Goodman NZ/Announcement
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GMT’s delivers statutory profit of $284.4 million before ta

Full Year Results27 May 2020GNZReal Estate

Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142 Tel +64 9 375 6060 |
www.goodman.com/nz




nzx release+

GMT’s delivers statutory profit of $284.4 million before tax

Date 28 May 2020

Release Immediate


Goodman (NZ) Limited, the manager of Goodman Property Trust (“GMT” or “Trust”)

has released the Trust’s financial results for the year ended 31 March 2020.

The continued execution of an investment strategy focused on the supply-constrained

Auckland industrial market has contributed to another strong operating result from GMT.

Keith Smith, Chairman of Goodman (NZ) Limited said, “While the economic outlook has

deteriorated rapidly over the last three months as a result of COVID-19, the quality of the

Trust’s $3.1 billion portfolio, its focus on the industrial sector and low level of gearing will

enable it to respond to future challenges and opportunities.”

FY20 result overview

GMT’s investment strategy has been refined in recent years to meet the increased demand

for warehouse and distribution space across Auckland. Driven by economic growth and

other structural drivers, the city’s industrial property market has to date, been New

Zealand’s best performing commercial real estate sector.

Key operational and financial results of FY20 include:

+ A statutory profit of $284.4 million before tax (including investment property valuation

gains of $165.8 million), compared to $334.8 million before tax (including investment

property valuation gains of $201.9 million) previously.

+ A 10% increase in net tangible assets to 172.7 cents per unit, from 157.0 cents per unit at

31 March 2019.

+ Adjusted operating earnings

1

of $109.7 million before tax or 8.16 cents per unit.

+ Cash distributions of 6.65 cents per unit, representing around 107% of GMT’s cash

earnings

2

of 6.22 cents per unit.

+ Successful capital management initiatives with $175 million of new equity raised in

September and October 2019, through a $150 million placement and a $25 million Retail

Unit Offer.

+ Substantial balance sheet capacity with reported gearing of just 18.9% and almost

$400 million of available liquidity, at 31 March 2020.

+ Further development progress with $158.6 million of projects completed during the year

and $101 million

3

of projects in progress.

+ The acquisition of the T&G Global facility in Mt Wellington for $65.0 million in September

2019 and, post balance date, the neighbouring property at 7-8 Monahan Road for

$13.0 million.

+ Strong portfolio metrics with occupancy of 99.4% and a weighted average lease term of

5.5 years, at 31 March 2020.


1

Adjusted operating earnings is a non-GAAP financial measure included to provide an assessment of the performance of

GMT’s principal operating activities. Refer to note 3.1 of GMT’s financial statements for further information.


2

Cash earnings is a non-GAAP financial measure that assesses underlying cashflows, on a per unit basis. The calculation is

set out on page 29 of the Annual Report.

3

Total project cost of projects under active development, at 31 March 2020.


Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142 Tel +64 9 375 6060 |

www.goodman.com/nz


Further financial information is provided in the Trust’s 2020 Annual Report which was

released today. A copy of the report has been provided to the NZX and will be available on

the website, www.goodman.com/nz

, later this morning.

COVID-19 impacts and responses

Chief Executive Officer, John Dakin said, “Alongside many of our customers in the logistics

and warehousing sectors we have continued to operate through the Alert Level restrictions,

providing the critical business infrastructure that is supporting essential supply chains, while

maintaining the health and safety of our people, customers and stakeholders.”

John Dakin said, “A secure and efficient supply chain, that includes warehouse and logistics

facilities close to consumers, has proven to be essential for a modern city to function and

grow.

Despite the uncertain operating environment, customer demand in the online, logistics,

food, consumer goods and digital economy, continues to support our portfolio fundamentals

and targeted development activity.”

John Dakin said, “The business is responding to the disruption caused by COVID-19 and

we’re adapting our approach to ensure GMT’s stable cashflows and strong financial position

are maintained.”

These initiatives have included:

+ Assisting vulnerable customers with rental support, balancing the needs of these

businesses with our obligations to investors

+ Managing the development workbook by pausing certain development projects until a

customer commitment is secured. While customer demand is likely to be lower, a

significant number of new projects is still anticipated this year

+ Continuing to act prudently by raising the hurdles for new investment spending.

Outlook - FY21 guidance and changes to distribution policy

Commenting on the outlook for FY21, John Dakin said, “If the portfolio continues to perform

in line with our expectations, we forecast cash earnings to be materially consistent with last

year, at around 6.2 cents per unit.”

To ensure the business can continue to grow sustainably the Board has amended its

distribution policy for the Trust. Adopting a target payout ratio of between 80% and 90% of

cash earnings, better aligns distributions with the underlying cashflows from the Trust’s

stabilised portfolio.

Keith Smith said, “The amendment to the distribution policy is another step in the evolution

of a high-quality, low risk property business focused on sustainable long-term growth.”

Under the new policy cash distributions of at least 5.3 cents per unit are expected to be paid

in FY21.

The guidance is subject to there being no further material adverse changes in market

conditions or the occurrence of other unforeseen events.

Summary

GMT delivered a strong operating performance over the last 12 months. With an investment

strategy focused on urban logistics it remains well positioned for the challenges that will

arise as a result of COVID-19 and beyond.

John Dakin said, “Along with others in the business community, our strategy has been

stress-tested throughout these last few months. Investing in the supply-constrained

Auckland industrial market has delivered strong returns for Unitholders and demonstrated

the Trust is uniquely placed to benefit from the rapid growth in e-commerce and the critical

role the city’s industrial sector plays in the national supply chain.”


Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142 Tel +64 9 375 6060 |

www.goodman.com/nz


For additional information please contact:

John Dakin Andy Eakin

Chief Executive Officer Chief Financial Officer

Goodman (NZ) Limited Goodman (NZ) Limited

(021) 321 541 (021) 305 316


James Spence

Director Investment Management

Goodman (NZ) Limited

(021) 538 934


Attachments provided to NZX:

1. Goodman Property Trust and GMT Bond Issuer Limited Annual Report 2020

2. GMT Annual Result Presentation

3. NZX Result Announcement


About Goodman Property Trust:

GMT is an externally managed unit trust, listed on the NZX. It has a market capitalisation of around $3.2 billion, ranking it in

the top 20 of all listed investment vehicles. The Manager of the Trust is a subsidiary of the ASX listed Goodman Group,

Goodman Group is also the Trust’s largest investor with a cornerstone unitholding of 21%.

GMT is New Zealand’s leading industrial space provider. It has a substantial property portfolio, with a value of $3.1 billion. The

Trust holds an investment grade credit rating of BBB from Standard & Poor’s.

---

1
Annual

Result

Goodman Property Trust

2020

2
Goodman Property Trust Annual Result 2020

Contents

03Overview

06Financial result

13Capital management

17Investment portfolio

28Development programme

31FY21 Outlook & guidance

34Appendix

Presented by:

John Dakin Chief Executive Officer + James Spence Director - Investment Management + Andy Eakin Chief Financial Officer

M20 Business Park, WiriUnless otherwise indicated, all numerical data provided in this presentation is stated as at 31 March 2020. All dollar valuesare NZD unless otherwise stated. All figures are rounded. Non-GAAP financial measures may not be consistent with their calculationby other similar entities.

3
Overview

Gateway warehouses, Highbrook Business Park

Goodman Property Trust Annual Result 2020

4
Goodman Property Trust Annual Result 2020

Changing landscape

We acknowledge the unprecedented times we’re experiencing and the impact COVID-19 is having on people’s lives and

livelihoods

Today’s operating outlook is more uncertain with the social and economic impacts of the COVID-19 pandemic likely to be far

reaching

New Zealand’s industrial sector is an important part of the economy, delivering essential business infrastructure and enabling

distribution of critical supplies

Despite the challenging macro environment, offshore and local markets show an acceleration in consumer take-up of online

retail. The trend continues to be a positive demand driver for logistics property, supporting underlying fundamentals:

+Increased focus on timely and cost-effective distribution as consumer demands intensify

+Increased use of technology & automation as distributors seek to maximise productivity from within existing assets

+Greater occupier sophistication, differentiating between locations and building quality

5
Goodman Property Trust Annual Result 2020

Strategic overview

Industrial

Auckland industrial market at capacity (1.2% vacancy

1

)

Prime locations, close to consumers, expected to deliver

best returns

Low capital outlay over life cycle

Strongest investment performance of all property sectors

Auckland

Geographically constrained with limited well-located

industrial land supply

NZ’s urban centre, with scale supporting innovation

and e

-commerce trends

Congested distribution networks driving selectiveness

for locations

Targeted investment in the Auckland industrial and

urban logistics market

Focus on long-term total return, through continued value

creation within underlying portfolio

Development programme producing quality long-t

erm assets,

monetising GMT’s land bank

Substantial balance sheet capacity, providing resilience and

c

apacity for further investment

Updated distribution policy which provides for a long-term

sustainable distribution, better aligned with the underlying

cash flows from GMT’s stabilised portfolio

1

CBRE Research, Q4 2019

6
Financial

result

NCI Packaging, SavillLink

Goodman Property Trust Annual Result 2020

7
Goodman Property Trust Annual Result 2020

Financial highlights

Goodman Property Trust Annual Result 2020

NCI Packaging, Savill Link

18.9%

Loan-to-value ratio

1

172.7cpu

Net tangible asset backing

$165.8m

Portfolio revaluation

$284.4m

Profit before tax

4.0years

Weighted average debt term

4

6.65cpu

FY20 distribution

6.22cpu

Cash earnings

3

1

LVR is a non-GAAP financial measure used to assess the strength of GMT’s balance sheet

2

GMT’s stock market performance calculated on an accumulation basis, aligned with performance fee calculation

3

Cash earnings is a non-GAAP financial measure that assesses underlying cash flows, on a per unit basis, after adjusting for borrowing costs and Manager’s base fee capitalised to land and expenditure related to building maintenance

4

Calculated on drawn debt assuming bank debt is drawn from the longest term facility

28.1%

Total Unitholder Return

2

12 months to 31 March 2020

8
Goodman Property Trust Annual Result 2020

126.8

14.3

+4.9

+11.5

+3.6

+3.0

-4.2

-0.2

-14.3

141.1

145.3

100

105

110

115

120

125

130

135

140

145

150

FY19DisposalsAcquisitionsDevelopmentsUnderlying

portfolio -

Auckland

Additional

income

IFRS 16

adjustment

(ground

leases)

FY20

GMTWPHGMTWPH

Net property income

Net property income bridge

($m)

Income from acquisitions and developments in

addition to like-for-like rental growth has offset the

impact of asset disposals and deleveraging

Underlying like-for-like rental growth of ~4% for

the period

1

Ground lease rental payments now accounted for

in accordance with IFRS16

1

Net rental income on underlying portfolio, adjusted to remove straightliningand fitout rents

9
Goodman Property Trust Annual Result 2020

Cash earnings

FY20 cash earnings per unit materially consistent

with restated FY19

Distribution of 6.65 cents per unit equates to 106.9%

of cash earnings for the period

Capitalised borrowing costs on land have fallen to

$3.7 million with a land weighting of 1.5% at balance

date

$12.5 million of capex spent on stabilised portfolio, of

which $2.9 million is considered to be maintenance

FY21 benefits from ~$4 million of tax savings from

reinstatement of building depreciation, effective tax

rate expected to be around 15% for the year

FY20FY19

Adjusted operating earnings before tax

1

109.7117.0

Tax on adjusted operating earnings(19.2)(17.5)

Adjusted operating earnings after tax90.599.5

Base management fee – paid in units-(9.3)

Capitalised borrowing costs – land(3.7)(6.0)

Capitalised management fees –land(0.3)(0.5)

Maintenance capex(2.9)(3.1)

Cash earnings

2

83.680.6

Cash earnings per unit (cpu)6.226.24

Distribution per unit (cpu)6.656.65

Distribution % of cash earnings106.9%106.6%

Cash earnings’ summary ($m)

1

Adjusted operating earnings is a non-GAAP financial measure that includes the Trust’s share of Wynyard Precinct Holdings Limited joint venture’s operating earnings in FY19. Refer to note 3.1of GMT’s financial statements for further information.

2

Cash earnings is a non-GAAP financial measure that assesses underlying operating cashflows, after adjusting for borrowing costs and Manager’s base fee capitalised to land and expenditure related to building maintenance. Cash earnings for the prior year have been restated for consistency

with FY20, treating the management fee as if it had been paid in cash.

10
Goodman Property Trust Annual Result 2020

172.7

+2.6

+0.4

+10.7

+1.3

+1.4

+0.7

-1.5

157.0

140.0

145.0

150.0

155.0

160.0

165.0

170.0

175.0

180.0

31-Mar-19Equity

placement

Retail offerRevaluation -

stabilised

Revaluation -

developments

and land

Movement in

fair value of

financial

instruments

FY20

Performance

fee

Other31-Mar-20

NTA increased 15.7 cents per unit (10.0%) for the

year to 172.7 cents per unit

5.7% increase in portfolio value main contributor

$175 million of new equity raised mid-y

ear at $2.10

per unit, a 23% premium to NTA

$22.5 million revaluation gains on developments

r

eflects an average margin of 16.2%

1

GMT’s strong relative performance in FY20 resulted

in a performance fee of $11.4 million being payable

Capital growth

Net tangible assets

(cents per unit)

1

Margin reflects completed developments only

11
Goodman Property Trust Annual Result 2020

Investment property

Investment property

($m)

Total investment property increased

by $440.6 million to $3.1 billion

Acquisitions and developments

adding $221.4 million

Interests in leasehold land valued at

$63.3 million under IFRS16

(corresponding lease liability of

$60.1 million)

Capital

transactions

DevelopmentsOther

2,478.6

2,951.8

85.2

74.9

69.6

47.3

-12.5

-4.8

+106.3

+75.3

+30.5

+3.7

+5.6

+148.1

+25.0

+63.3

2,633.4

3,074.0

2,000

2,200

2,400

2,600

2,800

3,000

3,200

31-Mar-19DisposalsAcquisitionsHighbrookSavillM20WestneyStabilised

revaluation

Land

revaluation

Capitalised

costs

IFRS 16

adjustment

31-Mar-20

StabilisedDevelopmentLand

1

Capitalised costs include capital expenditure, capitalised holding costs and deferred costs on stabilised and land

1

12
Goodman Property Trust Annual Result 2020

Gearing

Loan to value ratio

GMT continues to be conservatively

l

everaged

LVR of 18.9% at 31 March 2020 with

fully committed LVR at 20.6%

Medium-term range remains 25% -

35%

LVR covenant limit of 50% under

Trust Deed and all financing

arrangements

Balance sheet position provides

significant resilience and capacity for

both acquisitions and investment in

development pipeline

18.9%

20.6%

+3.1%

+2.6%

+0.9%

+0.3%

+1.3%

-0.3%

-1.2%

-5.8%

19.7%

10%

12%

14%

16%

18%

20%

22%

24%

26%

28%

31-Mar-19AcquisitionsDevelopments

incl.

revaluation

DisposalsStabilised

revaluation

Equity raiseOther31-Mar-20Committed

acquisitions

Committed

developments

Committed

LVR

1

1

Excludes pauseddevelopments previously announced

LVR is a non-GAAP financial measure used to assess the strength of GMT’s balance sheet. Calculation of LVR is set out in note 2.6 of GMT’s financial statements

13
Capital

management

HighbrookBusiness Park

Goodman Property Trust Annual Result 2020

14
Goodman Property Trust Annual Result 2020

135135

130

100

100

100

100

525252

0

50

100

150

200

250

FY21FY22FY23FY24FY25FY26FY27FY28FY29FY30FY31

Retail bondsBank facilityUSPP notesBank debt drawn

Managing funding risk

Maturity profile

($m)

Refinancing of GMT’s bank facility was completed

in November 2019

Increased facility size by $100m to $400m, with

funding from BNZ, CBA, HSBC and Westpac

Maintained Standard & Poor’s corporate rating of

BBB (stable), BBB+ debt issue rating

31-Mar-2031-Mar-19

Non-bank funding (drawn)96%98%

Headroom (bank facility)$375m$288m

Weighted average debt term (drawn)

1

4.0y5.0y

Gearing covenant (<50%)

2

20.3%22.4%

1

Calculated on drawn debt assuming bank debt is drawn from the longest term facility

2

Asset pool for LVR covenant excludes development spend on projects in progress, cash, and certain properties. LVR is a non-GAAP metric used to measure the strength of GMT’s balance sheet.

15
Goodman Property Trust Annual Result 2020

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Y1Y2Y3Y4Y5

Managing interest rate risk

Hedging profile

Hedging levels provide over 30% exposure to

l

ow floating rates

Interest rate swaps net ITM $16.5 million

Cross currency swaps fully hedge USPP notes

(ITM $44.6 million)

FY21 WACD expected to be around 3.7%

31-Mar-2031-Mar-19

12 month forward hedging level68%76%

Weighted average debt cost5.0%4.9%

ICR covenant (>2.0x)3.9x3.6x

16
Goodman Property Trust Annual Result 2020

Distribution policy

Updated distribution policy which better aligns distributions with the underlying cash flows from GMT’s stabilised portfolio:

+Remains linked to cash earnings

1

; GMT’s preferred measure for analysing underlying financial performance

+Provides for distributions to be cash covered as opposed to partially funded by debt, and retains earnings towards capex

on GMT’s stabilised portfolio

From FY21, future distributions are expected to range between 80% and 90% of cash earnings

1

1

Cash earnings is a non-GAAP financial measure that assesses underlying operating cashflows, after adjusting for borrowing costs and Manager’s base fee capitalised to land and expenditure related to building maintenance. Refer also to slide 9.

17
Investment

portfolio

Big Chill Distribution, HighbrookBusiness Park

Goodman Property Trust Annual Result 2020

18
Goodman Property Trust Annual Result 2020

201.9

179.0

115.9

196.6

282.5

211.1

148.7

124.2

278.8

243.9

370.5

13.1

500.0

400.0

300.0

200.0

100.0

0.0

100.0

200.0

300.0

400.0

FY15FY16FY17FY18FY19FY20

DevelopmentsAcquisitionsDisposals

Portfolio repositioned

Investment activity

2

($m)

3

Over the last 6 years, $1.2 billion of asset sales and

$1.0 billion

1

of investment into acquisitions and

development commencements has transformed and

significantly improved GMT’s portfolio quality:

+Around 80% of portfolio built since 2004

+100% Auckland industrial weighting

+Land weighting reduced from 10.8% to 1.5%

Gearing reduced from 36.0% to 18.9%

1

Acquisitions and development commencements – total project cost excluding land, includes paused developments previously announced

2

Transactions contracted in the period

3

Development commencements –total project cost including land. Includes paused developments previously announced

19
Goodman Property Trust Annual Result 2020

GMT’s property portfolio

Goodman Property Trust Annual Result 2020

Efficient and desirable distribution locations.

$3.1bn

Property portfolio

1.1m sqm

Net lettable area

11

Estates

20
Goodman Property Trust Annual Result 2020

Portfolio metrics

Goodman Property Trust Annual Result 2020

99.4%

Occupancy

100%

Auckland industrial weighting

1.5%

Land weighting

$158.6m

Development completions

1

5.5years

Weighted average lease term

Gateway warehouses, HighbrookBusiness Park

1

Valuation upon completion

21
Goodman Property Trust Annual Result 2020

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

VacantFY21FY22FY23FY24FY25FY26FY27FY28FY29>FY29

Value AddCoreLeased since March 2019

Portfolio leasing

Leasing for the year across stabilised portfolio

totalled 140,269 sqm (12.6% of portfolio)

Occupancy of 99.4% with FY21 expiries reducing

from 15.0% to 7.7% over the last 12 months

Average lease up period on vacancies of 2

months

Development leasing a strong mixture of

expansion for GMT’s existing customer base

(20,856 sqm) and 10 new customers (18,244

sqm)

Portfolio review profile

(% of portfolio income)

Occupancy (% of portfolio income)

95%

96%

97%

98%

99%

100%

FY16FY17FY18FY19FY20

1

Value-add estates include: Tamaki Estate, Roma Road, Penrose Industrial, Favona, Mt Wellington, Connect Industrial

1

22
Goodman Property Trust Annual Result 2020

FY21 Portfolio review profile

(% of portfolio income)

FY20 saw 72% of portfolio income subject to review by way

of fixed, indexed or market review

1

during the year for an

average increase of 3.7%

2

+Average fixed and indexed increases of 2.5%

+Average increase on market events of 6.3%

3

55% of portfolio subject to fixed or indexed review during

FY21with fixed reviews having an average increase of 2.6%

per annum

Expiries and market reviews due in FY21 considered to be

7-8% under rented

4

when assessed in November 2019

Portfolio reviews

1

Reviews include renewals and new leasing following expiries

2

Face rental increases

3

Market events are market reviews, renewals and new leases

4

Assessed by Management on a face rent basis

23
Goodman Property Trust Annual Result 2020

Customer base

Top 10 customers accounting for 31% of portfolio income, generally

focussed on storage, logistics and distribution

1.2% of GMT’s portfolio weighted towards retail (cafes, restaurants,

gyms etc)

Top ten customers

(% of portfolio income, including subsidiary companies)

Industry exposure (% of income)

1

1

Leased to Big Chill Distribution Limited, a subsidiary of Freightways

0%1%2%3%4%5%6%

NZ Post

DHL

OfficeMax

Fletcher Building

Coda

T&G Global

Foodstuffs

Freightways

Fliway Transport

Toll

24
Goodman Property Trust Annual Result 2020

COVID-19 impact

COVID-19 has had a significant impact on the businesses of many customers, particularly those not classed as essential services

during Alert Level 4

+Approximately 40% of GMT’s customers, representing around 70% of the Trust’s total annual rental income, were utilising their

premises to some degree through the Alert Level 4 lock down restrictions

+> 90%

1

of customers were open to some extent from Alert Level 3

A number of distribution customers have had to find space for expansion to cater for changing demand, with two of GMT’s warehouse

vacancies leased since the onset of COVID-19

A number of GMT’s customers have sought rent relief as they manage the combined impacts of trading restrictions and a sharp

economic correction

+GMT’s standard form of lease does not allow for rental relief in circumstances of “no access for emergency”. Fair abatement for

no access applies in a handful of leases (<5%), generally where inherited through acquisitions

1

Measured by income

25
Goodman Property Trust Annual Result 2020

COVID-19 response

GMT has received ~90% of rental due for April and May 2020

GMT’s response to requests for rental relief have been made on a case by case basis, and have included:

+Targeted support by way of abatement for the most vulnerable businesses; generally those closed during both Alert Levels 4 and 3and

with limited financial resources

+Mutually beneficial leasing outcomes, with30,585sqm of leasing deals completed since 1 April 2020

+Limited rental deferrals to support businesses with short-term cash flow

Other responses to COVID-19 have included:

+Pausing certain development projects until a customer commitment is secured

+Providing marketing support for retail and amenity customers

+Assisting our suppliers with cash flow support by:

-Paying construction partners twice monthly for completed work

-Paying other suppliers on invoice approval, not waiting for 20

th

of month normal payment terms

26
Goodman Property Trust Annual Result 2020

Strategic infill investments with holding income.

New investments

Goodman Property Trust Annual Result 2020

$116.9m

Purchase price

14.7ha

Land area

4.7%

Passing yield

New investments include FY20 settlements of acquisitions of properties at FavonaRoad, 2-6 Monahan Road (Mt Wellington), 7-8 Monahan Road (Mt Wellington)(post balance date) and Pilkington Road (part of Tamaki Estate),

27
Goodman Property Trust Annual Result 2020

Portfolio valuation

Portfolio summary as at 31 March 2020

Valuation $mCap rateInitial YieldWALE yearsOccupancyNet lettable area sqm

Highbrook Business Park

1,443.3

5.3%5.0%6.3100%432,640

Savill Link

361.9

5.1%5.1%6.7100%129,466

M20 Business Park

279.1

5.6%5.8%4.9100%108,391

The Gate Industry Park

1

244.1

5.4%5.2%2.997%85,439

Westney Industry Park

1

193.9

7.1%8.2%5.7100%105,763

Value-add estates

345.2

5.5%5.3%2.9100%176,824

Underlying stabilised portfolio2,867.55.4%5.3%5.5100%1,038,523

Completed developments (2H)83.95.4%4.7%7.093%20,740

Total stabilised properties2,951.85.4%5.3%5.599%1,059,263

Partially completed developments34.84.8%5.1%11.6100%12,833

Developments held at cost40.1--2.630%43,007

Land47.3-----

Total investment portfolio3,074.05.4%5.3%5.599%1,115,103

1

Includes right of use assets in respect of ground leases of $63.3m

Portfolio revaluation $m

1H FY202H FY20Total

Stabilised159.9(11.8)148.1

Development12.410.122.5

Land0.1(4.9)(4.8)

Total investment portfolio172.4(6.6)165.8

28
Development

programme

Active Healthcare, HighbrookBusiness Park

Goodman Property Trust Annual Result 2020

29
Goodman Property Trust Annual Result 2020

Completed developments

Leasing outcomes

11 developments completed across 34,977 sqm of NLA

22,075 sqm developed on a pre-committed basis for

customers Quest, NCI, Big Chill and Panasonic

12,901 sqm developed on a build-to -lease basis and are

100% leased

1

with an average let up period of less than

1 month

Completed development metrics

FY20

% leased100%

1

Average WALE10.4 years

Yield on cost6.4%

Yield on additional cost8.4%

Cap rate on completion5.3%

1

Excludes the Crossing Carpark which is 99% leased. Underwood 1,000 was leased post balance date

30
Goodman Property Trust Annual Result 2020

Current development programme

Work-in -progress summary

Current development programmec

onsists of 33,790

sqm across 7 projects at Highbrook, Savill Link,

Westney and M20 business parks

Two previously announced build-to -lease (speculative)

developments have been paused prior to construction

commencement with minimal spend

+Allows GMT to manage exposure to build-to -lease

(speculative) development, which equates to just

0.8% of total portfolio

Work in progress costs relating to COVID-19 have

been agreed and are within project contingencies

Estate

Total project cost

$m

Lettable area

sqm

Expected

completion date

1

Leased

Highbrook53.716,029Feb-2169%

Savill Link18.05,480May-20100%

Westney16.48,329Nov-2046%

M2012.83,952Nov-20100%

Subtotal101.133,79073%

Paused developments58.322,050TBC-

Total 159.455,84046%

1

Last completion date of current work in progress

Developments (excluding paused)sqm

Currently under construction33,790

Uncommitted9,230

Total GMT portfolio1,115,103

Exposure0.8%

Leasing exposure

31
FY21

outlook& g uidance

NCI Packaging, SavillLink

Goodman Property Trust Annual Result 2020

32
Goodman Property Trust Annual Result 2020

While the operating environment has deteriorated and the immediate outlook is uncertain, we will continue to pursue an

investment strategy focused on the urban logistics’ market:

The important role industrial property plays in the supply chain, providing the physical infrastructure that allows goods and

m

aterials to be stored and distributed quickly and efficiently has been clearly demonstrated in the consumer response to

COVID-19

Prudent capital management has provided GMT with substantial financial flexibility and liquidity, providing resilience and the

abi

lity to take advantage of acquisitions and/or development opportunities in line with strategy

FY21 guidance

Based on the current economic outlook and our expectations of its portfolio impact, cash earnings are expected to be

m

aterially consistent with FY20 at around 6.2 cents per unit

1

Distributions for FY21 to be not less than 5.3 cents per unit, the midpoint of the 80-90% FY21 cash earnings’ guidance

The guidance is subject to there being no further material adverse changes in market conditions or the occurrence of other

unf

oreseen events

Outlook and guidance

1

Operating earnings adjusted for interest capitalised on land, maintenance capex and capitalised management fees on land

33
Thank

you

Goodman Property Trust Annual Result 2020

Disclaimer: The information and opinions in this presentation were prepared by Goodman (NZ) Limited on behalf of Goodman Property Trust and its subsidiaries (Goodman).

Goodman makes no representation or warranty as to the accuracy or completeness of the information in this presentation.

Opinions including estimates and projections in this presentation constitute the current judgment of Goodman as at the date of this presentation. They are subject to change without notice. Such opinions are not guarantees or predictions of future performance, and involve known and

unknown risks, uncertainties and other factors, many of which are beyond Goodman’s control, and which may cause actual results to differ materially from those expressed in this presentation.

Goodman undertakes no obligation to update any information or opinions whether as a result of new information, future events or otherwise.

This presentation is provided for information purposes only.

No contract or other legal obligations shall arise between Goodman and any recipient of this presentation.

Neither Goodman, nor any of its Board members, officers, employees, advisers or other representatives will be liable (in contract or tort, including negligence, or otherwise) for any direct or indirect damage, loss or cost (including legal costs) incurred or suffered by any recipient of this

presentation or other person in connection with this presentation.

34
Appendix

WestneyIndustry Park

Goodman Property Trust Annual Result 2020

35
Goodman Property Trust Annual Result 2020

DevelopmentEstate

Total project cost

$m

Lettable area

sqm

Completion dateLeased

Savill Drive UnitsSavill Link18.05,480May-20100%

OfficeMax ExpansionHighbrook Business Park20.37,353Sep-20100%

68 Westney RoadWestney Industry Park9.84,970Nov-20100%

Waiouru PointHighbrook Business Park15.14,416Nov-20100%

Westney 4,500Westney Industry Park9.84,970Nov-200%

Ingram Micro ExpansionM20 Business Park12.83,952Nov-20100%

Island UnitsHighbrook Business Park18.34,260Feb-210%

Total existing projects101.133,79073%

M20 9,000M20 Business Park25.09,6300%

El Kobar 10,000Highbrook Business Park26.110,4000%

Savill ExpansionSavill Link7.22,0200%

Total paused projects58.322,0500%

Total work-in-progress159.455,84046%

Work-in-progress

36
Goodman Property Trust Annual Result 2020

Completed developments

Westney hardstand

Estate

Westney Industry Park

Completion

August 2019

Area

3,279sqm

NCI

Estate

Savill Link

Completion

July 2019

NLA

14,206 sqm

37
Goodman Property Trust Annual Result 2020

Panasonic expansion

Estate

Highbrook Business Park

Completion

February 2020

NLA

2,666 sqm

Completed developments

Big Chill expansion

Estate

Highbrook Business Park

Completion

February 2020

NLA

5,203 sqm

38
Goodman Property Trust Annual Result 2020

Paramount

Estate

Highbrook Business Park

Completion

December 2019

NLA

2,999 sqm

Completed developments

Hellmann

Estate

Highbrook Business Park

Completion

December 2019

NLA

3,548 sqm

39
Goodman Property Trust Annual Result 2020

Completed developments

Crossing carpark

Estate

Highbrook Business Park

Completion

December 2019

NLA

343 carparks

Quest expansion

Estate

Highbrook Business Park

Completion

April 2019

NLA

59 rooms

40
Goodman Property Trust Annual Result 2020

Completed developments

Waiouru yard

Estate

Highbrook Business Park

Completion

June 2019

Area

7,020 sqm

Underwood 1,000

Estate

Highbrook Business Park

Completion

October 2019

NLA

1,024 sqm

41
Goodman Property Trust Annual Result 2020

Completed developments

El Kobar units

Estate

Highbrook Business Park

Completion

March 2020

NLA

5,330 sqm

42
Goodman Property Trust Annual Result 2020

Profit or loss

43
Goodman Property Trust Annual Result 2020

Balance sheet

44
Goodman Property Trust Annual Result 2020

Cash flows

---

Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | www.goodman.com/nz

nzx release+

GMT Result Announcement


Results for announcement to the market

Name of issuer Goodman Property Trust (“GMT”)

Reporting Period 12 months to 31 March 2020

Previous Reporting Period 12 months to 31 March 2019

Currency New Zealand dollars

Amount (000s) Percentage change

Revenue from continuing operations $171,800 10.7%

Total Revenue $171,800 10.7%

Net profit/(loss) from continuing operations $261,900 -18.0%

Total net profit/(loss) $261,900 -18.0%

Final Dividend

Amount per Quoted Equity Security $0.01662500

Imputed amount per Quoted Equity Security $0.00217521

Record Date 11 June 2020

Dividend Payment Date 18 June 2020

Current period Prior comparable

period

Net tangible assets per Quoted Equity

Security

$1.727 $1.570

A brief explanation of any of the figures

above necessary to enable the figures to be

understood

-

Authority for this announcement

Name of person


authorised to make this

announcement

Andy Eakin

Contact person for this announcement Andy Eakin

Contact phone number (09) 375 6077

Contact email address andy.eakin@goodman.com

Date of release through MAP


28 May 2020

Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | www.goodman.com/nz

Notes

1. This announcement is extracted from the annual financial statements of Goodman Property

Trust. A copy of the annual financial statements together with the independent auditor’s report

on the annual financial statements is attached to this announcement.

---

Goodman Property Trust
GMT Bond Issuer Limited

This is Goodman
Own+Develop+Manage 2

Corporate responsibility

and sustainability

Strategic framework 16

Property 18

Corporate performance 20

People and culture 22

The Goodman

Foundation 24

Financial results

Financial summary 28

Goodman

Property Trust

Financial Statements 31

GMT Bond

Issuer Limited

Financial Statements 71

Other information

Corporate governance 84

Board and Management

team profiles 92

Investor relations 94

Glossary 96

Business directory 97

Year in review

Chairman’s report 4

Management report 8

Property portfolio

Our assets 12

This document comprises the Annual Reports

of  Goodman Property Trust and  GMT  Bond

Issuer Limited for the year ended 3 1 March 2020

and contains the information required to be

disclosed pursuant to the NZX Listing Rules.

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

Front cover image:

Gateway

warehouses

at Highbrook Business

Park, East Tamaki.

An investment strategy focused on the Auckland
industrial market provides customers with high-quality

business premises, close to major transport networks

in New Zealand’s largest consumer market.

1

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

M20 Business

Park, Wiri

Located alongside

SH20 the 1 08,391 

sqm estate has

Kmart and Frucor

as key customers.

Goodman Property Trust is New  Zealand’s largest
listed property investor. It is a high-quality business

built around a substantial portfolio, a wide customer

base and a proven development capability.

2

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

Westney Industry

Park, Mangere

GMT’s property

portfolio provides

customers with highly

efficient, warehouse

and logistics space.

We invest in industrial property
because of its return profile, the

depth of the market and its essential

role in the modern supply chain.

Auckland is our preferred investment

market; it is the country’s gateway city

and main logistics hub.

We own the very best assets, putting

our customers close to consumers in

key urban locations.

Strategic land holdings and a

proven development capability

provide customers with tailored

property solutions.

Around 80% of GMT’s $3.1 billion portfolio

has been developed since 2004, creating

a modern industrial portfolio of unrivalled

scale and quality.

There are around $100 million of projects

currently under development, with more

than 70% of the space already leased.

The foundation of our business

is the 200+ companies that

have chosen Goodman as their

property provider.

We manage all aspects of our business

directly and pride ourselves on the

strength of our customer relationships.

We invest for the long-term and manage

prudently to ensure we maintain a strong

balance sheet that supports sustainable

growth well into the future.

DevelopManageOwn

Own high-quality industrial property,

in key locations close to consumers

Manage assets, capital and stakeholder

relationships expertly and prudently

Develop tailored property solutions

to meet demand

Our business has the customer

as its central focus

DEVELOP

MANAGE

OWN

CUSTOMER

We think strategically and

invest for the long-term,

delivering property solutions

that will continue to meet

the  needs of our customers

well into the future.

We know it’s not just what we do that’s important,

but how we achieve it too. That’s why the customer

is at the centre of our business.

3

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

This is

Goodman

Ye a r i n

review

Property

portfolio

Corporate

responsibility

and

sustainability

Financial

results

Other

information

Keith Smith
Chairman and

Independent Director

In contrast to 2019, today’s operating

environment is significantly more

challenging, with the social and

economic impacts of the COVID-19

pandemic likely to be far reaching.

Goodman Property Trust is a business that

has been positioned to perform across a

variety of economic conditions.

While the immediate outlook is uncertain,

the quality of the Trust’s substantial

property portfolio, its wide customer base,

low level of gearing and focused investment

strategy, gives the Board confidence that

GMT will continue to deliver sustainable

long-term growth.

The importance of building

a robust business that can

withstand market disruptions

and perform through

economic cycles has never

been more apparent.

4

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

Chairman’s report (continued)
Highbrook is

GMT’s largest

estate

Encompassing

107 hectares, this

award-winning

business park

features  around

90 high-quality

buildings with a

work force of  more

than 5,000.

Year in review

The Trust achieved a strong financial

result for the year ended 3 1 March 2020,

recording a statutory profit of $284.4  million

before tax. A portfolio revaluation of

5.7% contributed $1 65.8 million to the

profit, compared with $201 .9 million the

previous year.

From an operational perspective it was

another pleasing 1 2 months, with positive

leasing results, further development

progress and strategic acquisitions

all contributing to GMT’s financial

performance.

Adjusted operating earnings were

$1 09.7  million before tax and full year cash

distributions totalling 6.65 cents per unit

have been confirmed.

The Trust has also delivered another

outstanding investment performance,

recording a Total Unitholder Return of

28.1% over the year. The execution of

an investment strategy focused on the

Auckland industrial market has continued

to attract investor support and GMT has

outperformed its listed peers over the last

one, three and five-year periods.

The strong return is reflected in the

payment of a performance fee to the

Manager this year.

With a relative return 39.4% above its

benchmark, a fee of $1 1 .4 million was

earned. In accordance with the Trust Deed

the fee is used to subscribe for new units

in the Trust. The requirement ensures

the close alignment of interests between

Goodman, as Manager and cornerstone

investor, and other Unitholders.

To address an inconsistency in the

performance fee calculation methodology,

GMT’s Trust Deed has been amended.

The amendments have been approved by

the Trustee and Supervisor of GMT on the

basis that the changes are not prejudicial

to Unitholders.

See the financial summary section, pages

28 to 29, for comprehensive commentary

on GMT’s financial performance.

5

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

This is

Goodman

Ye a r i n

review

Property

portfolio

Corporate

responsibility

and

sustainability

Financial

results

Other

information

Strategic focus
GMT’s investment strategy has been

refined in recent years to meet the growing

demand for warehouse and distribution

space across Auckland. Driven by a strong

regional economy and other structural

changes, the city’s industrial property

market has been New Zealand’s best

performing commercial real estate sector.

The COVID-1 9 pandemic doesn’t change

this wider investment strategy and we

remain confident that the Auckland

industrial market will continue to be the best

performing property sector, even as the

economy enters a recession.

Being agile and quickly adapting to a

more uncertain operating environment

is important to ensure GMT’s stable

cashflows and strong financial position

are maintained.

Recent initiatives have included:

ƒWorking with customers that require

rental support

ƒ Pausing certain development projects

until a customer commitment is secured

ƒ Limiting new investment spending to

the most compelling opportunities.

As a business partner, we are supporting

customers to the extent we can. Rent

abatements, rent deferrals and lease

restructures have offered some relief

through the Alert Level restrictions, the

period when revenues were most

impacted.

With historically low gearing and only

partially drawn debt facilities, the Trust

has a very strong balance sheet. Actively

managing the portfolio and selectively

allocating capital to new developments and

acquisitions will help preserve this position.

Chairman’s report (continued)

FY21 guidance and distribution

The strength of GMT’s rental cashflows is

underpinned by the 200+ customers that

occupy the portfolio.

While the economic outlook has

deteriorated over the last three months,

the quality of the assets, the focus on the

industrial sector and low level of gearing

gives the Board confidence that GMT will

continue to deliver strong operating results.

If the portfolio continues to perform in line

with our expectations, cash earnings will

be materially consistent with last year at

around 6.2 cents per unit.

GMT has been repositioned over the

last five years as an industrial property

specialist. The repositioning has also

included initiatives to enhance its capital

structure. Asset sales and equity issuance

have significantly deleveraged the

balance sheet, while new debt issues have

diversified the Trust’s sources of funding

and extended the term of its debt.

To ensure the business can continue to

grow sustainably the Board has amended

its distribution policy for the Trust. Adopting

a target payout ratio of between 80%

and 90% of cash earnings, on average

over time, better aligns distributions with

the underlying cashflows from the Trust’s

stabilised portfolio.

It’s another step in the creation of a high-

quality, low risk property business focused

on sustainable long-term growth.

Under the new policy cash distributions of

at least 5.3 cents per unit are expected to

be paid in FY21.

This guidance is subject to there being no

further material adverse changes in market

conditions or the occurrence of other

unforeseen events.

6

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

Linfox, Westney

Industry Park

The logistics operator

uses this facility

as a distribution

centre for  a  large

supermarket chain.

Corporate governance
While the immediate focus is on the

operational performance of the Trust,

the Board will continue to progress its

corporate governance programme.

Included on the agenda is a plan for

Director renewal. To maintain continuity,

and ensure an orderly transition, the Board

refresh will be managed over a two to three-

year period. The timing of retirements and

new appointments will be addressed once

the economic challenges of COVID-1 9

have  passed.

A clearer understanding of the impacts of

the pandemic will be gained as we progress

through the year. The Annual Meeting of

Unitholders, scheduled for 22 July 2020,

will be the next opportunity to update the

market on GMT’s operating performance

and business outlook.

We are also working to address the

legislative anomaly that became apparent

in last year’s equity raising. A successful

outcome will ensure Unitholders aren’t

burdened by additional levels of compliance,

compared to ordinary shareholders, as a

result of GMT’s unit trust structure.

The Trust’s corporate reporting continues to

be extended and improved with this year’s

annual report including new sustainability

targets. Setting objectives to mitigate the

impacts of climate change builds on existing

Chairman’s report (continued)

Keith Smith

Chairman and Independent Director

carbon reporting initiatives. It also aligns

GMT’s sustainability programme more

closely with that of the wider Goodman

Group. See pages 1 6 to 23 for further detail.

Summary and outlook

GMT has delivered a strong operating

performance over the last 1 2 months

and is well positioned for the commercial

challenges that will arise as a result of

COVID -1 9.

While the economic environment has

deteriorated, GMT’s investment strategy

remains focused on the Auckland industrial

market. An efficient supply chain, that

includes well-located warehouse and

logistics facilities, is essential for a modern

city to function and grow.

Unitholders can be confident that the Trust

will continue to be managed prudently and

that the Board will adapt its strategy to deal

with a disrupted economy.

A high-quality property portfolio, strong

capital base and proven management

capability ensures that GMT is a resilient

business with the flexibility to adapt to a

changing operating environment.

7

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

This is

Goodman

Ye a r i n

review

Property

portfolio

Corporate

responsibility

and

sustainability

Financial

results

Other

information

CourierPost,

Highbrook

Business Park

The national

delivery service

provider occupies

a 20,000  sqm

warehouse that

includes a highly

automated parcel

sorting system.

GMT’s financial year ended on
3 1 March 2020, shortly after the

COVID -1 9 pandemic began to severely

disrupt the New Zealand economy.

The Alert Level restrictions have highlighted

the important role a secure and efficient

supply chain plays in the orderly functioning

of a modern urban economy. Well-located

industrial property is a key component of these

distribution networks, providing the physical

infrastructure that allows businesses to store,

and then deliver, goods and materials.

It is also the focus of GMT’s $3.1 billion property

portfolio. Investing in the supply-constrained

Auckland industrial market has delivered

strong returns for Unitholders and positioned

the Trust to benefit  from the continued

growth of the city and the rapid expansion

of e-commerce.

John Dakin

Chief Executive Officer

Andy Eakin

Chief Financial Officer

With demographic changes

and consumer behaviour

driving the growth in online

retail, we believe that the

Auckland industrial market

will continue to be the best

performing property sector.

8

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

To p :
DHL , Westney

Industry Park

This international

logistics operator

occupies three

facilities within

the portfolio.

Bottom:

The growth in

online retailing is

driving demand

for urban logistics

space close

to  consumers.

Industrial property forms an important

link in the supply chain, providing the

physical infrastructure that allows

businesses to store, and then quickly

distribute, goods and materials.

FY20 operational performance

The focus on urban logistics has been a

successful strategy for GMT. Customer

demand for well-located facilities, close

to consumers, exceeds supply in many

locations across Auckland. These positive

market dynamics continued last year and

were reflected in the Trust’s operating results.

Highlights include:

ƒ Successful leasing with 140,269 sqm

of space, approximately 1 2.6% of the

portfolio, secured on new and revised

terms

ƒAn average occupancy rate of  99.3%

over the year and 99.4% as at

3 1  March  2020

ƒMaintaining a weighted average lease

term of more than five years

ƒFurther development progress with

$1 58.6 million of completed projects

and $1 0 1 .1 million of work in  progress

ƒThe acquisition of the T&G Global

facility in Mt Wellington for $65.0 million

in September 201 9 and, after balance

date, the neighbouring property at

7- 8  Monahan Road for $1 3.0 million

ƒIndependent valuations confirming

5 .7% growth in asset values over the

year contributing $1 65.8 million of fair

value gains to GMT’s financial result.

High occupancy levels and sustained rental

growth, together with additional revenue

from completed developments and new

acquisitions, have largely offset the impact

of earlier asset sales and balance sheet

deleveraging.

As a result, cash earnings were

$83.6 million, or 6.22 cents per unit,

for  the  year.

GMT’s future financial performance will be

determined by the continued success of

its customers. These companies provide

the strong rental cashflows that underpin

the Trust’s operating earnings. It is a

diverse group of businesses, representing

the automotive, building products, freight

and logistics, retail, warehousing and

distribution sectors.

COVID-19 impacts

The health and safety of Goodman staff,

customers and contractors has been the

priority of the Board and Manager since

COVID -19 spread to New  Zealand in

March 2020.

Business continuity plans were

implemented, with development sites

and management offices closed in

accordance with the Government’s Alert

Level restrictions. An agile workplace

enabled all 60 team members to work

remotely with seamless access to network

applications and other resources.

Management report (continued)

9

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

This is

Goodman

Ye a r i n

review

Property

portfolio

Corporate

responsibility

and

sustainability

Financial

results

Other

information

Around 40% of GMT’s customers,
representing around 70% of the Trust’s

total annual rental income, were open to

some extent through the Alert Level 4

restrictions. This increased to 90% with

the transition to Alert Level 3 and almost all

were back operating under Alert Level 2

from 1 4  May  2020.

The New  Zealand economy is expected to

contract by up to 10% this year as a result of

COVID -19. A number of GMT’s customers

have sought rent relief as they manage the

combined impacts of trading restrictions

and a sharp recession.

With requests from small retailers, charities,

SMEs and even some of New  Zealand’s

largest businesses, we’ve had to make

some difficult decisions about which

customers to support, balancing the

needs of customers with our obligations

to  investors.

This support has typically been directed

at the most vulnerable businesses, those

in genuine distress with limited financial

capacity.

Management report (continued)

The type of support has included:

ƒRent abatement

ƒRent deferrals

ƒRent freezes

ƒLease restructures

ƒMarketing support

We have continued to purchase goods

and services from our suppliers and have

extended our support by accelerating

invoice payments. We have also increased

the frequency of progress payments to our

construction partners.

We are also extending our support to those

in our communities that are struggling.

Through the Goodman Foundation, we

sponsor KiwiHarvest and provide the food

rescue organisation with a distribution facility

at Highbrook Business Park in East Tamaki.

Demand from social agencies for food

parcels has escalated rapidly as a result

of  COVID -19 and the volume of food being

collected and distributed by KiwiHarvest

more than doubled.

To help meet the growing need and

address the waste that occurs in food

production and distribution, we have also

helped facilitate the establishment of a

National Food Network.

Development programme

With around 80% of the portfolio built since

2004, GMT’s development capability has

been a critical factor in the growth of the

business.

The development programme has been

accelerated over the last five years to take

advantage of strong economic growth,

robust property market fundamentals and

sustained customer demand. It has been

a successful approach, rapidly converting

GMT’s strategic land holdings into high-

quality, income-producing industrial assets.

Nine new projects, with a total project cost

of $123. 2 million, were announced last year.

It’s a substantial level of construction activity

that includes both design-build and build-

to-lease projects.

To reduce vacancy risk two previously

announced projects will be paused until

a pre-commitment is secured, or market

conditions improve. A customer expansion

project has also been cancelled following a

reassessment of the space requirements of

its business.

While customer demand is likely to be

lower, a significant number of new projects

is still anticipated this year. Pre-committed

design-build projects are preferred,

but build-to-lease projects will also be

considered if there is sufficient demand

and investment returns are commensurate

with risk.

Maintaining a development pipeline is

essential if GMT is to meet the future

property requirements of its customers.

With just 8.4 hectares of greenfield

land remaining in the portfolio, new

investment opportunities that provide

future redevelopment potential are

being targeted.

10

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

Big Chill

Distribution,

Highbrook

Business Park

The specialist

carrier, owned by

Freightways, is one of

the many customers

that have expanded

to accommodate

business growth.

The acquisition of neighbouring
Mt  Wellington properties, in separate

transactions, is an example of this strategy.

Central to Auckland’s large population

base, the two properties complement

the portfolio and are ideally located for

fulfilment and logistics businesses. The

existing facilities, acquired on a sale and

lease back basis, provide steady holding

income while future amalgamation of the

two sites offers considerable opportunity.

Strong liquidity and low gearing

Successful capital management initiatives

undertaken during the year were prudent

and have proven to be timely, given the

rapid change in the operating environment.

The combination of an underwritten

placement and Retail Unit Offer, in

September and October 2019, raised

$175 million of new equity at the fixed

issue price of $2.10 per unit. Strong capital

markets, supportive investors and a clear

investment strategy meant both offers were

significantly oversubscribed.

The new equity has reduced committed

gearing to just 20.6%, at 3 1 March 2020.

It’s a  conservative level that provides

substantial headroom against GMT’s Trust

Deed and debt facility covenants. These

covenants include a maximum loan to value

ratio of  50%.

The refinancing and extension of the Trust’s

bank facility during the year also provides

GMT with greater financial flexibility.

Renewed on competitive terms, the size of

the facility was increased by $100 million

to $400 million, and the tenor extended

with the three tranches having a weighted

average term to expiry of three years at

commencement.

With low gearing and only partially drawn

debt facilities, the Trust has a very strong

balance sheet. The capacity it provides

ensures GMT can continue to take

advantage of new development and

investment opportunities as they arise.

The strength of GMT’s business is also

reflected in the investment grade rating

from Standard & Poor’s. The agency re-

affirmed its BBB rating for GMT and BBB+

rating for its secured debt in July 2019. The

assessment has remained stable since it

was first assigned in 2009.

The next 12 months

The benefits of earlier investment decisions

and prudent capital management mean

that GMT is a resilient business able to

withstand economic shocks and market

disruptions.

While the operating environment has

deteriorated and the immediate outlook

is uncertain, we will continue to pursue an

investment strategy focused on the urban

logistics market.

The important role industrial property

plays in the supply chain, providing the

physical infrastructure that allows goods

and materials to be stored and distributed

quickly and efficiently, has been clearly

demonstrated in the consumer response

to  COVID -1 9.

Management report (continued)

With demographic changes and consumer

behaviour driving the growth in online retail,

we believe that the Auckland industrial

market will continue to be the best

performing property sector.

The disciplined execution of this investment

strategy and the active management of

the portfolio will ensure the Trust is well

positioned to meet any further challenges

as the economy recovers.

John Dakin

Chief Executive Officer and Executive Director


Andy Eakin

Chief Financial Officer

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NCI Packaging,

Savill Link,

Otahuhu

The specialist

packaging supplier

utilises automated

technology

throughout its

manufacturing

and distribution

process.

Ports of Auckland
CBD

Auckland Airport

Wiri Inland Port

MetroPort

Tamaki

Mt Wellington

Penrose

Favona

Savill

M20

Roma

Westney

Highbrook

The Gate

Connect

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GMT properties are

shown highlighted

in green

The full names of the

estates and portfolio

weighting are shown

on page 14.

Ports of Auckland
CBD

Auckland Airport

Wiri Inland Port

MetroPort

Tamaki

Mt Wellington

Penrose

Favona

Savill

M20

Roma

Westney

Highbrook

The Gate

Connect

GMT’s substantial property

portfolio provides its 200+

customers with high-quality

logistics and warehouse

space  in  strategic locations

across Auckland.

These properties are modern, highly specified and operationally

efficient. They are designed to meet the requirements of a variety

of end users and can accommodate  businesses that need access

to air, port, rail and road freight networks.

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as at 31 March 2020
Properties and key customers Portfolio weighting

Highbrook Business Park, East Tamaki

Big Chill, DHL, NZ Post, OfficeMax, Viridian53%

Savill Link, Otahuhu

Coda, Mainstream, Steel & Tube, SuperCheap, Toll12%

M20 Business Park, Wiri

Kmart, Fliway, Frucor, Ingram Micro, Opal9%

The Gate Industry Park, Penrose

Asaleo Care, Coda, Iron Mountain, Winstone Wallboards8%

Westney Industry Park, Mangere

Cotton On, DHL, Fliway, Linfox, Winstone Wallboards6%

Roma Road, Mt Roskill

Foodstuffs3%

Penrose Industrial Estate, Penrose

Bridgestone, George Weston, Turners3%

Mt Wellington Estate, Mt Wellington

T&G Global2%

Tamaki Estate, Panmure

ContainerCo, Camelspace, Earthwise, Jellicoe, Habitat for Humanity2%

Connect Industrial Estate, Penrose

Fletcher Steel, Mosscar Services1%

Favona Road, Mangere

T&G Global1%

Our assets (continued)

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Our assets (continued)
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We work closely with our team, customers, investors and foundation
partners to ensure GMT is a sustainable business that contributes

positively to society, for the benefit of all our stakeholders.

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Esplanade reserve,

Highbrook

Business Park

Neighbouring

the Tamaki River,

Highbrook features

40ha of parklands

in a master planned

business park.

We need to have a sustainable
business strategy that provides

our customers with the spaces

they need to succeed, today and

into the future.

By aligning our corporate responsibility

and sustainability vision with our

purpose, we believe we can make space

for greatness for all our stakeholders.

The three pillars of our sustainability

framework include:

Strategy

Sustainability is about long-term thinking

and leading by example. A business

strategy that delivers positive economic,

environmental and social outcomes for

all its stakeholders is our aspiration.

Goodman’s own+develop+manage

business model represents its core

commercial functions. It is supported

by the  three pillars of a sustainability

framework that guide our actions.

The three pillars of Property, Corporate

performance and People and culture

are linked to our material factors. We’ve

previously identified 16 factors as important

contributors to the long-term performance

of our business.

We’re challenging ourselves to do better,

and do more for the benefit of all, across

each of these areas. The following pages

describe this approach. It includes reporting

on a range of non-financial metrics,

monitoring progress against future targets

and being accountable for our performance.

UN Sustainable

Development Goals

New  Zealand is a signatory to the United

Nations Sustainable Development Goals

established in 2015. The 17 goals relate

to some of the world’s most significant

challenges including clean water and

sanitation, climate change, equality,

hunger, and poverty.

We have identified nine that are applicable

to our business. Having these as

overarching objectives ensures we are

part  of the collective effort working toward

a  sustainable future.

Click here to learn more:

www.sustainabledevelopment.un.org

We understand the world is constantly

changing and to be part of the future

we must remain agile and open to

new  technologies and alternative

ways of working.

Property

Corporate performance

People and culture

The nine

goals relevant

to GMT

include:

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Energy efficiency

All new warehouse

developments

include energy

efficient LED

lighting skylights

to  maximise

natural light.

As a long-term investor,
we seek to future-proof

our portfolio. We develop

high-quality facilities in

strategic locations, close

to consumers and key

transport infrastructure.

The material factors that guide

our investment strategy include:

ƒSustainable design

ƒBuilding resilience and adaption

ƒBuilding materials and supply chain

ƒBiodiversity and habitat

ƒCarbon emissions and climate

change

ƒEnergy consumption

ƒWater consumption

ƒWaste management

Our base-build specification ensures our

new facilities are designed to be  industry-

leading. They are constructed from

sustainably-sourced building materials

and we manage the development process

to reduce waste and other environmental

impacts.

We work collaboratively with our customers

and consultants, incorporating the latest

technology to maximise the operational

performance and energy efficiency of these

new buildings. We also focus on workplace

amenity, ensuring our customers have

functional and flexible facilities that meet

their wider needs.

Maintaining our properties to a high

standard and our focus on customer

service contribute to the strong

relationships that underpin our financial

results. A target occupancy rate above

95% ensures we are meeting the needs

of our customers and developing only to

meet demand.

Our ability to manage our assets over their

lifecycle also improves their long-term

environmental and financial performance

Ongoing energy and waste monitoring

across the portfolio allow us to benchmark

our assets against best-practice industry

standards.

The energy consumed in FY20 totalled

2,988 MWh, all of which was electricity. Our

greenhouse gas emissions (scope 1 & 2)

have been estimated at 953 tCO₂.

It represents a 74% reduction from

FY1 5 and continues a five-year trend of

falling emissions, largely resulting from

the divestment of office assets. New

energy efficiency initiatives together with

HVAC and  building management system

upgrades have also contributed to the

reduction.

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GMT’s modern

property portfolio is

strategically located

across Auckland,

close to consumers

and key transport

infrastructure.

TargetTimeframeProgress
100% renewable

energy use

2025 ƒ90% of energy is currently from

renewable sources

Solar PV 2025

ƒPartnering with select customers on

solar projects

ƒOutcome will determine speed and

extent  of future initiatives

Carbon neutral

operations

2025

ƒScope 1 & 2 emissions total around

9 5 3 tCO₂ per annum

ƒReduction strategies and alternative

technologies to reduce emissions

Property (continued)

Addressing climate risk

We are committed to reducing the impacts of climate change and have adopted

the following targets to align our focus with the objectives of the Paris Agreement.

Achieving  these goals will reduce our carbon emissions and help limit global warming

to less then 2 degrees.

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Award winning

The Gateway

development at

the entrance to

Highbrook won an

Excellence Award

in the industrial

category  at the

2019 Property

Council Awards.

Below:

Electric vehicles

New electric

charging technology

is being incorporated

into many new

developments.

Recognising that our corporate
performance depends strongly

on the quality of our partnerships,

we seek to establish long-term,

mutually beneficial relationships

with all our stakeholders.

The material factors critical to the success of our

business include:

ƒCustomer attraction and retention

ƒCapital structure and financial results

ƒRisk management

ƒCorporate governance

We critically assess our performance and provide investors,

regulators, customers and community partners with detailed

information about our business activities. Transparent and robust

governance structures give these stakeholders confidence

in our reporting and we engage regularly across a variety of

communication channels.

Financial stability is a prerequisite for a sustainable business.

Maintaining high occupancy and customer retention levels is an

ongoing focus. The strength of these businesses underpins our

own financial performance, providing the strong rental cashflows

that drive our earnings.

We have a disciplined approach to investment and manage

prudently ensuring we retain a strong balance sheet. The strength

of our financial position is reflected in the investment grade credit

rating of BBB from Standard & Poor’s. The rating has remained

stable since it was first assigned in 2009.

Ensuring risk is managed effectively is the responsibility of the

Board. This includes consideration of all strategic, operational,

financial and compliance risk. Pandemics and climate change are

included within the risk framework of the business.

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2019 Annual

Meeting

Around 120

Unitholders and guests

took the opportunity

to meet the Board and

Goodman staff at last

year’s meeting, held at

Eden Park.

TargetProgress
Retain BBB investment grade

credit rating

ƒContinue to meet financial targets while maintaining gearing within the 25% to 35% target range

ƒTarget occupancy of more than 95%

Governance and reporting ƒMaintain alignment with the NZX Corporate Governance Code

ƒBoard renewal to occur over the medium-term

ƒMaterial factors to be reviewed and GRI reporting framework to be adopted from 2021

External certification

ƒFuture CDP submissions to include independent audit assurance

ƒGreen Star Performance pilot assessment to complete in FY21

Corporate performance (continued)

A commitment to improving our

environmental performance led Goodman

to first participate in the Carbon Disclosure

Project (CDP) in 2009. The global initiative

encourages companies, cities, states

and regions to monitor greenhouse gas

emissions and implement strategies to

reduce carbon pollution and minimise

climate change impacts.

CDP released the results of its 2019 global

survey in January 2020. There were

approximately 15 NZX companies that

contributed data and CDP evaluated more

than 8,400 organisations worldwide. The

Trust received a rating of B- which was

consistent with the previous year and better

than the average rating of C.

You can find out more about the Carbon

Disclosure Project and the rating process

at www.CDP.net.

We are an active and respected industry

participant and work to advance the

interests of all our stakeholders. The

governance framework we have adopted

provides transparency and helps ensure

we achieve these objectives.

The corporate governance section on

page  84 provides further detail and

compares our approach against the

principles and recommendations of the

NZX Corporate Governance Code.

Established and transparent reporting

structures, that follow credible and proven

frameworks, create the foundations of a

sustainable long-term business.

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Green Star

Performance

A pilot study is

underway at

Highbrook. The

rating tool provides

an independent

assessment

of a building’s

environmental

performance.

Focusing on the following material
factors helps create a safe and

inclusive business:

ƒHealth and safety

ƒDiversity and workplace

ƒStakeholder engagement

ƒCommunity and investment

The health, safety and wellbeing of our

people, our customers, our contractors

and the wider community, is fundamental

to our business. We work to ensure our

obligations under the Health and Safety

at Work Act 201 5 are complied with every

day. Extensive training and induction

programmes together with comprehensive

safety procedures and work practices,

help us with the aim of no serious harm

accidents across all our workplaces.

It’s a goal that we’re proud to have achieved

over the last two years.

Goodman's values guide how we think

and act, upholding high standards of

professional behaviour and ensuring

we work in the best interests of all our

stakeholders.

We celebrate individual differences and

have a comprehensive inclusion and

diversity policy that sets goals across

gender, ethnicity and age. Flexible work

practices and employment policies that

encourage diversity, help reduce bias and

ensure we are an inclusive and progressive

organisation.

To further empower our people we have

a wellbeing programme focused on their

health and happiness. These initiatives

include annual flu vaccines and skin

checks, run & walk events at Highbrook

Business Park, Steptember fundraising

and touch rugby at Victoria Park. Through

the Employee Assistance Programme staff

also have access to confidential workplace

support any time they need it.

We provide training and development

opportunities for our team members and

encourage participation in our industry

with an annual scholarship for an Auckland

University property student.

Regular communication with all our

community stakeholders, using both formal

and informal channels, helps support our

social initiatives. The Goodman Foundation

aims to improve the quality of life, standard

of living and health of people in the

communities where we operate.

See pages 25 to 26 for a profile of the

charities and groups that benefit from our

community participation.

We believe that a business

with a safe and inclusive

culture, that is positively

connected with its

community, will deliver

superior long-term results.

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2020 Highbrook

Fun Run

Over 600 participants

chose to either run or

walk the picturesque

course around the

estate, raising money

for local charities.

People and culture (continued)
TargetProgress

Safe workplaces

ƒTarget of zero serious harm injuries across all Goodman

workplaces and contractor-controlled worksites

ƒGoodman safety framework with training and induction

programmes

ƒContractor induction and certification

Diverse workplace

ƒGender, ethnicity and age representation targets set

for  2023

ƒUpdated work policies and practices encourage a more

diverse business

ƒPartnering with Champions for Change and Diversity Works

Goodman values

demonstrated widely

and consistently

ƒInternal training and communication programmes to

promote corporate values

ƒFormal performance assessments include measurement

against Goodman values

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Top left:

Steptember 2019

The Goodman team

after a morning

collecting rubbish

around Highbrook’s

esplanade reserve.

To p r i g h t :

Jason Gillard

Is a young man

who has overcome

learning difficulties to

become Goodman’s

architectural model

m a ke r.

Left:

Goodman

superheroes

Team members

hosted  a fun day

for the pupils of

Auckland Central

Specialist School in

September 2019.

The Goodman Foundation is committed to doing good in
local communities all around the world, partnering with

dedicated organisations to improve social outcomes.

Supporting the various stakeholder

groups in the communities where

we operate is fundamental for a

business focused on long-term

relationships and sustainable growth.

We support our community partners

in  four  ways:

1. Cash grants

Provided to fund a project or

programme or meet an immediate need,

these donations include both annual

and multi-year funding commitments.

2. Do good

Do good is a staff engagement

programme where the Goodman

team are encouraged to volunteer

their time or participate in fundraising

opportunities in support of a cause

close to their heart.

3. Giving back

This programme is a workplace

giving scheme where regular staff

contributions are matched dollar for

dollar by the Goodman Foundation.

4. In-kind support

Our facilities, expertise and surplus

equipment are donated to meet a

specific need. Temporary warehouse

space for a community organisation or

computer equipment for a local school

are examples.

We partner with

charities who, like

us are striving to do

good in the world,

in  three key areas.

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The Goodman Foundation (continued)
Cerebral Palsy

The Goodman Foundation has been the

global sponsor of Steptember for the

last five years. It’s an annual event that

encourages participants to get active and

walk 1 0,000 steps a day, while raising

money for local Cerebral Palsy charities.

In New  Zealand, Goodman entered

1 6  teams of four in the month-long event.

The teams raised $27,648 through

donations, sponsorships and various

fundraising events.

Goodman also sponsored and hosted

a special event at the Central Auckland

Specialist School during the month. The

Steptember fun day was a great success

with games, entertainment, superheroes

and  an ice mountain keeping the

1 50 students engaged.

www.cerebralpalsy.org.nz

KiwiHarvest

The largest of our community partnerships

in New Zealand is with KiwiHarvest, a food

rescue organisation that collects perishable

food that would otherwise be consigned

to landfill. The food is supplied to over

280 community agencies for redistribution

to  those in need.

Founded by Deborah Manning in Dunedin

in 201 2, and now with facilities in Auckland,

Hawke’s Bay and Queenstown, the service

has collected and redistributed 4.1  million kgs

of food over the last eight years.

The volume of food is equivalent to

1 0.5  million meals. It’s an exceptional

achievement only made possible through

the food contributions of over 250 donors

and the  collective efforts of more than

300  volunteers and staff.

The Goodman Foundation was an early

supporter, facilitating KiwiHarvest’s

Ongoing support

Through payroll giving and other

fundraising, financial contributions

were also made to the following

community and community health

organisations:

ƒ4U Mentoring

ƒDiabetes New  Zealand

ƒMiddlemore Foundation

ƒ Multiple Sclerosis Society of

New  Zealand

ƒRonald McDonald House

ƒStarship Foundation

The Goodman Foundation works with

charity  organisations who reduce waste and

support those in need by redistributing fresh

food  or useful  items.

The Foundation  works with charities that

support people living with a condition, illness

or disability, or  whose focus is on creating a

more inclusive and equitable community.

Food

rescue

and

environment

Community

and

community

health

expansion into Auckland in 2017 and

its recent move to larger premises at

Highbrook  Business Park in 2019.

www.kiwiharvest.org.nz

New Zealand Food Network

The Foundation is also proud to be

supporting the establishment of a

national food distribution network. It is

a  new initiative of Deborah Manning

that  is also addressing the issues of

food poverty and food waste.

With unemployment increasing as a

result of  COVID -1 9 , the number of

families impacted by food poverty is

escalating rapidly. The establishment

of a countrywide network, supported

by the government, will allow a

much greater volume of food to be

redistributed to areas that need it

the most.

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Left:

KiwiHarvest

The food rescue

organisation has its

Auckland head office

and distribution centre

located at Highbrook

Business Park.

Right:

Cerebral Palsy

Goodman extended

its partnership with

Cerebral Palsy last year

hosting an event for

the children at Central

Auckland Specialist

School.

The Goodman Foundation (continued)
Great Potentials

Foundation

HIPPY (Home Interaction Programme

for Parents and Youngsters) is an

early childhood education initiative of

the Great  Potentials Foundation. It is

a home-based learning system with

weekly workbooks and activities that

help children become competent

learners before they start school.

The programme is designed

specifically for those parents who

may not feel comfortable in their own

abilities to support their children’s

education.

www.greatpotentials.org.nz

Safer families

Everyone has the right to be safe,

have shelter, be fed, be loved, to

dream, have their say and be heard.

The Aunties and Women’s Refuge are

two organisations supporting families

impacted by domestic violence. Both

charities received donations from the

Goodman Foundation last year.

www.aunties.co.nz

www.womensrefuge.org.nz

Duffy Books in Homes

Recognising that children who can’t read

often become adults who can’t write, led

author Alan Duff to establish this nationwide

reading initiative in 1 994. Helping break

the cycle of ‘booklessness’, more than

1 2  million books have been distributed

with 700+ schools and education

centres participating.

The Goodman Foundation currently

sponsors three South Auckland primary

schools, with 1,500 students each

receiving  five new books a year.

They include:

ƒFairburn School, Otahuhu

ƒSir Edmund Hillary Junior School,

Otara

ƒWiri Central School, Wiri

Strong relationships have been

established with these schools and

additional donations of surplus IT

equipment have also been made in

recent years.

www.booksinhomes.org.nz

Scholarships

Through its sponsorship of the Tania

Dalton Foundation and Keystone Trust,

the Goodman Foundation is supporting

annual scholarships for young athletes and

students who face circumstantial hardship

that restricts their opportunities.

Both organisations include mentoring and

extensive pastoral care to help recipients

achieve their potential, develop as people

and make a difference in their communities.

www.taniadaltonfoundation.org.nz

www.keystonetrust.org.nz

Children

and

youth

The benefits of early intervention, quality

education and ongoing assistance underpins

the Goodman Foundation’s work with

charitable organisations that help to protect,

nurture and support children and young people.

The Goodman Foundation has been

a Duffy supporter for more than

10  years. Providing Kiwi kids with books

that inspire a lifelong love of reading

stimulates learning and helps them

achieve their potential.

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Duffy Books

A Duffy Kid enjoying

one of the five free

books every child

on the programme

receives, each year.

Customer mix
GMT’s broad

customer base is

dominated by the

warehousing and

distribution sectors

but it also includes

manufacturing

businesses.

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Financial
summary

A substantial portfolio revaluation has

been a significant contributor to GMT’s

$284.4 million profit before tax.

OverviewFY20FY19% change

Profit before tax ($m)284.4334.8(15.1)

Profit after tax ($m)261.9319.5(18.0)

Movement in fair value of investment property ($m)165.8201.9(17.9)

Adjusted operating earnings before tax ($m) 109.7117.0(6.2)

Adjusted operating earnings after tax ($m)

1

90.599.5(9.0)

Adjusted operating earnings per unit before tax (cpu)

1

8.169.04(9.7)

Adjusted operating earnings per unit after tax (cpu)

1

6.737.68(12.4)

Cash earnings per unit (cpu)

2

6.226.24(0.3)

Cash distribution per unit (cpu)6.656.65–

Loan to value ratio (%)

3

18.919.7(4.1)

Net tangible assets (cpu)172.7157.010.0

Management expense ratio0.860.798.9

Management expense ratio (%)

– excluding performance fee0.470.462.2

Non-GA AP financial measures may not be calculated in a manner consistent with other entities.

(1)

Adjusted operating earnings is a non-GA AP financial measure that includes the Trust’s share

of Wynyard  Precinct Holdings Limited  joint venture in FY19. Refer to note 3.1 of GMT’s financial

statements for further information.

(2)

Cash earnings is a non-GA AP financial measure that assesses underlying operating cashflows, on a per

unit basis, after adjusting for borrowing costs and Manager’s base fee capitalised to land and expenditure

related to building maintenance. Cash earnings for the prior period have been restated for consistency

with FY20, treating the management fee as if it had been paid in cash.

(3)

Refer to note 2.6 of GMT’s Financial Statements.

(4)

Operating earnings is a non-GA AP financial measure included to provide an assessment of the

performance of GMT’s principal operating activities. Calculation of operating earnings is as set out

in  GMT’s  Profit or Loss statement.

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Annual Report

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GMT Bond

Issuer Limited

Annual Report

2020

The revaluation of the Trust’s property

portfolio contributed $1 65.8 million of fair

value gains to this year’s profit. The 5.7%

rise in asset values reflects the quality of the

portfolio, higher market rentals and positive

investor sentiment toward Auckland

industrial property.

These factors are reflected in the portfolio’s

average capitalisation rate which has

strengthened 40 bps over the last

1 2  months to 5.4% , while market rents have

increased by 5. 2% on a like-for-like basis.

The uplift in the value of the Trust’s property

portfolio follows the 8.2% or $201.9 million

increase recorded last year. Although still

substantial, the lower portfolio revaluation

is one of the main variances with last year’s

profit before tax of $334.8 million. The prior

year also benefitted from the $35.1  million

profit on disposal achieved with the sale of

GMT’s 5 1 % interest in the Wynyard Precinct

Holdings Limited joint venture.

Adjusting for these and other cash and

non-cash items provides the reconciliation

between profit and operating earnings.

4


Operating performance

Sustained customer demand, driven

by low vacancy rates and continued

economic growth, was reflected in strong

leasing results and new development

commitments during the year. Earlier asset

sales have provided the balance sheet

capacity to fund these new projects. It has

also allowed the Trust to make strategic

acquisitions, acquiring the T&G Global

facility in Mt Wellington.

The additional rental income from these

new developments and acquisitions

has offset the reduction in income from

asset sales, with net rental income of

$1 45.3  million being a record for GMT.

The largest of the expense variances is the

base management fee of $1 1 .1 million. This

expense has previously been excluded

from operating earnings with the Manager

required to use this fee to subscribe

for new units in the Trust. The five-year

requirement, implemented by the Manager

to support the Trust while the portfolio was

repositioned, expired in FY1 9.

In contrast to the base management

fee, any performance fee earned by the

Manager is required to be reinvested into

new units and is excluded from operating

earnings. This Trust Deed requirement

ensures the interests of the Manager are

well aligned with the interests of other

investors. The investment performance

of the Trust was one of the strongest

of any NZX50 entity during FY20. The

performance fee of $1 1 .4 million reflects

GMT’s relative performance against

its listed peers, delivering Unitholders

a total return of 28.1% compared to the

benchmark return of (1 1 .3)%.

Financial summary (continued)
29

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

This is

Goodman

Ye a r i n

review

Property

portfolio

Corporate

responsibility

and

sustainability

Financial

results

Other

information

Net interest costs of $21 .9 million are

comparable to the prior year on a look

through basis that includes GMT’s share

in the Wynyard Precinct Holdings Limited

joint venture. This entity was contracted

for sale in May 201 8 and disposed of in

December 201 8.

Administrative expenses have reduced

slightly to $2.6 million.

The revenue and expense items described

above result in adjusted operating earnings

before tax of $1 09.7 million for FY20. This

compares with adjusted operating earnings

before tax of $1 1 7.0 million for FY1 9 or

$1 07.7 million when normalised to include

the base management fee paid in units.

On a weighted average unit basis, operating

earnings before tax were 8.1 6 cents per unit

and 6.73 cents per unit after tax. Full year

cash distributions paid to Unitholders total

6.65 cents per unit.

Balance sheet

The extensive sales programme that has

repositioned the Trust and deleveraged the

balance sheet was completed during the

year with the last of the contracted sales

settling. GMT’s investment strategy is now

focused on the Auckland industrial sector.

It has been a successful strategy that has

funded new development projects and

strategic acquisitions.

New equity initiatives raising $1 75 million at

$2.1 0 per unit have further reduced gearing

and provided GMT with even greater

financial flexibility.

At 31 March 2020, the Trust had a loan

to value ratio (LVR) of just 1 8.9% with

committed gearing of 20.6% . It’s a

conservative level, well below the 50%

maximum allowed under the Trust Deed

and debt facility covenants.

While the fair value movements from

GMT’s portfolio revaluation are excluded

from operating earnings, they are the main

drivers of the 1 0% increase in net tangible

asset backing to 1 72.7 cents per unit (on a

fully diluted basis).

Taxation

A total tax expense of $22.5 million results

in an after-tax profit of $261 .9 million, an

1 8% decrease from the $31 9.5 million

recorded in FY1 9.

Tax on adjusted operating earnings reflects

an effective rate of 1 7.5% , compared to

1 5.0% previously.

Along with other commercial property

investors GMT will benefit from the

reinstatement of tax deductions for building

depreciation. Effective from 1 April 2020,

the legislative change is expected to reduce

the amount of tax paid by GMT in FY21 by

around $4 million.

Cash earnings

Cash earnings is a non-GAAP measure

that assesses free cash flow, on a per unit

basis, after adjusting for certain items.

The table below shows how the Trust’s

cash earnings are calculated and how

this compares to the distribution it pays.

The base management fee, that was

paid  in units, has been included in FY1 9

to compare cash earnings on a like-for-

like basis.

Despite the balance sheet deleveraging

that has occurred during the year, cash

earnings are materially consistent with the

previous year at 6. 22 cents per unit.


GMT Bond Issuer Limited

GMT Bond Issuer Limited received

$1 9.7 million of interest income and

incurred $1 9.7 million of interest expense.

The interest income and interest expense

amounts are unchanged from the

previous year.

Standard & Poor’s has maintained the credit

rating of all Goodman+Bonds at BBB+.

This is one notch higher than the Trust’s

investment grade issuer rating of BBB as

a result of the mortgage security held over

GMT’s property portfolio.

$ million

FY20

FY1 9

Adjusted operating earnings before tax109.7117.0

Tax on adjusted operating earnings(19.2)(17.5)

Adjusted operating earnings after tax

5


90.599.5

Base management fee – paid in units–(9.3)

Capitalised borrowing costs – land

6

(3.7)(6.0)

Capitalised management fees – land(0.3)(0.5)

Maintenance capex(2.9)(3.1)

Cash earnings83.680.6

Cash earnings (cpu)6.226.24

Distributions per unit (cpu)6.656.65

Distributions % of cash earnings106.9106.6

(5)

Refer to note 3.1 of GMT’s Financial Statements.

(6)

Refer to note 2.1 of GMT’s Financial Statements.

Financial summary (continued)
30

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

Five year financial summary

$ millionFY20FY19FY18FY17FY16

Profit or loss

Net property income145.3126.8130.1134.2133.8

Share of operating earnings before tax from joint ventures–2.110.38.46.3

Net interest costs(21.9)(16.0)(18.7)(18.0)(20.5)

Administrative expenses(2.6)(2.7)(2.6)(2.9)(2.6)

Manager’s base fee(11.1)––––

Operating earnings before other income / (expenses) and income tax109.7110.2119.1121.7117.0

Movement in fair value of investment property165.8201.983.8114.7145.8

Disposal of investment property0.3–0.5(4.3)(1.1)

Profit on disposal of joint venture–35.1–––

Dividend income from joint venture–2.1–––

Share of other (expenses) / income and tax from joint ventures–(0.5)20.6(1.4)(2.2)

Movement in fair value of financial instruments20.03.2(8.5)(2.5)(5.3)

Manager’s base fee expected to be reinvested in units–(8.6)(8.3)(7.7)(6.3)

Manager’s performance fee expected to be reinvested in units(11.4)(8.6)–––

Profit before tax284.4334.8207.2220.5247.9

Current tax(15.1)(16.2)(16.5)(17.8)(17.8)

Deferred tax(7.4)0.93.311.13.0

Profit after tax attributable to unitholders261.9319.5194.0213.8233.1

Adjusted operating earnings before tax per unit (cpu)8.169.049.259.519.41

Adjusted operating earnings after tax per unit (cpu)6.737.687.898.287.88

Cash earnings per unit (cpu)6.226.24–––

Cash distribution per unit (cpu)6.656.656.656.656.65

Balance sheet

Investment property3,074.02,633.42,231.02,249.32,275.3

Investment property contracted for sale–43.5238.67.743.8

Investment in joint venture––114.370.763.2

Total assets3,168.42,720.52,719.52,460.72,475.5

Borrowings for LVR calculation569.9519.0571.3681.8753.2

Total liabilities766.3674.3925.8785.8939.3

Total equity2,402.12,046.21,793.71,674.91,536.2

Loan to value ratio (%)18.919.725.629.332.8

NTA per unit (cpu)172.7157.0138.9130.4120.4

Unit price at 31 March (cpu)214.5173.0133.0120.5132.0

Property portfolio

7, 8


Net lettable area (sqm)

9

1,059,2631,004,7941,111,244989,3001,040,991

Weighted average capitalisation rate (%)5.45.86.26.56.95

Investment portfolio occupancy (%)9998989897

Weighted average lease term (years)5.55.26.15.85.7

Customers (number)206179264240281

(7)

Property portfolio metrics includes GMT’s joint venture interests where applicable.

(8)

After all contracted sales, including post balance date transactions.

(9)

Net of canopies and yard.

For the year ended 31 March 2020
31

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

ACCO,

Highbrook

Business Park

This customer

is a supplier and

distributor of

stationery and

art-related

consumer products.

The Board of Goodman (NZ) Limited, the Manager of Goodman Property

Trust, authorised these financial statements for issue on 27 May 2020.

For  and on behalf of the Board:

Keith Smith Peter Simmonds

Chairman Chairman, Audit Committee

Contents

Profit or loss 32

Balance sheet 33

Cash flows 34

Changes in equity 35

General information 36

Notes to the financial statements

1. Investment property 38

2. Borrowings 48

3. Earnings per unit and net tangible assets 52

4. Derivative financial instruments 53

5. Administrative expenses 54

6. Debtors and other assets 55

7. Creditors and other liabilities 55

8. Tax 56

9. Related party disclosures 58

10. Commitments and contingencies 61

11. Reconciliation of profit after tax to net cash flows

from operating activities 62

12. Financial risk management 63

13. Operating segments 65

14. Other subsequent events 65

Independent auditor’s report 66

Profit or loss
For the year ended 3 1 March 2020

$ millionNote20202019

Property income1 .1171.8155.2

Property expenses(26.5)(28.4)

Net property income145.3126.8

Share of operating earnings before tax from joint venture–2.1

Interest cost2.1(22.6)(20.9)

Interest income2.10.74.9

Net interest cost(21.9)(16.0)

Administrative expenses5.1(2.6)(2.7)

Manager’s base fee9(11.1)–

Operating earnings before other income / (expenses) and tax109.7110.2

Other income / (expenses)

Movement in fair value of investment property1.4165.8201.9

Disposal of investment property0.3–

Profit on disposal of joint venture–35.1

Dividend income from joint venture–2.1

Share of other expenses and tax from joint venture–(0.5)

Movement in fair value of financial instruments4.120.03.2

Manager’s base fee expected to be reinvested in units9–(8.6)

Manager’s performance fee expected to be reinvested in units9(11.4)(8.6)

Profit before tax284.4334.8

Ta x

Current tax on operating earnings8.1(19.2)(16.7)

Current tax on non-operating earnings8.14.10.5

Deferred tax8.1(7.4)0.9

Total tax(22.5)(15.3)

Profit after tax attributable to unitholders261.9319.5

There are no items of other comprehensive income, therefore profit after tax attributable to unitholders equals total comprehensive income attributable to unitholders.

CentsNote20202019

Basic earnings per unit after tax3.119.4824.68

32

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Balance sheet
As at 3 1 March 2020

$ millionNote20202019

Non-current assets

Investment property1.33,074.02,633.4

Other assets0.7–

Derivative financial instruments4.275.125.0

Deferred tax assets8.2–1.9

Total non-current assets3,149.82,660.3

Current assets

Investment property contracted for sale1.8–43.5

Debtors and other assets68.013.6

Derivative financial instruments4.21.6–

Cash9.03.1

Total current assets18.660.2

Total assets3,168.42,720.5

Non-current liabilities

Borrowings2.2523.5585.1

Lease liabilities2.560.1–

Derivative financial instruments4.215.612.1

Deferred tax liabilities8.231.926.4

Total non-current liabilities631.1623.6

Current liabilities

Borrowings100.0–

Creditors and other liabilities729.647.6

Lease liabilities2.53.2–

Current tax payable2.43.1

Total current liabilities135.250.7

Total liabilities766.3674.3

Net assets2,402.12,046.2

Total equity2,402.12,046.2

33

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

$ millionNote
2020

2019

Cash flows from operating activities

Property income received178.0153.1

Property expenses paid(37.8)(29.3)

Interest income received0.24.9

Borrowings interest costs paid(19.5)(20.6)

Lease liabilities interest costs paid(3.1)–

Administrative expenses paid(2.6)(2.7)

Manager’s base fee paid(15.4)(8.6)

Manager’s performance fee paid(8.6)–

Net GST received / (paid)0.2(0.8)

Ta x p a i d(15.8)(16.8)

Net cash flows from operating activities

11

75.679.2

Cash flows from investing activities

Payments for the acquisition of investment properties(107.0)(98.8)

Proceeds from the sale of investment properties56.1233.0

Capital expenditure payments for investment properties(115.3)(130.7)

Holding costs capitalised to investment properties(9.9)(13.5)

Proceeds from the sale of joint venture–154.2

Repayments from joint venture–107.5

Dividends received from joint venture–2.1

Net cash flows from investing activities(176.1)253.8

Cash flows from financing activities

Proceeds from borrowings162.0256.0

Repayments of borrowings(149.0)(506.0)

Proceeds from the issue of units185.910.4

Distributions paid to unitholders(89.4)(86.0)

Settlement of derivative financial instruments(3.1)(9.0)

Net cash flows from financing activities106.4(334.6)

Net movement in cash5.9(1.6)

Cash at the beginning of the year3.14.7

Cash at the end of the year9.03.1

Cash flows

For the year ended 3 1 March 2020

34

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Note
Distribution

per unit

(cents)

Number

of units

(million)

Units

($ million)

Unit based

payments

reserve

($ million)

Retained

earnings

($ million)

Total

($ million)

As at 1 April 20181,287.81,408.75.3379.71,793.7

Profit after tax––319.5319.5

Distributions paid to unitholders6.65––(86.0)(86.0)

Manager’s base fee – earned9–10.4–10.4

Manager’s performance fee – earned9–8.6–8.6

Issue of units

Manager’s base fee – settled97.110.4(10.4)––

As at 31 March 20191,294.91,419.113.9613.22,046.2

Profit after tax––261.9261.9

Distributions paid to unitholders6.65––(89.4)(89.4)

Manager’s performance fee – earned9–11.4–11.4

Issue of units

Manager’s base fee – settled92.95.3(5.3)––

Manager’s performance fee – settled94.78.6(8.6)––

Placement – September 201971.4150.0––150.0

Retail Unit Offer – October 201911.925.0––25.0

Issue costs incurred–(3.0)––(3.0)

As at 31 March 20201,385.81,605.011.4785.72,402.1

There are no items of other comprehensive income to include within changes in equity, therefore profit after tax equals total comprehensive income.

Significant transactions

In September 201 9, GMT raised $1 50.0 million of new equity through an underwritten placement (“Placement”). The price of the Placement units was fixed at $2.1 0 per unit. The new units were

allotted on 24 September 201 9 and rank equally with existing units.

In October 201 9, GMT raised $25.0 million of new equity through a retail unit offer (“Retail Unit Offer”). The price of the Retail Unit Offer units was fixed at $2.1 0 per unit. The new units were allotted on

25 October 201 9 and rank equally with existing units.

Subsequent event

On 27 May 2020 a cash distribution of 1 .6625 cents per unit with 0.217521 cents per unit of imputation credits attached was declared. The record date for the distribution is 1 1 June 2020 and

payment will be made on 1 8 June 2020.

Changes in equity

For the year ended 3 1 March 2020

35

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Reporting entity
Goodman Property Trust (“GMT” or the “Trust”) is a unit trust established on

23 April 1999 under the Unit Trusts Act 1960. GMT is domiciled in New Zealand.

The Manager of the Trust is Goodman (NZ) Limited (“GNZ”) and the address of its

registered office is Level 2, 18 Viaduct Harbour Avenue, Auckland.

The financial statements presented are consolidated financial statements for

Goodman Property Trust and its subsidiaries (the “Group”).

GMT is listed on the New Zealand Stock Exchange (“NZX”), is an FMC reporting

entity for the purposes of the Financial Markets Conduct Act 2013 (“FMCA”) and

the Financial Reporting Act 2013 and is an Equity Security for the purposes of the

NZX Main Board Listing Rules.

The Group’s principal activity is to invest in real estate in New Zealand.

Basis of preparation and measurement

The financial statements of the Group have been prepared in accordance with the

requirements of Part 7 of the FMCA and the NZX Main Board Listing Rules. The

financial statements have been prepared in accordance with New Zealand Generally

Accepted Accounting Practice (“NZ GAAP”), comply with New Zealand Equivalents

to International Financial Reporting Standards (“NZ IFRS”), other New Zealand

accounting standards and authoritative notices that are applicable to entities

that apply NZ IFRS. The Group is a for-profit entity for the purposes of complying

with NZ GAAP. The financial statements also comply with International Financial

Reporting Standards (“IFRS”).

The financial statements have been prepared on the historical cost basis except for

assets and liabilities stated at fair value as disclosed.

The financial statements are in New Zealand dollars, the Group’s functional currency,

unless otherwise stated.

Basis of consolidation

The financial statements have eliminated in full all intercompany transactions,

intercompany balances and gains or losses on transactions between controlled

entities.

Significant estimates and judgements

Management is required to make judgements, estimates, and apply assumptions that

affect the amounts reported in the financial statements. These have been based

on historical experience and other factors management believes to be reasonable.

Actual results may differ from these estimates and the difference may be material.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions

to accounting estimates are recognised in the period in which the estimate is revised

and in the future periods affected.

The significant judgements made in the preparation of these financial statements are

detailed in the following notes:

ƒInvestment property (note 1.4)

ƒDerivative financial instruments (note 4.1)

ƒDeferred tax (note 8.2)

Significant accounting policies

Units are classified as equity. If new units are issued in the year, any external costs

directly attributable to the issue are deducted from the proceeds received.

Distributions are recognised in equity in the period in which they are paid.

Other significant accounting policies are disclosed in the relevant notes.

Changes in accounting policy

The accounting policies and methods of computation used in the preparation of

these financial statements are consistent with those used in the financial statements

for the year ended 31 March 2019, other than following the adoption of NZ IFRS 16

‘Leases’ as detailed in notes 1.5 and 2.5. Where necessary, comparative figures have

been adjusted to conform with changes in presentation in the financial statements.

New accounting standards now adopted

On 1 April 2019 the Group adopted NZ IFRS 16, which has replaced the previous

guidance in NZ IAS 17 ‘Leases’.

Under NZ IFRS 16 a contract is, or contains, a lease if the contract conveys the

right to control the use of an identified asset for a period of time in exchange for

consideration. Under NZ IAS 17, a lessee was required to make a distinction between

a finance lease (on balance sheet) and an operating lease (off balance sheet).

NZ IFRS 16 requires the recognition of ‘right-of-use assets’ representing the fair

value of the occupational ground leases and ‘lease liabilities’ reflecting the present

value of future lease payments for the occupational ground leases.

As a lessor of investment property leased to customers, the new standard has

resulted in no changes to the recognition and measurement of leases when

compared to existing accounting policies.

As a lessee, GMT’s exposure is in respect of occupational ground leases at Westney

Industry Park and The Gate Industry Park.

The Group adopted NZ IFRS 16 using the modified retrospective method of adoption

with the date of initial application of 1 April 2019. Under this method, the standard is

applied retrospectively with the cumulative effect of initially applying the standard

recognised at the date of initial application. No adjustment is made to comparative

disclosures.

General information

For the year ended 3 1 March 2020

36

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

General information—continued
NZ IFRS 16 has amended the scope of NZ IAS 40 ‘Investment Property’ by defining

investment property to include both owned investment property and investment

property held by a lessee as a right-of-use asset. This results in lessees using either

the cost model and disclosing fair value, or using the fair value model, depending on

whether the lessee accounts for the remainder of its investment property under the

cost model or the fair value model. GMT uses the fair value model.

On the 1 April 2019 adoption date, a lease liability of $61.7 million has been recorded

with the value of the right-of-use asset embedded in the fair value of the underlying

investment property. Stabilised investment property increased by $61.7 million to

adjust for cash flows relating to lease liabilities already recognised separately on the

balance sheet and also reflected in the investment property valuations. This results

in no change to net assets and no impact to profit. There are no changes to net cash

flows recognised as a result of adoption of the new standard.

The effect of adopting NZ IFRS 16 as at 1 April 2019, in respect of occupational

ground leases is as follows:

$ million

NZ IAS 17

recognition at

31 Mar 19

Adoption

impact

NZ IFRS 16

recognition at

1 Apr 19

Investment property2,633.461.72,695.1

Lease liabilities–(61.7)(61.7)

2,633.4–2,633.4

Upon adoption of NZ IFRS 16, the Group applied a single recognition and

measurement approach for all leases. The standard provides specific transition

requirements and practical expedients which have been applied by the Group.

The Group also applied the available practical expedients wherein it used a single

discount rate to a portfolio of leases with reasonably similar characteristics and used

judgements in determining the lease term where the contract contains options to

extend or terminate the lease.

A reconciliation of the minimum lease payments for ground leases that the Trust had

contracted to pay in future years at 31 March 2019 versus the lease liabilities balance

on adoption is as follows:

$ million31 Mar 201 9

Minimum lease payments to next lease renewal date25.5

Perpetual lease payments not committed192.2

Impact of discounting(156.0)

Total lease liabilities61.7


COVID-19 global pandemic

With effect from 26 March 2020, New Zealand was subject to Alert Level 4 restrictions

to counter the immediate impact of the global COVID-1 9 pandemic (https://covid1 9.

govt.nz/alert-system/alert-level-4/). The most immediate impact to the Group was to

the value of its investment property as at 3 1 March 2020, details of which are disclosed

in note 1 .4 on page 42.

The Group remains mindful of the ongoing impact of COVID-1 9 to the New Zealand

economy and continues to monitor them closely. In particular, the Group’s operations

are being managed conservatively and prudently in relation to potential impacts on

GMT resulting from COVID-1 9. Details of impacts on the Group subsequent to balance

date are disclosed in note 1 4 on page 65.

37

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

1. Investment property
Property income is earned from investment property leased to customers.

1 .1 Property income

$ million

2020

2019

Gross lease receipts156.2143.0

Service charge income20.218.4

Straight line rental adjustments1.71.0

Amortisation of capitalised lease incentives(6.3)(7.2)

Property income171.8155.2

Accounting policies

Property income from investment property leased to customers under operating leases is recognised on a straight-line basis over the term of the lease to the extent that future rental increases

are known with certainty. Fixed rental adjustments are accounted for to achieve straight-line income recognition. Where lease incentives are provided to customers, the cost of incentives is

recognised over the lease term on a straight-line basis as a reduction to rental income.

Service charge income is recognised for the recoverable portion of customer’s property operating expenses incurred in the accounting period.

1.2 Future contracted gross lease receipts

Gross lease receipts that the Trust has contracted to receive in future years are set out below. These leases cannot be cancelled by the customer.

$ million

2020

2019

Yea r 1160.8140.1

Yea r 2147.3131.3

Yea r 3126.6111.9

Yea r 4106.693.3

Yea r 590.671.0

Year 6 and later357.6245.7

Total future contracted gross lease receipts989.5793.3

Notes to the financial statements

For the year ended 3 1 March 2020

38

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

1. Investment property (continued)

1.3 Total investment property

This table details the total investment property value.

20202019

$ million

Stabilised

propertiesDevelopmentsLandTot a l

Stabilised

propertiesDevelopmentsLandTot a l

Core

Highbrook Business Park, East Tamaki1,527.643.445.81,616.81,322.853.460.31,436.5

Savill Link, Otahuhu361.918.41.5381.8292.531.12.3325.9

M20 Business Park, Wiri279.110.9–290.0247.2–7.0254.2

The Gate Industry Park, Penrose244.1––244.1232.5––232.5

Westney Industry Park, Mangere193.92.2–196.1122.70.7–123.4

Tot a l c o r e2,606.674.947.32,728.82,217.785.269.62,372.5

Value-add345.2––345.2260.9––260.9

Total investment property2,951.874.947.33,074.02,478.685.269.62,633.4

Included within stabilised properties is a gross-up equivalent to lease liabilities of $63.3 million (31 March 2019: $nil).

GMT’s estates are classified as either “core” or “value-add” estates.

Core

Those estates within the portfolio which consist largely of modern, high-quality industrial and logistics properties.

Value-add

Those estates which generally consist of older properties that are likely to have redevelopment potential over the medium to long-term. Redevelopment of the properties to

realise their maximum future value may require a change in use.

Significant transactions

In May 201 9, GMT completed the acquisition of a property at Pilkington Road, Panmure (part of the value-add Tamaki Estate) for $9.9 million.

In July 201 9, GMT completed the disposal of the remaining properties at Show Place, Christchurch, a value-add estate, for $1 3.1 million. This sale resulted in a gain of $0.3 million over the

previous carrying value.

In September 201 9, GMT completed the acquisition of value-add estates at 2-6 Monahan Road, Mt Wellington and Favona Road, Mangere for $65.0 million and $29.0 million respectively.

During the year ended 3 1 March 2020 eleven developments were completed and were independently valued at a total of $1 56.1 million.

Subsequent event

In April 2020, GMT completed the acquisition of a value-add property at 7-8 Monahan Road, Mt Wellington, Auckland for $1 3.0 million.

39

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

1. Investment property (continued)

1.4 Movement in fair value of investment property

Movement in fair value of investment property for the period is summarised below.

$ millionNote

2020

2019

Stabilised properties1.5148.1165.2

Developments1.622.526.2

Land1.7(4.8)–

Investment property contracted for sale1.8–10.5

Total movement in fair value of investment property165.8201.9

The movement in fair value of investment property contracted for sale represents the difference between contracted sale price and book value.

Key judgement

The carrying value of stabilised properties, substantially completed developments and land is the fair value of the property as determined by an expert independent valuer. The carrying value of

investment property contracted for sale reflects the contracted sale price.

Fair value reflects the Board’s assessment of highest and best use of each property at the end of the reporting period. If the Board’s view of highest and best use has changed any impact

on value will be assessed by independent valuations. Management review the valuations performed by the independent valuers for financial reporting purposes. Discussions of valuation

processes and results are held between the Board, the Chief Executive Officer, the Chief Financial Officer, the Management Valuation Committee, and the independent valuers at least twice

every year in line with the Group’s reporting dates. Full independent valuations are completed for stabilised properties, developments held at fair value and land at least annually. Developments

where fair value is not able to be reliably determined are carried at cost less any impairment. Additionally, at each financial year end all major inputs to the independent valuation reports are

verified and an assessment undertaken of all property valuation movements by management.

The fair values presented are based on market values, being the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing

seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. If this information is not available, alternative

valuation methods are used, such as; recent prices on less active markets; the capitalisation method, which determines fair value by capitalising a property’s sustainable net income at a market

derived capitalisation rate with capital adjustments made where appropriate; or discounted cash flow projections (“DCF”), which discount estimates of future cashflows by an appropriate

discount rate to derive the fair value. The key assumptions used in the valuations are derived from recent comparable transactions to the greatest extent possible; however, all three of the

valuation methods rely upon unobservable inputs in determining fair value for all investment property.

Valuations also reflect the following unobservable inputs, where appropriate: the quality of customers in occupation or responsible for meeting lease commitments or likely to be in occupation

after letting vacant accommodation, and the market’s general perception of their creditworthiness; the allocation of maintenance and insurance responsibilities between the Group and the

customer; and the remaining economic life of the property. When rent reviews or lease renewals are pending with anticipated reversionary increases, it is assumed that all notices and where

appropriate counter-notices have been served validly and within the appropriate time. All investment property is categorised as level 3 in the fair value hierarchy. Refer to note 1 2.6 for details of

the hierarchy and the Group’s transfer policy. During the year, there were no transfers of properties between levels of the fair value hierarchy.

40

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

1. Investment property (continued)

1.4 Movement in fair value of investment property (continued)

The key inputs used to measure fair value of stabilised properties and developments held at fair value are disclosed below, along with the weighted average value for each input:

Valuation input valueMeasurement sensitivity

Key valuation inputDescription20202019

Increase in

the input

Decrease in

the input

Market capitalisation rateThe capitalisation rate applied to the market rental to assess a property’s

value. Derived from similar transactional evidence considering location,

weighted average lease term, customer covenant, size and quality of the

property. Used in the capitalisation method.

5.4%5.8%DecreaseIncrease

Market rentalThe valuer’s assessment of the annual net market income per square metre

(“psm”) attributable to the property; includes both leased and vacant areas.

Used in both the capitalisation method and the DCF method.

$137 psm$134 psmIncreaseDecrease

Discount rateThe rate applied to future cashflows; it reflects transactional evidence from

similar types of property assets. Used in the DCF method.

7.1%7.5%DecreaseIncrease

Rental growth rateThe rate applied to the market rental over the 10-year cashflow projection.

Used in the DCF method.

2.2% p.a.2.7% p.a.IncreaseDecrease

Terminal capitalisation rateThe rate used to assess the terminal value of the property. Used in the

DCF method.

5.5%6.0%DecreaseIncrease

The market capitalisation rate is the main determinant of value in the valuation of investment property. The impact of a 0.25% increase in the market capitalisation rate from

5.4% to 5.65% would be equivalent to a decrease of $132.2 million / 4.4% in the fair value of investment property.

Land is valued based on recent comparable transactions, resulting in land values ranging between $298 psm and $1,000 psm for industrial land (2019: between $246 psm

and $675 psm) and $1,000 psm for office land (2019: $1,485 psm).

41

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

1. Investment property (continued)

1.4 Movement in fair value of investment property (continued)

Impact of COVID-19 global pandemic to the fair value assessment of investment property

COVID-19 was declared a ‘Global Pandemic’ by the World Health Organisation on 1 2 March 2020. Alert Level 4 restrictions were imposed across New  Zealand from 26 March 2020 (remaining in

place at 3 1 March 2020) with market activity being impacted and the real estate market being effectively frozen during this period and subsequently until Alert Level 2 was reached on 1 4 May 2020.

The fair value of an investment property represents the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm’s

length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. Due to the restrictions imposed, these elements did not exist

as at 31 March 2020. These are an unprecedented set of circumstances on which to determine fair market value. The registered valuers have indicated that less weight can be given to previous

market evidence for comparison purposes, to inform opinions of value at 31 March 2020. Therefore the valuations prepared have been reported on the basis of material valuation uncertainty. Less

certainty and a higher degree of caution should be attached to the valuations than would normally be the case. Given the unknown future impact that COVID-19 may have on the real estate market,

the registered valuers have recommended that the valuation of each property is kept under periodic review.

The original draft fair market value assessments as at 31 March 2020 were revised by the independent valuers to take into consideration the changes in the market and economic outlook created

by COVID-19, which resulted in a lower assessment of fair value than had been determined in the original draft valuations. Valuers changed key assumptions in their valuation assessments including

a reduction of market rental assumptions, consideration for rental abatements to support customers impacted by COVID-19, a decrease in rental growth rates and an increase in the market

capitalisation rate applied. All of these items contributed to a lower fair market valuation than originally assessed.

Changes in these key valuation inputs impact valuations as detailed on the preceding page, which also includes a sensitivity for changes to market capitalisation rates, the main determinant of

value in the valuation of investment property.

The following table details the movement in fair value of investment property during the financial year split between the first half (six months to 30 September 201 9) and the second half

(1  October  2019 to 31 March 2020). This shows that the fair value increase for the financial year occurred in the first half, with a slight devaluation recorded in the second half which includes

downward revisions for the impact of the COVID-19 pandemic.

1 H FY20 movements2H FY20 movements

$ million

Fair value at

31 Mar 201 9

Fair value

movement

Other

movements

Fair value at

30 Sep 201 9

Fair value

movement

Other

movements

Fair value at

31 Mar 2020

Stabilised properties2,478.6159.9239.02,877.5(11.8)86.12,951.8

Developments85.212.4(0.6)97.010.1(32.2)74.9

Land69.60.1(21.1)48.6(4.9)3.647.3

Total investment property2,633.4172.4217.33,023.1(6.6)57.53,074.0

Other movements comprise Acquisitions, Transfers In, Net Expenditure, Disposals, Transfers Out and the impact of NZ IFRS 16 adoption. See note 1.5 for an explanation of each item.

42

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

1. Investment property (continued)

1.5 Stabilised properties

$ million

2020

Valuation

2019

Impact of NZ

IFRS 16

Acquisitions

/ transfers in

Net

expenditure

Disposals /

transfers out

Fair value

movement

Valuation

2020Valuer

Net lettable

area sqm

Weighted

market

cap rateOccupancy

WA LT

years

Core

Highbrook Business Park, East Tamaki1,322.8–105.95.5–93.41,527.6Colliers,

Savill,

CBRE

453,3805.3%99%6.3

Savill Link, Otahuhu292.5–46.01.2–22.2361.9Bayleys129,4665.1%100%6.7

M20 Business Park, Wiri247.2––0.5–31.4279.1JLL108,3915.6%100%4.9

The Gate Industry Park, Penrose232.50.3–2.7–8.6244.1CBRE85,4395.4%97%2.9

Westney Industry Park, Mangere122.763.04.20.6–3.4193.9Savills 105,7637.1%100%5.7

Tot a l c o r e2,217.763.3156.110.5


159.02,606.6

882,439

Value-add260.9–105.42.3(12.5)(10.9)345.2Colliers,

Savill,

CBRE,

JLL

176,8245.5%100%2.9

Total stabilised properties2,478.663.3261.512.8(12.5)148.12,951.81,059,2635.4%99%5.5

Impact of NZ IFRS 16reflects a gross-up equivalent to the lease liabilities.

Acquisitionsreflect the purchase price and any associated transaction costs.

Transfers inrepresent the net book value transferred into a category during the year.

Net expenditurecomprises capital expenditure, holding costs, straight line rental adjustments, leasing incentives and leasing costs paid, less any amortisation of

leasing incentives and leasing costs.

Fair value movementreflects the difference between the independent valuation and the net book value immediately prior to the valuation.

Disposalscomprise the net book value at the date of disposal for properties sold in the year.

Transfers outrepresent the net book value transferred out of a category during the year.

43

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

1. Investment property (continued)

1.5 Stabilised properties (continued)

$ million

2019

Valuation

2018

Acquisitions

/ transfers in

Net

expenditure

Disposals /

transfers out

Fair value

movement

Valuation

2019Valuer

Net lettable

area sqm

Weighted

market

cap rateOccupancy

WA LT

years

Core

Highbrook Business Park, East Tamaki1,091.3160.66.4–64.51,322.8Colliers,

Savill

432,6835.5%97%5.1

Savill Link, Otahuhu237.823.4––31.3292.5CBRE115,0755.8%100%6.6

M20 Business Park, Wiri233.6–––13.6247.2JLL108,4626.1%99%4.3

The Gate Industry Park, Penrose189.50.60.1–42.3232.5CBRE85,3615.5%98%3.3

Westney Industry Park, Mangere119.8–3.5–(0.6)122.7CBRE105,7777.9%98%6.2

Tot a l c o r e1,872.0184.610.0–151.12,217.7847,358

Value-add171.594.15.9(24.7)14.1260.9Colliers,

CBRE

114,3265.9%93%3.5

Total stabilised properties2,043.5278.715.9(24.7)165.22,478.6961,6845.8%98%5.2

Accounting policies

Stabilised properties are investment properties which are held to earn rental income. They are recorded initially at cost, including related transaction costs. After initial recognition, stabilised

properties are carried at fair value. A panel of expert independent valuers value the portfolio at least once each year, generally at 3 1 March. Fair values are based on estimated market values.

If  this information is not available, alternative valuation methods such as recent prices in less active markets, the capitalisation method, or discounted cash flow projections are used.

Stabilised property that is being redeveloped is carried at fair value and holding costs are capitalised to the property during redevelopment. Expenditure is capitalised to a property when it is

probable that it will provide future economic benefits to the Group. All other repairs and maintenance costs are charged to Profit or Loss.

Any gain or loss arising from a change in fair value is recognised in Profit or Loss.

When sold, the net gain or loss on disposal of stabilised property is included in Profit or Loss in the period in which the sale occurred. The gain or loss on disposal is calculated as the difference

between the carrying amount of the stabilised property on the Balance Sheet and the proceeds from sale net of any costs associated with the sale.

New accounting policies

For leases where the Group is a lessee, the Group recognises a right-of-use asset at the commencement date of the lease, being the date the underlying asset is available for use. Investment

property is defined to include both owned investment property and investment property held by a lessee as a right-of-use asset. The Group therefore measures all investment property using

the same measurement basis, being the fair value model. The value of the right-of-use assets represents the fair value of a freehold interest in the land subject to ground lease interests held by

GMT. Investment property is adjusted for cash flows relating to lease liabilities already recognised separately on the balance sheet and also reflected in the investment property valuations.

44

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

1. Investment property (continued)

1.6 Developments

$ million

2020

Valuation /

Cost 2019Transfers in

Net

expenditure

Fair value

movementTransfers out

Valuation /

Cost 2020Valuer

Lettable

area sqm

Market

cap rate

Committed

Occupancy

WA LT

years

At fair value

Highbrook Business Park, East Tamaki42.38.361.012.9(105.9)18.6Savill7,3534.8%100%15.0

Savill Link, Otahuhu31.1–24.17.0(46.0)16.2Bayleys5,4804.9%100%5.6

Westney Industry Park, Mangere0.7–0.92.6(4.2)–

At cost

Highbrook Business Park, East Tamaki11.18.35.4––24.8At cost19,076–25%3.0

M20 Business Park, Wiri–7.23.7––10.9At cost13,582–36%2.5

Savill Link, Otahuhu–1.80.4––2.2At cost2,020–––

Westney Industry Park, Mangere––2.2––2.2At cost8,329–43%2.3

Total developments85.225.697.722.5(156.1)74.955,840

$ million

2019

Valuation /

Cost 2018Transfers in

Net

expenditure

Fair value

movementTransfers out

Valuation /

Cost 2019Valuer

Lettable

area sqm

Market

cap rate

Committed

Occupancy

WA LT

years

At fair value

Highbrook Business Park, East Tamaki47.15.188.417.7(143.6)14.7Savill2,2366.4%100%9.5

Savill Link, Otahuhu6.59.423.98.5(23.4)24.9CBRE14,0505.3%100%15.0

At cost

Highbrook Business Park, East Tamaki3.626.28.9––38.7At cost35,238–18%2.6

Savill Link, Otahuhu–5.70.5––6.2At cost5,485–––

Westney Industry Park, Mangere––0.7––0.7At cost7,890–––

Value-add10.3–1.1–(11.4)––––––

Total developments67.546.4123.526.2(178.4)85.264,899

Developments are categorised between fair value and cost based on their status at the end of the financial year.

45

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

1. Investment property (continued)

1.6 Developments (continued)

Accounting policies

Developments are properties that are being constructed for future use as stabilised property. They are classified as developments and initially recorded at cost of acquisition, construction or

development. All costs directly associated with the purchase and construction of developments and all subsequent capital expenditure for developments are capitalised.

Holding costs are capitalised if they are directly attributable to the acquisition or development of a property. The most significant component of holding costs is borrowing costs. Capitalisation

of  borrowing costs commences when the activities to prepare the property for its intended use are in progress and expenditures and borrowing costs are being incurred. The amount

capitalised is determined by applying the weighted average cost of debt to borrowings attributed to the development. Capitalisation of borrowing costs will continue until the development of the

property is completed.

If the fair value of a development can be reliably determined during the course of its construction, then the development will be recorded at fair value in the same manner as stabilised properties.

1.7 Land

$ million

2020

Valuation

2019Acquisitions

Net

expenditure

Disposals /

transfers out

Fair value

movement

Valuation

2020Valuer

Net land

area sqm

Highbrook Business Park, East Tamaki60.3–6.9(16.6)(4.8)45.8Savill70,941

Savill Link, Otahuhu2.30.90.1(1.8)–1.5Bayleys6,455

M20 Business Park, Wiri7.0–0.2(7.2)––––

Tot a l l a n d69.60.97.2(25.6)(4.8)47.377,396

$ million

2019

Valuation

2018Acquisitions

Net

expenditure

Disposals /

transfers out

Fair value

movement

Valuation

2019Valuer

Net land

area sqm

Highbrook Business Park, East Tamaki101.0–7.7(48.3)(0.1)60.3Colliers118,985

Savill Link, Otahuhu6.6–0.5–(0.1)7.0CBRE18,770

M20 Business Park, Wiri11.94.70.6(15.1)0.22.3JLL8,810

The Gate Industry Park, Penrose0.5–0.1(0.6)––––

Tot a l l a n d120.04.78.9(64.0)–69.6146,565

Accounting policies

Land is recorded initially at cost, including related transaction costs. After initial recording, land is carried at fair value. Land is independently valued at least annually, with any changes in valuation

recognised in Profit or Loss.

46

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

1. Investment property (continued)

1.8 Investment property contracted for sale

$ million

2020

Carrying value

2019Transfers in

Net

expenditure

Fair value

movementSettlements

Carrying value

2020

Greenlane Office, Auckland8.5–0.5–(9.0)–

Concourse Industry Park, Henderson35.0–––(35.0)–

Total investment property contracted for sale43.5–0.5–(44.0)–

$ million

2019

Carrying value

2018Transfers in

Net

expenditure

Fair value

movementSettlements

Carrying value

2019

Greenlane Office, Auckland207.86.50.75.1(211.6)8.5

Glassworks, Christchurch30.8–––(30.8)–

Concourse Industry Park, Henderson–29.6–5.4–35.0

Total investment property contracted for sale238.636.10.710.5(242.4)43.5

Accounting policies

Investment property contracted for sale is recorded at the contracted sale price, with this being the best indicator of fair value.

Significant transactions

Settlement of the sale of Concourse Industry Park occurred in June 201 9.

Settlement of the sale of Greenlane Office occurred in March 2020.

47

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

2. Borrowings

2 .1 Interest

$ million

2020

2019

Interest expense on borrowings(25.7)(30.0)

Interest expense on lease liabilities(3.1)–

Amortisation of borrowing costs(2.9)(3.2)

Borrowing costs capitalised

(1)

9.112.3

Total interest cost(22.6)(20.9)

Interest income0.74.9

Net interest cost(21.9)(16.0)

(1)

Borrowing costs are capitalised at the weighted average cost of borrowing of 5.0% (201 9: 4.9%). Borrowing costs of $3.7 million were capitalised to land (201 9 : $6.0 million).

Accounting policies

Interest costs charged on borrowings are recognised as incurred. Costs associated with the establishment of borrowings are amortised over the term of the relevant borrowings.

48

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

2. Borrowings (continued)

2.2 Borrowings

$ million

2020

2019

Current

Retail bonds100.0–

Total current borrowings100.0–

Non-current

Syndicated bank facility25.012.0

Retail bonds300.0400.0

US Private Placement notes201.4176.3

Total non-current526.4588.3

Unamortised borrowings establishment costs(2.9)(3.2)

Total non-current borrowings523.5585.1

Total borrowings623.5585.1

Accounting policies

Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are carried at amortised cost using the effective interest method.

Significant transactions

In November 201 9 the syndicated bank facility was refinanced. Total available funding was increased by $1 00.0 million to $400.0 million, comprising three facilities expiring in November 202 1

($1 35.0 million), November 2022 ($1 35.0 million) and November 2023 ($1 30.0 million). The facility is now provided by Commonwealth Bank of Australia ($120.0 million), Westpac New Zealand

Limited ($120.0 million), Bank of New Zealand ($80.0 million) and The Hongkong and Shanghai Banking Corporation Limited ($80.0 million).

2.3 Security and covenants

All borrowing facilities are secured on an equal ranking basis over the assets of the wholly owned subsidiaries of Goodman Property Trust. A loan to value ratio covenant

restricts total borrowings incurred by the Group to 50% of the value of the secured property portfolio.

The Group has given a negative pledge to not create or permit any security interest over its assets. The principal financial ratios which must be met are the ratio of earnings

before interest, tax, depreciation and amortisation to interest expense, and the ratio of financial indebtedness to the value of the property portfolio. Further negative and

positive undertakings have been given as to the nature of the Group’s business.

49

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

2. Borrowings (continued)

2.4 Composition of borrowings

Weighted

average

remaining

term (years)

$ million

2020Date issuedExpiryInterest rate

Facility drawn

/ Amount

Undrawn

facility

Syndicated bank facilities–Nov 21 – Nov 232.5Floating25.0375.0

Retail bonds – GMB020Dec 13Dec 200.76.20%100.0–

Retail bonds – GMB030Jun 15Jun 222.25.00%100.0–

Retail bonds – GMB040May 17May 244.24.54%100.0–

Retail bonds – GMB050Mar 18Sep 233.44.00%100.0–

US Private Placement notesJun 15Jun 255.23.46%US$40.0–

US Private Placement notesJun 15Jun 277.23.56%US$40.0–

US Private Placement notesJun 15Jun 3010.23.71%US$40.0–

Weighted

average

remaining

term (years)

$ million

2019Date issuedExpiryInterest rate

Facility drawn

/ Amount

Undrawn

facility

Syndicated bank facilities–Oct 20 – Oct 212.0Floating12.0288.0

Retail bonds – GMB020Dec 13Dec 201.76.20%100.0–

Retail bonds – GMB030Jun 15Jun 223.25.00%100.0–

Retail bonds – GMB040May 17May 245.24.54%100.0–

Retail bonds – GMB050Mar 18Sep 234.44.00%100.0–

US Private Placement notesJun 15Jun 256.23.46%US$40.0–

US Private Placement notesJun 15Jun 278.23.56%US$40.0–

US Private Placement notesJun 15Jun 3011.23.71%US$40.0–

As at 31 March 2020 a $400.0 million syndicated bank facility was provided to the Trust by Commonwealth Bank of Australia, Westpac New Zealand Limited (each providing

$120.0 million), Bank of New Zealand and The Hongkong and Shanghai Banking Corporation Limited (each providing $80.0 million).

As at 31 March 2019 a $300.0 million syndicated bank facility was provided to the Trust by ANZ Bank New Zealand Limited, Bank of New Zealand, Commonwealth Bank of

Australia, Westpac New Zealand Limited (each providing $67.5 million) and The Hongkong and Shanghai Banking Corporation Limited (providing $30.0 million).

As at 31 March 2020, GMT’s drawn borrowings had a weighted average remaining term of 4.0 years (2019: 5.0 years), with 96% being drawn from non-bank sources

(2019: 98%).

Calculation of the weighted average remaining term assumes bank debt utilises the longest dated facilities.

50

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

2. Borrowings (continued)

2.5 Lease liabilities

$ million

2020

2019

Opening balance on adoption of NZ IFRS 1661.7–

Increase in liability as a result of ground rent reviews1.6–

Lease liability interest expense3.1–

Ground rent paid(3.3)–

Amortisation of incentives received0.2–

Total lease liabilities63.3–

Key judgement

The lease liabilities are for perpetually renewable ground leases at Westney Industry Park ($63.1 million) and The Gate Industry Park ($0.2 million). The calculation of the lease liability assumes

lease terms of between 65 and 68 years and utilises a discount rate based on GMT’s weighted average cost of borrowing of 5.0%.

New accounting policies

At the commencement date of a lease the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term, including expected lease

renewals. The lease payments include fixed payments, less any lease incentives receivable.

2.6 Loan to value ratio calculation

The loan to value ratio (“LVR”) is a non-GAAP metric used to measure the strength of GMT’s Balance Sheet. This non-GAAP financial measure may not be consistent with its

calculation by other similar entities. The LVR calculation is set out in the table below.

$ million

2020

2019

Total borrowings623.5585.1

US Private Placement notes – foreign exchange translation impact(44.6)(19.5)

Cash(9.0)(3.1)

Investment property contracted for sale – settlement proceeds due–(43.5)

Borrowings for LVR calculation569.9519.0

Investment property3,074.02,633.4

Lease liabilities(63.3)–

Assets for LVR calculation3,010.72,633.4

Loan to value ratio %18.9%19.7%

51

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

3. Earnings per unit and net tangible assets

3 .1 Earnings per unit

Earnings per unit measures are calculated as profit or adjusted operating earnings after tax divided by the weighted number of issued units for the year. Operating earnings

is a non-GAAP financial measure included to provide an assessment of the performance of GMT’s principal operating activities. This non-GAAP financial measure may not be

consistent with its calculation by other similar entities.

The calculation of operating earnings before other income / (expenses) and tax is set out in Profit or Loss. Adjusted operating earnings after tax, as set out below,

incorporates GMT’s share of operating earnings of the WPHL joint venture between the date it was contracted for sale and settlement date (14 December 2018), reflecting

GMT’s economic interest in the joint venture at that time.

$ million

2020

2019

Operating earnings before other income / (expenses) and tax109.7110.2

Share of operating earnings from joint venture – post-contracted for sale–6.8

Adjusted operating earnings before tax109.7117.0

Income tax on operating earnings(19.2)(16.7)

Share of income tax on operating earnings from joint venture–(0.8)

Adjusted operating earnings after tax90.599.5

Weighted units

Million

2020

2019

Weighted units1,344.81,294.8

cents per unit

2020

2019

Adjusted operating earnings per unit before tax8.169.04

Adjusted operating earnings per unit after tax6.737.68

Basic and diluted earnings per unit after tax19.4824.68

3.2 Net tangible assets

Diluted units, comprising issued units plus deferred units not yet issued, are used to calculate net tangible assets per unit.

Diluted units

Million

2020

2019

Issued units1,385.81,294.9

Deferred units for Manager’s base fee expected to be reinvested–3.1

Deferred units for Manager’s performance fee expected to be reinvested5.35.1

Diluted units1,391.11,303.1

2020

2019

Net tangible assets ($ million)2,402.12,046.2

Net tangible assets per unit (cents)172.7157.0

52

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

4. Derivative financial instruments

Derivative financial instruments are used to manage exposure to interest rate risks and foreign exchange risks arising from GMT’s borrowings.

4 .1 Movement in fair value of financial instruments

$ million

2020

2019

Interest rate derivatives(5.6)(1.2)

Cross currency interest rate derivatives relating to US Private Placement notes50.714.9

Total movement in fair value of derivative financial instruments45.113.7

Foreign exchange rate movement on US Private Placement notes(25.1)(10.5)

Total movement in fair value of financial instruments20.03.2

Accounting policies

Derivative financial instruments are initially recognised at fair value on the date a derivative contract is entered into and are subsequently measured at fair value at each reporting date. Derivative

financial instruments are classified as current or non-current based on their date of maturity.

Movements in the fair value of derivative financial instruments are recognised through Profit or Loss. GMT does not apply hedge accounting.

Key judgement

The fair values of derivative financial instruments are determined from valuations using Level 2 valuation techniques (201 9: Level 2). These are based on the present value of estimated future

cash flows, taking account of the terms and maturity of each contract and the current market interest rates at reporting date. Fair values also reflect the creditworthiness of the derivative

counterparty and GMT at balance date. The valuations were based on market rates at 3 1 March 2020 of between 0.49% for the 90-day BKBM and 0.93% for the 1 0-year swap rate

(201 9: 1 .88% for the 90-day BKBM and 2.09% 1 0-year swap rate). There were no changes to these valuation techniques during the period.

4.2 Derivative financial instruments

$ million

2020

2019

Cross currency interest rate derivatives

Non-current assets64.413.7

Interest rate derivatives

Non-current assets10.711.3

Current assets1.6–

Non-current liabilities(15.6)(12.1)

Net derivative financial instruments61.112.9

53

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

4. Derivative financial instruments (continued)

4.3 Additional derivative information

2020

2019

Cross currency interest rate derivatives

Notional contract value as fixed rate receiver ($ million)156.8156.8

Percentage of US Private Placement notes borrowings converted to floating rate NZD payments100%100%

Weighted average term to maturity (years)7.58.5

Interest rate derivatives

Notional contract value as fixed rate payer ($ million)220.0235.0

Interest rate range as fixed rate payer0.8% – 4.0%2.4% – 4.3%

Notional contract value as fixed rate receiver ($ million)

(1)

200.0200.0

Weighted average term to maturity of borrowings fixed, including retail bonds (years)4.23.7

Percentage of borrowings fixed, including retail bonds72%76%


(1)

The fixed rate receiver derivative expiries align with the retail bonds, to convert a portion of each retail bond back to floating rate interest.

5. Administrative expenses

Administrative expenses are incurred to manage the operational activity of GMT.

$ million

2020

2019

Valuation fees(0.6)(0.6)

Auditor’s fees(0.3)(0.2)

Trustees fees(0.4)(0.3)

Other costs(1.3)(1.6)

Total administrative expenses (2.6)(2.7)

Auditor’s fees

$ million

2020

2019

Audit and review of financial statements(0.3)(0.2)

Other assurance related services––

Other services––

Total auditor’s fees(0.3)(0.2)

Other assurance related

services

Fees for other assurance related services of $14,750 (2019: $7,000) comprise assurance services on the performance fee calculation, agreed

upon procedures on the financial covenants of the bank facilities, work performed for guidance on the application of materiality and reporting

to  the supervisor of GMT Bond Issuer Limited.

Other servicesOther services of $2,200 comprise data analysis. In 2019, other services of $47,800 comprised data analysis and advisory services relating to

the review of an application to the Overseas Investment Office for approval to purchase a property.

54

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

6. Debtors and other assets

$ million

2020

2019

Current

Debtors0.61.4

Prepayments0.30.1

Interest receivable2.42.3

Other assets4.79.8

Total debtors and other assets8.013.6

Accounting policies

Debtors and other assets are initially recognised at fair value and subsequently measured at amortised cost. They are adjusted for expected impairment losses. Discounting is not applied to

receivables where collection is expected to occur within the next twelve months.

A provision for impairment is recognised when there is objective evidence that GMT will be unable to collect amounts due. The simplified approach to providing for expected credit losses

prescribed by NZ IFRS 9 has been applied, permitting the use of a lifetime expected loss provision for all trade receivables. The amount provided is the difference between the carrying amount

and expected recoverable amount.

7. Creditors and other liabilities

$ million

2020

2019

Current

Creditors1.60.8

Interest payable6.36.4

Related party payables1.01.7

Accrued capital expenditure15.126.6

Other liabilities5.612.1

Total creditors and other liabilities29.647.6

Accounting policies

Creditors and other liabilities are initially recognised at fair value and subsequently measured at amortised cost. All payments are expected to be made within the next twelve months.

55

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

8. Ta x

8 .1 Tax expense

$ million

2020

2019

Profit before tax284.4334.8

Tax at 28%(79.6)(93.7)

Depreciation of investment property5.94.9

Movement in fair value of investment property46.456.5

Disposal of investment property0.10.9

Disposal of joint venture–9.0

Deductible net expenditure for investment property5.55.3

Share of joint venture net profit less dividends received–1.9

Derivative financial instruments5.60.9

Performance fee(3.2)(2.4)

Other0.1–

Current tax on operating earnings(19.2)(16.7)

Depreciation recovery income for property sold and settled–(3.4)

Settlement of derivative financial instruments0.92.4

Disposal of investment property–(0.9)

Performance fee3.22.4

Current tax on non-operating earnings4.10.5

Current tax(15.1)(16.2)

Depreciation of investment property(5.9)(5.0)

Reduction of liability in respect of depreciation recovery income6.08.3

Deferred expenses(1.1)0.8

Derivative financial instruments(6.5)(3.3)

Borrowing issue costs0.10.1

Deferred tax(7.4)0.9

Total tax(22.5)(15.3)

Current tax on operating earnings is a non-GAAP measure included to provide an assessment of current tax for GMT’s principal operating activities. This non-GAAP financial

measure may not be consistent with its calculation by other similar entities.

56

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

8. Tax (continued)

Accounting policies

Tax expense for the year comprises current and deferred tax recognised in Profit or Loss.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at balance date, and includes any adjustment to tax payable in

respect of previous years.

Deferred tax is provided in full using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their

tax bases. Deferred tax is not accounted for if it arises from the initial recognition of assets or liabilities in a transaction, other than a business combination, that affects neither accounting nor

taxable profit or loss and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.

8.2 Deferred tax

$ million

2020

2019

Deferred tax assets

Derivative financial instruments–1.9

Total deferred tax assets–1.9

Deferred tax liabilities

Investment properties – depreciation recoverable(18.1)(18.2)

Investment properties – deferred expenses(9.0)(7.9)

Derivative financial instruments(4.6)–

Borrowings issue costs(0.2)(0.3)

Total deferred tax liabilities(31.9)(26.4)

Net deferred tax(31.9)(24.5)

Key judgement

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively

enacted at the balance date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the

extent that it is no longer probable that the related tax benefit will be realised.

For deferred tax liabilities potentially arising on investment property measured at fair value there is a rebuttable presumption that the carrying amount of the investment property asset will be

recovered through sale. In estimating this deferred tax liability, the Group has made reference to the Manager’s experience of tax depreciation recovered when properties of a similar nature

have been sold.

57

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

9. Related party disclosures

As a Unit Trust, GMT does not have any employees. Consequently, services that the Group requires are provided under arrangements governed by GMT’s Trust Deed or

by contractual arrangements. The Trust has related party relationships with the following parties.

EntityNature of relationship

Goodman (NZ) LimitedGNZManager of the Trust

Goodman Property Services (NZ) LimitedGPSNZProvider of property management, development management and related services to the

Trust and  to its former joint venture WPHL

Goodman Investment Holdings (NZ) LimitedGIHUnitholder in GMT

Goodman LimitedGLParent entity of GNZ, GPSNZ & GIH

Goodman Industrial TrustGITProperty co-owner with GMT

Wynyard Precinct Holdings LimitedWPHLFormer joint venture between GMT and GIC, Singapore’s sovereign wealth fund (sale of

WPHL settled on 14 December 2018)

9.1 Transactions with related parties other than WPHL

RecordedCapitalisedOutstanding

$ millionRelated party

2020

2019

2020

2019

2020

2019

Manager’s base feeGNZ(11.9)(9.8)0.81.2(1.0)(5.3)

Manager’s performance feeGNZ(11.4)(8.6)––(11.4)(8.6)

Property management fees

(1)

GPSNZ(3.1)(3.3)––(0.3)(0.3)

Leasing feesGPSNZ(1.7)(2.1)––(0.7)(0.1)

Acquisition and disposal feesGPSNZ(1.5)(4.2)1.01.1––

Minor project feesGPSNZ(0.6)(1.0)0.61.0–(0.4)

Development management feesGPSNZ(5.7)(5.1)5.75.1–(0.8)

Total fees(35.9)(34.1)8.18.4(13.4)(15.5)

Reimbursement of expenses for services providedGPSNZ(1.3)(1.5)0.30.3–(0.1)

Total reimbursements(1.3)(1.5)0.30.3–(0.1)

Land acquisition – Savill LinkGIT(0.9)(4.7)0.94.7––

Total capital transactions(0.9)(4.7)0.94.7––

Issue of units for Manager’s base fee reinvestedGIH5.310.4––––

Issue of units for Manager’s performance fee reinvestedGIH8.6–––––

Total issue of units for Manager’s base fee

and performance fee reinvested13.910.4––––

Distributions paidGIH(19.2)(18.3)––––

Total distributions paid(19.2)(18.3)––––

(1)

Of the property management fees charged by GPSNZ, $2.5 million was paid by customers and was not a cost borne by GMT (201 9: $3.0 million).

58

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

9. Related party disclosures (continued)

9.2 Transactions with WPHL

RecordedCapitalisedOutstanding

$ millionRelated party

2020

2019

2020

2019

2020

2019

Repayments from joint ventureWPHL–107.5––––

Interest income received from joint ventureWPHL–3.8––––

Dividends received from joint ventureWPHL–2.1––––

Advances to WPHL were unsecured and were subordinated to WPHL’s bank debt prior to disposal. The advances were repayable on demand and incurred a market rate of

interest for advances of this type.

9.3 Other related party transactions

Capital transactions

Capital transactions that occur with related parties can only be approved by the independent directors of GNZ, with non-independent directors excluded from the approval

process.

No properties were acquired pursuant to the Co-ownership Agreement between GMT and Goodman Industrial Trust (2019: none). This agreement was approved by

unitholders at a general meeting held on 23 March 2004.

GMT purchased land at Savill Link for $0.9 million in December 2019 (2019: $4.7 million) that was co-owned via the Co-ownership Agreement between GMT and Goodman

Industrial Trust.

Key management personnel

Key management personnel are those people with the responsibility and authority for planning, directing and controlling the activities of an entity. As the Trust does not have

any employees or Directors, key management personnel is considered to be the Manager. All compensation paid to the Manager is disclosed within this note.

At 31 March 2020, Goodman Group, GNZ’s ultimate parent, through its subsidiary Goodman Investment Holdings (NZ) Limited, held 296,560,508 units in GMT out of a total

1,385,791,305 units on issue (31 March 2019: 277,250,271 units out of a total 1,294,900,545 units).

59

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

9. Related party disclosures (continued)

9.4 Explanation of related party transactions

Manager’s base fee

The Manager’s base fee is calculated as 0.50% per annum of the book value of GMT’s assets (other than cash, debtors and development land) up to $500 million, plus

0.40% per annum of the book value of GMT’s assets (other than cash, debtors and development land) greater than $500 million.

For the five years starting 1 April 2014, the Manager agreed to use its base management fee to reinvest in GMT units in accordance with terms approved by Unitholders on

5 August 2014. This agreement expired on 31 March 2019, with the base management fee reverting to a cash settlement.

Manager’s performance fee

The Manager is entitled to be paid a performance fee equal to 10% of GMT’s performance above a target return (which is calculated annually on 31 March) and is capped

at 5% of annual out performance (except in a period in which GNZ ceases to hold office, or GMT terminates). The target return is equal to the annual return of a gross

accumulation index created from NZX listed property entities having a principal focus on investment in real property, excluding GMT, with the index being compiled by a

suitably qualified and experienced person.

Any performance below the target return is carried forward indefinitely to future periods. GMT will not earn a performance fee on any performance in excess of the target

return plus 5% per annum. Any performance over that cap will be carried forward indefinitely to future periods (except in a period in which GNZ ceases to hold office,

or GMT terminates). No performance fee is payable for any year where GMT’s performance is less than 0%, however, any under or over performance is carried forward

indefinitely to future periods.

The Manager is required to use performance fee proceeds to reinvest in GMT units in accordance with the terms of the Trust Deed, provided that the Independent Directors

of GNZ consider it in the best interests of GMT unitholders for the Manager to do so. The issue price for these units is equal to the higher of market price and the net asset

value per unit.

At 31 March 2020 a performance fee of $11.4 million is payable (2019: $8.6 million), with a carry forward of $89.5 million to include in the calculation for future periods

(2019: $11.2 million carry forward).

Property management fees

Property management fees are paid to GPSNZ for day to day management of properties.

Leasing fees

Leasing fees are paid to GPSNZ for executing leasing transactions.

Acquisition and disposal fees

Acquisition and disposal fees are paid to GPSNZ for executing sale and purchase agreements.

Minor project fees

Minor project fees are paid for services provided to manage capital expenditure projects for stabilised properties.

Development management fees

Development management fees are paid for services provided to manage capital expenditure projects for developments.

Reimbursement of expenses for services provided

Certain services are provided by GPSNZ instead of using external providers, with these amounts reimbursed on a cost recovery basis.

60

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

9. Related party disclosures (continued)

9.5 Additional Trust information

(a) Termination of Goodman Property Trust

GMT terminates on the earlier of:

i. The date appointed by GNZ, giving not less than three months’ written notice to the unitholders and the Trustee; or

ii. If the units are quoted, the office of trustee becomes vacant, and a new trustee is not appointed within two months of the vacancy occurring; or

iii. The date on which GMT is terminated under the Trust Deed or by operation of law.

(b) Trustee information

Covenant Trustee Services Limited is the Trustee of Goodman Property Trust. Covenant Trustee Services Limited is paid a fee as follows:

i. Up to $1,500 million of total assets, a fee of $190,000; and

ii. Over $1,500 million of total assets, $190,000 plus a fee equivalent to 0.01% of total assets greater than $1,500 million.

9.6 Related party capital commitments

$ millionRelated party

2020

2019

Development management fees for developments in progressGPSNZ2.14.8

Total related party capital commitments2.14.8

10. Commitments and contingencies

10.1 Non-related party capital commitments

These commitments are amounts payable for contractually agreed services for capital expenditure. For related party capital commitments refer to note 9.6.

$ million

2020

2019

Completion of developments48.179.1

Acquisitions12.429.0

Total non-related party capital commitments60.5108.1

10.2 Contingent liabilities

GMT has no material contingent liabilities.

61

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

11. Reconciliation of profit after tax to net cash flows from operating activities

$ million

2020

2019

Profit after tax261.9319.5

Non-cash items:

Movement in fair value of investment property(165.8)(201.9)

Disposal of investment property(0.3)–

Deferred lease incentives and leasing costs(4.9)(0.2)

Fixed rental income adjustments(1.7)(1.0)

Share of profit arising from joint venture–(3.7)

Issue costs and subsequent amortisation for non-bank borrowings0.41.0

Movement in fair value of derivative financial instruments(20.0)(3.2)

Manager’s base fee reinvested in units(5.3)–

Manager’s performance fee expected to be reinvested in units2.88.6

Disposal of joint venture–(35.1)

Deferred tax7.4(0.9)

Net cash flows from operating activities before changes in assets and liabilities74.583.1

Movements in working capital from:

Debtors and other assets0.6(0.3)

Creditors and other liabilities1.2(3.0)

Current tax payable(0.7)(0.6)

Movements in working capital1.1(3.9)

Net cash flows from operating activities75.679.2

62

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

12. Financial risk management

In addition to business risk associated with the Group’s principal activity of investing in real estate in New Zealand, the Group is also exposed to financial risk for the financial

instruments that it holds. Financial risk can be classified in the following categories; interest rate risk, credit risk, liquidity risk and capital management risk.

12 .1 Financial instruments

The following items in the Balance Sheet are classified as financial instruments: Cash, debtors and other assets, derivative financial instruments, creditors and other

liabilities, lease liabilities and borrowings. All items are recorded at amortised cost with the exception of derivative financial instruments, which are recorded at fair value

through Profit or Loss.

Accounting policies

Financial instruments are classified dependent on the purpose for which the financial instrument was acquired or assumed. Management determines the classification of its financial instruments

at initial recognition between two categories:

Amortised costInstruments recorded at amortised cost are those with fixed or determined receipts / payments that are recorded at their expected value at balance date.

Fair value through Profit or LossInstruments recorded at fair value through Profit or Loss have their fair value measured via active market inputs, or by using valuation techniques if no active

market exists.

12.2 Interest rate risk

The Group’s interest rate risk arises from borrowings. The Group manages its interest rate risk in accordance with its Financial Risk Management policy. The principal

objective of the Group’s interest rate risk management process is to mitigate negative interest rate volatility adversely affecting financial performance.

The Group manages its interest rate risk by using floating-to-fixed interest rate swaps and interest rate caps. Interest rate swaps have the economic effect of converting

borrowings from floating rates to fixed rates. Generally, the Group raises long-term borrowings at floating rates and swaps them into fixed rates that are lower than those

available if the Group borrowed directly at fixed rates. Under the interest rate swaps, the Group agrees with other parties to exchange, at specified intervals (primarily

quarterly), the difference between fixed contract rates and floating-rate interest amounts calculated by reference to the agreed notional amounts. Where the Group raises

long-term borrowings at fixed rates, it may enter into fixed-to-floating interest rate swaps to enable the cash flow interest rate risk to be managed in conjunction with its

floating rate borrowings.

The table below considers the direct impact to interest costs of a 25 basis point change to interest rates.

$ million

2020

2019

Impact to net profit after tax of a 25 basis point increase in interest rates(0.4)(0.7)

Impact to net profit after tax of a 25 basis point decrease in interest rates0.40.7

12.3 Credit risk

Credit risk arises from cash, derivative financial instruments and credit exposures to customers. For banks and financial institutions only independently credit rated parties

are accepted, and when derivative contracts are entered into their credit risk is assessed. For customers the Group assesses the credit quality of the customer, considering

its financial position, past experience and any other relevant factors. The overall credit risk is managed with a credit policy that monitors exposures and ensures that the

Group does not bear unacceptable concentrations of credit risk.

The Group’s maximum exposure to credit risk is best represented by the total of its debtors, derivative financial instrument assets and cash as shown in the Balance Sheet.

To mitigate credit risk the Group holds security deposits, bank guarantees, parent company guarantees or personal guarantees as deemed appropriate.

63

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

12. Financial risk management (continued)

12.4 Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations from its financial liabilities. The Group’s approach to management of liquidity risk is to

ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking

damage to the Group’s reputation. The Group manages this risk through active monitoring of the Group’s liquidity position and availability of borrowings from committed

facilities.

The following table outlines the Group’s financial liabilities by their relevant contractual maturity date. Values are the contractual undiscounted cash flows and include both

principal and interest where applicable.

$ millionYea r 1Yea r 2Yea r 3Yea r 4Yea r 5

Year 6

and later

Total

cash flows

Carrying

value

2020

Borrowings122.843.3114.2110.8105.3168.6665.0581.8

Derivative financial instruments2.62.52.52.01.92.413.915.6

Lease liabilities3.43.43.43.43.03.520.163.3

Creditors and other liabilities29.6–––––29.629.6

Tot a l158.449.2120.1116.2110.2174.5728.6690.3

2019

Borrowings26.5124.732.1116.1112.6279.9691.9585.1

Derivative financial instruments

(1)

3.52.91.81.41.01.812.412.1

Creditors and other liabilities47.6–––––47.647.6

Tot a l77.6127.638.9117.5113.6281.7751.9644.8


(1)

Comparative year has been restated to ensure consistency with presentation in the current year.

12.5 Capital management risk

The Group’s policy is to maintain a strong capital base to maintain investor, creditor and market confidence, while maximising the return to investors through optimising the

mix of debt and equity. The Group meets its objectives for managing capital through its investment decisions on the acquisition, development and disposal of assets, its

distribution policy and raising new equity. The Group’s policies in respect of capital management are reviewed regularly by the Board of Directors of the Manager.

The Group’s capital structure includes bank debt, retail bonds, US Private Placement notes and unitholders’ equity. GMT’s Trust Deed requires the Group’s ratio of

borrowings to the aggregate value of its property assets to be less than 50%. The Group complied with this requirement during this year and the prior year.

The Group has issued US Private Placement notes and retail bonds, the terms of which require that the total borrowings of GMT and its subsidiaries do not exceed 50% of

the value of the property portfolio on which these borrowings are secured. The Group complied with this requirement during this year and the prior year.

64

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Notes to the financial statements (continued)
For the year ended 31 March 2020

12. Financial risk management (continued)

12.6 Fair value of financial instruments

Except for the retail bonds and US Private Placement notes; the carrying values of all balance sheet financial instruments approximate their estimated fair value. The fair

values of retail bonds and US Private Placement notes are as follows:

$ millionFair value hierarchy20202019

Retail bondsLevel 1414.9421.1

US Private Placement NotesLevel 2US$127.9US$118.4

The Group classifies its fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value

hierarchy has the following levels:

– Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

– Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from

prices).

– Level 3: Inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).

The fair value of financial instruments classified as Level 2, being US Private Placement Notes, is measured using a present value calculation of the future cashflows using

the relevant term swap rate as the discount factor.

The level in the fair value hierarchy within which the fair value measurement is categorised is determined on the basis of the lowest input to the fair value measurement. If a

fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, the measurement is a Level 3 measurement.

The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels at the date of the event or change in circumstances that caused the transfer.

13. Operating segments

The Trust’s activities are reported to the Board as a single operating segment; therefore, these financial statements are presented in a consistent manner to that reporting.

14. Other subsequent events

COVID-19 global pandemic

New Zealand entered Alert Level 4 on 26 March 2020, immediately prior to balance date. This severely restricted situation continued, with varying restrictions on the operation of many of GMT’s

customers, until Alert Level 2 was reached on 1 4 May 2020. Since balance date, support has been provided to customers impacted by COVID-1 9 in a range of manners; including rent abatements,

rent deferrals and lease restructures. Certain uncommitted development projects have been paused until a customer commitment is secured or market conditions permit a restart.

At the date of approval of these financial statements, there has been no evidence to suggest a material impact on the business has occurred as a direct result of the pandemic. The impact to the

fair value of investment property in the year ended 3 1 March 2020 has been disclosed in note 1 .4 on page 42.

65

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Independent auditor’s report
To the unitholders of Goodman Property Trust

66

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

We have audited the financial statements which comprise:

 the balance sheet as at 31 March 2020;

 the statement of profit or loss for the year then ended;

 the statement of changes in equity for the year then ended;

 the statement of cash flows for the year then ended; and

 the general information and notes to the financial statements, which include significant accounting policies.

Our opinion

In our opinion, the accompanying financial statements of Goodman Property Trust (the Trust), including its subsidiaries (the Group), present fairly, in all material respects, the financial position of

the  Group as at 31 March 2020, its financial performance and its cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards

(NZ  IFRS) and International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those

standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and

Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of data analysis and assurance services relating to the performance fee calculation, agreed upon procedures relating to the financial

covenants of the bank facilities, guidance on the application of materiality and reporting to the supervisor of GMT Bond Issuer Limited. The provision of these other services has not impaired our

independence as auditor of the Group.

Key audit matter

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current year. We have one key audit matter being

the valuation of investment property, including the material valuation uncertainty arising from the global pandemic, COVID-19. This matter was addressed in the context of our audit of the financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.

Independent auditor’s report (continued)
To the unitholders of Goodman Property Trust

67

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Valuation of investment property, including material valuation uncertainty arising from COVID-19

Description of the key audit matter

As disclosed in note 1, the portfolio of investment properties comprising Auckland industrial

and development land held by the Group was valued at $3.1 billion as at 31 March 2020.

The valuation of investment properties is inherently subjective. A small difference in any

one of the key market input assumptions, when aggregated, could result in a material

misstatement of the valuation of investment properties.

The independent registered valuers have included material valuation uncertainty clauses

in their reports. These highlight that less certainty, and consequently a higher degree of

caution, should be attached to the point estimate valuation as a result of the COVID-19

pandemic. This represents a significant estimation uncertainty in relation to the valuation of

investment property.

Considering all the above, we have, therefore, given specific audit focus and attention to

this area.

The valuations were carried out by independent registered valuers selected by the Group.

The valuers performed their work in accordance with the International Valuation Standards

and the Australia and New Zealand Valuation and Property Standards. The valuers used are

well-known firms, with experience in the markets in which the Group operates.

In determining a property’s valuation, the valuers consider property specific information

such as current tenancy agreements and rental income earned by the asset.

They then apply assumptions in relation to market capitalisation rates, market rental and

rental growth rates, based on available market data and transactions. The assumptions

were then adjusted to recognise the impact of COVID-19, to arrive at a range of valuation

outcomes, from which they derive a point estimate.

Management’s considerations of the impact of COVID-19 on the valuations are explained

further in note 1.4.

Due to the unique nature of each property, the assumptions applied take into consideration

the individual property characteristics, as well as the qualities of the property as a whole.

Management verifies all key inputs to the valuations, assesses property valuation

movements against prior year and holds discussions with the directors of the Manager on

the process and results of the valuation.

How our audit addressed the key audit matter

The valuation of investment properties is inherently subjective given that there are

alternative assumptions and valuation methods that may result in a range of values.

The impact of COVID-19 at 31 March 2020 has resulted in material valuation uncertainty

and a wider range of possible values than at past valuation points, refer to note 1.4.

We considered the adequacy of the disclosures made in note 1 to the financial statements.

This note explains that there is significant estimation uncertainty in relation to the valuation

of investment property. We discussed with management and obtained sufficient appropriate

audit evidence to demonstrate that management’s assessment of the suitability of the

inclusion of the valuation in the balance sheet and disclosures made in the financial

statements was appropriate.

In assessing the individual valuations, we performed the procedures outlined below.

We held discussions with management to understand:

 movements in the Group’s investment property portfolio,

 changes in the conditions of properties within the portfolio,

 the controls in place over the valuation process, and

 the impact that COVID-19 has had on the Group’s investment property portfolio,

including any tenant rent abatements.

On a sample basis, with emphasis on properties with significant or unusual fluctuations in

key inputs compared to other investment properties held by the Group, we performed the

following procedures:

 obtained an understanding of the key inputs in the valuation

 agreed forecast contractual rental and lease terms to lease agreements with tenants

 considered whether seismic assessments and/or capital maintenance requirements

had been taken into account in the valuations with reference to supporting

documentation, including support from third parties

 assessed that the inclusion of specific COVID-19 related adjustments, for example

rent abatements for higher risk tenants, had been factored into the valuations.

We held separate discussions with each of the independent registered valuers to gain an

understanding of the assumptions and estimates used and the valuation methodology

applied. This included the impact that COVID-19 has had on key assumptions such as

the capitalisation, discount or growth rate and future forecast rentals. We also sought to

understand and consider restrictions imposed on the valuation process (if any) and the

market conditions at balance date.

We also engaged our own valuation experts to critique and independently assess, based on

their market and valuation knowledge, the work performed, and assumptions and estimates

made by the valuers, on a sample basis.

We found no evidence of bias in determining the values.

Independent auditor’s report (continued)
To the unitholders of Goodman Property Trust

68

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement.

Overall materiality: $4.9 million, which represents approximately 5% of profit before tax excluding movements in the fair value of investment property and financial

instruments.

We chose profit before tax excluding movements in the fair value of investment property and financial instruments as the benchmark because, in our view, it is the

benchmark which best reflects the performance of the Group.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above $490,000, which represents approximately 10% of

our overall materiality, as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

As noted earlier, we have one key audit matter being the valuation of investment property, including material valuation uncertainty arising from COVID-19.

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the financial statements and our application of materiality. As in all of our audits, we also addressed the risk of management

override of internal controls including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

Materiality

Audit Scope

Key audit

matters

Independent auditor’s report (continued)
To the unitholders of Goodman Property Trust

69

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Information other than the financial statements and auditor’s report

The directors of the Manager are responsible for the annual report. Our opinion on the financial statements does not cover the other information included in the annual report and we do not express

any form of assurance conclusion on the other information.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained

prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors of the Manager for the financial statements

The directors of the Manager are responsible, on behalf of the Trust, for the preparation and fair presentation of the financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Manager determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Manager is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and

using the going concern basis of accounting unless the Manager either intends to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a

material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (NZ) and ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as

fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 Conclude on the appropriateness of the use of the going concern basis of accounting by the directors of the Manager and, based on the audit evidence obtained, whether a material uncertainty

exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our auditor’s opinion. Our conclusions are based

on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

 Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.

 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial statements. We are

responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our opinion.

 Communicate with the directors of the Manager regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during the audit.

 Provide the directors of the Manager with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 Determine those matters, from the matters communicated with the directors of the Manager, that were of most significance in the audit of the financial statements of the current period and are

therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances,

we determine that a matter should not be communicated in our auditor’s report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest

benefits of such communication.

Independent auditor’s report (continued)
To the unitholders of Goodman Property Trust

70

Goodman

Property Trust

Annual Report

2020

Financial

Statements

of Goodman

Property Trust

Who we report to

This report is made solely to the Trust’s unitholders, as a body. Our audit work has been undertaken so that we might state those matters which we are required to state to them in an auditor’s

report  and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Trust and the Trust’s unitholders, as a body, for our audit

work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Richard Day.

For and on behalf of:

Chartered Accountants Auckland

27 May 2020

For the year ended 31 March 2020
71

GMT Bond

Issuer Limited

Annual Report

2020

Financial

Statements

of GMT Bond

Issuer Limited

The Crossing

carpark,

Highbrook 

Business Park

The rapid growth

of Highbrook has

supported the

development of a

multi-storey carpark

at  the town centre.

The Board of GMT Bond Issuer Limited, authorised these financial

statements for issue on 27 May 2020. For and on behalf of the Board:

Keith Smith Peter Simmonds

Chairman Chairman, Audit Committee

Contents

Profit or loss 72

Balance sheet 72

Cashflows 73

Changes in equity 73

General information 74

Notes to the financial statements

1. Borrowings 75

2. Advances to related parties 75

3. Administrative expenses 76

4. Commitments and contingencies 76

5. Reconciliation of profit after tax to net cash flows

from operating activities 76

6. Financial risk management 76

7. Equity 78

Independent auditor’s report 79

$ million
2020

2019

Interest income19.719.7

Interest cost(19.7)(19.7)

Profit before tax––

Ta x––

Profit after tax attributable to shareholder––

There are no items of other comprehensive income, therefore profit after tax attributable to shareholder equals total comprehensive income attributable to shareholder.

Balance sheet

As at 3 1 March 2020

$ millionNote

2020

2019

Non-current assets

Advances to related parties 2300.0400.0

Current assets

Advances to related parties2100.0–

Interest receivable from related parties5.05.0

Cash0.20.2

Total assets405.2405.2

Non-current liabilities

Borrowings1300.0400.0

Current liabilities

Borrowings1100.0–

Interest payable on retail bonds5.25.2

Total liabilities405.2405.2

Net assets––

Equity

Contributed equity7––

Retained earnings ––

Total equity––

Profit or loss

For the year ended 3 1 March 2020

72

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Issuer Limited

Annual Report

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Financial

Statements

of GMT Bond

Issuer Limited

$ million
2020

2019

Cash flows from operating activities

Interest income received19.719.7

Interest costs paid(19.7)(19.5)

Net cash flows from operating activities–0.2

Cash flows from investing activities

Related party advances made––

Net cash flows from investing activities––

Cash flows from financing activities

Proceeds received from retail bonds––

Net cash flows from financing activities––

Net movement in cash–0.2

Cash at the beginning of the year0.2–

Cash at the end of the year0.20.2

Changes in equity

For the year ended 3 1 March 2020

$ million

Contributed

equity

Retained

earningsTot a l

As at 1 April 2018–––

Profit after tax–––

As at 31 March 2019–––

Profit after tax–––

As at 31 March 2020–––

There are no items of other comprehensive income to include within changes in equity, therefore profit after tax equals total comprehensive income.

Cash flows

For the year ended 3 1 March 2020

73

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Issuer Limited

Annual Report

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Financial

Statements

of GMT Bond

Issuer Limited

Reporting entity
GMT Bond Issuer Limited (“the Company”) was incorporated on 5 November 2009.

The address of its registered office is Level 2, 18 Viaduct Harbour Avenue, Auckland.

GMT Bond Issuer Limited is an issuer for the purposes of the Financial Reporting

Act 2013 as its issued debt securities are listed on the New Zealand Debt Exchange

(“NZDX”). GMT Bond Issuer Limited is a registered company under the Companies

Act 1993.

GMT Bond Issuer Limited is a profit-oriented company incorporated and domiciled in

New Zealand. The Company was incorporated to undertake issues of debt securities

with the purpose of on lending the proceeds to Goodman Property Trust (“GMT”) by

way of interest bearing advances.

Basis of preparation and measurement

The principal accounting policies applied in the preparation of the financial report are

set out below. These policies have been consistently applied to all periods presented

unless otherwise stated.

The financial statements of the Company have been prepared in accordance

with the requirements of Part 7 of the Financial Markets Conduct Act 2013. The

financial statements have been prepared in accordance with New Zealand Generally

Accepted Accounting Practice (“NZ GAAP”), comply with New Zealand equivalents

to International Financial Reporting Standards (“NZ IFRS”), other New Zealand

accounting standards and authoritative notices that are applicable to entities that

apply NZ IFRS. The Company is a for-profit entity for the purposes of complying

with NZ GAAP. The financial statements also comply with International Financial

Reporting Standards (“IFRS”).

The financial statements have been prepared on the historical cost basis.

The financial statements are in New Zealand dollars, the Company’s functional

currency.

Significant estimates and judgements

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions

to accounting estimates are recognised in the period in which the estimate is

revised and in the future periods affected.

Significant accounting policies

Interest income

Interest income from advances to related parties is recognised using the effective

interest method.

Interest cost

Interest expense charged on borrowings is recognised as incurred using the

effective interest method.

Advances to related parties

Advances to related parties are recorded initially at fair value, net of transaction

costs. Subsequent to initial recognition, they are carried at amortised cost using the

effective interest method.

Interest receivable from related parties

These amounts represent the fair value of interest income recognised but not yet

due for payment. Due to the short term nature of the receivables the recoverable

value represents the fair value.

Borrowings

Borrowings are recorded initially at fair value, net of transaction costs. Subsequent

to initial recognition, borrowings are carried at amortised cost using the effective

interest method.

Interest payable

Interest payable represents interest costs recognised as an expense but not yet due

for payment.

Financial risk management

Financial instruments are classified dependent on the purpose for which the financial

instrument was acquired or assumed. Management determines the classification of

its financial instruments at initial recognition between two categories:

Amortised costInstruments recorded at amortised cost are those with fixed

or determined receipts / payments that are recorded at their

expected value at balance date.

Fair value through

Profit or Loss

Instruments recorded at fair value through Profit or Loss have

their fair value measured via active market inputs, or by using

valuation techniques if no active market exists.

Changes in accounting policy

There have been no changes in accounting policies made during the financial year.

New accounting standards now adopted

There have been no new accounting standards that are applicable to these financial

statements.

General information

For the year ended 3 1 March 2020

74

GMT Bond

Issuer Limited

Annual Report

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Financial

Statements

of GMT Bond

Issuer Limited

1. Borrowings
1 .1 Composition of borrowings

Carried at

Date

issuedMaturityInterest rate

2020

$ million

2019

$ million

Retail bonds – GMB020Amortised costDec 13Dec 206.20%100.0100.0

Retail bonds – GMB030Amortised costJun 15Jun 225.00%100.0100.0

Retail bonds – GMB040Amortised costMay 17May 244.54%100.0100.0

Retail bonds – GMB050Amortised costMar 18Sep 234.00%100.0100.0

Tot a l400.0400.0

Retail bonds GMB020 are classified as a current liability for the year ended 31 March 2020.

1.2 Security and covenants

All borrowing facilities are secured on an equal ranking basis over the assets of the wholly-owned subsidiaries of the Company’s parent entity, Goodman Property Trust.

A loan to value covenant restricts total borrowings incurred by the Goodman Property Trust Group to 50% of the value of the secured property portfolio.

The Goodman Property Trust Group has given a negative pledge which provides that it will not create or permit any security interest over its assets. The principal financial

ratio which must be met is the ratio of financial indebtedness to the value of the property portfolio. Further negative and positive undertakings have been given as to the

nature of the Goodman Property Trust Group’s business.

2. Advances to related parties

GMT Bond Issuer Limited is a wholly-owned subsidiary of Goodman Property Trust. All members of the Goodman Property Trust Group are considered to be related parties

of the Company.

2 .1 Composition of advances to related parties

Carried at

Date

issuedMaturityInterest rate

2020

$ million

2019

$ million

Advance made to Goodman Property Trust in December 2013Amortised costDec 13Dec 206.20%100.0100.0

Advance made to Goodman Property Trust in June 2015Amortised costJun 15Jun 225.00%100.0100.0

Advance made to Goodman Property Trust in May 2017Amortised costMay 17May 244.54%100.0100.0

Advance made to Goodman Property Trust in March 2018Amortised costMar 18Sep 234.00%100.0100.0

Tot a l400.0400.0

The advance made to Goodman Property Trust in December 2013 is classified as a current asset for the year ended 31 March 2020.

2.2 Guarantee

Covenant Trustee Services Limited (as Trustee for Goodman Property Trust) has entered into a guarantee under which Goodman Property Trust unconditionally and

irrevocably guarantees all of the obligations of GMT Bond Issuer Limited under its Bond Trust Documents.

Notes to the financial statements

For the year ended 3 1 March 2020

75

GMT Bond

Issuer Limited

Annual Report

2020

Financial

Statements

of GMT Bond

Issuer Limited

Notes to the financial statements (continued)
For the year ended 31 March 2020

3. Administrative expenses

Goodman Property Trust, the Company’s parent, paid all fees for audit services provided to the Company (2020: $8,000, 2019: $7,600) and audit related services of

reporting to the Supervisor (2020: $2,000, 2019: $nil).

4. Commitments and contingencies

4 .1 Capital commitments payable

GMT Bond Issuer Limited has no capital commitments.

4.2 Contingent liabilities

GMT Bond Issuer Limited has no material contingent liabilities.

5. Reconciliation of profit after tax to net cash flows from operating activities

$ million

2020

2019

Profit after tax––

Movements in working capital from:

Interest payable on retail bonds–0.2

Movements working capital–0.2

Net cash flows from operating activities–0.2

6. Financial risk management

The Company is exposed to financial risk for the financial instruments that it holds. Financial risk can be classified in the following categories; interest rate risk, credit risk,

liquidity risk and capital management risk.

The Board has delegated to the Goodman (NZ) Limited Audit Committee the responsibility to review the effectiveness and efficiency of management processes, risk

management and internal financial controls and systems as part of their duties.

6 .1 Financial instruments

The following items in the Balance Sheet are classified as financial instruments: Advances to related parties, cash, interest receivable from related parties, borrowings and

interest payable. All items are recorded at amortised cost.

6.2 Interest rate risk

Interest rate risk is the risk that the value or future value of cash flows of a financial instrument will fluctuate because of changes in interest rates. The Board is responsible

for the management of the interest rate risk arising from the external borrowings.

To mitigate interest rate risk all advances to related parties have fixed interest rates receivable that match the fixed interest rates payable on borrowings.

76

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Issuer Limited

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Financial

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of GMT Bond

Issuer Limited

Notes to the financial statements (continued)
For the year ended 31 March 2020

6. Financial risk management (continued)

6.3 Credit risk

Credit risk is the risk of loss that arises from a counterparty failing to meet their contractual commitment in full and on time, or from losses arising from the change in value

of a trading financial instrument as a result of changes in credit risk of that instrument.

The Company’s exposure to credit risk is limited to cash and deposits held with banks and credit exposure for the advances to related parties.

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if applicable) or to historical information

about counterparty default rates. All financial assets are with Goodman Property Trust. Goodman Property Trust has been assigned a rating of BBB with a stable outlook by

Standard & Poor’s.

6.4 Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations from its financial liabilities. The Company’s approach to management of liquidity risk

is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or

risking damage to the Company’s reputation.

The following table outlines the Company’s financial liabilities by their relevant contractual maturity date. Values are the contractual undiscounted cash flows and include

both principal and interest where applicable.

$ millionYea r 1Yea r 2Yea r 3Yea r 4Yea r 5

Year 6

and later

Total

cash flows

Carrying

value

2020

Cash0.2–––––0.20.2

Financial assets – Advances to related parties117.713.5109.7106.2100.8–447.9405.0

Financial liabilities – Retail bonds(117.9)(13.5)(109.7)(106.2)(100.8)–(448.1)(405.2)

Tot a l––––––––

2019

Cash0.2–––––0.20.2

Financial assets – Advances to related parties19.7117.913.5109.7106.2100.8467.8405.0

Financial liabilities – Retail bonds(19.9)(117.9)(13.5)(109.7)(106.2)(100.8)(468.0)(405.2)

Tot a l––––––––

6.5 Capital management risk

The Company’s policy is to match the value, term and maturity of external borrowings to the value, term and maturity of advances made to related parties. This minimises

capital management risk for the Company.

77

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Issuer Limited

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Financial

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of GMT Bond

Issuer Limited

Notes to the financial statements (continued)
For the year ended 31 March 2020

6. Financial risk management (continued)

6.6 Fair value of financial instruments

The fair value of financial instruments has been estimated as follows:

$ millionFair value hierarchy

2020

2019

Related party receivablesLevel 2414.9421.1

Retail bondsLevel 1(414.9)(421.1)

For instruments where there is no active market, the Company may use internally developed models which are usually based on valuation methods and techniques generally

recognised as standard within the industry. Some of the inputs to these models may not be market observable and are therefore estimated based on assumptions.

The Company classifies its fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value

hierarchy has the following levels:

— Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

— Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from

prices).

— Level 3: Inputs for the asset or liability that are not based on observable market data (i.e. unobservable inputs).

The fair value of financial instruments classified as Level 2, being the related party receivables, is measured using the quoted prices of the retail bonds liability.

The level in the fair value hierarchy within which the fair value measurement is categorised is determined on the basis of the lowest input to the fair value measurement. If a

fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, the measurement is a Level 3 measurement.

The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the

transfer.

7. Equity

As at 31 March 2020, 100 ordinary shares had been issued for nil consideration (2019: 100 ordinary shares for nil consideration). All shares rank equally with one vote

attached to each share.

The Company has tangible assets of $0.2 million, and its net assets are nil. Consequently, the net tangible assets per bond at 31 March 2020 are nil (2019: nil).

78

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Financial

Statements

of GMT Bond

Issuer Limited

Independent auditor’s report
To the shareholder of GMT Bond Issuer Limited

79

GMT Bond

Issuer Limited

Annual Report

2020

Financial

Statements

of GMT Bond

Issuer Limited

We have audited the financial statements which comprise:

 the balance sheet as at 31 March 2020;

 the statement of profit or loss for the year then ended;

 the statement of changes in equity for the year then ended;

 the statement of cash flows for the year then ended; and

 the general information and notes to the financial statements, which include significant accounting policies.

Our opinion

In our opinion, the accompanying financial statements of GMT Bond Issuer Limited (the Company), present fairly, in all material respects, the financial position of the Company as at 31  March  2020,

its financial performance and its cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International

Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those

standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Company in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing

and Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Our firm carries out other services for the Company in the area of reporting to the supervisor. The provision of these other services has not impaired our independence as auditor of the Company.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. The entity obtains funding from the issue

of debt securities and then lends the proceeds to Goodman Property Trust at the same cost. Given the nature of the Company’s operations, we determined that there were no key audit matters to

communicate in our report.

Independent auditor’s report (continued)
To the shareholder of GMT Bond Issuer Limited

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Financial

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Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement.

Overall materiality: $1 97,000, which represents approximately 1% of interest expense.

We chose interest expense as the benchmark because, in our view, it is the benchmark against which the performance of the Company is most commonly measured by

users, and is a generally accepted benchmark.

As noted earlier, we have not identified any key audit matters from our audit given the nature of the entity. Refer to the Key audit matters section of our report.

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall materiality for the financial statements as a whole as set out above.

These,  together with qualitative considerations, helped us to determine the scope of our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements,

both  individually and in aggregate on the financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the financial statements and our application of materiality. As in all of our audits, we also addressed the risk of management

override of internal controls including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial statements as a whole, taking into account the structure of the Company,

the  accounting processes and controls, and the industry in which the Company operates.

Information other than the financial statements and auditor’s report

The directors are responsible for the annual report. Our opinion on the financial statements does not cover the other information included in the annual report and we do not express any form of

assurance conclusion on the other information.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the

financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained

prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Materiality

Audit Scope

Key audit

matters

Independent auditor’s report (continued)
To the shareholder of GMT Bond Issuer Limited

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Financial

Statements

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Issuer Limited

Responsibilities of the directors for the financial statements

The directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as

the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (NZ) and ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as

fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit 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 Company’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 Conclude on the appropriateness of the use of the going concern basis of accounting by the directors and, based on the audit evidence obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention

in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our auditor’s opinion. Our conclusions are based on the audit evidence

obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern

 Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.

 Communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control

that we identify during the audit.

 Provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence, and where applicable, related safeguards.

 Determine those matters, from the matters communicated with the directors, that were of most significance in the audit of the financial statements of the current period and are therefore the

key  audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine

that a matter should not be communicated in our auditor’s report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such

communication.

Independent auditor’s report (continued)
To the shareholder of GMT Bond Issuer Limited

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Financial

Statements

of GMT Bond

Issuer Limited

Who we report to

This report is made solely to the Company’s shareholder. Our audit work has been undertaken so that we might state those matters which we are required to state to them in an auditor’s report and

for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s shareholder for our audit work, for this

report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Richard Day.

For and on behalf of:

Chartered Accountants Auckland

27 May 2020

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El Kobar Units,

Highbrook

Business Park

The multi-unit

warehouse

development

was completed

in March 2020.

Contents

Corporate governance 84

Board and Management 92

team profiles

Investor relations 94

Glossary 96

Corporate directory 97

Corporate
governance

Introduction

Corporate governance is the system by which organisations are directed and managed. It

influences how an organisation’s objectives are achieved, how its risks are monitored and

assessed, and how its performance is optimised.

The Board has adopted an overall corporate governance framework that is designed to meet

best practice standards and recognises that an effective corporate governance culture is critical

to success.

At all times, the Board strives to achieve governance outcomes which effectively balance the

needs of GMT and GMT Bond Issuer Limited investors, regulators and the wider market.

The governance section of the Goodman Property Trust website contains all the relevant

policies, charters and other documents described in this report.

GMT and GMT Bond Issuer Limited

GMT is an NZX listed unit trust created by the Trust Deed and administered under the Financial

Markets Conduct Act 2013 (“FMCA”). Covenant Trustee Services Limited is the Trustee and

supervisor of GMT and is appointed to hold the assets of GMT on trust for Unitholders. The

Trustee has the rights and powers in respect of the assets of GMT it could exercise as if it was

the absolute owner of such assets, but subject to the FMCA and the rights given to the Manager

by the FMCA and the Trust Deed.

GMT Bond Issuer Limited is a wholly owned subsidiary of GMT and issuer of Goodman+Bonds.

Goodman+Bonds are debt securities listed on the NZDX. They are direct, secured, unsub-

ordinated, obligations of the issuer, ranking equally with debt owed to GMT’s main banking

syndicate. Public Trust is the Bond Trustee for Goodman+Bonds.

GMT Bond Issuer Limited has no activities other than those necessary or incidental to the

issuing of Goodman+Bonds and complying with its obligations at law.

Relationship with Goodman Group

Goodman Group is the Trust’s largest investor, owning approximately 21.4% of Units on issue at

31 March 2020.

It is also the Manager of the Trust through its wholly owned subsidiary, Goodman (NZ) Limited.

The Manager receives fees for the fund management, property services, development

management and other services it provides through Goodman (NZ) Limited and Goodman

Property Services (NZ) Limited. These fees are summarised on the website within the corporate

governance section.

Goodman Group’s cornerstone investment and management contract, which includes a market

leading performance fee structure, ensures close alignment of interests between Goodman

Group and other Unitholders.

Goodman Group holds no Goodman+Bonds.

NZX Corporate Governance Code

The following section assesses GMT’s corporate governance framework against the principles

and recommendations of the NZX Corporate Governance Code. A more detailed analysis

against the NZX Code is set out in the Corporate Governance Statement which can be found in

the governance section of the Goodman Property Trust website.

Principle 1 — Code of Ethical Behaviour

The highest standards of behaviour are expected from the Directors and employees of the

Manager. These expectations are formalised in the following policies, practices and processes.

Code of Conduct

This policy establishes the standards of ethical and personal conduct expected of Directors and

Employees. It is consistent with the wider corporate values of the Manager and compliance with

the policy is a condition of employment. Induction training and regular refresher sessions are

provided.

The policy specifically requires Directors and employees to act with honesty and integrity in a

professional and respectful manner, respecting confidentiality and in accordance with the law.

All stakeholders are to be treated fairly and individuals are expected to be transparent, declaring

and managing any conflicts of interest.

All Directors and employees are responsible for reporting unethical or corrupt behaviour and

the Manager will take whatever disciplinary action it considers appropriate in the circumstances,

including dismissal.

Financial Products Trading Policy

This policy reflects the insider trading provisions of the FMCA and strengthens those

requirements with additional compliance standards and procedures which Directors and

employees who wish to trade in GMT Units or Goodman+Bonds must comply with.

The Manager imposes trading windows through this policy as well as requiring written approval

of the CEO or Chairman prior to any trade.

Principle 2 — Board Composition & Performance

The Board works with Management to formulate and implement its strategy for the Trust,

monitoring its performance against set objectives. The Board also has the responsibility to

ensure business risks are appropriately identified and managed and that the statutory, financial

and social responsibilities of the Manager are complied with.

Board Charter

The Board Charter sets out the roles and responsibilities of the Board, while a statement of

investment policies and objectives provides the strategic framework.

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Corporate governance (continued)
To facilitate the effective execution of its responsibilities, the Board has developed a statement

of delegated authority for Management. This statement clarifies which matters are dealt with by

the Board and which matters are the responsibility of Management and includes areas such as

finance, corporate matters and property transactions.

A copy of the Board’s approved mandate and Board Charter can be found on the website within

the corporate governance section.

Board Composition

The Board of the Manager comprises seven Directors, with a majority being independent (as

defined in the Listing Rules). John Dakin, Gregory Goodman and Phil Pryke are not considered

independent due to their relationship with Goodman Group. The biographies of the Directors

can be found online at www.goodmanreport.co.nz.

The Board includes:

NameClassificationOriginal appointmentExpiry of current term

Keith SmithIndependent Director13 May 2004The date of the

annual meeting of

unitholders in 2022

Leonie FreemanIndependent Director11 October 2011The date of the

annual meeting of

unitholders in 2021

Susan PatersonIndependent Director11 April 2008The date of the

annual meeting of

unitholders in 2020

Peter SimmondsIndependent Director14 October 2010The date of

annual meeting of

unitholders in 2022

Gregory GoodmanNon-executive Director23 December 2003n/a

Phil PrykeNon-executive Director28 January 200428 February 2023

John DakinExecutive Director1 July 201230 June 2021

Directors have an average tenure of 12.3 years at 31 March 2020. They are encouraged to

undertake training to ensure they have the market knowledge and governance expertise to

perform their roles and duties. Any new director receives a comprehensive induction that

includes a tour of the Trust’s assets.

All Directors are appointed for three-year terms, after which they are eligible for

reappointment

(1)

. Independent Directors are appointed by Unitholders in the manner

described in the Trust Deed. As the Manager is a wholly owned subsidiary of Goodman Group,

appointment of non-independent directors is made by Goodman Group.

The Board of GMT Bond Issuer Limited replicates the Board of the Manager. A separate Board,

including separate Board meetings, is maintained to ensure the obligations of GMT Bond Issuer

Limited as the issuer of the Goodman+Bonds are met.

(1)

The exception is Gregory Goodman who has a standing appointment in his role as Group CEO of

Goodman Group.

Both entities have written agreements with each Director setting out the terms and conditions of

their appointment.

Diversity and inclusion

As an externally managed Unit Trust, GMT does not have any employees. The Directors and

staff are employed through Goodman (NZ) Limited and Goodman Property Services (NZ)

Limited, subsidiaries of Goodman Group.

A diversity and inclusion policy, specific to NZ Directors and employees was adopted in 2018.

It recognises that an inclusive and diverse culture provides a greater variety of views and ideas

that lead to better business outcomes. Under this policy, the Manager undertakes to measure

gender, ethnicity and age on a regular basis and to report progress against future targets.

The table below shows gender diversity as at 31 March 2020. Of the 66 employees and

directors included, 43.9% are female and 56.1% are male. The average employee has been with

Goodman for 7 years and is 39.1 years old. It is a team that includes 12 different ethnicities and

has speakers of 12 languages.

Gender diversity

Tot a l

persons

FemaleMale

201920202023201920202023

Board728.6%28.6%>40%71.4%71.4%<60%

Executive728.6%28.6%>40%71.4%71.4%<60%

Managerial1220.0%25.0%>35%80.0%75.0%<65%

Other staff4056.1%55.0%=50%43.9%45.0%=50%

The Chairman and the Chief Executive Officer

As recommended by the NZX Code, the roles of Chairman and Chief Executive Officer are

separated. This separation avoids concentrations of influence and increases accountability.

Keith Smith is the Chairman and John Dakin is the Chief Executive Officer of the Manager.

John  is also an Executive Director of the Manager.

Board Meetings

The Board typically meets in person five times a year, with one of those meetings focused on

business planning and strategy.

During the financial year to 31 March 2020 all seven Directors attended each Board meeting.

The 100% attendance record was also maintained in the 2019 financial year.

The Independent Directors are encouraged to meet separately when necessary and, in any

event, not less than once a year. They are also entitled to take independent legal advice at the

Manager’s expense should they believe it necessary to adequately perform their role.

Company Secretary

The company secretarial function is performed by Anton Shead, the Manager’s General

Counsel. Refer to page 93 for Anton’s biography.

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Principle 3 – Board Committees
The Board establishes committees to assist in the exercise of its functions and duties and to

ensure that all risks are effectively monitored and managed.

Audit Committee

The Audit Committee is a permanent committee which typically meets four times a year. As

at the date of this Report, the Audit Committee has a majority of Independent Directors and

comprises: Peter Simmonds (Chairman), Keith Smith, Leonie Freeman, Susan Paterson and

Phil  Pryke. Phil Pryke is the only Director on the Audit Committee who is not independent.

All members of the Audit Committee are non-executive Directors.

The Audit Committee operates under the terms of a formal charter, a copy of which is available

on the website within the corporate governance section. The duties and responsibilities of the

Audit Committee include the following:

ƒmonitoring the independence, ability and objectivity of the external auditor;

ƒensuring the Key Audit Partner (as defined in the Listing Rules) is changed every five years;

ƒreviewing the financial statements of GMT and GMT Bond Issuer Limited and overseeing the

auditing of those financial statements;

ƒreviewing and reporting to the Board on the appropriateness of GMT’s Financial Risk

Management policy;

ƒsetting the parameters for the internal audit programme, overseeing its implementation and

reviewing its outputs and recommendations; and

ƒoverseeing and advising on the Manager’s internal risk management programme.

Remuneration Committee

The NZX Code recommends that a Remuneration Committee be established to benchmark

remuneration packages for Directors and senior employees and that this be disclosed to

investors.

GMT has not followed this recommendation during the financial year ended 31 March 2020,

as its external management structure means that these costs are borne by the Manager and a

Remuneration Committee is not required.

In the interests of transparency and good governance the Manager has disclosed the basis

upon which the Goodman Group Remuneration and Nominations Committee determines the

packages payable to Directors and employees involved with its New  Zealand operations. This

disclosure is included under Principle 5 on page 87.

Nomination Committee

GMT’s Trust Deed gives Unitholders the right to nominate and appoint Independent Directors.

The Board, rather than a committee, manage the nomination and appointment process of any

new non-independent director. The Goodman Group Remuneration and Nomination Charter

applies to the extent relevant and should the Board decide to add a director (whether as the

result of a retirement or otherwise), then the Board may constitute a committee to consider that

appointment.

Other Committees

The Board may from time to time establish other committees for a specific purpose. The terms

of reference for each committee is agreed by the Board as part of the establishment process.

Examples include:

(a) Due Diligence Committee

The Board will establish a Due Diligence Committee to oversee and report to the Board on

any transaction of a significant size and/or complexity.

A Due Diligence Committee will usually include at least one Independent Director, relevant

external consultants and members of Management considered appropriate for the

transaction in question.

(b) Appointments Committee

The Board will, when it considers appropriate, constitute an Appointments Committee to

consider senior executive and director appointments and performance. An Appointments

Committee will usually include at least one Independent Director and other persons

considered appropriate.

Takeover protocol

The Board has approved a Takeover Response Manual, which establishes the procedure to be

followed if there is a takeover offer, including the establishment of an independent committee to

manage the response obligations.

Principle 4 — Reporting & Disclosure

A fully informed and efficient market builds investor confidence which ultimately contributes to

the investment performance of the Trust and its ability to raise capital.

The Manager is committed to keeping Unitholders, regulators and other stakeholders fully and

promptly informed of all material information. The Manager has policies and procedures that

govern the behaviour of the Directors and employees ensuring balanced and timely information

is provided to the market.

Continuous Disclosure Policy

The Manager has a Continuous Disclosure Policy which details the relevant legal requirements

and sets out the procedures put in place to ensure compliance with them.

Related Party Policy

The Manager believes that having a Board with a majority of experienced and strong

Independent Directors, effectively manages any related party issues or conflicts that could arise

with an external management structure.

A comprehensive Related Party Policy summarises the relevant restrictions contained in

the Listing Rules, the law and relevant contractual commitments, and how these issues are

managed. The Manager uses this policy as a tool to ensure that:

ƒManagement and the Board are properly briefed and educated on the relevant restrictions

and the processes put in place to ensure compliance with these restrictions; and

ƒUnitholders and the investment market recognise that the Manager deals with related party

issues in an appropriate, transparent and robust manner.

Corporate governance (continued)

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Other reporting
The Manager has extended GMT’s corporate reporting in recent years to provide a broader

overview of the business, explaining how the Trust creates long-term value for all its

stakeholders. It includes additional information about the Managers own-develop-manage

business model, the current investment strategy and achievements in the sustainability

programme.

Sixteen factors were identified as key drivers of the Trust’s success in a materiality survey

undertaken with a representative group of stakeholders in early 2018. The six most important

included, customer relationships, sustainable development, resilient property portfolio, capital

structure and financial results, along with health and safety. These six areas are the focus of

GMT’s corporate reporting.

Access to key governance documents

The governance section of the website, https://nz.goodman.com/who-we-are/corporate-

governance contains all the relevant policies, charters and other documents described in this

report including;

ƒThe Trust Deed of Goodman Property Trust

ƒThe Statement of Investment Policies and Objectives for Goodman Property Trust

ƒGoodman (NZ) Limited Audit Committee Charter

ƒGoodman Property Trust Fee Summary

ƒGoodman (NZ) Limited Board Charter

ƒGoodman (NZ) Limited Board Mandate

ƒCode of Conduct

ƒCorporate Governance Statement 2019

ƒFinancial Products Trading Policy

ƒGoodman (NZ) Limited Diversity Policy

ƒContinuous Disclosure Policy

ƒRelated Party Policy

Together with the Trust Deed of GMT Bond Issuer Limited (including the Supplemental Trust

Deeds).

Principle 5 — Remuneration

GMT’s external management structure means that the Trust does not have any Directors or

employees of its own.

The remuneration of the Directors and employees are direct costs of Goodman (NZ) Limited

and Goodman Property Services (NZ) Limited respectively. The expense is a cost of managing

GMT, a service for which these entities receive fees. For these reasons, during the financial

year ended 31 March 2020, GMT has not complied with the NZX Code recommendations for

issuers to have a remuneration policy and to recommend Director remuneration to Unitholders

for approval.

A breakdown of the fees paid by GMT in FY20 is provided in Note 9 of the Financial Statements,

page 58.

In the interests of transparency and good governance the Manager has disclosed the basis

upon which the Goodman Group Remuneration and Nominations Committee determines the

packages payable to Directors and employees involved with its New  Zealand operations. This

detail is provided with the consent of the Directors and the Chief Executive Officer.

Directors remuneration

Directors of Goodman (NZ) Limited are paid fees that reflect the responsibility of governing the

Trust and implementing a strategy that creates value for its investors. The level of remuneration

is regularly benchmarked against other comparable companies.

Directors were entitled to fees, including fees for Due Diligence Committee matters, as set out

below. None of the Directors are paid performance related fees relating to their directorships.

DirectorRole

2020

$

2019

$

Keith SmithChairman, Independent Director158,500155,000

Peter SimmondsChairman Audit Committee,

Independent Director100,000100,000

Susan PatersonIndependent Director90,00090,000

Leonie FreemanIndependent Director90,00090,000

Phil PrykeNon-executive Director90,00090,000

Greg GoodmanNon-executive Director––

John DakinExecutive Director––

The Chairman receives $155,000 per annum, the Chairman of the Audit Committee $100,000

per annum and each other Director $90,000 per annum. In addition, Directors are paid

$300 per hour for time spent in relation to Due Diligence Committee matters.

Greg Goodman and John Dakin are remunerated by way of salary for their executive roles and

are not paid any additional remuneration for their positions as Directors on the Board.

Chief Executive Officer and employee remuneration

The remuneration of the CEO and other employees is designed to attract and retain the most

talented and effective individuals. Packages include a base salary, together with short-term and

long-term incentive components.

A summary of key remuneration principles is set out below:

ƒthe basis of remuneration is local market referenced base salary, reviewed annually;

ƒemployees may be awarded short term incentives in the form of discretionary cash bonuses,

subject to GMT, Goodman Group and personal achievement of financial and operational

targets;

ƒall employees can participate equally in two long term incentive plans designed to maximise

long-term alignment with Unitholders of GMT (“NZ LTIP”) and Securityholders of Goodman

Group (“Goodman Group LTIP”);

Corporate governance (continued)

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Corporate governance (continued)
ƒthe NZ LTIP, performance rights are issued which give employees the right to acquire, for nil

consideration, Goodman Property Trust units subject to the satisfaction of hurdles assessed

over specific three-year testing period timeframes. GMT units awarded are sourced from

units held by Goodman Group or purchased on market by Goodman Group . GMT does not

issue any new units in relation to the NZ LTIP;

ƒunder the Goodman Group LTIP, performance rights are issued which give employees the

right to acquire, for nil consideration, stapled securities of Goodman Group subject to the

satisfaction of hurdles assessed over specific three-year testing period timeframes; and

ƒfor both LTIP schemes, an employee is required to remain employed for a five-year period

from the initial granting to be eligible to receive all the awards that meet performance hurdles.

Employees automatically receive life cover and salary continuance insurance and for those that

are participating, KiwiSaver contributions of 3% are made.

The remuneration of the CEO, including the nature and amount of each major element, is shown

below. All amounts are in New  Zealand dollars.

Chief Executive Officer’s Short-Term Remuneration

Salary

$

Bonus

$

KiwiSaver

$

Tot a l

$

31 March 2020432,692625,00032,2501,089,942

31 March 2019413,654500,00027,900941,554

Chief Executive Officer’s Short-Term Remuneration

Goodman Group LTIPN Z LT I P

Performance

Rights Granted

Number

Performance

Rights Vesting

Number

Performance

Rights

Granted Number

Performance

Rights Vesting

Number

31 March 2020100,000121,229825,898720,372

31 March 2019125,00099,431961,750574,649

(1)

Bonus paid in the year ended 3 1 March 2020 related to GPSNZ’s year ended 30 June 201 9. Bonus paid in

the year ended 3 1 March 201 9 related to GPSNZ’s year ended 30 June 2018.

More than 80% of the CEO’s total remuneration is performance based and therefore at risk.

On average, other executives have around 65% of their total remuneration at risk. For the year

ended 3 1 March 2020 the ratio between the average base salary paid to an employee and the

Chief Executive Officer was 1 to 4.9.

Participation in long term incentive plans

For the year ended 3 1 March 2020 the NZ LTIP awarded employees a total of 2,884,654  GMT

units with a market value of $5.3 million on the date of vesting. The Goodman Group LTIP

awarded employees a total of 507,71 1 GMG securities with a market value of NZ$7.7  million

on  the date of vesting.

(1)

As at 31 March 2020 under both LTIP schemes employees held performance rights some of

which had completed their three-year testing period and met some or all of the performance

hurdles (“Tested performance rights”). These performance rights will vest to employees over the

next three years subject to continuing employment and limited other circumstances. In addition,

employees hold performance rights which have not yet reached the end of their three-year

testing period (“Untested performance rights”).

Total performance rights held by employees at 31 March 2020 are summarised below:

NZ

LT I P

Goodman Group

LT I P

Tested performance rights 3,210,339562,527

Untested performance rights11,734,7211,501,535

Total performance rights held14,945,0602,064,062

Principle 6 — Risk Management

The Manager maintains a risk management framework for GMT that includes regular reporting

to both the Audit Committee and the Board and the undertaking of an annual risk assessment

f o r G M T.

The Board has the overall responsibility for ensuring that risk is managed effectively. This

includes consideration of all strategic, operational, financial and compliance risks. The Audit

Committee reviews the effectiveness of the risk management process.

Risk register

The register identifies the material risks to the business, assessing the impact and likelihood

of each risk along with the steps taken to mitigate possible adverse impacts. Customer,

environmental, financial, human, health and safety, regulatory and reputational impacts are all

considered.

The Manager’s businesses risk function facilitates the annual review of the risk register in

conjunction with senior management. Existing risks are reassessed, and new risks considered

during the review.

Financial risk management policy

The policy reflects the Board’s approach to managing financial risks. It includes policies, controls

relating to:

ƒLiquidity risk

ƒInterest rate risk

ƒForeign exchange risk

ƒCounterparty credit risk

ƒOperational risk

This policy is reviewed by the Board annually.

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Corporate governance (continued)
Health and Safety

The health, safety and wellbeing of employees, customers, contractors and the wider

community is a business priority.

Since the introduction of the Health and Safety at Work Act 2015 the Manager has worked

closely with staff and contractors to develop a culture of greater safety awareness. The

emphasis on proper processes, vigilance and personal responsibility is consistent with the aim

of being free of serious harm accidents.

Detailed reporting, including trend analysis, is provided to the Board on a regular basis and used

to identify and mitigate future health and safety risks.

There were no serious harm accidents recorded in the last financial year.

Principle 7 — Auditors

The Audit Committee ensures the quality and independence of the external audit process.

The Committee ensures the annual audit is carried our independently and without impairment

maintaining the credibility and reliability of the Trust’s financial reporting.

Annual meeting attendance

The Manager also requires the external auditors to attend the annual meeting to answer

Unitholders’ questions about the conduct of the audit, as well as the preparation and content of

the independent auditor’s report.

Internal audit

The Audit Committee approves the annual internal audit programme. The scope of the internal

audit programme varies from year to year depending on the outcome of the risk assessment

review described in Principle 6.

The service is performed by Goodman Group with its engagement approved by the Trust’s

supervisor and the Independent Directors.

Principle 8 — Unitholder Rights & Relations

The Board and Manager encourage investor engagement and facilitate this through regular

communication and meeting opportunities. The Manager’s investor relations resource is

responsible for delivering this programme. It typically includes:

ƒAn annual meeting

ƒInvestor open days

ƒPeriodic newsletters

ƒAnnual reports

ƒLive webcasts of the interim and annual result presentations

ƒRegular institutional investor and analyst meetings

ƒNational road show presentations

ƒInvestor briefings

The investor relations section of the website is the repository of important information about

GMT and GMT Bond Issuer Limited. It includes, NZX releases, financial result and meeting

presentations, reports and newsletters, and distribution histories. It also allows investors to view

current prices and link to the Registrar to check their holding, update details and download forms.

Investors have the option of receiving communication in printed or electronic format and live

webcasting is provided for the annual meeting and financial result presentations.

A dedicated toll-free investor line is also available for any investment related queries,

0800 000 656 (+64 9 375 6073 from outside New  Zealand).

Annual meeting of Unitholders

The Trust Deed requires an annual meeting of Unitholders every year. The Board encourages

the participation of Unitholders at these meetings to ensure accountability and familiarity with

the objectives of its investment strategy.

The next annual meeting is to be held on 22 July 2020.

Further details will be contained in the Notice of Meeting, which is expected to be distributed

on or around 23 June 2020. This timing is consistent with the NZX requirement of being at least

28  days ahead of the meeting.

Voting on resolutions is done by poll and online proxy voting is provided for investors unable to

attend. Unitholders have one vote per unit they hold.

Other statutory and listing rule disclosures

NZX Waivers

NZX has granted waivers to GMT and GMT Bond Issuer at various times, some of which have

been relied upon by GMT and GMT Bond Issuer Limited during the year ended 31 March 2020.

GMT

On 6 May 201 9, NZX granted GMT waivers from various Listing Rules, set out below. GMT was

granted waivers by the NZX from the equivalent provisions of the Listing Rules, which applied

before 1 January 2020, in decisions dated 21 April 2005 and 18 October 2010.

1. NZX granted GMT waivers from various governance requirements in Listing Rules 2.2,

2.3, 2.4, 2.7 and 2.8 to the extent that these rules would apply to GMT’s non-Independent

Directors. As GMT is a managed investment scheme, the governance requirements and

processes to be followed by issuers of Equity Securities (in receiving nominations and the

appointment and duration of that appointment of a Director), are not readily applicable to

GMT’s governance structure. The effect of the waivers from Listing Rules 2.2, 2.3, 2.4, 2.7

and 2.8 is that the governance processes of the Board of the Manager remains consistent

with how it was governed before the waivers were granted. The waivers from Listing Rules

2.2, 2.3, 2.4, 2.7 and 2.8 have been granted on the condition that GMT complies with those

Listing Rules in respect of the Manager’s Independent Directors, and GMT having a Non

Standard (NS) designation in accordance with Listing Rule 1.1 8.1.

2. NZX granted GMT a waiver from Listing Rule 2.10 to the extent that Directors of the

Manager are “interested” in transactions that the Manager is entering for the purposes

of the day-to-day management of GMT, solely due to those Directors being a Director of

the Manager. Without this waiver, the Directors of the Manager could be deemed to be

“interested” in every decision relating to the investments by GMT due to the relationship

between the Manager, GMT and Unitholders, with the Directors therefore unable to vote

on  these decisions. The waiver from Listing Rule 2.10 has been granted on the condition that

any Director abstain from voting on any transactions entered into by the Manager on behalf

of GMT with another entity in respect of which the Director would be otherwise “interested”.

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3. NZX granted GMT a waiver from Listing Rules 2.1 1 and 2.12. The effect of the waivers from
Listing Rules 2.1 1 and 2.12 is that the remuneration of the Directors of the Manager is not

required to be approved by Unitholders, as the remuneration is paid out of the fees the

Manager is entitled to in relation to its role as manager of GMT under the Trust Deed, and

which has been approved by Unitholders. The waivers from Listing Rules 2.1 1 and 2.12 are

granted on the following conditions:

(a) all of the Manager’s Directors’ remuneration is paid directly from the income of the

Manager;

(b) the income of GMT cannot directly be applied in satisfaction of Directors’

remuneration; and

(c) the Manager discloses in its annual report the income it has earned in respect of its

management of GMT for the prior financial year.

4. NZX granted GMT a waiver from Listing Rule 2.20.1(a)(i) to the extent that this rule requires

Rules 2.2.1 and 2.8.1 to be incorporated by reference into the Trust Deed of GMT, which

GMT has been granted waivers from, discussed above. The effect of this waiver is  to  ensure

there is consistency between the waivers granted and the contents of the Trust  Deed.

5. NZX granted GMT a waiver from Listing Rule 4.2.2 permitting the issue of Units (on a

perpetual basis) to the Manager as consideration for the Manager’s performance fee

(“Performance Fee Units”) under the terms of the Trust Deed, without the annual approval

of Unitholders. The waiver from Listing Rule 4.2.2 has been granted on the following

conditions:

(a) that any Performance Fee Units would be issued to the Manager in accordance with

the terms of the Trust Deed, as approved by Unitholders at GMT’s annual meeting on

2 August 2011;

(b) the terms and effect of this waiver are disclosed in any Offering Document distributed

or registered in respect of an offer of Units during the period in which this waiver is

relied upon; and

(c) the number and price of Performance Fee Units issued to the Manager is disclosed in

each annual report during the period in which those Units are issued.

GMT Bond Issuer

No waivers were relied upon during the period.

A complete copy of the waivers provided by NZX can be found at www.nzx.com under the

GMT  code.

Summary of recent Trust Deed amendments

During the period from 1 April 2019 to 31  March  2020, GMT’s Trust Deed was amended by

supplemental deed with effect from 1 5 May 2019. The amendments to the Trust Deed, as

approved by the Manager and the Supervisor, were made so that the Trust Deed complies

with  the updated NZX Listing Rules dated 1 January 2019, as well as other minor amendments

for consistency.

A copy of the supplemental deed which amended GMT’s Trust Deed is available on the

Corporate Governance section of the Goodman Property Trust Website at www.goodman.

com/nz. It is also available on the Disclose Register accessible on the Companies Office website

(https://www.companiesoffice.govt.nz/disclose).

Register of Directors’ holdings as at the Balance Date (to 31 March 2020)

The table below shows all relevant interests of Directors in Units and Goodman+Bonds under

the FMCA, which include legal and beneficial interests in Units.

DirectorUnits

Goodman+

Bonds

Keith Smith (Chairman)

(1)

462,654150,000

Leonie Freeman

(2)

173,750Nil

Susan Paterson

(3)

329,060Nil

Peter Simmonds

(4)

201,741Nil

Gregory GoodmanNilNil

Phil PrykeNilNil

John Dakin

(5)

1,516,605Nil

(1)

Keith holds a beneficial interest in 378,460 GMT units through The Selwyn Trust. He is also a trustee of

that trust. Keith has an interest as a trustee only (i.e. no beneficial interest) in a further 84,194 units, through

being trustee of The Gwendoline Trust. Keith also has a beneficial interest in 150,000 GMB020 Bonds

held by Gwendoline Holdings Limited.

(2)

Leonie holds her GMT units through the Wave Trust of which she is a trustee and beneficiary.

(3)

Susan holds her GMT units through the SM Taylor Family Trust of which she is a trustee and beneficiary.

(4)

Peter holds his GMT units through the Simmonds Family Trust of which he is a trustee and beneficiary

(with the exception of 40,505 units which he holds personally).

(5)

John holds his units through the SGH Investment Trust of which he is a trustee and beneficiary.

Corporate governance (continued)

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Other Disclosures for GMT Bond Issuer Limited
Interests register

GMT Bond Issuer Limited is required to maintain an interests register in which the particulars of

certain transactions and matters involving the Directors must be recorded. The interests register

is available for inspection on request.

Specific disclosures of interests

During the financial period, GMT Bond Issuer Limited did not enter into any transactions in which

its Directors had an interest. Accordingly, no disclosures of interest were made.

Indemnity and insurance

In accordance with section 1 62 of the Companies Act 1 993 and its constitution, GMT Bond

Issuer Limited has provided insurance for, and indemnities to, Directors for losses from actions

undertaken in the course of their duties. The insurance includes indemnity costs and expenses

incurred to defend an action that falls outside the scope of the indemnity. The cost of such

insurance has been certified as fair by the Directors of GMT Bond Issuer Limited. Particulars

have been entered in the interests register pursuant to section 1 62 of the Companies Act 1 993.

Use of company information by Directors

No member of the Board issued a notice requesting to use information received in his or her

capacity as a Director which would not have otherwise been available to that Director.

Donations

GMT Bond Issuer Limited did not make any donations during the financial period.

Audit fees

All audit fees and fees for other services provided by PricewaterhouseCoopers are paid by GMT.

Directors’ disclosure

During the year ended 31 March 2020, Directors’ disclosed interest or cessation of interest

(indicated by (C)), in the following entities pursuant to section 1 40 of the Companies Act 1 993.

Gregory Goodman

Goodman Australia Investments No.2 Pty Limited

Goodman Australia Investments Pty Limited

Goodman Custodian Pty Limited

Goodman JV Holdings (Aust) Pty Limited

Riding Boundary Pty Limited

Susan Paterson

Cambridge Creamery Limited (C)

Wondermins Limited (C)

Eroad Limited

Keith Smith

Westland Dairy Company Limited (C)

Corporate governance (continued)

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Keith Smith
Chairman and Independent Director

Keith is a professional director. He was

previously a partner in the Chartered

Accountancy practice of BDO. Keith is

the Deputy Chairman of The Warehouse

Group Limited, having been involved since

its establishment in 1982. He is also a

Director of Mercury NZ Limited and Sky

Network Television Limited. Keith also holds

board positions for a number of private

companies in the motor vehicle, finance and

health industries, and is a past President

of the Chartered Accountants Australia

New  Zealand. Keith has been on the Board

for  15 years.

John Dakin

Chief Executive Officer and Executive Director

John is responsible for all aspects of

Goodman Group’s New  Zealand business

including the management of Goodman

Property Trust. With an industrial portfolio

valued at $3.1 billion and a market

capitalisation of around $3.0 billion it is the

NZX’s largest listed property entity. John has

been the CEO of Goodman NZ for 17 years

and prior to this he held senior roles in the

United Kingdom, Australia and New  Zealand.

His career has included asset management,

investment management, property and

corporate transactions, research and

valuation. He is a member of the Goodman

Group Operations Committee, a Director

of Goodman (NZ) Limited, the current

National President of the Property Council

of  New  Zealand and a Champion For Change

advocate.

Leonie Freeman

Independent Director

Leonie is the CEO of the Property Council.

Prior to this she has been an entrepreneur,

business futurist and speaker who has broad

experience across a range of property

disciplines having held senior development,

property management, strategic and

education roles. Her 30-year career has also

included the establishment of RealENZ.co.nz

in 1996 (later renamed realestate.co.nz), a

successful property consultancy business as

well as the purchase, transformation and sale

of a large property management business

in 2007. She spent eight years holding

senior and advisory positions with local

and central government – either in strategic

property advice or troubleshooting public

sector development projects. In October

2016 she launched a philanthropic and

independent initiative with the sole purpose

of solving Auckland’s housing crisis – called

thehomepage.nz. Leonie is a Life Member of

the Property Institute. She achieved first class

honours in her Masters of Commerce Degree

and has previously held board positions with

the New  Zealand Institute of Valuers, the

Massey University Property Foundation and

Government Property Services. Leonie has

been on the Board for nine years.

Susan Paterson

Independent Director

Susan has been a professional director since

1996. She has a Bachelor of Pharmacy and

practised as a pharmacist before moving

into management roles in New Zealand and

the United Kingdom. Susan completed an

MBA at London Business School and was

a strategy consultant for the Boston based

Index Group across Europe and the USA .

She chairs Steel and Tube and Theta Ltd, with

other Board positions including the Reserve

Bank, Electricity Authority, Arvida Group

Ltd, Les Mills Holdings Limited, Eroad, and

Sky TV. She has been an external monetary

policy advisor to the Governor of the Reserve

Bank. Past directorships include Airways

(Chair), Transpower NZ, Abano, St Cuthbert’s

College, the NZ Eco Labelling Trust, Housing

New Zealand and Ports of Auckland. Susan

was made an Officer of the New  Zealand

Order of Merit in 2015 for services to

corporate governance. Susan has been on

the  Board for 12 years.

Peter Simmonds

Independent Director

Peter’s career has spanned over 30 years,

with extensive experience in the listed

property sector as a senior executive. He is a

qualified chartered accountant and was one of

the founders of Kiwi Property Group Limited

(formerly Kiwi Income Property Trust) where

he served as Chief Financial Officer for over

ten years. From 2004 to 2008, he was Chief

Financial Officer of GNZ where he had overall

responsibility for the financial management

of Goodman Property. Peter has been on the

Board for nine  years.

Gregory Goodman

Non-executive Director

Gregory is the Chief Executive Officer of

Goodman Group and is responsible for its

overall operations and the implementation

of its strategic plan. He has over 30 years

of experience in the property industry

with significant expertise in the industrial

property arena. Gregory was a co-founder

of Goodman Group, playing an integral role

in establishing its specialist global position

in the property market through various

corporate transactions, including takeovers,

mergers and acquisitions. He is a director

and/or a representative on other subsidiaries,

management companies and partnerships of

the Goodman Group. Greg has been on the

Board for 16 years.

Phillip Pryke

Non-executive Director

Phillip is a Director of Goodman Group

and a Director of Carbine Aginvest Ltd. His

previous roles include former Deputy Chair

of Contact Energy Ltd, Director of Northridge

Partners Pty Ltd , Vice President of EDS,

Chief Executive of Nextgen Networks, Chief

Executive Officer of Lucent Technologies

Australia Pty Limited and New  Zealand Health

Funding Authority, and a Member of the Treaty

of Waitangi Fisheries Commission. Phillip has

been on the Board for 16 years.

Board of

Directors

Board and Management team profiles

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John Dakin
Chief Executive Officer and Executive Director

John is responsible for all aspects of

Goodman Group’s New  Zealand business

including the management of Goodman

Property Trust. With an industrial portfolio

valued at $3.1 billion and a market

capitalisation of around $3.0 billion it is

the NZX’s largest listed property entity.

John has been the CEO of Goodman NZ

for 17 years and prior to this he held senior

roles in the United  Kingdom, Australia and

New  Zealand. His career has included asset

management, investment management,

property and corporate transactions,

research and valuation. He is a member of

the Goodman Group Operations Committee,

a Director of Goodman (NZ) Limited, the

current National President of the Property

Council of  New  Zealand and a Champion For

Change advocate.

Andy Eakin

Chief Financial Officer

Andy’s role as Chief Financial Officer involves

managing the finance and associated activities

of Goodman Property Trust and Goodman’s

New  Zealand operations. Andy has over

25 years’ experience in finance roles and has

worked in Ireland, Scotland and New Zealand.

Before joining Goodman in March 201 1, Andy

was Group Reporting Manager at Fonterra

and prior to Fonterra he worked at Landco

Limited and PricewaterhouseCoopers.

Kimberley Richards

Director – Investment Management

and Capital Transactions

Kimberley is the Director of Investment

Management and Capital Transactions,

responsible for the acquisitions and disposals

of GMT and Goodman NZ. She has 15 years’

experience and previously worked in London

for Europa Capital covering transactions

across Northern Europe. Kimberley holds

a Bachelor of Commerce and a Bachelor

of Property from the University of Auckland

as well as a Masters in Real Estate Finance

from the University of Cambridge, United

Kingdom.

James Spence

Director – Investment Management (GMT)

James is the Director of Investment

Management for GMT, responsible for

overseeing the investment decisions of

GMT and heading up the property team.

He  joined Goodman in 2006 and held

various  roles within the New Zealand

business  before moving to Europe with

Goodman in 2011. During his time in Europe,

James was responsible for managing

Goodman wholesale funds and leading its

capital transaction programme. James holds

a degree in Property from the University  of

Auckland as well as a Graduate Diploma

in Applied Finance from Kaplan Education

in  Australia.

Mandy Waldin

Marketing Director

As Marketing Director, Mandy is responsible

for branding, advertising and corporate

communications across all Goodman

business activities in New  Zealand. Mandy

has over 20 years’ experience in brand

development and marketing, holding various

senior management positions, including

launching LG Electronics into NZ. She was

co-owner and director of a marketing

& graphic design company where she

developed and implemented communication

strategies for various NZX listed companies

including Auckland Airport, Port of Tauranga

and Trustpower. Mandy started with Goodman

in 2010.

Jonathan Simpson

Head of Corporate Affairs

Jonathan is Head of Corporate Affairs

for Goodman in New  Zealand. He has

responsibility for investor relations, corporate

communications and managing sustainability

initiatives including the Goodman Foundation.

He has around 25  years of experience in the

property and capital markets, with the last

16 at Goodman. Jonathan has previously

held positions with the Property Council of

New  Zealand and the  Investment Property

Databank in the United Kingdom.

Anton Shead

General Counsel and Company Secretary

Anton is responsible for the provision of

legal and compliance support to the business.

Anton has over 20 years’ legal experience.

Prior to joining Goodman, Anton worked

for Bell Gully. Anton has also worked for

international law firm Herbert Smith LLP in

its London office, Carey Olsen, a specialist

corporate law firm in the Channel Islands

and Buddle Findlay.

Michael Gimblett

General Manager – Development

As General Manager Development, Michael is

responsible for all development activities for

Goodman. Since joining Goodman in 2005,

Michael has held a number of roles including

acquisition, portfolio management and

development management. With 20 years’

experience in the property industry, Michael

has a proven track record of driving success

in a variety of areas and has also formed solid

relationships both internally and externally.

Management

team

Board and Management team profiles (continued)

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Investor
relations

Introduction

Ensuring Unitholders and Bondholders are well informed and easily able to manage their

investment is a key priority of the Manager’s investor relations team. Regular meetings and

communications, its website and a dedicated toll-free contact number provide investors with

the  means to make informed decisions.

Investor centre

The website, www.goodman.com/nz, enables Unitholders and Bondholders to view information

about their investment, download investor forms, check current prices and view publications

and announcements.

Reports

For Unitholders and Bondholders who elect to receive printed copies, the Annual and Interim

Reports are typically mailed around June and December of each year respectively.

Unitholder distribution

The Trust typically pays its distributions quarterly in the third month that follows each quarter.

For example, the distribution for the March 2020 quarter will be paid in June 2020.

Bondholder interest payments

Interest is paid semi-annually, each year, until redemption. No dividends or distributions have

been paid by GMT Bond Issuer Limited.

Helpline

The Manager has a dedicated toll-free number, 0800 000 656 (+64 9 375 6073 from outside

New Zealand), which will connect Unitholders and Bondholders directly with the investor

relations team who will assist with any queries.

Registrar

Computershare Investor Services Limited is the registrar with responsibility for administering

and maintaining the Trust’s Unit and Bond Registers.

If you have a question about the administration of your investment, Computershare can be

contacted directly:

ƒby phone, on their toll-free number 0800 359 999

(+64 9 488 8777 from outside New  Zealand);

ƒby email, to enquiry@computershare.co.nz; or

ƒby mail, to Computershare Investor Services Limited, Private Bag 92119, Auckland 1142.

Complaints procedure

As a financial service provider registered under the Financial Service Providers (Registration

and Dispute Resolution) Act 2008, the Manager is a member of an approved dispute resolution

scheme (registration number FSP36542).

Complaints may be made to the Manager or through the financial dispute resolution scheme.

Contact details of both are included in the corporate directory at the end of this document.

Top 20 Unitholders

As at 2 May 2020

Rank Holder Name

Number of

units held

% of total

issued units

1

Goodman Investment Holdings (NZ) Limited 296,560,508 21.4 0

2

HSBC Nominees (New  Zealand) Limited 125,748,276 9.07

3

Citibank Nominees (New Zealand) Limited 73,176,936 5.28

4

Accident Compensation Corporation 68,990,370 4.98

5

FNZ Custodians Limited 66,907,876 4.83

6

HSBC Nominees (New  Zealand) Limited

A/C State Street

59,922,724 4.32

7

JPMorgan Chase Bank NA NZ Branch

– Segregated Clients Acct

57,215,457 4 .13

8

Investment Custodial Services Limited 44,051,412 3 .18

9

Forsyth Barr Custodians Limited 42,979,163 3 .10

10

BNP Paribas Nominees (NZ) limited 32,391,844 2.34

11

New Zealand Depository Nominee Limited 23,496,716 1.70

12

ANZ Wholesale Trans-Tasman

Property Securities Fund

20,330,280 1.47

13

BNP Paribas Nominees (NZ) limited 17,022,928 1.23

14

Tea Custodians Limited Client Property Trust Account 14,379,372 1.04

15

JBWere (NZ) Nominees Limited 12,667,238 0.91

16

Custodial Services Limited 12,132,134 0.88

17

BNP Paribas Nominees (NZ) limited 10,834,754 0.78

18

Custodial Services Limited 10,211,643 0.74

19

ANZ Wholesale Property Securities 9,780,213 0.71

20

Mint Nominees Limited 9,100,784 0.66

Units held by top 20 Unitholders 1,007,900,628 72.73

Balance of Units held 377,890,677 27.27

Total of issued Units 1,385,791,305 100.00

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Unitholder Distribution
As at 2 May 2020

Unitholding Range

Number of

Unitholders

Number of

Units

1 to 9,999 3,26716,053,040

10,000 to 49,999 4,90910 8 , 0 74 ,18 5

50,000 to 99,999 71446,910,044

100,000 to 499,999 44379,584,239

500,000 to 999,999 3119,585,490

1,000,000 and above 491,115 , 5 8 4 , 3 0 7

Tot a l 9,4131,385,791,305

Substantial Unitholders

As at 3 1 March 2020

It is a requirement of the Financial Markets Conduct Act 2013

(1)

that each listed issuer

makes available the following information in its Annual Report.

Unitholder

Number of

Units Held

(2)

Goodman Investment Holdings (NZ) Limited 262,447,211

(3)


Goodman Limited 262,447,211

(3)


Accident Compensation Corporation 58,295,875

(1)

The numbers of Units listed above are as at 3 1 March 2020 according to disclosures made under section

280(1)(b) of the Financial Markets Conduct Act 2013 and (prior to 1 December 2014) notices received

under  section 26 of the Securities Markets Act 1988. As these disclosures and notices are required

to be filed only if the total holding of a Unitholder changes by 1% or more since the last notice filed, the

numbers noted in this table may differ from those shown in the list of top 20 Unitholders. The list of top 20

Unitholders is shown as at 2 May 2020, rather than 3 1 March 2020.

(2)

The total number of Units on issue as at 3 1 March 2020 was 1,385,791,305.

(3)

Due to the breadth of the definition of ‘Substantial Product Holder’ in the Financial Markets Conduct Act

2013 and the nature of Goodman Group’s corporate structure, the list above requires Goodman Group’s

holding in GMT to be shown through multiple entities each holding differing (i.e. legal or beneficial)

interests. The total holding of Goodman Group as at 3 1 March 2020 is 296,560,508 Units.

Bondholder Distribution

As at 2 May 2020

GMB020

Number of

Bondholders

Number of

Bonds

1 to 9,999 159941,000

10,000 to 49,999 79414,675,000

50,000 to 99,999 1146,340,000

100,000 to 499,999 508,038,000

500,000 to 999,999 64,235,000

1,000,000 and above 1965,771,000

Tot a l 1,142100,000,000

GMB030

Number of

Bondholders

Number of

Bonds

1 to 9,999 171947,000

10,000 to 49,999 64211,350,000

50,000 to 99,999 1096,656,000

100,000 to 499,999 446,878,000

500,000 to 999,999 95,674,000

1,000,000 and above 1768,495,000

Tot a l 992100,000,000

GMB040

Number of

Bondholders

Number of

Bonds

1 to 9,999 1596,000

10,000 to 49,999 1442,995,000

50,000 to 99,999 291,758,000

100,000 to 499,999 204,203,000

500,000 to 999,999 74,364,000

1,000,000 and above 2386,584,000

Tot a l 238100,000,000

GMB050

Number of

Bondholders

Number of

Bonds

1 to 9,999 31164,000

10,000 to 49,999 1863,494,000

50,000 to 99,999 271,710,000

100,000 to 499,999 172,722,000

500,000 to 999,999 85,388,000

1,000,000 and above 1886,522,000

Tot a l 287100,000,000

Investor relations (continued)

95

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

This is

Goodman

Ye a r i n

review

Property

portfolio

Corporate

responsibility

and

sustainability

Financial

results

Other

information

Glossary
96

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

$ and cents

New  Zealand currency.

Associated Person

has the meaning given to that term in the Listing

Rules.

ASX

ASX Limited or any market operated by it, as the

context requires.

Balance Date

3 1 March 2020.

Board

the Board of Directors of the Manager and GMT

Bond Issuer Limited.

Bondholder

a person whose name is recorded in the register as

a holder of a Goodman+Bond.

Cash earnings

Cash earnings is a non-GAAP measure that

assesses free cash flow, on a per unit basis, after

adjusting for certain items. Calculation of GMT’s

cash earnings is set out on page 29.

CEO

the Chief Executive Officer of the Manager.

Chairman

the Chairman of the Board of the Manager.

Co-ownership Agreement

the agreement of that name between the Manager,

Goodman Property Aggregated Limited, the

Trustee, Goodman Funds Management Limited

as responsible entity of GIT, Tallina Pty Limited as

trustee of Penrose Trust, and Trust Company Limited

as custodian of Tallina Pty Limited, dated 1 April

2004 as amended by the Restructuring Agreement

between the same parties dated 7 March 2005,

relating to the buying, selling and holding of property

by the Trust and Goodman Group in 50/50  shares.

CPU or cpu

cents per unit.

Disclose Register

the Disclose Register is a register for offers of

financial products and managed investment

schemes under the Financial Markets Conduct

Act  201 3.

Director

a director of the Manager and GMT Bond Issuer

Limited.

GIC

the sovereign wealth fund of Singapore.

GIT

Goodman Industrial Trust and its controlled entities,

as the context requires.

GL

Goodman Limited and its controlled entities, as the

context requires.

GMB

GMT Bond Issuer Limited, a wholly owned

subsidiary of Goodman Property Trust.

Goodman

means Goodman (NZ) Limited as the Manager

of  the Trust.

Goodman Group or GMG

means GL, GIT and Goodman Logistics (HK)

Limited, operating together as a stapled group.

Where either GL, GIT or and Goodman Logistics

(HK) Limited is party to a contract or agreement or

responsible for an obligation or liability, without the

other, all references to Goodman Group as concerns

that contract, agreement or responsibility shall be to

that party alone.

Goodman+Bond or Bond

a bond issued by GMB.

GPSNZ

Goodman Property Services (NZ) Limited.

Independent Director

has the meaning given to that term in the Listing

Rules which, for the Manager are those persons

listed on the following page.

Listing Rules

the Listing Rules of NZX from time to time and ‘LR’ is

a reference to any of those rules.

Management

the senior executives of the Manager.

Manager or GNZ

the manager of the Trust, Goodman (NZ) Limited.

NTA

net tangible assets.

NZ IAS

New  Zealand equivalents to International Accounting

Standards.

NZ IFRS

New  Zealand equivalents to International Financial

Reporting Standards.

NZDX

the New  Zealand debt market operated by NZX.

NZX

means NZX Limited.

NZX Code

means the NZX Corporate Governance Code 201 9.

Operating Earnings

Operating earnings are a non-GAAP financial

measure included to provide an assessment of the

performance of GMT’s principal operating activities.

Calculation of operating earnings are as set out in

GMT’s Profit or Loss statement.

Registrar

the unit registrar for GMT and Goodman+Bond

registrar for GMB which, at the date of this Annual

Report, is Computershare Investor Services Limited.

sqm

square metres.

Total Unitholder Return

GMT’s stock market performance including unit

price appreciation and distributions paid.

Trust Deed

the GMT trust deed dated 23 April 1 999, as

amended from time to time.

Trust or GMT

Goodman Property Trust and its controlled entities,

including GMB, as the context requires.

Trustee

the trustee of the Trust, Covenant Trustee Services

Limited.

Unitholder or unitholder

any holder of a Unit whose name is recorded in the

register.

Unit or unit

a unit in GMT.

WPH or Wynyard Precinct

Wynyard Precinct Holdings Limited, the joint venture

between GMT and GIC, the sovereign wealth fund

of Singapore.

Business
directory

97

Goodman

Property Trust

Annual Report

2020

GMT Bond

Issuer Limited

Annual Report

2020

This is

Goodman

Ye a r i n

review

Property

portfolio

Corporate

responsibility

and

sustainability

Financial

results

Other

information

Manager of Goodman Property Trust

Goodman (NZ) Limited

Level 2, 18 Viaduct Harbour Avenue

Auckland 1010

PO Box 90940

Victoria Street West

Auckland 1142

Toll free: 0800 000 656 (within New  Zealand)

Telephone: +64 9 375 6060 (outside New  Zealand)

Email: info-nz@goodman.com

Website: www.goodman.com/nz

Issuer of Goodman+Bonds

GMT Bond Issuer Limited

Level 2, 18 Viaduct Harbour Avenue

Auckland 1010

PO Box 90940

Victoria Street West

Auckland 1142

Toll free: 0800 000 656 (within New  Zealand)

Telephone: +64 9 375 6060 (outside New  Zealand)

Email: info-nz@goodman.com

Website: www.goodman.com/nz

Complaint procedure

Financial Dispute Resolution Service

Freepost 231075

PO Box 2272

Wellington 6140

Toll free: 0508 337 337 (within New  Zealand)

Telephone: +64 4 910 9952 (outside New  Zealand)

Email: enquiries@fdr.org.nz

Auditor

PricewaterhouseCoopers

PwC Tower

188 Quay Street

Private Bag 92162

Auckland 1142

Telephone: +64 9 355 8000

Facsimile: +64 9 355 8001

Registrar

Computershare Investor

Services Limited

Level 2, 159 Hurstmere Road

Takapuna

Private Bag 92119

Auckland 1142

Toll free: 0800 359 999 (within New  Zealand)

Telephone: +64 9 488 8777 (outside New  Zealand)

Facsimile: +64 9 488 8787

Email: enquiry@computershare.co.nz

Legal Advisors

Russell McVeagh

Level 30, Vero Centre

48 Shortland Street

PO Box 8

Auckland 1140

Telephone: +64 9 367 8000

Facsimile: +64 9 367 8163

Trustee and Supervisor for

Goodman Property Trust

Covenant Trustee Services Limited

Level 6, Crombie Lockwood Building

191 Queen Street

PO Box 4243

Auckland 1140

Telephone: +64 9 302 0638

B o n d Tr u s t e e

Public Trust

Level 9

34 Shortland Street

PO Box 1598

Shortland Street

Auckland 1140

Toll free: 0800 371 471 (within New  Zealand)

Telephone: +64 9 985 5300 (outside New  Zealand)

Facsimile: 0800 371 001

Directors of Goodman (NZ) Limited

and GMT Bond Issuer Limited

Chairman and Independent Director

Keith Smith

Independent Directors

Leonie Freeman

Susan Paterson ONZM

Peter Simmonds

Executive Director

John Dakin

Non-executive Directors

Gregory Goodman

Phillip Pryke

Management Team of Goodman (NZ)

Limited and GMT Bond Issuer Limited

Chief Executive Officer

John Dakin

Chief Financial Officer

Andy Eakin

General Counsel and Company Secretary

Anton Shead

Director Investment Management

James Spence

General Manager Development

Michael Gimblett

Director Investment Management

and Capital Transactions

Kimberley Richards

Head of Corporate Affairs

Jonathan Simpson

Marketing Director

Mandy Waldin

goodman.com/nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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