Westpac Diversified Property Fund/media/...Westpac Diversified Property Fund ARSN 119 620 674 Annual...
Transcript of Westpac Diversified Property Fund/media/...Westpac Diversified Property Fund ARSN 119 620 674 Annual...
Westpac Diversified Property Fund ARSN 119 620 674
Annual Financial Statements for the Year Ended
30 June 2010
comprising:
WDPF No.1 Trust ARSN 106 724 038
WDPF No.2 Trust ARSN 119 620 790
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Westpac Diversified Property Fund WDPF No.1 Trust
WDPF No.2 Trust Directors’ Report
30 June 2010
Directors’ Report The directors of Westpac Funds Management Limited (WFML) as Responsible Entity for Westpac Diversified Property Fund (WDPF), WDPF No.1 Trust (WDPF1) and WDPF No.2 Trust (WDPF2) present their report together with the financial statements for WDPF1 and WDPF2 for the year ended 30 June 2010.
Structure of financial statements The ordinary units issued by WDPF1 are stapled to the ordinary units issued by WDPF2. The combined entity of WDPF1 and WDPF2 is known as WDPF or the Stapled Funds. For the purpose of preparing consolidated financial statements that combine the assets and liabilities of WDPF1 and its controlled entities and WDPF2 and its controlled entity, WDPF1 is identified as the parent entity. The financial statements presented therefore comprise: Consolidated WDPF1 (WDPF): These are the consolidated financial statements for WDPF1 which incorporate the
assets and liabilities of the entities controlled by WDPF1 and combine the assets and liabilities of the stapled entity, WDPF2 and its controlled entity. These entities are referred to in this report and in the financial statements as Consolidated WDPF1 or Westpac Diversified Property Fund (WDPF).
Consolidated WDPF2: These are the consolidated financial statements for WDPF2 which incorporate the assets and liabilities of WDPF2 and its controlled entity. These entities are referred to in this report and in the financial statements as Consolidated WDPF2.
The above financial statements are presented in adjacent columns in a single financial report in accordance with the option available under ASIC Class Order 05/642. The constitution of WDPF provides that the Fund is not a trust, and that all property of the Scheme must be held in either WDPF1 or WPDF2. Accordingly, WDPF itself cannot hold any assets or property on a stand-alone basis. Although the Fund cannot hold any assets or property on a stand-alone basis, as a registered scheme under the Corporations Act 2001 it is still required to provide financial reports to its members. The financial report for Consolidated WDPF1 serves as a summary of the financial performance and position of WDPF as a whole. As the units held by investors are stapled units, the financial statements for Consolidated WDPF1 (WDPF) provide the most relevant information regarding the performance of investors‟ funds.
Responsible Entity The Responsible Entity of WDPF, WDPF1 and WDPF2 is WFML (ABN 28 085 352 405). The Responsible Entity's registered office is Level 16, 90 Collins Street, Melbourne, Victoria, 3000.
Principal activities WDPF is an unlisted managed investment scheme registered with the Australian Securities and Investments Commission (ASIC) on 22 May 2006 which was established to invest in direct property assets, listed property securities and unlisted property securities. The principal activity of WDPF is to build a diversified portfolio of income producing properties delivering stable income streams and having the potential for capital growth. WDPF1 was established on 13 October 2003 and was registered as a managed investment scheme with ASIC on 22 May 2006 for the purpose of investing in high quality properties that have a secure income stream and the potential for capital growth. WDPF2 was established on 22 May 2006 and was registered as a managed investment scheme with ASIC on 22 May 2006 for the purpose of taking advantage of investment opportunities that WDPF1 does not currently participate in, including limited property development roles, and to provide opportunity for potential future profitability and capital growth. There has been no change in the principal activities of WDPF or Consolidated WDPF2 during the year.
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Westpac Diversified Property Fund
WDPF No.1 Trust WDPF No.2 Trust Directors’ Report
30 June 2010 (continued)
Directors’ Report (continued) Directors The names of the directors of the Responsible Entity in office during the year and up to the date of this report are: Alan Cameron Chairman Steve Boulton Jim Evans Appointed on 6 October 2009 Liam Forde Stephen Gibbs Mike Hutchinson Retired on 31 December 2009 Jim McDonald Sean McElduff Retired on 6 October 2009 Les Vance Appointed on 6 October 2009 All directors were in office from the beginning of the year and up to the date of this report unless otherwise stated.
Company secretaries The company secretaries of the Responsible Entity in office during the year and up to the date of this report are Claire Filson (resigned 31 December 2009), Kim Rowe and Jane Frawley (appointed 28 May 2010).
Review of operations and results Results (a) WDPF The net profit of WDPF for the year ended 30 June 2010 was $14,011,000 (2009 - $46,361,000 loss). WDPF had a net current liability position of $179,743,000 as at 30 June 2010 (2009 - $329,000). WDPF‟s net current liability position is due to the reclassification of borrowings from non current to current as at 30 June 2010 because WDPF‟s Syndicated Debt Facility is due to expire on 9 May 2011. The directors of WFML are of the opinion that WDPF will be able to refinance the Syndicated Debt Facility prior to its expiry on the basis of: preliminary refinancing discussions that have been held with WDPF‟s existing financiers; and the loan to valuation ratios (LVR) and interest cover ratios (ICR) of WDPF that are well within existing covenant requirements.
The financial statements of WDPF have therefore been prepared on a going concern basis. (i) Termination of WDPF No. 1 Sub-Trust No. 2 and sale of Telstra House, 22 Henley Beach Rd, Mile End On 29 April 2010 the Trustee of WDPF1„s subsidiary, WDPF No.1 Sub-Trust No. 2 (WDPF1 – ST2) resolved to terminate WDPF1 – ST2 subject to the completion of the sale of its only investment property at Telstra House, 22 Henley Beach Rd, Mile End, South Australia. On 1 June 2010 WDPF sold the Telstra House investment property for $12.3 million. The sale price was at a 16% premium to the 30 June 2009 valuation of $10.6 million. (ii) Termination of WDPF No. 1 Sub-Trust No. 12 and sale of North Ryde Office Trust On 24 May 2010 the Trustee of WDPF1„s subsidiary, WDPF No.1 Sub-Trust No. 12 (WDPF1 – ST12) resolved to terminate WDPF1 – ST12 on 30 September 2010 subject to the completion of the sale of its only investment, being its interest in North Ryde Office Trust (NROT). On 16 June 2010 WDPF entered into a Unit Sale Side Deed with Mirvac Property Trust to sell its units in NROT for $22.5 million. The sale was conditional and effective upon the date of acquisition by the Mirvac Group of all of the issued units of Westpac Office Trust (WOT) by way of trust scheme. Refer to “matters subsequent to the end of the financial year” for further details. (iii) Withdrawal of WDPF Product Disclosure Statement and suspension of Distribution Re-investment Plan The WDPF Product Disclosure Statement dated 19 September 2008 was withdrawn from the market in May 2010 and as a consequence WDPF is now closed to new equity and the Dividend Re-investment Plan has been suspended until further notice.
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Westpac Diversified Property Fund WDPF No.1 Trust
WDPF No.2 Trust Directors’ Report
30 June 2010 (continued)
Directors’ Report (continued) Review of operations and results (continued) (b) Consolidated WDPF2 Consolidated WDPF2 continues to be non-operating. For the year ended 30 June 2010, Consolidated WDPF2 recorded a net operating loss of $1,000 (2009 - $1,000 loss). Consolidated WDPF2 had a net liability position of $4,000 as at 30 June 2010 (2009 - $3,000). Consolidated WDPF2‟s net liability position is due to annual administration fees being funded by WDPF1, whilst WDPF2 remains inactive. It is contemplated that any outstanding balances be repaid as soon as WDPF2 generates positive cash flow through future initiatives. As a consequence the financial statements of WDPF2 have been prepared on a going concern basis.
Distributions and returns of capital (a) WDPF During the year ended 30 June 2010 four amounts were paid by WDPF as follows: an amount of 1.947200 cents per stapled unit for the quarter ended 30 June 2009 (2008 - 1.815126 cents) was paid on 12 August
2009; an amount of 1.525000 cents per stapled unit for the quarter ended 30 September 2009 (2008 - 1.852600 cents) was paid on 30
October 2009; an amount of 1.525000 cents per stapled unit for the quarter ended 31 December 2009 (2008 - 1.884200 cents) was paid on 29
January 2010; and an amount of 1.375000 cents per stapled unit for the quarter ended 31 March 2010 (2009 - 1.916000 cents) was paid on 29 April
2010. An amount of 1.375000 cents per stapled unit for the quarter ended 30 June 2010 (2009 - 1.947200 cents) was paid on 29 July 2010 but is not provided for in these financial statements.
For the breakdown of these amounts between distributions and returns of capital refer to Note 13 – Distributions paid to unitholders and Note 24 – Contributed equity.
(b) Consolidated WDPF2
No amounts have been paid during the year ended 30 June 2010 (2009 – $Nil).
Significant changes in state of affairs In the opinion of the directors, there were no significant changes in the state of affairs of WDPF and Consolidated WDPF2 that occurred during the financial year.
Matters subsequent to the end of the financial year (i) Westpac Office Trust acquisition by the Mirvac Group On 21 July 2010 the unitholders of Westpac Office Trust (WOT) approved the acquisition by the Mirvac Group of all the issued units of WOT by way of a trust scheme. On 23 July 2010 the Supreme Court of New South Wales approved the implementation of the trust scheme. In consideration for WDPF‟s 23,000,000 WOT Instalment Receipts held at Record Date WDPF: was issued 3,470,708 Mirvac Instalment Receipts on 4 August 2010; and received cash consideration of $6,187,108 and $8,593,213 of instalment debt was repaid on its behalf on 9 August 2010.
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Westpac Diversified Property Fund
WDPF No.1 Trust WDPF No.2 Trust Directors’ Report
30 June 2010 (continued)
Directors’ Report (continued)
Matters subsequent to the end of the financial year (continued) (ii) Sale of North Ryde Office Trust On 4 August 2010 the conditions precedent to the sale of North Ryde Office Trust were satisfied and the sale was affected and on 6 August 2010 WDPF received the sales proceed of $22.5 million. (iii) Notice of default issued to a tenant of 706 Lorimer Street, Port Melbourne VIC The major tenant at the 706 Lorimer Street, Port Melbourne investment property is in arrears and has defaulted under its lease. On 4 August 2010 a cheque for $699,438 was issued under the $1,574,692 bank guarantee to cover the arrears amount up until to 14 July 2010. A replacement guarantee for the balance of $875,254 has been issued to WDPF. On 5 August 2010 a notice of default was issued to the tenant. As at the signing date of the financial statements, the tenant had not provided a top up to the guarantee as required. It is the Responsible Entity‟s intention to call on the remaining balance of the guarantee and vacate the tenant if the obligation has not been met within 14 days of the date of the notice of default. The valuation of the property reflects the Responsible Entity‟s expectation that the tenant will be vacated and the Responsible Entity will re-lease the property. No other significant events have occurred since the end of the reporting period which would impact on the financial position of WDPF and Consolidated WDPF2 disclosed in the Statements of Financial Position as at 30 June 2010 or on the results and cash flows of WDPF and Consolidated WDPF2 for the year ended on that date.
Likely developments and expected results of operations WDPF and Consolidated WDPF2 will continue to be managed in accordance with the investment objectives and guidelines as set out in the governing documents of the Scheme and in accordance with the provisions of the WDPF, WDPF1 and WDPF2 Constitutions. Further information on likely developments in the operations of WDPF and Consolidated WDPF2 and the expected results of their operations have not been included in this report because the Responsible Entity believes it would be likely to result in unreasonable prejudice to WDPF and Consolidated WDPF2 .
Indemnification and insurance of officers and auditor No insurance premiums are paid for out of the assets of WDPF and Consolidated WDPF2 in regards to insurance cover provided to the officers of WFML or the auditor of WDPF and Consolidated WDPF2. So long as the officers of WFML act in accordance with the WDPF, WDPF1 and WDPF2 Constitutions and the law, the officers remain indemnified out of the assets of WDPF against losses incurred while acting on behalf of WDPF. The auditor of WDPF and Consolidated WDPF2 is in no way indemnified out of the assets of WDPF and Consolidated WDPF2.
Fees paid to and interests held in WDPF by the Responsible Entity and its associates Responsible Entity management fees Management fees paid to the Responsible Entity and its associates out of WDPF's property during the year are disclosed in Note 9 to the financial statements. Responsible Entity performance fees Performance fees paid to the Responsible Entity and its associates out of WDPF's property during the year are disclosed in Note 9 to the financial statements. No fees were paid out of WDPF's property to the directors of the Responsible Entity during the year. The interests in the stapled units issued by WDPF held by the Responsible Entity, directors of the Responsible Entity and their director related entities 30 June 2010 are detailed in Note 28 of the financial statements.
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Westpac Diversified Property Fund WDPF No.1 Trust
WDPF No.2 Trust Directors’ Report
30 June 2010 (continued)
Directors’ Report (continued) Business Development Agreement The Responsible Entity entered into a business development agreement with Westpac on 18 July 2006 pursuant to which Westpac will notify WDPF and Consolidated WDPF2 of potential opportunities that it believes will be of interest to WDPF and Consolidated WDPF2. The business development agreement has created a mechanism enabling WDPF and Consolidated WDPF2 to move quickly to acquire new properties and investments.
Environmental regulation The operations of WDPF and Consolidated WDPF2 are not subject to any particular or significant environmental regulations under a Commonwealth, State or Territory law.
Rounding of amounts to the nearest thousand dollars WDPF1 and WDPF2 are entities of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the financial statements and directors' report have been rounded off to the nearest thousand dollars, unless otherwise stated.
Auditor’s independence declaration A copy of the auditor‟s independence declaration in accordance with section 307C of the Corporations Act 2001 is set out on page 6. This report is made in accordance with a resolution of the directors of Westpac Funds Management Limited as Responsible Entity for Westpac Diversified Property Fund, WDPF No.1 Trust and WDPF No.2 Trust.
Alan Cameron Chairman 26 August 2010
Liability limited by a scheme approved under Professional Standards Legislation
PricewaterhouseCoopers
ABN 52 780 433 757
Darling Park Tower 2
201 Sussex Street
GPO BOX 2650
SYDNEY NSW 1171
DX 77 Sydney
Australia
Telephone +61 2 8266 0000
Facsimile +61 2 8266 9999
www.pwc.com/au
Auditor’s Independence Declaration
As lead auditor for the audit of WDPF No.1 Trust and WDPF No.2 Trust for the year ended 30 June
2010, I declare that to the best of my knowledge and belief, there have been:
a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of WDPF No.1 Trust and WDPF No.2 Trust and the entities they
controlled during the period.
JW Bennett Sydney
Partner 26 August 2010
PricewaterhouseCoopers
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Westpac Diversified Property Fund WDPF No.1 Trust
WDPF No.2 Trust Statements of Comprehensive Income
For the year ended 30 June 2010
Statements of Comprehensive Income
Note 2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Income
Rental and other property income 3 42,125 38,668 23,222 21,067 0 0 0 0
Interest income 4 297 785 297 785 0 0 0 0
Distribution income 5 3,885 2,687 23,233 15,524 0 0 0 0
Net gain/(loss) - securities 6 6,491 (21,584) 1,169 (15,406) 0 0 0 0
Net gain/(loss) - investment properties 7 (8,441) (33,939) 7,713 (14,962) 0 0 0 0
Net gain/(loss) - subsidiaries 8 0 0 (18,344) (16,808) 0 0 0 0
Other income 0 110 0 110 0 0 0 0
Total income 44,357 (13,273) 37,290 (9,690) 0 0 0 0
Expenses
Responsible Entity fees 9 1,318 1,334 1,318 1,334 0 0 0 0
Impairment loss/(writeback) 10 0 0 (2,051) 7,535 0 0 0 0
Audit fees 64 116 64 116 0 0 0 0
Property expenses and outgoings 9,410 7,797 5,276 4,017 0 0 0 0
Finance costs 12 18,146 21,754 17,389 21,754 0 0 0 0
Other expenses 1,408 2,087 1,278 1,915 1 1 1 1
Total expenses 30,346 33,088 23,274 36,671 1 1 1 1
Net profit/(loss) for the year 14,011 (46,361) 14,016 (46,360) (1) (1) (1) (1)
Other comprehensive income 0 0 0 0 0 0 0 0
Total comprehensive income/(loss)
for the year14,011 (46,361) 14,016 (46,360) (1) (1) (1) (1)
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
The above Statements of Comprehensive Income should be read in conjunction with the accompanying notes.
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Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Statements of Financial Position As at 30 June 2010
Statements of Financial Position
Note 2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Current assets
Cash and cash equivalents 14(b) 9,138 7,964 8,099 7,758 0 0 0 0
Receivables 15 2,778 1,269 13,798 13,772 0 0 0 0
Other assets 16 346 185 82 19 0 0 0 0
Securities (assets) 17 41,160 0 0 0 0 0 0 0
Total current assets 53,422 9,418 21,979 21,549 0 0 0 0
Non current assets
Securities (assets) 17 1,829 37,667 0 0 0 0 0 0
Investment properties 18 353,625 370,550 235,150 225,950 0 0 0 0
Subsidiaries 19 0 0 138,006 156,350 0 0 0 0
Total non current assets 355,454 408,217 373,156 382,300 0 0 0 0
Total assets 408,876 417,635 395,135 403,849 0 0 0 0
Current liabilities
Payables 20 14,457 3,089 2,032 2,126 4 3 4 3
Other liabilities 21 131 0 133 0 0 0 0 0
Securities (liabilities) 22 403 6,355 403 6,355 0 0 0 0
Borrowings 23 218,174 303 218,174 303 0 0 0 0
Total current liabilities 233,165 9,747 220,742 8,784 4 3 4 3
Non current liabilities
Payables 20 1,322 12,822 0 0 0 0 0 0
Securities (liabilities) 22 4,656 0 4,656 0 0 0 0 0
Borrowings 23 0 229,269 0 229,269 0 0 0 0
Total non current liabilities 5,978 242,091 4,656 229,269 0 0 0 0
Total liabilities 239,143 251,838 225,398 238,053 4 3 4 3
Net assets/(liabilities) 169,733 165,797 169,737 165,796 (4) (3) (4) (3)
Equity
Contributed equity 24 213,829 210,712 213,829 210,712 0 0 0 0
Accumulated losses 25 (44,096) (44,915) (44,092) (44,916) (4) (3) (4) (3)
Total equity 169,733 165,797 169,737 165,796 (4) (3) (4) (3)
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
The above Statements of Financial Position should be read in conjunction with the accompanying notes.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Statements of Changes in Equity For the year ended 30 June 2010
Statements of Changes in Equity
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Note
Contributed
equity
Retained
earnings Total
Contributed
equity
Retained
earnings Total
$'000 $'000 $'000 $'000 $'000 $'000
Balance at 1 July 2008 205,943 13,316 219,259 205,943 13,314 219,257
Net profit/(loss) for the year 0 (46,361) (46,361) 0 (46,360) (46,360)
Other comprehensive income 0 0 0 0 0 0
Total comprehensive income/(loss) for the year 0 (46,361) (46,361) 0 (46,360) (46,360)
Transactions with owners in their capacity as owners:
Ordinary stapled securities issued during the year:
- persuant to a capital raising 4,018 0 4,018 4,018 0 4,018
- persuant to the distribution reinvestment plan 4,469 0 4,469 4,469 0 4,469
Ordinary stapled securities rebated during the year (324) 0 (324) (324) 0 (324)
Returns of capital 24 (3,394) 0 (3,394) (3,394) 0 (3,394)
Distributions paid to securityholders 13 0 (11,870) (11,870) 0 (11,870) (11,870)
4,769 (11,870) (7,101) 4,769 (11,870) (7,101)
Balance at 30 June 2009 210,712 (44,915) 165,797 210,712 (44,916) 165,796
Balance at 1 July 2009 210,712 (44,915) 165,797 210,712 (44,916) 165,796
Net profit/(loss) for the year 0 14,011 14,011 0 14,016 14,016
Other comprehensive income 0 0 0 0 0 0
Total comprehensive income/(loss) for the year 0 14,011 14,011 0 14,016 14,016
Transactions with owners in their capacity as owners:
Ordinary stapled securities issued during the year:
- persuant to a capital raising 0 0 0 0 0 0
- persuant to the distribution reinvestment plan 3,408 0 3,408 3,408 0 3,408
Stapled security issue costs adjustment (101) 0 (101) (101) 0 (101)
Returns of capital 24 (190) 0 (190) (190) 0 (190)
Distributions paid to securityholders 13 0 (13,192) (13,192) 0 (13,192) (13,192)
3,117 (13,192) (10,075) 3,117 (13,192) (10,075)
Balance at 30 June 2010 213,829 (44,096) 169,733 213,829 (44,092) 169,737
Contributed
equity
Retained
earningsTotal
Contributed
equity
Retained
earningsTotal
$'000 $'000 $'000 $'000 $'000 $'000
Balance at 1 July 2008 0 (2) (2) 0 (2) (2)
Net profit/(loss) for the year 0 (1) (1) 0 (1) (1)
Other comprehensive income 0 0 0 0 0 0
Total comprehensive income/(loss) for the year 0 (1) (1) 0 (1) (1)
Transactions with owners in their capacity as owners:
Ordinary stapled securities issued during the year:
- persuant to a capital raising 0 0 0 0 0 0- persuant to the distribution reinvestment plan 0 0 0 0 0 0
Ordinary stapled securities rebated during the year 0 0 0 0 0 0
Distributions paid to securityholders 13 0 0 0 0 0 0
0 0 0 0 0 0
Balance at 30 June 2009 0 (3) (3) 0 (3) (3)
Balance at 1 July 2009 0 (3) (3) 0 (3) (3)
Net profit/(loss) for the year 0 (1) (1) 0 (1) (1)
Other comprehensive income 0 0 0 0 0 0
Total comprehensive income/(loss) for the year 0 (1) (1) 0 (1) (1)
Transactions with owners in their capacity as owners:
Ordinary stapled securities issued during the year:
- persuant to a capital raising 0 0 0 0 0 0
- persuant to the distribution reinvestment plan 0 0 0 0 0 0
Distributions paid to securityholders 13 0 0 0 0 0 0
0 0 0 0 0 0
Balance at 30 June 2010 0 (4) (4) 0 (4) (4)
Consolidated WDPF2 WDPF2 Parent
WDPF
Consolidated WDPF1 WDPF1 Parent
The above Statements of Changes in Equity should be read in conjunction with the accompanying notes.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Statements of Cash Flows For the year ended 30 June 2010
Statement of Cash Flows
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Note
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Cash flows from operating activities
Rental and other property income received 44,233 40,763 25,006 21,473 0 0 0 0
Interest received 294 1,226 294 885 0 0 0 0
Distribution income received 3,540 2,236 27,015 14,970 0 0 0 0
Other income received 0 112 0 110 0 0 0 0
Finance costs paid (17,548) (21,291) (16,787) (21,293) 0 0 0 0
Responsible Entity fees and other operating
expenses paid (13,414) (13,065) (10,521) (7,401) 0 0 0 0
Goods and services tax paid to the
Australian Taxation Office (2,876) (845) (1,525) (1,032) 0 0 0 0
Net cash inflow/(outflow) from operating
activities 14(a) 14,229 9,136 23,482 7,712 0 0 0 0
Cash flows from investing activities
Payments for the purchase of investment
properties 0 (2,300) 0 (2,295) 0 0 0 0
Proceeds from the sale of investment
properties 12,096 0 0 0 0 0 0 0
Lease incentives paid and capitalised (656) (687) (202) (56) 0 0 0 0
Capital expenditure paid (2,425) (9,024) (950) (8,396) 0 0 0 0
Net cash inflow/(outflow) from investing
activities 9,015 (12,011) (1,152) (10,747) 0 0 0 0
Cash flows from financing activities
Repayment of borrowings (12,100) 0 (12,100) 0 0 0 0 0
Refinancing costs paid and capitalised 0 (1,250) 0 (1,250) 0 0 0 0
Proceeds from issue of stapled securities 3,409 7,860 3,491 7,860 0 0 0 0
Distributions paid (13,380) (14,964) (13,380) (14,964) 0 0 0 0
Net cash inflow/(outflow) from financing
activities (22,070) (8,354) (21,989) (8,354) 0 0 0 0
Net increase/(decrease) in cash and
cash equivalents 1,174 (11,229) 341 (11,389) 0 0 0 0
Cash and cash equivalents
at the beginning of the year 7,964 19,193 7,758 19,147 0 0 0 0
Cash and cash equivalents
at the end of the year 14(b) 9,138 7,964 8,099 7,758 0 0 0 0
Consolidated WDPF2
WDPF
Consolidated WDPF1 WDPF1 Parent WDPF2 Parent
The above Statements of Cash Flows should be read in conjunction with the accompanying notes.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
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1 General information
Westpac Diversified Property Fund (WDPF) was established in Australia under the Constitution dated 22 May 2006 with Westpac Funds Management Limited (WFML) as its Responsible Entity. WDPF No.1 Trust (WDPF1) was established in Australia under the Constitution dated 14 October 2003 with Westpac Funds Management Limited (WFML) as its Responsible Entity. WDPF No.2 Trust (WDPF2) was established in Australia under the Constitution dated 22 May 2006 with WFML as its Responsible Entity. The registered office of the Responsible Entity is located at Level 16, 90 Collins Street, Melbourne, Victoria 3000. As at 30 June 2010, WDPF and Consolidated WDPF2 had nil employees (2009 - nil employees). The ordinary units issued by the WDPF1 are stapled to the ordinary units issued by WDPF2. The combined entity of WDPF1 and WDPF2 is known as WDPF or the Stapled Funds. WDPF was established to invest in direct property assets, listed property securities and unlisted property securities. The principal activities of WDPF are to build a diversified portfolio of income producing properties delivering stable income streams and having the potential for capital growth.
Specifically:
WDPF1 was established for the purpose of investing in properties that have a secure income stream and the potential for capital growth.
WDPF2 was established for the purpose of taking advantage of investment opportunities that WDPF1 does not participate in, including limited property development roles, and to provide opportunity for potential future profitability and capital growth.
For the purpose of preparing consolidated financial statements that combine the assets and liabilities of WDPF1 and its controlled entities and WDPF2 and its controlled entity, WDPF1 is identified as the parent entity. The financial statements presented therefore comprise: Consolidated WDPF1 (WDPF): These are the financial statements for WDPF1 which incorporates the assets and
liabilities of the entities controlled by WDPF1 and combine the assets and liabilities of the stapled entity, WDPF2 and its controlled entity. These entities are referred to in this report and in the financial statements as Consolidated WDPF1 or WDPF.
Consolidated WDPF2: These are the financial statements for WDPF2 which incorporate the assets and liabilities of WDPF2 and its controlled entity. These entities are referred to in this report and in the financial statements as Consolidated WDPF2.
The controlled entities of WDPF1 comprise: WDPF No.1 Sub-Trust No.1 (WDPF1-ST1) which was established in Australia under the Trust Deed dated 21 August 2006. WDPF No.1 Sub-Trust No.2 (WDPF1-ST2) which was established in Australia under the Trust Deed dated 21 August 2006. WDPF No.1 Sub-Trust No.3 (WDPF1-ST3) which was established in Australia under the Trust Deed dated 21 August 2006. WDPF No.1 Sub-Trust No.4 (WDPF1-ST4) which was established in Australia under the Trust Deed dated 25 October 2006. WDPF No.1 Sub-Trust No.5 (WDPF1-ST5) which was established in Australia under the Trust Deed dated 26 October 2006. WDPF No.1 Sub-Trust No.6 (WDPF1-ST6) was established in Australia under the Trust Deed dated 11 October 2006. WDPF No.1 Sub-Trust No.7 (WDPF1-ST7) which was established in Australia under the Trust Deed dated 30 August 2007. WDPF No.1 Sub-Trust No.8 (WDPF1-ST8) which was established in Australia under the Trust Deed dated 3 October 2007. WDPF No.1 Sub-Trust No.9 (WDPF1-ST9) which was established in Australia under the Trust Deed dated 3 October 2007. WDPF No.1 Sub-Trust No.10 (WDPF1-ST10) which was established in Australia under the Trust Deed dated 17 December 2007. WDPF No.1 Sub-Trust No.11 (WDPF1-ST11) which was established in Australia under the Trust Deed dated 23 October 2007. WDPF No.1 Sub-Trust No.12 (WDPF1-ST12) which was established in Australia under the Trust Deed dated 17 December 2007. The controlled entity of WDPF2 is WDPF No.2 Sub-Trust No.1 (WDPF2- ST1) which was established in Australia under the Trust Deed dated 17 December 2007.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-12-
1 General information (continued)
The Trustee of all of the WDPF1 and the WDPF2 sub-trusts is Westpac Funds Administration Pty Limited (WFAPL), a 100% owned subsidiary of WFML.
The group structure of WDPF is detailed below:
The constitution of WDPF provides that the Scheme is not a trust, and that all property of the Scheme must be held in either WDPF1 or WPDF2. Accordingly, WDPF itself cannot hold any assets or property on a stand-alone basis. Although the Fund cannot hold any assets or property on a stand-alone basis, as a registered scheme under the Corporations Act 2001 it is still required to provide financial reports to its members. The financial report for Consolidated WDPF1 serves as a summary of the financial performance and position of WDPF as a whole. As the units held by investors are stapled units, the financial statements for Consolidated WDPF1 (WDPF) provide the most relevant information regarding the performance of investors‟ funds.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-13-
2 Summary of significant accounting policies (a) Basis of preparation The financial statements are general purpose financial statements and have been prepared in accordance with the requirements of the Australian Accounting Standard (including Interpretations), the Corporations Act 2001 and the WDPF, WDPF1 and WDPF2 Constitutions. The financial statements have been prepared in accordance with the historical cost convention, except for securities, subsidiaries and investment properties which are measured at fair value. The financial statements comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). From 1 July 2009, WDPF1 and WDPF2 have adopted the revised AASB 101 Presentation of Financial Statements which became operative for the annual reporting period commencing on 1 January 2009. AASB 101 Presentation of Financial Statements requires the separate presentation of Statements of Comprehensive Income and Statements of Changes in Equity. All non-owner changes in equity must now be presented in the Statements of Comprehensive Income. As a consequence, the Group has to change the presentation of its financial statements. Comparative information has been re-presented so that it is also in conformity with the revised standard. WDPF had a net current liability position of $179,743,000 as at 30 June 2010 (2009 - $329,000). WDPF‟s net current liability position is due to the reclassification of borrowings from non current to current as at 30 June 2010 because WDPF‟s Syndicated Debt Facility is due to expire on 9 May 2011. The directors of WFML are of the opinion that WDPF will be able to refinance the Syndicated Debt Facility prior to its expiry on the basis of: preliminary refinancing discussions that have been held with WDPF‟s existing financiers; and the loan to valuation ratios (LVR) and interest cover ratios (ICR) of WDPF that are well within existing covenant requirements.
The financial statements of WDPF have therefore been prepared on a going concern basis. Consolidated WDPF2 had a net liability position of $4,000 as at 30 June 2010 (2009 - $3,000). Consolidated WDPF2‟s net liability position is due to annual administration fees being funded by WDPF1, whilst WDPF2 remains inactive. It is contemplated that any outstanding balances be repaid as soon as WDPF2 generates positive cash flow through future initiatives. The financial statements of Consolidated WDPF2 have therefore been prepared on a going concern basis. The functional and presentation currency of WDPF and Consolidated WDPF2 is Australian dollars. The financial statements of WDPF1 and WDPF2 for the year ended 30 June 2010 were authorised for issue in accordance with a resolution of the directors of the Responsible Entity. The directors of the Responsible Entity have the powers to amend and reissue the financial statements. The accounting policies adopted are consistent with those of the previous financial year. (b) Stapled units The ordinary units issued by WDPF1 are stapled to the ordinary units issued by WDPF2. The combined entities of WDPF1 and WDPF2 are known as the Stapled Funds. The units will only be unstapled in accordance with the determination of the Responsible Entity for WDPF1 and WDPF2 if: the unitholders of WDPF1 and WDPF2 have approved the unstapling by special resolution; and the unstapling period commences within three months after the later of the dates on which the approval of unitholders is obtained. AASB Interpretation 1002 “Post-Date-of-Transition Stapling Arrangements” The stapling arrangement between the WDPF entities was affected post the date of transition to Australian equivalents to International Financial Reporting Standards, therefore AASB Interpretation 1002 applies. In accordance with this interpretation, for the purpose of preparing the consolidated financial statements that combines the assets and liabilities of the stapled entities, WDPF1 is identified as the parent entity.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-14-
2 Summary of significant accounting policies (continued) (c) Basis of consolidation The consolidated financial statements of WDPF1 combine the assets and liabilities of WDPF1 and the entities WDPF1 controls, WDPF2 and the entities WDPF2 controls as at 30 June 2010. These entities are referred to in the financial statements as Consolidated WDPF1 or WDPF. The effects of all transactions between entities in WDPF1 consolidated group are eliminated in full. The consolidated financial statements of WDPF2 incorporate the assets and liabilities of WDPF2 and the entity it controls as at 30 June 2010. These entities are referred to in the financial statements as Consolidated WDPF2. The effects of all transactions between entities in the WDPF2 consolidated group are eliminated in full. Subsidiaries are all those entities (including special purpose entities) over which WDPF1 and WDPF2 have the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether WDPF1 or WDPF2 controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the WDPF1 or WDPF2. They are de-consolidated from the date that control ceases. All transactions (including gains and losses) and balances between entities in WDPF and Consolidated WDPF2 are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by WDPF. Investments in subsidiaries are accounted for at fair value through profit or loss. (d) New accounting standards and interpretations Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June 2010 reporting period. The directors' assessment of the impact of these new standards (to the extent relevant to WDPF and Consolidated WDPF2) and interpretations is set out below: (i) AASB 9 Financial Instruments and AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 (effective
from 1 January 2013) AASB 9 Financial Instruments requires all financial assets to be: • classified on the basis of the entity‟s business model for managing its financial assets and the contractual cash flow characteristics of
the financial asset; • initially measured at fair value plus, in the case of a financial asset not at fair value through profit or loss, particular transaction costs;
and • subsequently measured at amortised cost or fair value. WDPF and Consolidated WDPF2 will apply the revised standards from 1 July 2013. WDPF and Consolidated WDPF2 have yet to fully assess the impact of adopting the revised standards. (ii) AASB Interpretation 19 Extinguishing financial liabilities with equity instruments and AASB 2009-13 Amendments to Australian
Accounting Standards arising from Interpretation 19 (effective from 1 July 2010) AASB Interpretation 19 clarifies the accounting when an entity renegotiates the terms of its debt with the result that the liability is extinguished by the debtor issuing its own equity instruments to the creditor (debt for equity swap). It requires a gain or loss to be recognised in the profit or loss which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued. WDPF and Consolidated WDPF2 will apply the revised standards from 1 July 2010. WDPF and Consolidated WDPF2 do not expect that any adjustments will be necessary as the result of applying the revised rules since it is only retrospectively applied from the beginning of the earliest period presented 1 July 2009 and WDPF and Consolidated WDPF2 have not entered into any debt for equity swaps since that date.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
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2 Summary of significant accounting policies (continued) (e) Significant accounting estimates, judgements and assumptions In applying WDPF's and Consolidated WDPF2‟s accounting policies, management continually evaluates estimates, judgements and assumptions based on experience and other factors, including expectations of future events that may have an impact on the entity. All estimates, judgements and assumptions made are believed to be reasonable based on the most current set of circumstances available to management. Actual results may differ from the estimates, judgements and assumptions. Significant estimates, judgements and assumptions are outlined below: Valuation of securities and subsidiaries The fair values of unlisted securities and subsidiaries are determined by reference to bid unit/share price at the close of business on balance sheet date as established and advised by the company‟s directors and unregistered unit trust‟s Trustee. The carrying amount of securities held by WDPF as at 30 June 2010 was $42,989,000 (2009 - $37,667,000). The carrying amount of subsidiaries held by WDPF as at 30 June 2010 was $138,006,000 (2009 – $156,350,000). Further information in relation to securities is provided in Note 2(i). Valuation of derivative securities The fair value of derivative securities is determined by the projected future cash flows under the derivative contract and then discounting these cash flows back to their present value using a pre tax, risk adjusted discount rate. The carrying amount of derivative securities held by WDPF as at 30 June 2010 was a net liability of $5,059,000 (2009 - $6,355,000 liability). Further information in relation to derivative securities is provided in Note 2(h). Valuation of investment properties The fair value of investment properties are based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, WDPF uses alternative valuation methods such as recent prices in less active markets or discounted cash flow projections. The carrying amount of investment properties held by WDPF as at 30 June 2010 was $353,625,000 (2009 - $370,550,000). The key valuation inputs used by WDPF‟s appropriately qualified independent valuers in determining the fair value of investment properties are set out below:
Valuation input 30-Jun-10 31-Dec-09 30-Jun-09
Discount rate 9.25% - 11.00% 9.00% - 10.25% 8.50% - 10.25%
Terminal yield 7.50% - 10.25% 8.00% - 10.00% 6.50% - 10.75%
Capitalisation rate 7.50% - 10.00% 7.50% - 9.75% 6.50% - 9.75%
Expected vacancy period Nil - 12 months Nil - 12 months 3 months - 12 months
Market rental growth rates 1.70% - 3.30% 2.77% - 4.00% 2.34% - 3.46% Fair value of investment property is the price at which the property could be exchanged between knowledgeable, willing parties in an arm‟s length transaction. A “willing seller” is not a forced seller prepared to sell at any price. The best evidence of fair value is given by current prices in an active market for similar property in the same location and condition. The global market for many types of real estate has been severely affected by the recent volatility in global financial markets. The lower levels of liquidity and volatility in the banking sector have translated into a general weakening of market sentiment towards real estate and the number of real estate transactions has significantly reduced. The lack of current and comparable market evidence relating to pricing assumptions and market drivers means that there is less certainty in regard to valuations and the assumptions applied to valuation inputs. The period of time needed to negotiate a sale in this environment may also be significantly prolonged.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
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2 Summary of significant accounting policies (continued) (e) Significant accounting estimates, judgements and assumptions (continued) The fair value of investment property has been adjusted to reflect market conditions at the end of the reporting period. While this represents the best estimates of fair value as at the balance sheet date, the current market uncertainty means that if investment property is sold in future the price achieved may be higher or lower than the most recent valuation, or higher or lower than the fair value recorded in the financial statements. The Responsible Entity has adopted the independent valuation as at 30 June 2010. Further information in relation to investment properties is provided in Note 2(h). (f) Cash and cash equivalents For Statements of Cash Flows presentation purposes, cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short term, high liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings on the Statements of Financial Position. (g) Receivables Receivables include amounts receivable from subsidiaries and income receivables. Dividends and trust distributions are accrued when the right to receive payment is established. Receivables from subsidiaries are repayable by subsidiaries at call. All other receivables are generally received within 30 days. Collectibility of receivables is reviewed on an ongoing basis. Receivables which are known to be uncollectible are written off by reducing the carrying amount directly. An allowance account (provision for impairment of receivables) is used when there is objective evidence that WDPF will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the receivable is impaired. The amount of the impairment allowance is the difference between the asset‟s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of the impairment loss is recognised as expense in the profit or loss. When a receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are written back against the impairment allowance in the profit or loss. (h) Securities and subsidiaries Securities and subsidiaries are recorded at fair value through profit or loss upon initial recognition. Costs incidental to the acquisition of securities are recognised as expenses in the profit or loss when incurred. After initial recognition, securities and subsidiaries are measured at fair value as they are managed and performance evaluated on a fair value basis in accordance with WDPF1‟s and WDPF2‟s investment strategies. Unrealised gains or losses arising from changes in the fair value of securities and subsidiaries are calculated as the difference between the fair value at year end and the fair value at the previous valuation point. Realised gains or losses are recognised upon sale or restructure of securities and are calculated as the difference between the settlement and the fair value at the previous valuation point. Purchases and sales of securities that require delivery within the time frame generally established by regulation or convention in the market place are recognised on the trade date, i.e. the date that WDPF and Consolidated WDPF2 commits to purchase or sell the securities. Listed securities Listed securities comprise units in a managed investment scheme. For listed securities that are actively traded in organised financial markets, fair value is determined by reference to stock exchange quoted market bid prices at the close of business on the balance sheet date, unless the Responsible Entity determines there is no market in respect of the relevant investment or the market value does not represent the fair value of the relevant investment. Where the Responsible Entity so determines, the Responsible Entity must at the same time determine a method of valuation other than market value for the relevant investment. Unlisted securities and subsidiaries Unlisted securities and subsidiaries comprise units and instalment receipts in managed investment schemes and units in and loans to unregistered unit trusts.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-17-
2 Summary of significant accounting policies (continued) (h) Securities and subsidiaries (continued) Unlisted securities and subsidiaries (continued) The fair values of unlisted securities and subsidiaries are determined by reference to bid unit/instalment receipt price at the close of business on balance sheet date as established and advised by the applicable managed investment scheme‟s Responsible Entity and the unregistered unit trust‟s Trustee. Derivative securities WDPF uses derivative financial instruments, specifically interest rate swaps to hedge its exposure to fluctuations in interest rates arising from floating interest rate borrowings. The fair value of derivative securities is determined by reference to the fair value of the derivative instrument as advised by the counterparty to the derivative contract on balance sheet date. In assessing fair value, the projected future cash flows under the derivative contract are discounted to their present value using a pre-tax discount rate that reflects a market determined risk adjusted discount rate. (i) Investment properties
WDPF has invested in a portfolio of shopping centres, distribution centres and office buildings in Australia. The properties represent investment interests in land and buildings, including integral plant and equipment, held for the purpose of producing rental income.
The basis of valuation of the properties is at fair value, which is based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this information is not available, WDPF uses alternative valuation methods such as recent prices in less active markets or discounted cash flow projections.
The fair value of the investment properties includes the unamortised cost of lease incentives, unamortised leasing costs and the impact of straight-lining rental income.
The fair value of the investment properties is re-assessed at the end of each reporting period, and is independently revalued at least every three years.
All changes in the fair value of the investment properties are recorded in the Statements of Comprehensive Income. (j) Payables Payables include liabilities and accrued expenses owing by WDPF which are unpaid as at the end of the reporting period. The amounts are unsecured and are usually paid within 30 days of recognition. The distribution amount payable to unitholders as at the end of each reporting period is recognised separately when unitholders are presently entitled to the distributable income under the WDPF, WDPF1 and WDPF2 Constitutions. (k) Borrowings All borrowings are initially recognised at fair value being the consideration received. After initial recognition, borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs or fees in relation to the establishment of borrowing facilities, and any discount or premium on settlement. Fees paid on the establishment of borrowing facilities are initially capitalised as a prepayment for liquidity services and are subsequently amortised over the period of the facility to which it relates upon a draw down of funds. Other borrowing costs are expensed to the Statements of Comprehensive Income. Borrowings are derecognised when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised as other income or finance costs. Borrowings are classified as non current where WDPF is not obligated or required to settle the liability for at least 12 months after reporting date. (l) Income and expense recognition Income is recognised to the extent that it is probable that the economic benefits will flow to WDPF and Consolidated WDPF2 and the income can be reliably measured. The following specific recognition criteria must also be met before income and expenses are recognised: Rental income Rental income is recognised on a straight-line basis over the term of the lease. An asset is recognised to represent the portion of operating lease revenue in a reporting period relating to fixed increases in operating lease rentals in future periods. These assets are recognised as a component of investment properties.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-18-
2 Summary of significant accounting policies (continued) (l) Income and expense recognition (continued) Interest income Interest income is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset. Dividend and distribution income Dividend and distribution income is recognised when there is control over the right to receive the dividend or distribution payment. Responsible Entity fees Refer to Note 9 for further information on Responsible Entity management and performance fees. The Responsible Entity is also entitled under the WDPF, WDPF1 and WDPF2 Constitutions to be reimbursed for certain expenses incurred in administering WDPF, WDPF1 and WDPF2. The basis on which the expenses are reimbursed is defined in the WDPF, WDPF1 and WDPF2 Constitutions. Finance and borrowing costs Refer to Note 2(k) for the recognition and measurement of borrowing costs. Other finance costs are recognised as an expense when incurred. Expenses Expenses are recognised in the Statements of Comprehensive Income when WDPF and Consolidated WDPF2 has a present obligation (legal or constructive) as a result of a past event that can be reliably measured and where the expenses do not produce future economic benefits that qualify for recognition in the Statements of Financial Position. (m) Issued financial instruments
Debt and equity instruments are classified as equity in accordance with the substance of the contractual arrangement. Any transaction costs arising on the issue of such financial instruments are recognised as a reduction of the proceeds received.
(n) Distributions The WDPF, WDPF1 and WDPF2 Constitutions require the Responsible Entity to distribute to each unitholder an amount representing the distributable income entitlement of each ordinary unitholder in respect of a distribution period. Distributable income may include capital gains arising from the disposal of investments, if any. Unrealised gains and losses on investments are transferred to equity and are not distributable and assessable until realised. Capital losses are not distributed to unitholders but are retained to be offset against any realised capital gains. (o) Income tax WPDF Under current legislation, WDPF is not subject to income tax provided the taxable income of WDPF is fully distributed either by way of cash or reinvestment (i.e. unitholders are presently entitled to the income of the Scheme). Consolidated WDPF2 Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date. Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilit ies and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences: except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and in respect of taxable temporary differences associated with investments in subsidiaries, except where the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-19-
2 Summary of significant accounting policies (continued) (o) Income tax (continued) Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised: except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date. (p) Goods and Services Tax (GST) Income, expenses and assets are recognised net of the amount of GST except: where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST
is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statements of Financial Position. Reduced income tax credits recoverable by WDPF from the Australian Taxation Office are recognised as receivables in the Statements of Financial Position. Cash flows are included in the Statements of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. (q) Rounding of amounts WDPF1 and WDPF2 are entities of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the financial statements and directors' report have been rounded off to the nearest thousand dollars, unless otherwise stated.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-20-
2 Summary of significant accounting policies (continued) (r) Comparatives Where necessary, comparatives have been reclassified and repositioned for consistency with current year disclosures.
Reclassification of prior period comparative information – returns of capital
In the 2009 financial year WDPF1‟s returns of capital to unitholders were incorrectly classified as distributions. The misclassification did not impact WDPF‟s and WDPF1‟s net loss for the year ended 30 June 2009.
The impact of the misclassification was to:
to overstate WDPF‟s and WDPF1‟s distributions by $4,161,000 and therefore understate WDPF‟s and WDPF1‟s retained earnings by $4,161,000; and
to overstate WDPF‟s and WDPF1‟s contributed equity by $4,161,000.
The misclassification has been amended by restating 30 June 2009 comparative balances as set out below:
Restated Issued Restated Issued
30 June 2009 30 June 2009 30 June 2009 30 June 2009
$'000 $'000 $'000 $'000
Statement of Financial Position
Contributed equity 210,712 214,873 210,712 214,873
Accumulated losses (44,915) (49,076) (44,916) (49,077)
Total equity 165,797 165,797 165,796 165,796
Distributions paid to unitholders (Note 13)
Distribution - 30 June 2,325 3,631 2,325 3,631
Distribution - 30 September 3,360 3,789 3,360 3,789
Distribution - 31 December 2,589 3,875 2,589 3,875
Distribution - 31 March 3,596 3,969 3,596 3,969
Total distributions paid to unitholders 11,870 15,264 11,870 15,264
WDPF
Consolidated WDPF1 WDPF1 Parent
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-21-
2 Summary of significant accounting policies (continued) (r) Comparatives (continued) Reclassification of prior period comparative information – impairment allowance – receivables – subsidiaries
In the 2009 financial year, WDPF1‟s impairment allowance in relation to a receivable from a subsidiary was incorrectly classified against the subsidiaries balance in the Statements of Financial Position and the net gain/(loss) – subsidiaries balance in the Statements of Comprehensive Income. The misclassification did not impact WDPF1‟s net loss for the year ended 30 June 2009. The misclassification had not impact on WDPF‟s (the Consolidated Group‟s) result for the year ended 30 June 2009.
The impact of the misclassification was to:
to understate WDPF1‟s impairment loss by $7,535,000 and therefore overstate WDPF1‟s net receivables – subsidiaries balance by $7,535,000.
to overstate net unrealised loss - subsidiaries by $7,535,000 and therefore understate WDPF1‟s subsidiaries by $7,535,000.
The misclassification has been amended by restating 30 June 2009 comparative balances as set out below:
Restated Issued
30 June 2009 30 June 2009
$'000 $'000
Statement of Comprehensive Income
Income
Net gain/(loss) - subsidiaries (16,808) (24,342)
Total income (9,690) (17,224)
Expenses
Impairment loss/(writeback) 7,535 0
Total expenses 36,671 29,136
Statement of Financial Position
Current assets
Receivables - subsidiaries 9,305 16,840
Total receivables - current 13,772 21,307
Total current assets 21,549 29,084
Non current assets
Subsidiaries 156,350 148,815
Total non current assets 382,300 374,765
WDPF1 Parent
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
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3 Rental and other property income
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Rental income 35,649 32,822 19,084 17,207 0 0 0 0
Recovery of outgoings 5,573 4,582 3,863 3,412 0 0 0 0
Adjustment for straight-lining rental income 903 1,264 275 448 0 0 0 0
Total rental and other property income 42,125 38,668 23,222 21,067 0 0 0 0
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
4 Interest income
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Cash and cash equivalents 297 785 297 785 0 0 0 0
Total interest income 297 785 297 785 0 0 0 0
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
5 Distribution income
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Unlisted securities 1,973 1,870 0 0 0 0 0 0
Listed securities 1,912 817 0 0
Subsidiaries 0 0 23,233 15,524
Total distribution income 3,885 2,687 23,233 15,524 0 0 0 0
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
6 Net gain/(loss) – securities
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Unlisted securities
Net gain/(loss) - unrealised 4,287 (3,590) 0 0 0 0 0 0
Net gain/(loss) - unlisted securities 4,287 (3,590) 0 0 0 0 0 0
Listed securities
Net gain/(loss) - unrealised 1,035 (2,588) 0 0 0 0 0 0
Net gain/(loss) - listed securities 1,035 (2,588) 0 0 0 0 0 0
Derivative securities
Net gain/(loss) - unrealised 1,169 (15,406) 1,169 (15,406) 0 0 0 0
Net gain/(loss) - derivative securities 1,169 (15,406) 1,169 (15,406) 0 0 0 0
Total net gain/(loss) - securities 6,491 (21,584) 1,169 (15,406) 0 0 0 0
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-23-
7 Net gain/(loss) – investment properties
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Net gain/(loss) - unrealised (9,937) (33,939) 7,713 (14,962) 0 0 0 0
Net gain/(loss) - realised 1,496 0 0 0 0 0 0 0
Total net gain/(loss) - investment properties (8,441) (33,939) 7,713 (14,962) 0 0 0 0
Net gain/(loss) - unrealised comprises:
Revaluation of investment properties (9,034) (32,675) 7,988 (14,514) 0 0 0 0
Adjustment for straight-lining rental income (903) (1,264) (275) (448) 0 0 0 0
(9,937) (33,939) 7,713 (14,962) 0 0 0 0
WDPF2 Parent
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent
8 Net gain/(loss) – subsidiaries
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Net gain/(loss) - unrealised 0 0 (18,344) (16,808) 0 0 0 0
Total net gain/(loss) - subsidaries 0 0 (18,344) (16,808) 0 0 0 0
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
9 Responsible Entity fees
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Responsible Entity management fee 1,318 1,334 1,318 1,334 0 0 0 0
Total Responsible Entity fees 1,318 1,334 1,318 1,334 0 0 0 0
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
Management fee In accordance with the WDPF1 and WDPF2 Constitutions and the WDPF PDS, the Responsible Entity is entitled to a management fee calculated on the following basis: 0.25% of the gross asset value of the initial properties; 0.40% of the gross asset value of new direct properties; 0.31% of the gross asset value of property securities; and 0.41% of the gross asset value of other assets. The management fee is payable quarterly in arrears. Performance fee The Responsible Entity is also entitled to charge an annual performance fee in the form of cash or stapled units in the event that the Total Return of WDPF outperforms the Total Return Benchmark Index, being the Mercer/IPD Australian Pooled Property Fund Index.
The Total Return of WDPF is calculated by dividing the NAV per stapled unit at the end of the financial year, adjusted by adding any income and/or capital distributions during that period, by the NAV per stapled unit at the commencement of that period, converted to a percentage and assuming distribution reinvestment. If the Total Return of WDPF exceeds the Total Return Benchmark Index, the Responsible Entity is entitled to 20% of the outperformance. In accordance with the WDPF PDS and the WDPF1 and WDPF2 Constitutions, the outperformance will be calculated by multiplying the value of the gross assets of WDPF as at the last day of the performance fee period by the percentage amount that the Total Return for that performance fee period exceeds the percentage change in the Total Return Benchmark Index for that financial year. Performance against the Total Return Benchmark Index is measured on a cumulative basis. This means any under performance of WDPF against the Total Return Benchmark Index will need to be recovered before any performance fee is payable.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-24-
9 Responsible Entity fees (continued)
Performance fee (continued) The Responsible Entity has limited the amount of performance fees payable in any one year to 1.025% of the gross assets of WDPF. Any performance fee that exceeds the 1.025% limit will be determined and subsequently paid in a year when it can be paid within the 1.025% limit.
10 Impairment loss/(writeback)
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Impairment loss/(writeback) - receivable -
subsidiary 0 0 (2,051) 7,535 0 0 0 0
Total impairment loss/(writeback) 0 0 (2,051) 7,535 0 0 0 0
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
11 Audit fees
2010 2009 2010 2009 2010 2009 2010 2009
$ $ $ $ $ $ $ $
Amounts paid or payable excluding GST to
PriceWaterhouseCoopers for:
Audit and review of financial statements 85,517 96,535 85,517 96,535 0 0 0 0
Audit of compliance plan 5,500 19,000 5,500 19,000 0 0 0 0
Total audit fees 91,017 115,535 91,017 115,535 0 0 0 0
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
12 Finance Costs
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Interest - cash and cash equivalents 0 8 0 8 0 0 0 0
Interest - syndicated facility 12,417 16,686 12,417 16,686 0 0 0 0
Interest - derivative securities 4,946 5,059 4,946 5,059 0 0 0 0
Interest - other 782 0 25 0 0 0 0 0
Bank charges 1 1 1 1 0 0 0 0
Total finance costs 18,146 21,754 17,389 21,754 0 0 0 0
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-25-
13 Distributions paid to unitholders
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Distribution - 30 June 3,868 2,325 3,868 2,325 0 0 0 0
Distribution - 30 September 3,199 3,360 3,199 3,360 0 0 0 0
Distribution - 31 December 3,212 2,589 3,212 2,589 0 0 0 0
Distribution - 31 March 2,913 3,596 2,913 3,596 0 0 0 0
Total distributions paid to unitholders 13,192 11,870 13,192 11,870 0 0 0 0
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
Refer to Note 2(r) for details in relation to the restatement of 30 June 2009 comparative balances. During the year ended 30 June 2010 four distributions were paid by WDPF as follows: a distribution of 1.856036 cents per stapled unit for the quarter ended 30 June 2009 (2008 - 1.162332 cents) was paid on 12 August
2009; a distribution of 1.525000 cents per stapled unit for the quarter ended 30 September 2009 (2008 - 1.642945 cents) was paid on 30
October 2009; a distribution of 1.525000 cents per stapled unit for the quarter ended 31 December 2009 (2008 - 1.258713 cents) was paid on 29
January 2010; and a distribution of 1.375000 cents per stapled unit for the quarter ended 31 March 2010 (2009 - 1.736038 cents) was paid on 29 April
2010. A distribution of 1.375000 cents per stapled unit for the quarter ended 30 June 2010 (2009 - 1.856036 cents) was paid on 29 July 2010 but is not provided for in these financial statements.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-26-
14 Reconciliation of net profit/(loss) for the year to net cash flows from operating activities
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
(a) Reconciliation of net profit/(loss)
for the year to net cash flows from
operating activities
Net profit/(loss) for the year 14,011 (46,361) 14,016 (46,360) (1) (1) (1) (1)
Adjustments for non cash and non
operating items:
Net (gain)/loss - securities (6,491) 21,584 (1,169) 15,406 0 0 0 0
Net (gain)/loss - investment properties 7,538 32,675 (7,988) 14,514 0 0 0 0
Net (gain)/loss - subsidiaries 0 0 18,344 16,808 0 0 0 0
Borrowing establishment costs
amortisation
668 1,089 668 1,089 0 0 0 0
Impairment loss/(writeback) 0 0 (2,051) 7,535 0 0 0 0
Lease incentive amortisation 497 334 122 88 0 0 0 0
Other 36 0 0 0 1 1 1 1
Changes in operating related assets
and liabilities:
(Increase)/decrease in receivables (1,509) 175 2,020 (16,781) 0 0 0 0
(Increase)/decrease in accrued income 0 (9) 0 (3) 0 0 0 0
(Increase)/decrease in other assets (245) 1,219 (145) 1,248 0 0 0 0
Increase/(decrease) in payables (331) (432) (275) 15,519 0 0 0 0
Increase/(decrease) in accrued interest
expense (91) (134) (91) (344) 0 0 0 0
Increase/(decrease) in other liabilities 247 (1,004) 133 (1,006) 0 0 0 0
(Increase)/decrease in trust establishment
costs (102) 0 (102) 0 0 0 0 0
Net cash flows from operating activities 14,229 9,136 23,482 7,712 0 0 0 0
(b) Reconciliation of cash and cash
equivalents
Cash at bank 7,455 1,206 7,455 1,206 0 0 0 0
Short term deposits 0 6,500 0 6,500 0 0 0 0
Managing agents' trust accounts 1,683 258 644 52 0 0 0 0
Total cash and cash equivalents 9,138 7,964 8,099 7,758 0 0 0 0
WDPF
Consolidated WDPF1 WDPF1 Parent WDPF2 ParentConsolidated WDPF2
Cash at bank earns interest at floating rates based daily bank deposit rates. Short term deposits were at call and earned interest at the short term deposit rates. The managing agents‟ trust accounts are non interest bearing accounts.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-27-
15 Receivables
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Current
Receivables - subsidiaries 0 0 18,225 16,839 0 0 0 0
Less: provision for impairment 0 0 (5,484) (7,535) 0 0 0 0
Net receivables - subsidiaries 0 0 12,741 9,305 0 0 0 0
Rent receivable 1,962 801 1,037 675 0 0 0 0
Interest receivable 20 17 20 10 0 0 0 0
Distribution receivable 796 451 0 3,782 0 0 0 0
Total receivables - current 2,778 1,269 13,798 13,772 0 0 0 0
WDPF2 Parent
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent
Movements in the provision for impairment - receivables - subsidiaries are as follows:
Opening balance 0 0 7,535 0 0 0 0 0
Impairment loss/(writeback) 0 0 (2,051) 7,535 0 0 0 0
Closing balance 0 0 5,484 7,535 0 0 0 0
Refer to Note 2(r) for details in relation to the restatement of 30 June 2009 comparative balances.
WDPF1‟s subsidiary, WDPF1 – ST4, was in a net liability position as at 30 June 2010 of $5,484,000 (2009 - $7,535,000). As a consequence, an impairment allowance of $5,484,000 (2009 - $7,535,000) has been recognised against the $13,928,000 (2009 -$14,729,000) receivable from WDPF1 – ST4.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-28-
16 Other assets
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Current
Prepayments 287 185 23 19 0 0 0 0
Other 59 0 59 0 0 0 0 0
Total other assets 346 185 82 19 0 0 0 0
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
17 Securities (assets)
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Current
Listed securities 18,975 0 0 0 0 0 0 0
Unlisted securties 22,185 0 0 0 0 0 0 0
Total securities (assets) - current 41,160 0 0 0 0 0 0 0
Non current
Listed securities 0 17,940 0 0 0 0 0 0
Unlisted securities 1,829 19,727 0 0 0 0 0 0
Total securities (assets) - non current 1,829 37,667 0 0 0 0 0 0
Securities (assets) comprise the
following holdings:
Listed securities
Westpac Office Trust 18,975 17,940 0 0 0 0 0 0
Total listed securities 18,975 17,940 0 0 0 0 0 0
Unlisted securities
Westpac Family Restaurants Property Trust 6 154 0 0 0 0 0 0
Stockland Direct Office Trust No.2 1,829 2,138 0 0 0 0 0 0
North Ryde Office Trust 22,179 17,435 0 0 0 0 0 0
Total unlisted securities 24,014 19,727 0 0 0 0 0 0
WDPF2 Parent
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent
Listed Securities Westpac Office Trust WDPF held 23,000,000 Instalment Receipts in Westpac Office Trust (WOT) evidencing WDPF‟s beneficial interest in 23,000,000 WOT units paid to $0.50 per unit. The WOT Security Trustee held legal title to these WOT units until the instalments totalling $0.50 per instalment receipt are paid by WDPF. Following the final instalment payment, WDPF will be issued 23,000,000 fully paid $1 units in WOT. Under the original deferred payment arrangements, the final instalment payment of $0.50 per Instalment Receipt was payable on 1 November 2011. At a meeting held on 10 September 2009 WDPF voted in favour of the following changes to the Westpac Office Trust (WOT) instalment receipt structure: trading of Instalment Receipts (ASX code „WOTCA‟) ceased on 11 September 2009 and trading in fully paid units (ASX code WOT)
commenced on 14 September 2009; and the term of the Instalment Receipts was extended from 1 November 2011 to 1 November 2013 with the amount of the instalment debt
payable. WOT Instalment Receipts are carried at a value of $0.0.825 per Instalment Receipt which reflects the closing bid price for WOT units as at 30 June 2010 (2009 - $0.780 per instalment receipt).
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-29-
17 Securities (assets) (continued) Listed Securities (continued) Westpac Office Trust (continued)
On 28 April 2010 the Responsible Entity of WOT entered into a Scheme of Agreement with Mirvac in relation to an offer by the Mirvac Group to acquire all of WOT‟s units (Mirvac Offer). The terms of the Mirvac Offer were outlined in detail in the WOT Explanatory Memorandum and Notice of Meeting that was issued to WDPF on 16 June 2010.
For further details in relation to the Mirvac Offer and the “current” classification of the WOT Instalment Receipts as at 30 June 2010 refer to Note 31 – Events occurring after the end of the reporting period. Unlisted Securities Westpac Family Restaurants Property Trust WDPF holds 98,000 units in Westpac Family Restaurants Property Trust (WFRPT) which were valued at $0.06 per unit being the 30 June 2010 unit price for WFPRT (2009 - $1.58 per unit). The Responsible Entity of Westpac Family Restaurants Trust (WFRPT) is WFML. On 22 August 2008 WDPF voted in favour of the WFML‟s proposal as outlined in the Explanatory Memorandum dated 29 July 2008 to sell WFRPT‟s investment properties with the intention to terminate WFRPT. During the year ended 30 June 2010 WFRPT‟s remaining investment properties were sold. Stockland Direct Office Trust No. 2 WDPF holds 2,204,050 instalment receipts in Stockland Direct Office Trust No. 2 (SDOT2) evidencing WDPF‟s beneficial interest in 2,204,050 SDOT units paid to $0.40 per unit. The SDOT2 Security Trustee will hold legal title to these SDOT2 units until the final instalment of $0.60/unit is paid by WDPF at which time WDPF will be issued 2,204,050 fully paid $1 units in SDOT2. The final instalment of $0.60 per unit ($1,322,430) is due by 30 June 2013 and has therefore been recognised as a non current payable as at 30 June 2010 (2009 - non current payable of $1,322,430). SDOT2 instalment receipts are carried at a value of $0.83 per instalment receipt being the 30 June 2010 instalment receipt price for SDOT2 (2009 - $0.97 per instalment unit). North Ryde Office Trust WDPF holds a 50% interest comprising 22,700,936 units in North Ryde Office Trust (NROT), which owns the Westpac Data Centre on the corner of Talavera and Khartoum Roads at Macquarie Park, NSW. WDPF jointly owns this investment with Westpac Office Trust, a scheme for which Westpac Funds Management Limited also acted as the Responsible Entity. NROT is valued at $0.9952 per unit at 30 June 2010 which reflects the 30 June 2010 unit price for NROT (2009 - $0.7692 per unit). On 16 June 2010 the Group entered into a Unit Sale Side Deed with Mirvac Property Trust to sell its units in NROT for $22.5 million. The sale was conditional upon the date of acquisition by the Mirvac Group of all the issued units of WOT by way of trust scheme. For further details in relation to the sale refer to Note 31 – Events occurring after the end of the reporting period.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-30-
18 Investment properties
WDPF
Consolidated WDPF1
2010
Investment property name
Acquisition
date Independent Valuer
Independent
Valuation Date
Opening
carrying
amount
Disposals
during the
year
Movement in
lease
incentives
Capitalised
expenditure Revaluation
Closing
carrying
amount
01-Jul-09 30-Jun-10
$'000 $'000 $'000 $'000 $'000 $'000
23-30 Kent St, Busselton WA 19-Dec-03 Jones Lang LaSalle 30-Jun-10 20,700 0 (20) 44 2,276 23,000
6 Wanneroo Rd, Yokine WA 19-Dec-03 Savills 30-Jun-10 22,150 0 (12) 67 1,795 24,000
218 Bannister Rd, Canning Vale WA 19-Dec-03 Knight Frank 30-Jun-10 113,000 0 113 929 3,958 118,000
10 Clarke St, O'Connor WA 19-Dec-03 Knight Frank 30-Jun-10 13,100 0 0 36 (36) 13,100
278 Orchard Rd, Richlands QLD 19-Dec-03 CBRE 30-Jun-10 42,500 0 0 (98) 598 43,000
Lots 7, 10 & 33, Geddes St, Balcatta WA 19-Dec-03 Knight Frank 30-Jun-10 8,500 0 0 153 147 8,800
Target Country Busselton, 21 Prince Street, Busselton WA 17-Dec-07 Jones Lang LaSalle 30-Jun-10 4,500 0 0 0 (500) 4,000
Rivers Busselton, 19 Prince Street, Busselton WA 15-Dec-08 Jones Lang LaSalle 30-Jun-10 1,500 0 0 0 (250) 1,250
121-125 Henry St, Penrith NSW 29-Aug-06 Colliers 30-Jun-10 37,000 0 0 1,198 (11,198) 27,000
Telstra House, 22 Henley Beach Rd, Mile End SA 30-Aug-06 Jones Lang LaSalle 31-Dec-09 10,600 (10,600) 0 0 0 0
20 Smith St, Parramatta NSW 31-Aug-06 Colliers 30-Jun-10 32,750 0 9 96 (855) 32,000
395 West Botany St, Rockdale NSW 29-Aug-06 Colliers 30-Jun-10 13,200 0 32 0 868 14,100
704-744 Lorimer Street, Port Melbourne VIC 28-Sep-07 CBRE 30-Jun-10 27,300 0 0 0 (4,925) 22,375
Woodvale Boulevard Shopping Centre, Woodvale WA 07-Dec-07 Savills 30-Jun-10 23,750 0 145 17 (912) 23,000
Total investment properties 370,550 (10,600) 267 2,442 (9,034) 353,625
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-31-
18 Investment properties (continued) WDPF1 Parent
2010
Investment property name
Acquisition
date Independent Valuer
Independent
Valuation Date
Opening
carrying
amount
Movement in
lease
incentives
Capitalised
expenditure Revaluation
Closing
carrying
amount
01-Jul-09 30-Jun-10
$'000 $'000 $'000 $'000 $'000
23-30 Kent St, Busselton WA 19-Dec-03 Jones Lang LaSalle 30-Jun-10 20,700 (20) 44 2,276 23,000
6 Wanneroo Rd, Yokine WA 19-Dec-03 Savills 30-Jun-10 22,150 (12) 67 1,795 24,000
218 Bannister Rd, Canning Vale WA 19-Dec-03 Knight Frank 30-Jun-10 113,000 113 929 3,958 118,000
10 Clarke St, O'Connor WA 19-Dec-03 Knight Frank 30-Jun-10 13,100 0 36 (36) 13,100
278 Orchard Rd, Richlands QLD 19-Dec-03 CBRE 30-Jun-10 42,500 0 (98) 598 43,000
Lots 7, 10 & 33, Geddes St, Balcatta WA 19-Dec-03 Knight Frank 30-Jun-10 8,500 0 153 147 8,800
Target Country Busselton, 21 Prince Street, Busselton WA 17-Dec-07 Jones Lang LaSalle 30-Jun-10 4,500 0 0 (500) 4,000
Rivers Busselton, 19 Prince Street, Busselton WA 15-Dec-08 Jones Lang LaSalle 30-Jun-10 1,500 0 0 (250) 1,250
Total investment properties 225,950 81 1,131 7,988 235,150
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-32-
18 Investment properties (continued)
WDPF
Consolidated WDPF1
2009
Investment property name
Acquisition
date
Independent Valuer
Independent
valuation date
Opening
carrying
amount
Acquisitions
during the
year
Movement in
lease incentives
Capitalised
expenditure Revaluation
Closing
carrying
amount
01-Jul-08 30-Jun-09
$'000 $'000 $'000 $'000 $'000 $'000
23-30 Kent St, Busselton WA 19-Dec-03 CBRE 30-Jun-09 23,000 0 (37) 21 (2,284) 20,700
6 Wanneroo Rd, Yokine WA 19-Dec-03 CBRE 30-Jun-09 23,000 0 5 118 (973) 22,150
218 Bannister Rd, Canning Vale WA 19-Dec-03 Jones Lang LaSalle 30-Jun-09 108,250 0 0 7,998 (3,248) 113,000
10 Clarke St, O'Connor WA 19-Dec-03 Jones Lang LaSalle 30-Jun-09 13,250 0 0 105 (255) 13,100
278 Orchard Rd, Richlands QLD 19-Dec-03 Colliers 30-Jun-09 49,400 0 0 0 (6,900) 42,500
Lots 7, 10 & 33, Geddes St, Balcatta WA 19-Dec-03 Knight Frank 30-Jun-09 8,100 0 0 100 300 8,500
Target Country Busselton, 21 Prince Street, Busselton WA 17-Dec-07 CBRE 30-Jun-09 4,800 0 0 0 (300) 4,500
Rivers Busselton, 19 Prince Street, Busselton WA 15-Dec-08 CBRE 30-Jun-09 0 2,300 0 0 (800) 1,500
121-125 Henry St, Penrith NSW 29-Aug-06 Colliers 30-Jun-09 45,000 0 0 247 (8,247) 37,000
Telstra House, 22 Henley Beach Rd, Mile End SA 30-Aug-06 Jones Lang LaSalle 30-Jun-09 14,200 0 0 (5) (3,595) 10,600
20 Smith St, Parramatta NSW 31-Aug-06 Colliers 30-Jun-09 35,000 0 347 241 (2,838) 32,750
395 West Botany St, Rockdale NSW 29-Aug-06 CBRE 30-Jun-09 14,100 0 0 11 (911) 13,200
704-744 Lorimer Street, Port Melbourne VIC 28-Sep-07 CBRE 30-Jun-09 29,700 0 0 0 (2,400) 27,300
Woodvale Boulevard Shopping Centre, Woodvale WA 07-Dec-07 CBRE 30-Jun-09 23,750 0 38 132 (170) 23,750
Total investment properties 391,550 2,300 353 8,968 (32,621) 370,550
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-33-
18 Investment properties (continued)
WDPF1 Parent
2009
Investment property name
Acquisition
date
Independent Valuer
Independent
valuation date
Opening
carrying
amount
Acquisitions
during the
year
Movement in
lease incentives
Capitalised
expenditure Revaluation
Closing
carrying
amount
01-Jul-08 30-Jun-09
$'000 $'000 $'000 $'000 $'000 $'000
23-30 Kent St, Busselton WA 19-Dec-03 CBRE 30-Jun-09 23,000 0 (37) 21 (2,284) 20,700
6 Wanneroo Rd, Yokine WA 19-Dec-03 CBRE 30-Jun-09 23,000 0 5 118 (973) 22,150
218 Bannister Rd, Canning Vale WA 19-Dec-03 Jones Lang LaSalle 30-Jun-09 108,250 0 0 7,998 (3,248) 113,000
10 Clarke St, O'Connor WA 19-Dec-03 Jones Lang LaSalle 30-Jun-09 13,250 0 0 105 (255) 13,100
278 Orchard Rd, Richlands QLD 19-Dec-03 Colliers 30-Jun-09 49,400 0 0 0 (6,900) 42,500
Lots 7, 10 & 33, Geddes St, Balcatta WA 19-Dec-03 Knight Frank 30-Jun-09 8,100 0 0 100 300 8,500
Target Country Busselton, 21 Prince Street, Busselton WA 17-Dec-07 CBRE 30-Jun-09 4,800 0 0 0 (300) 4,500
Rivers Busselton, 19 Prince Street, Busselton WA 15-Dec-08 CBRE 30-Jun-09 0 2,300 0 0 (800) 1,500
Total investment properties 229,800 2,300 (32) 8,342 (14,460) 225,950
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-34-
19 Subsidiaries
Name of entity Country of Class of
domicile 2010 2009 unit 2010 2009
$'000 $'000 % %
Parent entity
WDPF No.1 Trust Australia n/a n/a Ordinary n/a n/a
Subsidiaries
WDPF No.1 Sub-Trust No.1 Australia 27,665 37,247 Ordinary 100 100
WDPF No.1 Sub-Trust No.2 Australia 0 10,652 Ordinary 100 100
WDPF No.1 Sub-Trust No.3 Australia 32,418 32,115 Ordinary 100 100
WDPF No.1 Sub-Trust No.4 Australia 0 0 Ordinary 100 100
WDPF No.1 Sub-Trust No.5 Australia 14,814 13,692 Ordinary 100 100
WDPF No.1 Sub-Trust No.6 Australia 17,631 21,840 Ordinary 100 100
WDPF No.1 Sub-Trust No.7(1)
Australia 0 0 Ordinary 100 100
WDPF No.1 Sub-Trust No.8 Australia 22,922 23,372 Ordinary 100 100
WDPF No.1 Sub-Trust No.9(1)
Australia 0 0 Ordinary 100 100
WDPF No.1 Sub-Trust No.10(1)
Australia 0 0 Ordinary 100 100
WDPF No.1 Sub-Trust No.11(1)
Australia 0 0 Ordinary 100 100
WDPF No.1 Sub-Trust No.12 Australia 22,556 17,433 Ordinary 100 100
Total WDPF1 subsidiaries 138,006 156,350
Name of entity Country of Class of
domicile 2010 2009 unit 2010 2009
$'000 $'000 % %
Parent entity
WDPF No.2 Trust Australia n/a n/a Ordinary n/a n/a
Subsidiaries
WDPF No.2 Sub-Trust No.1(2)
Australia 0 0 Ordinary 100 100
Total WDPF2 subsidiaries 0 0
(1) WDPF1 holds 2 ordinary units of $1 per unit (2009 - 2 ordinary unit at $1 per unit). Due to rounding, the value is disclosed as nil in
the financial statements. (2)
WDPF2 holds 2 ordinary units of $1 per unit (2009 - 2 ordinary unit at $1 per unit). Due to rounding, the value is disclosed as nil in
the financial statements.
Equity ownershipWDPF1 Parent
WDPF2 Parent Equity ownership
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-35-
20 Payables
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Current
Payable - Responsible Entity 319 220 319 324 0 0 0 0
Property payables 1,845 2,314 1,087 1,355 0 0 0 0
Net GST payable 426 258 281 149 0 0 0 0
Interest payable - instalments payable 21 0 0 0 0 0 0 0
Instalments payable on listed securities 11,500 0 0 0 0 0 0 0
Other payables 346 297 345 298 4 3 4 3
Total payables - current 14,457 3,089 2,032 2,126 4 3 4 3
Non current
Instalments payable on security assets
- Listed securities 0 11,500 0 0 0 0 0 0
- Unlisted securities 1,322 1,322 0 0 0 0 0 0
Total payables - non current 1,322 12,822 0 0 0 0 0 0
WDPF2 ParentConsolidated WDPF2
WDPF
Consolidated WDPF1 WDPF1 Parent
Instalments payable on securities (assets) Listed Securities WDPF holds 23,000,000 instalment receipts in WOT, a listed unit trust. The second instalment of $0.25 per instalment receipt is payable on 1 November 2011 and the final instalment of $0.25 is payable on 1 November 2013. The Investment is currently valued at $0.825 per instalment receipt, being the listed price as at 30 June 2010.
For further details in relation to the “current” classification of instalments payable on the WOT Instalment Receipts as at 30 June 2010 refer to Note 31 – Events occurring after the end of the reporting period.
Unlisted Securities WDPF holds 2,204,050 instalment receipts in Stockland Direct Office Trust No. 2 valued at $0.83 per instalment receipt. A final instalment of $0.60 per instalment receipt is payable on 30 June 2013.
21 Other liabilities
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Current
Deferred income 131 0 133 0 0 0 0 0
Total other liabilities 131 0 133 0 0 0 0 0
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-36-
22 Securities (liabilities)
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Current
Derivative securities 403 6,355 403 6,355 0 0 0 0
Total securities (liabilities) - current 403 6,355 403 6,355 0 0 0 0
Non current
Derivative securities 4,656 0 4,656 0 0 0 0 0
Total securities (liabilities) - non current 4,656 0 4,656 0 0 0 0 0
Securities (liabilities) comprise the following holdings:
Derivative securities
Interest rate swaps 5,059 6,355 5,059 6,355 0 0 0 0
Total derivative securities 5,059 6,355 5,059 6,355 0 0 0 0
WDPF2 Parent
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent
Net interest payable on interest rate swaps of $66,000 (2009 - $193,000) is included as part of the current balance for derivative securities. The net liability position of interest rate swaps has resulted from market interest rates falling below the fixed rate established by the interest rate swap. The liability position represents an unrealised loss and, if the swaps are held until expiry, as is currently intended, this position will revert to zero at expiry. The basis of classifying derivative securities as current and/or non current has changed from the comparative year ended 30 June 2009.
In its 2008 improvements project, the International Accounting Standards Board (IASB) confirmed that the classification of financial instruments as held for trading under the IAS 39 does not mean that they must necessarily be presented as current in the balance sheet. Financial instruments deemed primarily held for trading purposes should be presented as current, regardless of the contract‟s settlement date. However, if a financial instrument is not held for trading purposes, it should be presented as current or non-current on the basis of its settlement date. Correspondingly, derivative securities such as interest rate swaps that are held to fix the interest rate exposure and are not held for trading, have been reclassed as either current or non current based on the individual derivative contract‟s settlement date.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-37-
23 Borrowings
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Current
Syndicated debt facility (1)
218,174 303 218,174 303 0 0 0 0
Total borrowings - current 218,174 303 218,174 303 0 0 0 0
Non-current
Syndicated debt facility (2)
0 229,269 0 229,269 0 0 0 0
Total borrowings - non current 0 229,269 0 229,269 0 0 0 0
(1) Represents interest payable, principal and unamortised establishment costs (2009 - represents interest payable).
(2) Represents principal and unamortised establishment costs.
WDPF2 Parent
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent
(a) Terms and Conditions WDPF1 and WDPF2 as issuers entered into a Second Deed of Amendment and Restatement on 7 May 2008 which provides a 3 year $300.1 million syndicated debt facility equally apportioned between participants comprising Commonwealth Bank of Australia (CBA), National Australia Bank (NAB) and Westpac Banking Corporation (Westpac) (Syndicated Debt Facility). The Syndicated Debt Facility of $300.1 million is split into four tranches as follows: Tranche 1: Term debt facility $ 248.2 million Trance 1B: Future acquisitions facility $ 45.9 million Tranche 2: Capital expenditure facility $ 4.0 million Tranche 3: Working capital facility $ 2.0 million The Syndicated Debt facility is secured via fixed and floating charges from WDPF1 and WDPF2, guarantees issued by a number of WDPF1‟s subsidiary entities and by mortgages over real property. Interest on each of the tranches of the Syndicated Debt Facility is charged at BBSY plus a margin of 0.70% p.a. on drawn amounts, together with a line fee on the total facility limit of 0.45% p.a. On 4 June 2010, $12.1 million of the Term Debt Facility was repaid from the net proceeds of the sale of Telstra House, 22 Henley Beach Rd, SA.
The Syndicated Debt Facility is scheduled to expire on 7 May 2011. (b) Facilities available
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Total facilities available
Syndicated debt facility
Term debt facility 248,200 248,200 248,200 248,200 0 0 0 0
Future acquisitions facility 45,900 45,900 45,900 45,900 0 0 0 0
Capital expenditure facility 4,000 4,000 4,000 4,000 0 0 0 0
Working capital facility 2,000 2,000 2,000 2,000 0 0 0 0
Total facilities available 300,100 300,100 300,100 300,100 0 0 0 0
Total facilities drawn
Syndicated debt facility
Term debt facility 218,400 230,500 218,400 230,500 0 0 0 0
Future acquisitions facility 0 0 0 0 0 0 0 0
Capital expenditure facility 0 0 0 0 0 0 0 0
Working capital facility 0 0 0 0 0 0 0 0
Total facilities drawn 218,400 230,500 218,400 230,500 0 0 0 0
Total facilities undrawn
Syndicated debt facility
Term debt facility 29,800 17,700 29,800 17,700 0 0 0 0
Future acquisitions facility 45,900 45,900 45,900 45,900 0 0 0 0
Capital expenditure facility 4,000 4,000 4,000 4,000 0 0 0 0
Working capital facility 2,000 2,000 2,000 2,000 0 0 0 0
Total facilities undrawn 81,700 69,600 81,700 69,600 0 0 0 0
WDPF2 Parent
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-38-
24 Contributed equity Movements in contributed equity during the year were as follows:
2010 2009 2010 2009 2010 2009 2010 2009
No. No. No. No. No. No. No. No.
a) Issued ordinary units (number):
Opening balance 208,371 200,030 208,371 200,030 208,371 200,030 208,371 200,030
Units issued
- capital raising 0 3,460 0 3,460 0 3,460 0 3,460
- distribution reinvestment plan 4,313 4,881 4,313 4,881 4,313 4,881 4,313 4,881
Closing balance 212,684 208,371 212,684 208,371 212,684 208,371 212,684 208,371
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
b) Issued ordinary units (dollars):
Opening balance 210,712 205,943 210,712 205,943 0 0 0 0
Units issued
- capital raising 0 3,694 0 3,694 0 0 0 0
- distribution reinvestment plan 3,408 4,469 3,408 4,469 0 0 0 0
Issue costs (101) 0 (101) 0 0 0 0 0
Returns of capital (190) (3,394) (190) (3,394) 0 0 0 0
Closing Balance 213,829 210,712 213,829 210,712 0 0 0 0
WDPF2 ParentConsolidated WDPF2
WDPF
Consolidated WDPF1 WDPF1 Parent
Refer to Note 2(r) for details in relation to the restatement of 30 June 2009 comparative balances. No new equity was issued from stapled unit applications for the year ended 30 June 2010. Any stapled unit applications received were applied to reduce the balance of the Limited Liquidity Facility (LLF). As detailed in the WDPF PDS, Westpac has a $10 million LLF which provides investors with the opportunity to apply to transfer stapled units to Westpac at the “exit” unit price. The LLF was suspended in September 2008 and remains suspended. Westpac continues to review the LLF on a quarterly basis. A positive outlook for property markets and a level of confidence around the inflow of new stapled unit applications are pre-requisites to reinstatement. The distribution re-investment plan (DRP) offered by WDPF raised additional equity for WDPF as follows: 30 June 2009 distribution reinvestment: 1,314,583 stapled units were issued at $0.7762 per stapled unit 30 September 2009 distribution reinvestment: 1,018,407 stapled units were issued at $0.7894 per stapled unit 31 December 2009 distribution reinvestment: 1,046,297 stapled units were issued at $0.7971 per stapled unit 31 March 2010 distribution reinvestment: 993,300 stapled units were issued at $0.8040 per stapled unit The WDPF PDS was withdrawn from the market in May 2010 and WDPF is now closed to new equity. As a consequence the DRP has been suspended until further notice. During the year ended 30 June 2010 the following returns of capital were paid: a return of capital of 0.091164 cents per stapled unit for the quarter ended 30 June 2009 (2008 - 0.652794 cents) was paid on 12
August 2009; a return of capital of 0.000000 cents per stapled unit for the quarter ended 30 September 2009 (2008 - 0.209665 cents) was paid on
30 October 2009; a return of capital of 0.000000 cents per stapled unit for the quarter ended 31 December 2009 (2008 - 0.625487 cents) was paid on 29
January 2010; and a return of capital of 0.000000 cents per stapled unit for the quarter ended 31 March 2010 (2009 - 0.179962 cents) was paid on 29
April 2010. Terms and conditions of stapled units Stapled unitholders have various rights under the WDPF, WDPF1 and WDPF2 Constitutions including the right to: receive distributions; attend and vote at meetings of stapled unitholders; and participate in the termination and winding up of the WDPF1 and WDPF2.
The rights, obligations and restrictions attached to each stapled unit are identical in all respects.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-39-
25 Accumulated losses Movements in accumulated losses during the year were as follows:
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Opening balance (44,915) 13,316 (44,916) 13,314 (3) (2) (3) (2)
Net profit/(loss) for the year 14,011 (46,361) 14,016 (46,360) (1) (1) (1) (1)
Distributions to unitholders (13,192) (11,870) (13,192) (11,870) 0 0 0 0
Closing Balance (44,096) (44,915) (44,092) (44,916) (4) (3) (4) (3)
WDPF
Consolidated WDPF1 Consolidated WDPF2WDPF1 Parent WDPF2 Parent
Refer to Note 2(r) for details in relation to the restatement of 30 June 2009 comparative balances.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-40-
26 Derivative Securities WDPF and WDPF 1 have entered into interest rate swap contracts, under which it is obliged to pay interest at fixed rates and receive interest at variable rates. Interest rate swaps were put in place to fix the interest payable on borrowings thus removing the volatility in interest expense and protecting WDPF from the effect of rising interest rates. Details relating to interest rate swap contracts, including their fair values, at balance date are set out below:
Consolidated WDPF1
WDPF1 Parent
Related borrowings Counterparty Contract Date Maturity Date
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 % p.a. % p.a. % p.a. % p.a. $'000 $'000
Syndicated Debt Facility CBA 19 September 2006 20 December 2010 37,962 37,962 5.8500 5.8500 AUD-BBR-BBSY-3M AUD-BBR-BBSY-3M (178) (1,137)
Syndicated Debt Facility CBA 1 December 2006 19 December 2014 17,000 17,000 5.8500 5.8500 AUD-BBR-BBSY-3M AUD-BBR-BBSY-3M (838) (509)
Syndicated Debt Facility NAB 21 September 2006 22 December 2014 37,962 37,962 6.3650 5.8500 AUD-BBR-BBSY-3M AUD-BBR-BBSY-3M (1,852) (1,137)
Syndicated Debt Facility NAB 31 January 2008 31 January 2012 13,600 13,600 5.8500 5.8500 AUD-BBR-BBSY-3M AUD-BBR-BBSY-3M (197) (426)
Syndicated Debt Facility NAB 28 September 2007 30 September 2011 21,000 21,000 5.8500 5.8500 AUD-BBR-BBSY-3M AUD-BBR-BBSY-3M (247) (689)
Syndicated Debt Facility Westpac 19 September 2006 20 December 2010 37,962 37,962 5.8500 5.8500 AUD-BBR-BBSY-3M AUD-BBR-BBSY-3M (178) (1,136)
Syndicated Debt Facility Westpac 30 November 2007 30 November 2011 20,000 20,000 5.8500 5.8500 AUD-BBR-BBSY-3M AUD-BBR-BBSY-3M (263) (645)
Syndicated Debt Facility Westpac 19 September 2009 7 September 2015 41,000 41,000 6.0000 6.0000 AUD-BBR-BBSY-3M AUD-BBR-BBSY-3M (1,306) (676)
(5,059) (6,355)
Fair value
WDPF
Fixed interest
rate payable
Floating interest rate receivableNotional principal
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-41-
27 Financial risk management
Financial risk management objectives and policies WDPF‟s principal financial instruments comprise cash and cash equivalents, securities, subsidiaries and borrowings. Financial instruments do not include holdings in investment properties. WDPF has various other financial instruments such as receivables and payables, which arise directly from its operations. WDPF does not enter into or trade financial instruments for speculative purposes. The main risks arising from WDPF‟s financial instruments are price risk, credit risk, interest rate risk and liquidity risk. The Responsible Entity reviews and agrees on policies for managing each of these risks on a regular basis and are summarised later in this note. Price risk Price risk is the risk of fluctuations in the price of WDPF‟s unlisted securities and subsidiaries. Due to its long term view, WDPF does not hedge these short term fluctuations. Unlisted securities and subsidiaries are monitored on an ongoing basis by management. Credit risk Credit risk represents the risk that the counterparty to the financial instrument will be unable to pay amounts in full when they fall due and the Trust will incur a financial loss. WDPF‟s exposure to credit risk is primarily influenced by the individual characteristics of each tenant (WDPF‟s main tenants being IGA Supermarket, Woolworths Limited, Metcash Limited and the Australian Taxation Office). WDPF has a diverse range of tenants and therefore there is no significant concentration of credit risk, either by nature of industry or geographically. The Responsible Entity has established a credit policy under which each new tenant is analysed individually for creditworthiness before WDPF does business with them. WDPF requests rental deposit or bank guarantee from new tenants in order to secure the premises and tenants are invoiced in advance. Derivative counterparties and cash transaction counterparties are limited to high credit quality financial institutions with a long term rating of at least AA- (or its equivalent) from S&P, Moodys or Fitch. ISDA agreements are utilised in order to limit the exposure to credit risk through the netting of amounts receivable from and amounts payable to individual counterparties. Interest rate swaps are spread amongst a number of financial institutions to minimise the risk of default of counterparties. Interest rate risk Interest rate risk is the risk that a financial instrument‟s value or its cash flows may fluctuate as a result of changes in market interest rates. A fluctuation in interest rates has an immaterial effect on cash flows arising from WDPF‟s cash and cash equivalent balances. WDPF entered into interest rate swap arrangements to hedge WDPF‟s direct and indirect risks associated with interest rate fluctuations arising from the syndicated debt facility. Liquidity risk Liquidity risk is the risk that WDPF may not be able to generate sufficient cash resources to settle its obligations in full as and when they fall due or can only do so in forms that are materially disadvantageous. The liquidity of WDPF is impacted by credit risk and interest rate risk. WDPF manages liquidity risk by actively monitoring actual cash flows and matching the maturity profiles of financial assets and liabilities. Furthermore, WDPF is allowed to delay any redemption request under the WDPF1 Constitution should WDPF have insufficient funds to satisfy the request.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-42-
27 Financial risk management (continued) (i) Summarised sensitivity analysis Interest Rate Sensitivity
The effect of a +/- 1.00% (2009 - +/- 0.50%) shift in interest rates has been selected for interest rate sensitivity as it represents the approximate historic 12 month average movement in the yield of the 10 year Australian Government Bond Rate (the risk free rate). In any 12 month period the shift in interest rates could be more or less than 1%. A change in interest rates affects the interest revenue and interest expense of WDPF, arising from cash and cash equivalent and borrowing balances. The interest rate sensitivity assumes the discount rate used to determine the fair value of financial instruments is changed by the stated amount, whilst holding all other variables constant. The following tables summarise the sensitivity of material financial assets and financial liabilities to movements in interest rates after allowing for the impact of effective hedging arrangements.
Consolidated WDPF1
2010
-1.00% 1.00%
Carrying
amount Profit/(loss) Profit/(loss)
$'000 $'000 $'000
Financial assets
Cash and cash equivalents 9,138 (91) 91
Financial liabilities
Securities (liabilities)(1)
5,059 (2,265) 2,265
Borrowings 218,174 2,184 (2,184)
Total increase/(decrease) (172) 172
2009
-0.50% 0.50%
Carrying
amount Profit/(loss) Profit/(loss)
$'000 $'000 $'000
Financial assets
Cash and cash equivalents 7,964 (40) 40
Financial liabilities
Securities (liabilities)(1)
6,355 (1,132) 1,132
Borrowings 229,269 1,153 (1,153)
Total increase/(decrease) (19) 19
(1) Represents derivative securities.
WDPF
Interest rate risk
Interest rate risk
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-43-
27 Financial risk management (continued)
(i) Summarised sensitivity analysis (continued)
WDPF1 Parent
2010
-1.00% 1.00%
Carrying
amount Profit/(loss) Profit/(loss)
$'000 $'000 $'000
Financial assets
Cash and cash equivalents 8,099 (81) 81
Financial liabilities
Securities (liabilities)(1)
5,059 (2,265) 2,265
Borrowings 218,174 2,184 (2,184)
Total increase/(decrease) (162) 162
2009
-0.50% 0.50%
Carrying
amount Profit/(loss) Profit/(loss)
$'000 $'000 $'000
Financial assets
Cash and cash equivalents 7,758 (39) 39
Financial liabilities
Securities (liabilities)(1)
6,355 (1,132) 1,132
Borrowings 229,269 1,153 (1,153)
Total increase/(decrease) (18) 18
(1) Represents derivative securities.
Interest rate risk
Interest rate risk
Consolidated WDPF2 and WDPF2 Parent do not hold any material financial assets or liabilities that are sensitive to movements in interest rates.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-44-
27 Financial risk management (continued) (ii) Liquidity risk All financial liabilities are due within 12 months, except for the following, for which the contractual undiscounted cash flows are:
Consolidated WDPF1
2010 Less than Between Between Over
1 year 1 and 2 years 2 and 5 years 5 years Total
$'000 $'000 $'000 $'000 $'000
Syndicated debt facility (1)
218,174 0 0 0 218,174
Instalment debt
Westpac Office Trust 11,500 0 0 0 11,500
Stockland Direct Office Trust No.2 21 0 1,322 0 1,343
Derivative securities
Interest rate swaps (notional principal payable) 75,924 54,600 54,962 41,000 226,486
Interest rate swaps (notional principal receivable) (75,924) (54,600) (54,962) (41,000) (226,486)
229,695 0 1,322 0 231,017
2009 Less than Between Between Over
1 year 1 and 2 years 2 and 5 years 5 years Total
$'000 $'000 $'000 $'000 $'000
Syndicated debt facility (1)
303 229,269 0 0 229,572
Instalment debt
Westpac Office Trust 0 0 11,500 0 11,500
Stockland Direct Office Trust No.2 0 0 1,322 0 1,322
Derivative securities
Interest rate swaps (notional principal payable) 37,962 75,924 54,600 58,000 226,486
Interest rate swaps (notional principal receivable) (37,962) (75,924) (54,600) (58,000) (226,486)
303 229,269 12,822 0 242,394
(1) Represents interest payable and principal, where applicable, and excludes unamortised debt establishment costs.
WDPF
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-45-
27 Financial risk management (continued) (ii) Liquidity risk (continued)
WDPF1 Parent
2010 Less than Between Between Over
1 year 1 and 2 years 2 and 5 years 5 years Total
$'000 $'000 $'000 $'000 $'000
Syndicated debt facility (1)
218,174 0 0 0 218,174
Derivative securities
Interest rate swaps (notional principal payable) 75,924 54,600 54,962 41,000 226,486
Interest rate swaps (notional principal receivable) (75,924) (54,600) (54,962) (41,000) (226,486)
218,174 0 0 0 218,174
2009 Less than Between Between Over
1 year 1 and 2 years 2 and 5 years 5 years Total
$'000 $'000 $'000 $'000 $'000
Syndicated debt facility (1)
303 229,269 0 0 229,572
Derivative securities
Interest rate swaps (notional principal payable) 37,962 75,924 54,600 58,000 226,486
Interest rate swaps (notional principal receivable) (37,962) (75,924) (54,600) (58,000) (226,486)
303 229,269 0 0 229,572
(1) Represents interest payable and principal, where applicable, and excludes unamortised debt establishment costs.
(iii) Fair values of financial instruments The carrying amounts of financial instruments and the methods and assumptions are used to determine the fair values of instruments are summarised below. Cash and cash equivalents The carrying amounts of cash and cash equivalents approximate their fair values because of their short term to maturity. Receivables and payables The carrying amounts of receivables and payables approximate their fair values because of their short term to settlement. Listed securities Listed securities are measured at fair value through profit or loss. For listed securities that are actively traded in organised financial markets, fair value is determined by reference to stock exchange quoted market bid prices at the close of business on the balance sheet date. Unlisted securities and subsidiaries Unlisted securities and subsidiaries are measured at fair value through profit or loss. The fair values of unlisted securities and subsidiaries are determined by reference to bid unit/instalment receipt price at the close of business on the balance sheet date as established and advised by the managed investment scheme‟s Responsible Entity and the unregistered unit trust‟s Trustee. Derivative securities Derivative securities are measured at fair value through profit or loss. The fair value of derivative securities is determined by reference to the fair value as advised by the counterparty to the derivative contract on the balance sheet date. In assessing fair value, the projected future cash flows under the derivative contract are discounted to their present value using a pre-tax discount rate that reflects a market determined risk adjusted discount rate.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-46-
27 Financial risk management (continued) (iii) Fair values of financial instruments (continued) Borrowings The carrying amount of borrowings approximates their fair value on the basis that the borrowings in place are floating rate instruments. The fair value of borrowings is determined by projecting future cash flows and then discounting these cash flows back to their present value using a post-tax, risk adjusted discount rate. Fair value hierarchy of financial instruments measured at fair value through profit or loss As of 1 July 2009, WDPF has adopted the revised AASB 7 Financial Instruments: Disclosures which requires financial instruments measured at fair value through profit or loss to be classified in the following fair value hierarchy: (a) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); (b) inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or
indirectly (derived from prices) (Level 2); and (c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). The only financial instruments that WDPF and WDPF1 Parent fair value as at 30 June 2010 are its securities and subsidiaries. Consolidated WDPF2 and WDPF2 Parent do not fair value any financial instruments. Listed securities are included in Level 1 on the basis that there are quoted market prices in active markets. Unlisted securities and subsidiaries are included in Level 3 on the basis that: there are no quoted market prices for unlisted securities and subsidiaries that are traded on an active market; and these securities are not readily redeemable investments and there are no secondary market trades that corroborate that the unlisted
unit‟s subsidiary‟s unit/share price or net asset value reflects their fair value. Derivative securities are included in Level 2 on the basis that the spot and forward interest rates and foreign exchange rates utilised to value these instruments are observable directly or indirectly. The following tables present WDPF's and WDPF1‟s financial instruments that are measured and recognised at fair value as at 30 June 2010. Comparative information has not been provided as permitted by the transitional provisions of the new rules.
Consolidated WDPF1
2010 Level 1 Level 2 Level 3 Total
$'000 $'000 $'000 $'000
Assets
Financial assets held at
fair value through profit or loss:
Securities (assets) 18,975 0 24,014 42,989
Total assets 18,975 0 24,014 42,989
Liabilities
Financial liabilities held at
fair value through profit or loss:
Securities (liabilities) 0 5,059 0 5,059
Total liabilities 0 5,059 0 5,059
WDPF
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-47-
27 Financial risk management (continued)
(iii) Fair values of financial instruments (continued)
WDPF1 Parent
2010 Level 1 Level 2 Level 3 Total
$'000 $'000 $'000 $'000
Assets
Financial assets held at
fair value through profit or loss:
Subsidiaries 0 0 138,006 138,006
Total assets 0 0 138,006 138,006
Liabilities
Financial liabilities held at
fair value through profit or loss:
Securities (liabilities) 0 5,059 0 5,059
Total liabilities 0 5,059 0 5,059 The following table presents the movements in Level 3 instrument for the year ended 30 June 2010:
2010 2010
$'000 $'000
Opening balance 0 0
Transfer into Level 3 19,727 156,350
Net gain/(loss) recognised in the profit or loss 4,287 (18,344)
Closing balance 24,014 138,006
Total gain/(loss) included in the profit or loss for the year 4,287 (18,344)
Total gain/(loss) for the year included in the profit or loss that relates to
assets held at the end of the reporting period 4,287 (18,344)
WDPF
Consolidated
WDPF1
WDPF1
Parent
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-48-
28 Related party transactions (1) Subsidiaries The names and percentage ownership of WDPF1‟s and WDPF2‟s holdings in subsidiary entities is detailed in Note 19. Transactions with subsidiaries
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Distribution income
WDPF No.1 Sub-Trust No.1 0 0 2,738 4,288 0 0 0 0
WDPF No.1 Sub-Trust No.2 0 0 13,347 1,139 0 0 0 0
WDPF No.1 Sub-Trust No.3 0 0 1,687 2,412 0 0 0 0
WDPF No.1 Sub-Trust No.4 0 0 0 893 0 0 0 0
WDPF No.1 Sub-Trust No.5 0 0 824 1,024 0 0 0 0
WDPF No.1 Sub-Trust No.6 0 0 2,025 2,366 0 0 0 0
WDPF No.1 Sub-Trust No.8 0 0 1,370 1,608 0 0 0 0
WDPF No.1 Sub-Trust No.12 0 0 1,242 1,794 0 0 0 0
WDPF
Consolidated WDPF1 WDPF1 Parent WDPF2 ParentConsolidated WDPF2
Outstanding balances with subsidiaries
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Distribution income receivable
WDPF No.1 Sub-Trust No.1 0 0 0 1,091 0 0 0 0
WDPF No.1 Sub-Trust No.2 0 0 0 261 0 0 0 0
WDPF No.1 Sub-Trust No.3 0 0 0 495 0 0 0 0
WDPF No.1 Sub-Trust No.4 0 0 0 215 0 0 0 0
WDPF No.1 Sub-Trust No.5 0 0 0 278 0 0 0 0
WDPF No.1 Sub-Trust No.6 0 0 0 534 0 0 0 0
WDPF No.1 Sub-Trust No.8 0 0 0 457 0 0 0 0
WDPF No.1 Sub-Trust No.12 0 0 0 451 0 0 0 0
Receivable/(payable)
WDPF No.1 Sub-Trust No.1 0 0 (444) (1,585) 0 0 0 0
WDPF No.1 Sub-Trust No.2 0 0 0 (426) 0 0 0 0
WDPF No.1 Sub-Trust No.3 0 0 (117) (143) 0 0 0 0
WDPF No.1 Sub-Trust No.4 0 0 13,928 14,729 0 0 0 0
WDPF No.1 Sub-Trust No.5 0 0 (685) (726) 0 0 0 0
WDPF No.1 Sub-Trust No.6 0 0 5,012 4,992 0 0 0 0
WDPF No.1 Sub-Trust No.8 0 0 495 (0) 0 0 0 0
WDPF No.1 Sub-Trust No.12 0 0 36 (0) 0 0 0 0
WDPF
Consolidated WDPF1 WDPF1 Parent WDPF2 ParentConsolidated WDPF2
(2) Jointly controlled entity Consolidated WDPF1 has a 50% interest in North Ryde Office Trust (NROT). Refer to Note 17 for further details. Transactions with jointly controlled entity
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Distribution income
North Ryde Office Trust 1,656 1,794 0 0 0 0 0 0
WDPF
Consolidated WDPF1 WDPF1 Parent WDPF2 ParentConsolidated WDPF2
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-49-
28 Related party transactions (continued) (2) Jointly controlled entity (continued) Outstanding balances with jointly controlled entity
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Distribution receivable
North Ryde Office Trust 414 451 0 0 0 0 0 0
WDPF
Consolidated WDPF1 WDPF1 Parent WDPF2 ParentConsolidated WDPF2
(3) Stapled Funds and their controlled entities WDPF1 and WPDF2 are stapled. These stapled entities are known as WDPF or the Stapled Funds. Transactions with Stapled Funds and their controlled entities There were no transactions between WDPF1 and WDPF2 or their subsidiary entities during the year (2009 - Nil). Outstanding balances with Stapled Funds and their controlled entities
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Receivable/(payable)
WDPF No.1 Trust 0 0 0 0 (4) (3) (4) (3)
WDPF No.2 Trust 0 0 4 3 0 0 0 0
WDPF2 ParentConsolidated WDPF2
WDPF
Consolidated WDPF1 WDPF1 Parent
(4) Responsible Entity The Responsible Entity of WDPF1 and WDPF2 is Westpac Funds Management Limited (WFML). The immediate parent entity of WFML is Westpac Financial Services Group Limited. The ultimate parent entity of WFML is Westpac Banking Corporation (Westpac). The Responsible Entity and its related entities’ interests issued by the Stapled Funds WDPF
2010
Securityholder
Number of
units held
opening
Number of
units
acquired
Number of
units
disposed
Number of
units held
closing
Interest
held
Distributions
received/
receivable by
WDPF
(Units) (Units) (Units) (Units) (%) ($)
Westpac 7,780,793 104,040 144,477 7,740,356 3.74% 445,680
BT Portfolio Services Pty Limited 79,818,468 3,593,883 814,390 82,597,961 39.91% 4,746,761
2009
Securityholder
Number of
units held
opening
Number of
units
acquired
Number of
units
disposed
Number of
units held
closing
Interest
held
Distributions
received/
receivable by
WDPF
(Units) (Units) (Units) (Units) (%) ($)
Westpac 2,075,386 9,899,513 4,194,106 7,780,793 3.83% 590,438
BT Portfolio Services Pty Limited 74,131,172 10,167,356 4,480,060 79,818,468 39.27% 5,962,821
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-50-
28 Related party transactions (continued) (4) Responsible Entity (continued) The Stapled Funds’ interest in the units issued or managed by the Responsible Entity and its related entities WDPF
Consolidated WDPF1
2010
Entity
Number of
units held
opening
Number of
units
acquired
Number of
units
disposed
Number of
units held
closing
Interest
held
Distributions
received/
receivable by
WDPF
(Units) (Units) (Units) (Units) (%) ($)
Westpac Office Trust 23,000,000 0 0 23,000,000 4.77% 1,911,875
Westpac Family Restaurants Property Trust 98,000 0 0 98,000 0.49% 174,849
2009
Entity
Number of
units held
opening
Number of
units
acquired
Number of
units
disposed
Number of
units held
closing
Interest
held
Distributions
received/
receivable by
WDPF
(Units) (Units) (Units) (Units) (%) ($)
Westpac Office Trust 23,000,000 0 0 23,000,000 4.77% 1,529,500
Westpac Family Restaurants Property Trust 98,000 0 0 98,000 0.02% 37,190
Transactions with the Responsible Entity and its related entities
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Rental income
Westpac 175 136 18 15 0 0 0 0
Distribution income
Westpac Family Restaurants Property Trust 175 39 0 0 0 0 0 0
Westpac Office Trust 1,912 1,012 0 0 0 0 0 0
Interest income
Westpac
Cash and cash equivalents 297 785 297 785 0 0 0 0
Derivative securities 0 780 0 780 0 0 0 0
Responsible Entity management fees
WFML 1,318 1,334 1,318 1,334 0 0 0 0
Interest expenses
Westpac
Syndicated Debt Facility 4,139 5,200 4,139 5,200 0 0 0 0
Derivative securities 2,180 1,116 2,180 1,116 0 0 0 0
Cash at bank 1 9 1 9 0 0 0 0
Borrowing costs
Westpac
Agency and security trustee fees 38 35 38 35 0 0 0 0
Debt arranging and advisory fees 0 1,005 0 1,005 0 0 0 0
Debt establishment fees 0 0 0 0 0 0 0 0
Property acquisition fees 0 33 0 33 0 0 0 0
Interest rate swap upfront fees 0 4,335 0 4,335 0 0 0 0
Master management service fees
Westpac Asset Management Services Pty Limited
Market rental review services 242 0 242 0 0 0 0 0
Leasing services 253 0 253 0 0 0 0 0
Trust accounting fees
Westpac 94 60 94 60 0 0 0 0
WDPF
Consolidated WDPF1 WDPF1 Parent WDPF2 ParentConsolidated WDPF2
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-51-
28 Related party transactions (continued) (4) Responsible Entity (continued) Business Development Agreement On 18 July 2006 the Responsible Entity entered into a business development agreement with Westpac pursuant to which Westpac will notify WDPF and Consolidated WDPF2 of potential opportunities that it believes will be of interest to WDPF and Consolidated WDPF2. The business development agreement has created a mechanism enabling WDPF and Consolidated WDPF2 to move quickly to acquire new properties and investments. Master Management Services Agreement On 18 June 2010 the Responsible Entity entered into a master management services agreement with a commonly controlled entity, Westpac Asset Management Services Pty Limited, to provide the following asset management services: leasing services; market rental reviews; and development management services; from time to time in accordance with the agreement (Master Management Services Agreement). The lease service and market rental review fees have been calculated and levied in accordance with the Master Management Services Agreement. Outstanding balances with the Responsible Entity and its related entities
2010 2009 2010 2009 2010 2009 2010 2009
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
Cash and cash equivalents held with
Westpac 7,455 7,706 7,455 7,706 0 0 0 0
Interest receivable from
Westpac 20 17 20 17 0 0 0 0
Borrowings - bank loans drawn with
Westpac 72,800 82,733 72,800 82,733 0 0 0 0
Interest payable to
Westpac
Syndicated Debt Facility 113 101 113 101 0 0 0 0
Derivative securities 26 85 26 85 0 0 0 0
Responsible Entity fees payable to
WFML 319 324 319 324 0 0 0 0
Trust accounting fee payable to
WFML 0 12 0 12 0 0 0 0
WDPF
Consolidated WDPF1 WDPF1 Parent WDPF2 ParentConsolidated WDPF2
For details of derivative securities held with Westpac at balance date refer to Note 26.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-52-
28 Related party transactions (continued) (5) Key management personnel Directors Key management personnel (KMP) include persons who were directors of WFML at any time during the financial year as follows: Alan Cameron Chairman Steve Boulton Jim Evans Appointed on 6 October 2009 Liam Forde Stephen Gibbs Mike Hutchinson Retired on 31 December 2009 Jim McDonald Sean McElduff Retired on 6 October 2009 Les Vance Appointed on 6 October 2009 Other key management personnel The following persons also had authority and responsibility for planning, directing and controlling the activities of WDPF and Consolidated WDPF2, directly or indirectly during the financial year: Steve Bulloch John Bucknell Key management personnel unitholdings There were no key management personnel of WDPF and Consolidated WDPF2 who held stapled units in WDPF and Consolidated WDPF2 at any time during the reporting period. Key management personnel compensation
Key management personnel of the Responsible Entity are paid by WFML or its related entities, in their roles as key management personnel of the Responsible Entity.
Key management personnel of the Responsible Entity are not remunerated by WDPF. As such, disclosure of compensation paid to key management personnel of the Responsible Entity is not required. All transactions between key management personnel and WDPF and Consolidated WDPF2 were done so on normal commercial terms.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-53-
28 Related party transactions (continued) (5) Key management personnel (continued) Key management personnel loan disclosures WDPF and Consolidated WDPF2 has not made, guaranteed or secured, directly or indirectly, any loans to the key management personnel or their personally related entities at any time during the reporting period. Other transactions within WDPF and Consolidated WDPF2 Apart from those details disclosed in this note, no director has entered into a material contract with WDPF and Consolidated WDPF2 since the end of the previous financial year and there were no material contracts involving directors‟ interests subsisting at the end of the reporting period.
29 Economic dependency
WDPF depends on a significant volume of rental income from IGA, Woolworths, and Metcash and their associated subsidiaries, for the lessees of shopping centre properties and the Australian Taxation Office for the lease at the Penrith property. A number of lease agreements have been entered into with these parties. The initial lease terms are between ten and eighteen years and all leases include two five-year renewal options that may be exercised at the discretion of the tenant.
30 Contingent assets and liabilities and commitments (i) Fees for financial advisory and investment banking services On 13 April 2010, WFML in its capacity as the Responsible Entity of WDPF engaged Citigroup Global Markets Australia Pty Limited (Citi) to provide financial advisory and investment banking services. In accordance with the engagement letter, WDPF must pay a monthly retainer fee of $100,000 (exclusive of GST) to Citi until the earlier of termination of the agreement or completion of a transaction. The agreement may be terminated by either party by written notice. The maximum amount of remaining transaction fees payable is not expected to exceed $700,000 (exclusive of GST). (ii) Notice of default issued to a tenant of 706 Lorimer Street, Port Melbourne VIC Refer to Note 31 for details on notice of default issued to a tenant of 706 Lorimer Street, Port Melbourne VIC. There are no other contingent assets, liabilities or commitments as at 30 June 2010 (2009 – Nil).
31 Events occurring after the end of the reporting period (i) Westpac Office Trust acquisition by the Mirvac Group On 21 July 2010 the unitholders of Westpac Office Trust (WOT) approved the acquisition by the Mirvac Group of all the issued units of WOT by way of a trust scheme. On 23 July 2010 the Supreme Court of New South Wales approved the implementation of the trust scheme. In consideration for WDPF‟s 23,000,000 WOT Instalment Receipts held at Record Date WDPF: was issued 3,470,708 Mirvac Instalment Receipts on 4 August 2010; and received cash consideration of $6,187,108 and $8,593,213 of instalment debt was repaid on its behalf on 9 August 2010 On the basis that in August 2010 the WOT Instalment Receipts were exchanged for cash consideration and Mirvac Instalment Receipts that the Responsible Entity intends to divest, the WOT Installment Receipts have been classified as current as at 30 June 2010.
On the basis that $8,593,213 of the instalment debt was repaid in August 2010 and the remaining instalment debt will be repaid upon the divestment of the Mirvac Instalment Receipts, the WOT instalment debt payable has been classified as current as at 30 June 2010. (ii) Sale of North Ryde Office Trust On 16 June 2010 the Group entered into a Unit Sale Side Deed with Mirvac Property Trust to sell its units in NROT for $22.5 million. The sale was conditional and effective upon the date of acquisition by the Mirvac Group of all the issued units of WOT by way of trust scheme. On 4 August 2010 the conditions precedent to the sale were satisfied and the sale was affected. On 6 August 2010 WDPF received the $22.5 million sale proceeds from Mirvac Property Trust.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Notes to the financial statements for the year ended 30 June 2010
(continued)
-54-
31 Events occurring after the end of the reporting period (continued) (iii) Notice of default issued to a tenant of 706 Lorimer Street, Port Melbourne VIC The major tenant at the 706 Lorimer Street, Port Melbourne investment property is in arrears and has defaulted under its lease. On 4 August 2010 a cheque for $699,438 was issued under the $1,574,692 bank guarantee to cover the arrears amount up until to 14 July 2010. A replacement guarantee for the balance of $875,254 has been issued. On 5 August 2010 a notice of default was issued to the tenant. As at the signing date of the financial statements, the tenant has not provided a top up to the guarantee as required. It is the Responsible Entity‟s intention to call on the remaining balance of the guarantee and vacate the tenant if the obligation has not been met within 14 days of the date of the notice of default. The valuation of the property reflects the Responsible Entity‟s expectation that the tenant will be vacated and the Responsible Entity will re-lease the property. No other significant events have occurred since the end of the reporting period which would impact on the financial position of WDPF and Consolidated WDPF2 disclosed in the Statements of Financial Position as at 30 June 2010 or on the results and cash flows of WDPF and Consolidated WDPF2 for the year ended on that date.
Westpac Diversified Property Fund WDPF No.1 Trust WDPF No.2 Trust
Directors’ Declaration For the year ended 30 June 2010
-55-
Directors’ Declaration In the opinion of the directors of Westpac Funds Management Limited as Responsible Entity for Westpac Diversified Property Fund (WDPF), WDPF No.1 Trust (WDPF1) and WDPF No.2 Trust (WDPF2): (a) the financial statements and notes set out on pages 7 to 54 are in accordance with the Corporations Act 2001, including:
(i) complying with Australian Accounting Standards (including Interpretations) and other mandatory professional reporting requirements, the Corporations Regulations 2001 and are in accordance with the WDPF, WDPF1 and WDPF2 Constitutions; and
(ii) giving a true and fair view of WDPF‟s, WDPF1‟s, Consolidated WDPF2‟s and WDPF2‟s financial position as at 30 June 2010 and of their performance for the year ended on that date; and
(b) there are reasonable grounds to believe that WDPF1 and WDPF2 will be able to pay their debts as and when they become due
and payable. Note 2(a) confirms that the financial statements do comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. This declaration is made after receiving the declarations requested to be made to the directors in accordance with section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the directors of the Responsible Entity.
Alan Cameron Chairman 26 August 2010
Liability limited by a scheme approved under Professional Standards Legislation
PricewaterhouseCoopers
ABN 52 780 433 757
Darling Park Tower 2
201 Sussex Street
GPO BOX 2650
SYDNEY NSW 1171
DX 77 Sydney
Australia
Telephone +61 2 8266 0000
Facsimile +61 2 8266 9999
www.pwc.com/au
Independent auditor’s report to the stapled security
holders of Westpac Diversified Property Fund (WDPF) and
the unit holders of WDPF No.2 Trust
Report on the financial report
We have audited the accompanying financial report of WDPF No.1 Trust (“WDPF 1”) and WDPF
No.2 Trust (“WDPF 2”), which comprises the statement of financial position as at 30 June 2010, the
statement of comprehensive income, statement of changes in equity and statement of cash flows
for the year ended on that date, a summary of significant accounting policies, other explanatory
notes and the directors’ declaration for both WDPF 1 and WDPF 2 (the Trust’s). WDPF comprises
of WDPF No.1 Trust and the entities it controlled during the year ended 30 June 2010, including
WDPF 2 and its subsidiaries. WDPF 2 comprises of WDPF 2 and the entities it controlled during
the year ended 30 June 2010.
Directors’ responsibility for the financial report
The directors of Westpac Funds Management Limited (the responsible entity) are responsible for
the preparation and fair presentation of the financial report in accordance with Australian
Accounting Standards (including the Australian Accounting Interpretations) and the Corporations
Act 2001.This responsibility includes establishing and maintaining internal controls relevant to the
preparation and fair presentation of the financial report that is free from material misstatement,
whether due to fraud or error; selecting and applying appropriate accounting policies; and making
accounting estimates that are reasonable in the circumstances. In Note 2, the directors also state,
in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the
financial statements comply with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted
our audit in accordance with Australian Auditing Standards. These Auditing Standards require that
we comply with relevant ethical requirements relating to audit engagements and plan and perform
the audit to obtain reasonable assurance whether the financial report is free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial report. The procedures selected depend on the auditor’s judgement,
including the assessment of the risks of material misstatement of the financial report, whether due
to fraud or error. In making those risk assessments, the auditor considers internal control relevant
to the entity’s preparation and fair presentation of the financial report in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates
made by the directors, as well as evaluating the overall presentation of the financial report.
Our procedures include reading the other information in the Annual Report to determine whether it
contains any material inconsistencies with the financial report.
Independent auditor’s report to the stapled security holders of WestpacDiversified Property Fund (WDPF) and the unit holders of WDPF No.2 Trust(continued)
Our audit did not involve an analysis of the prudence of business decisions made by directors or
management.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinions.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations
Act 2001.
Auditor’s opinion
In our opinion:
(a) the financial report of WDPF and WDPF 2 is in accordance with the Corporations Act 2001,
including:
(i) giving a true and fair view of the Trusts’ and consolidated entity’s financial position
as at 30 June 2010 and of their performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards (including the Australian
Accounting Interpretations) and the Corporations Regulations 2001; and
(b) the financial report complies with International Financial Reporting Standards as disclosed
in Note 2.
Matters relating to the electronic presentation of the audited financial report
This auditor’s report relates to the financial report of WDPF No.1 Trust (“WDPF 1”) and WDPF
No.2 Trust (“WDPF 2”) (the Trust’s) for the year ended 30 June 2010 included on WDPF No.1
Trust (“WDPF 1”) and WDPF No.2 Trust (“WDPF 2”) web site. The responsible entity’s directors
are responsible for the integrity of the WDPF No.1 Trust (“WDPF 1”) and WDPF No.2 Trust
(“WDPF 2”) web site. We have not been engaged to report on the integrity of this web site. The
auditor’s report refers only to the financial report named above. It does not provide an opinion on
any other information which may have been hyperlinked to/from the financial report. If users of this
report are concerned with the inherent risks arising from electronic data communications they are
advised to refer to the hard copy of the audited financial report to confirm the information included
in the audited financial report presented on this web site.
PricewaterhouseCoopers
JW Bennett Sydney
Partner 26 August 2010