627 325,305
- administration fees 1,203,290 1,290,697
(see ii below) 1,689,917 1,616,002
Management expense recovery fees
- charged by the Responsible Entity (on
account of and paid to the Investment
Manager)
585,718 299,370
- charged by the US Asset Manager 277,852 -
(see iii below) 863,570 299,370
Management expense recovery fees in respect
of Record Realty (US) Trust acquisition
- charged by the Responsible Entity 375,000 698,140
- charged by the Investment Manager 1,642,087 -
(see iv below) 2,017,087 698,140
Management expense recovery fees in respect
of $37,000,000 capital raising
- charged by the Responsible Entity 125,000 -
- charged by the Investment Manager 148,037 -
(see v below) 273,037 -
Debt arrangement fee
- charged by the Investment Manager 450,000 -
(see vi below) 450,000 -
Property sale fee
- charged by the US Asset Manager (a
related party of the Investment Manager)
212,279 -
(see vii below) 212,279 -
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25. Related parties (continued)
Responsible Entity fees, related party fees and other transactions (continued)
2011
$
2010
$
Balances outstanding with related parties - Consolidated
Included in payables:
- to the Responsible Entity
- Responsible Entity fees - 45,512
- Expense recovery fees 29,358 61,128
29,358 106,640
- to the US Asset Manager
- Asset management fees 38,815 54,217
- Administration fees 116,445 111,146
- Expense recovery fees 76,329 -
231,589 165,363
i Responsible entity management fees are calculated at 0.2% of the Trust’s average net assets
(paid on a monthly basis). A prepayment of $73,476 was paid to the Responsible Entity for
management fees bringing the total paid for the year to $238,896. The Responsible Entity fees
have been included in Responsible Entity fees in the consolidated statement of comprehensive
income. By agreement between the Investment Manager and the Responsible Entity, the
responsible Entity retains a fee based on 0.08% of the gross assets (plus expenses properly
incurred) and the balance of the Responsible Entity fees, asset management fees and expense
recovery fees are paid to the Investment Manager).
ii Asset management and administration fees are calculated on 2.0% (1.0% of gross assets after
1 January 2011) of the net and 3.0% of the gross income of the USA REIT respectively, and
are included in asset management fees in the consolidated statement of comprehensive
income.
iii Management expense recovery fees have been included in other operating costs in the
consolidated statement of comprehensive income.
iv Expenses paid in respect of the Record Realty (US) Trust acquisition are included in acquisition
costs; see Note 6 for further details.
v Capitalised to issue costs; refer Note 19.
vii This fee was paid for the management and co-ordination of the re-financing of 3 US properties
and was calculated in accordance with the Constitution at 0.5% of the amount re-financed.
These fees are included within borrowing costs in the consolidated statement of comprehensive
income.
vii This was paid to the US Asset Manager for the sale of the Derry Meadows property. The fee is
included in the determination of the loss on sale of investment property costs in the
consolidated statement of comprehensive income.
Director of Investment Manager transactions
During the financial year the Trust entered into and repaid a subordinated loan agreement with a
Director of Real Estate Capital Partners Management Pty Limited, the Investment Manager of the
Trust for $1,466,000 (US$1,500,000) at an interest rate of 12% per annum to assist in the closing of
the RRT transaction. An establishment fee of $293,000 (US$300,000) was paid upon repayment of
the loan.
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25. Related parties (continued)
Changes to fee structure
The Investment Manager announced to the Australian Securities Exchange (“ASX”) on 16 June 2011
(and which became effective from 16 July 2011) changes to its fees for acting as Investment Manager
of the Trust
Unitholders should refer to the ASX announcement for details of the changes.
26. Capital commitments
As at 30 June 2011 the Consolidated Entity had outstanding capital commitments of $173,000 all due
within the next twelve months (30 June 2010: $1,651,000).
27. Contingencies
The Consolidated Entity and the Trust have no contingent assets or contingent liabilities at 30 June
2011 (30 June 2010: Nil).
28. Events subsequent to reporting date
There has not arisen in the interval between the end of the financial year and the date of this report
any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of
the Responsible Entity, to affect significantly the operations of the Consolidated Entity, the results of
those operations, or the state of affairs of the Consolidated Entity, in future financial years.
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Corporate governance statement
General principles The Directors of Real Estate Capital Partners Managed Investments Limited (“the Responsible Entity”) as Responsible Entity of Real Estate Capital Partners USA Property Trust ARSN 114 494 503 (“RCU” or “the Trust”) consider that good quality corporate governance practices provide the framework for effective systems and business operations to deliver utmost value to the Trust’s unitholders and other stakeholders. The Responsible Entity’s role is to act in the best interests of the unitholders of the Trust.
The Responsible Entity is wholly-owned by The Trust Company Limited (“The Trust Company”). The operations of the Trust are governed by the:
• The Constitution; • Corporations Act 2001;
• ASX Listing Rules ; • Compliance Plan; • Relevant services agreements; and • General law.
The Responsible Entity is responsible for the Trust’s overall operation and administrative functions including the:
• preparation of financial statements, notices and reports; and • monitoring of the Trust’s service providers including registry, asset management and
custody.
Structure
Pursuant to the Investment Management Agreement between the Responsible Entity and Real Estate Capital Partners Management Pty Limited (“the Investment Manager”), the Investment Manager is responsible for the performance of certain management services for the Responsible Entity in respect of the Trust including:
• Asset surveillance; • Monitoring of existing asset hedges of the Trust portfolio; • Execution of any Sale of Assets in accordance with the restriction outlined in restructure
documents; • Monthly net tangible assets (“NTA”) calculations; and • Reporting to the Responsible Entity.
ASX Corporate Governance Principles
As a listed entity and a managed investment scheme, the Trust is also required to comply with the ASX Listing Rules and provide a statement in its annual report disclosing the extent to which the Responsible Entity has complied with the ASX Corporate Governance Council recommendations.
Below, the Responsible Entity addresses each of the eight principles for the year to 30 June 2011.
Principle 1: Lay solid foundations for management and oversight Role of the board and management
The structure and role of the boards of the Responsible Entity and of any of the relevant appointed service providers are designed to provide maximum value to investors in terms of ensuring appropriate oversight of their relevant activities.
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Corporate governance statement (continued)Principle 1: Lay solid foundations for management and oversight (continued) Role of the board and management (continued)
The Responsible Entity has a constitution which sets out, amongst other things, the appointment and removal procedures for Directors, board meeting requirements and remuneration policies. Internal procedures have been developed for:
• monitoring business risk; • appropriate oversight of business units; • compliance with regulatory requirements, scheme compliance plan and constitution; and • monitoring of third party service providers.
The Responsible Entity’s Directors, along with management, have the role of ensuring that the Responsible Entity complies with its obligations as Responsible Entity for the Trust. The board (“Board”) meets monthly to consider client activities of the Responsible Entity and any relevant compliance matters. The Responsible Entity’s management elevates relevant compliance matters to its Audit, Risk & Compliance Committee (“ARCC”).
The Responsible Entity is accountable to unitholders. In addition, The Responsible Entity is responsible for the Trust’s overall operation, its regulatory and compliance obligations, and its administrative functions.
The Responsible Entity regularly reviews and monitors the performance of the Trust’s affairs and activities so that they are conducted in the best interest of unitholders.
These functions include:
• maintaining high ethical and business standards; • ensuring the preparation, review and approval of annual and half yearly financial statements,
preparation of notices and reports to unitholders, ASX and other regulators; • consultation with the Investment Manager; • monitoring and responsibility for certain specialist external service providers to assist the
Responsible Entity from time to time in the proper, efficient and timely delivery of services; • compliance with a constitution that sets out amongst other things the appointment and removal
procedures for the Directors, meeting rules and requirements and disclosure procedures; • maintaining internal procedures for monitoring business risk and ensuring appropriate oversight
of the Trust’s compliance plan and constitution; • empowering management of the Responsible Entity to report compliance matters relating to the
Trust to the Board and ARCC; • The Trust Company as the parent of the Responsible Entity, providing Executive Directors,
responsible managers and company secretarial functions for the Responsible Entity. Those Directors along with internal management have the ongoing task of ensuring the Responsible Entity complies with its obligations as Responsible Entity for The Trust; and
• ensuring all available relevant information in connection with the Trust is discussed at meetings of the Board.
Principle 2: Structure the board to add value
Both the Responsible Entity and the Investment Manager add value through being completely independent of each other with no common Directors and no related party interests between the two entities. This ensures no conflicts of interest when discretionary decisions are required of either entity.
The Responsible Entity currently has three Executive Directors which meet monthly to consider the operational activities, and financial performance of the Responsible Entity’s business. The Directors are provided by the Responsible Entity’s ultimate parent, The Trust Company.
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Corporate governance statement (continued)Principle 2: Structure the board to add value (continued)
The procedures for selecting a Chairman, powers of the Board, appointment, removal and remuneration of Directors, Board meeting requirements and other related matters are set out in the Responsible Entity's constitution.
New Directors are fully briefed on the terms and conditions of their appointment by The Trust Company executives and undertake an induction program to familiarise themselves with the Responsible Entity and its business operations.
As each Director of the Responsible Entity is an executive of The Trust Company, the ARCC is comprised of a majority of external members (non-executives of The Trust Company) and has been established to meet the requirements of Chapter 5C of the Corporations Act 2001. In addition, the independence of the external members meets the requirements of section 601JA (2) of theCorporations Act 2001. The Trust Company has structured itself so that the Responsible Entity’s role as Responsible Entity for the Trust adds real value through its focus on compliance with the regulatory requirements and its overarching responsibility to act in the best interests of unitholders.
Principle 3: Promote ethical and responsible decision-making
The Responsible Entity is committed to maintaining the highest standards of integrity with respect to its role as the Responsible Entity and seeks to ensure all its activities in regard to the Trust are undertaken with efficiency, honesty and fairness. The Responsible Entity has various policies and procedures in addition to a Code of Conduct and Share Trading Policy that apply to all Directors and employees without exception. All codes and policies are designed to promote integrity, responsibility, accountability and adherence to relevant legislation. They apply to the Directors and officers of the Responsible Entity as a member of The Trust Company group and Responsible Entity for the Trust.
Principle 4: Safeguard integrity in financial reporting
The Responsible Entity has engaged the Investment Manager to assist in the preparation of the half year and annual financial statements for the Trust. These financial statements are audited or reviewed by an external auditor whose report is provided to the Responsible Entity’s Board. The current auditor is KPMG.
The Responsible Entity meets with the Investment Manager and the external auditor to discuss the audit plan and scope prior to each financial year end. The financial statements and audit report are tabled for the Board’s consideration and approval.
The Responsible Entity reviews the financial statements and provides formal statements to the Board confirming that the Trust’s financial reports present a true and fair view, in all material aspects, of the Trust’s financial condition, and that operational results are in accordance with the Trust’s constitution and relevant accounting standards. In addition, it confirms that the statements are founded on a sound system of risk management and internal compliance and control which implements policies adopted by the Board.
Principal 5: Make timely balanced disclosure
The Responsible Entity has continuous disclosure procedures to ensure the Trust’s compliance with ASX Listing Rules and the Corporations Act. Service providers to the Trust under outsourcing arrangements are required to adhere to the ASX Listing Rules in terms of continuous disclosure requirements and must report to the Responsible Entity instances where a disclosure obligation is required. The Responsible Entity has procedures in place to monitor the compliance of service providers with these requirements. The Company Secretary of the Responsible Entity is responsible for disclosures to the ASX in relation to the continuous disclosure obligations of the Trust.
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Corporate governance statement (continued) Principle 6: Respect the rights of unitholders
The Responsible Entity is committed to providing timely and accurate information concerning the Trust to its unitholders. The Trust’s compliance plan and constitution further set out the Responsible Entity’s obligations and the rights of unitholders in this regard.
The Annual Report of the Trust comprising the financial statements, Directors’ report, Directors’ declaration and independent auditor’s report is sent to unitholders each year. The Annual Report includes the ASX Listing Rule disclosure requirements and although registered schemes are not required to hold meetings of unitholders, the constitution of the Trust provides for such meetings if and when required.
Under the Investment Management Agreement, the Investment Manager is required to ensure any actions or decisions it makes does not breach the terms of the Trust’s constitution or any relevant law or transaction document in relation to the Trust which could adversely affect rights of unitholders.
Principle 7: Recognise and manage risk
Under the Investment Management Agreement the Investment Manager is required to:
• ensure that it regularly and adequately trains its representatives and agents so that they have the necessary competencies to deliver the services required;
• establish and maintain adequate risk management systems; • use its best endeavours to ensure that it complies with any legislative requirements directly
applicable to the Investment Manager and its activities; and • notify the Responsible Entity in writing immediately regarding any event which may trigger the
enhanced disclosure provisions of the Corporations Act.
The Responsible Entity values the importance of robust risk management systems and, in conjunction with its parent The Trust Company, has established an ARCC to support the compliance obligations of the Trust with respect to its corporate governance and risk responsibilities.
The ARCC is comprised of a majority of external members skilled in the areas of audit (financial reporting), risk and compliance. The ARCC is responsible for the oversight of risk management and internal control systems for the Responsible Entity. It reviews internal and external audit processes and monitors the Responsible Entity’s compliance with laws and regulations. The ARCC meets regularly with The Trust Company’s Executive Team, senior management and external advisers, and reports directly to The Trust Company and Responsible Entity’s Boards.
The Responsible Entity has a formal risk management program in place which has been adopted from its parent entity, The Trust Company. It is based on Standards Australia AS/NZS4360:2004-Risk Management Standard and includes policies and procedures to identify and address material financial and non-financial risks.
The Trust Company also maintains an independent internal audit function which reports directly to ARCC and the Responsible Entity’s Board if necessary.
Principle 8: Remunerate fairly and responsibly
Remuneration policies are in place to maintain and attract talented and motivated Directors and employees. The policies are designed to improve the performance of The Trust Company and its controlled entities. As The Trust Company is the ultimate parent of the Responsible Entity it provides Executive Directors and internal management to the Responsible Entity. Directors and internal management of the Responsible Entity are remunerated by The Trust Company and not by the Trust.
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Corporate governance statement (continued) Principle 8: Remunerate fairly and responsibly (continued)
The Responsible Entity’s fees are set out in the constitution of the Trust. Both the Responsible Entity and the Investment Manager monitor all fees and expenses paid from the Trust to ensure they are appropriate and allowable under the Trust’s documentation.
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Additional information
Real Estate Capital Partners USA Property Trust (the “Trust”) is a registered managed investment
scheme established and domiciled in Australia. The Trust is listed on the Australian Securities
Exchange (“ASX”) under the code: RCU. Real Estate Capital Partners Managed Investments
Limited, a wholly-owned subsidiary of The Trust Company Limited, is the Responsible Entity of the
Trust.
The following information in relation to unit holdings is provided as at 16 August 2011.
Substantial unitholders
The number of units held by the Trust’s substantial unitholders and the date on which the last notice
was lodged with the ASX are as follows:
Date of notice No. of securities
% of issued capital
Frost Holdings Pty Limited and Greg Woolley 19 May 2011 7,001,212 13.72
Acorn Capital Limited 26 May 2011 6,376,598 12.50
Intelligent Investor Funds Pty Limited 24 June 2011 3,745,514 7.34
Macquarie Group Limited and its controlled bodies corporate
4 April 2011 3,212,502 6.29
Voting rights
The provisions of the Corporations Act 2001 governing proxies and voting for meetings of members of
registered managed investment schemes apply to the Trust except that no objection may be made to
any vote cast at a meeting unless the objection is made at the meeting.
For so long as the Trust is listed on the ASX, the Responsible Entity and its associates are entitled to
vote their interest on resolutions to remove the Responsible Entity and choose a new Responsible
Entity.
Distribution of equity securities
Analysis of numbers of equity security holders by size of holdings:
Range No. of
unitholders No. of
securities% of issued
capital
1 to 1,000 1,829 921,408 1.811,001 to 5,000 1,921 4,696,143 9.215,001 to 10,000 428 3,093,420 6.0610,001 to 100,000 442 10,127,809 19.85100,001 and Over 30 32,177,814 63.07Total 4,650 51,016,594 100.00
The number of security investors holding less than a marketable parcel of 758 securities ($0.66 on
16 August 2011) is 1,487 and they hold 602,542 securities.
On-market buy back
There is no current on-market buy-back.
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Additional information (continued)
Twenty largest equity security holders
The 20 largest holders of quoted equity securities at 16 August 2011 are set out below:
No. of securities
% of issued capital
NATIONAL NOMINEES LIMITED 7,685,482 15.06
FROST HOLDINGS PTY LIMITED 6,705,013 13.14
BOND STREET CUSTODIANS LIMITED (MACQUARIE SMALLER COMPANIES ACCOUNT)
2,346,147 4.60
BOND STREET CUSTODIANS LIMITED (OFFICIUM SPECIAL SITUATIONS ACCOUNT)
2,311,729 4.53
CITICORP NOMINEES PTY LIMITED 2,095,781 4.11
UBS NOMINEES PTY LTD 1,448,254 2.84
AR MANAGEMENT CO. PTY LIMITED 1,243,447 2.44
JP MORGAN NOMINEES AUSTRALIA LIMITED 1,200,948 2.35
UBS NOMINEES PTY LTD (PB SEG ACCOUNT) 1,008,269 1.98
AUSTRALIAN EXECUTOR TRUSTEES LIMITED 750,983 1.47
BOND STREET CUSTODIANS LIMITED (MACQUARIE AUSTRALIAN MICROCAP FUND ACCOUNT)
704,357 1.38
FROST HOLDINGS PTY LIMITED (GREG WOOLLEY SUPER FUND ACCOUNT) 599,222 1.17
JP MORGAN NOMINEES AUSTRALIA LIMITED (CASH INCOME ACCOUNT) 504,288 0.99
REAL ESTATE CAPITAL PARTNERS PTY LIMITED 500,000 0.98
ABN AMRO CLEARING SYDNEY NOMINEES PTY LIMITED (CUSTODIAN ACCOUNT)
458,201 0.90
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 411,835 0.81
RUDIE PTY LIMITED (MATTANI SUPER FUND ACCOUNT) 327,427 0.64
LIMEBONO PTY LIMITED 255,000 0.50
SMARTWAY SOLUTIONS PPTY LIMITED 250,000 0.49
MRS YUN PAN 168,900 0.33
Total 30,975,283 60.72
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Corporate directory
Registered office Real Estate Capital Partners Managed Investments Limited
as responsible entity for Real Estate Capital Partners USA Property Trust
Level 15
20 Bond Street
Sydney NSW AUSTRALIA 2000
Phone: 1800 622 812
Company secretaries: Ms Sally Ascroft
Mr Alex Carrodus
Administration office Real Estate Capital Partners Management Pty Limited
as investment manager for Real Estate Capital Partners USA Property Trust
Level 9
51 Pitt Street
Sydney NSW AUSTRALIA 2000
Phone: 02 9222 8100
Company secretary: Mr Andrew Saunders
Unit registry Link Market Services Limited
Level 12
680 George Street
Sydney NSW AUSTRALIA 2000
Phone: 02 8280 7111
Auditor KPMG
10 Shelley Street
Sydney NSW AUSTRALIA 2000
Website www.recap.com.au/rcu
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