GMT Managed Investment Scheme Annual Report

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 Managed Investment Scheme Annual Report
Date
26 July 2021
Release
Immediate

The 2021 Annual Report of Goodman Property Trust was released on 13 May 2021.
The report contained all the information that the Trust is required to provide to its
security holders under the NZX Listing Rules.
As a managed investment scheme, under the Financial Markets Conduct Act, Goodman
Property Trust is required to produce a second annual report in a format consistent with
that Act.
An electronic copy of this second report has been registered on Disclose and is
provided to the NZX as an attachment to this announcement.
For further information please contact:
John Dakin
Chief Executive Officer
Goodman (NZ) Limited
(021) 321 541

Andy Eakin
Chief Financial Officer
Goodman (NZ) Limited
(021) 305 316


About Goodman Property Trust:
GMT is an externally managed unit trust, listed on the NZX. It has a market capitalisation of around $3.4 billion, ranking it
in the top 20 of all listed investment vehicles. The Trust is New Zealand’s leading warehouse and logistics space
provider. It has a substantial property portfolio, which had a value of $3.8 billion at 31 March 2021. The Trust also holds
an investment grade credit rating of BBB from S&P Global Ratings.

The Manager of the Trust is Goodman (NZ) Limited, a subsidiary of the ASX listed Goodman Group. Goodman Group is
a $55 billion sp ecialist global manager of warehouse and logistics real estate.

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Goodman Property Trust
Annual Report 2021
Managed
Investment
Scheme

8
Contact details
and complaints
This Annual Report has been prepared for the purposes
of the Financial Markets Conduct Regulations 2014 and is
distinct from the Annual Report prepared in compliance
with  the NZX Listing Rules.
1
Details of
the Scheme
Description of
the Scheme
Information on
composition of
the Scheme
2
Changes relating
to the Scheme
3
Financial condition
and performance
of the Scheme
4-6
Fees
6
Scheme
property
7
Changes to
persons involved
in the Scheme
How to find
further information
Goodman Property Trust | Managed Investment Scheme Annual Report 2021
Contents

The scheme is the Goodman Property Trust
(“Scheme” or “GMT”) which is a managed
investment scheme for the purposes of
the Financial Markets Conduct Act 2013
(“FMCA”).
The Manager of the Scheme is Goodman
(NZ) Limited (“GNZ”) and the Supervisor is
Covenant Trustee Services Limited.
A Product Disclosure Statement has not
been prepared for the Scheme as no
regulated offers of units have been made
pursuant to the FMCA.
The Scheme’s latest financial statements
and the auditor’s report for those
statements  were lodged with the Registrar
on  26 July 2021.
Units in the Scheme are listed on the NZX
with the code of GMT.
This Annual Report covers the accounting
period from 1 April 2020 to 31 March 2021.
The number of managed investment
products,  being units in the Scheme, (“Units”)
on  issue at the start of the accounting period
was 1,385,791,305.
The number of Units on issue at the end of
the accounting period was 1,391,227,995.
The Scheme owns, develops and manages
commercial property and business real
estate space located in New Zealand.
The Scheme is a unit trust established on
23  April 1999 under the Unit Trusts Act 1960.
Goodman Property Trust | Managed Investment Scheme Annual Report 2021
1
Details of
the Scheme
Description of
the Scheme
Information on
composition of
the Scheme

Material changes to the nature of the Scheme, the Scheme property, or the management of the
Scheme over the accounting period are as follows:
Statement of Investment
Policies and Objections
(“SIPO”)
There have been no amendments to the
SIPO  during the period from 1 April 2020
to  31  March 2021.
Trust Deed
During the period from 1 April 2020 to
31  March  2021, GMT’s Trust Deed was
amended by supplemental deed with
effect  from 28 May 2020.
The amendments to the Trust Deed, as
approved by the Manager and the Supervisor,
were made to rectify the inconsistencies
identified in the explanatory memorandum
to approve matters including amendments
to the performance fee clauses in the
Trust Deed, particularly the “Unitholder
Return” and “Benchmark Index” (being
the peer performance comparison for the
determination of the performance fee) not
being calculated on a like-for-like basis,
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 at
www.companiesoffice.govt.nz/disclose.
Related party transactions
During the period 1 April 2020 to 31 March
2021 there was no change to the nature and
scale of related party transactions.
There were no related party transactions that
were not on arm’s-length terms.
Further details of the related party fees
paid by GMT to Goodman (NZ) Limited and
Goodman Property Services (NZ) Limited
(“GPSNZ”) can be found in the financial
statements for GMT which have been lodged
with the Registrar.
During the period from 1 April 2020 to
31 March 2021 there have been no material
changes to:
(a) “terms of offer”; and
(b) “valuation and pricing methodologies”
in  relation to GMT.
Goodman Property Trust | Managed Investment Scheme Annual Report 2021
2
Changes relating
to the Scheme

The continued execution of an investment strategy focused on the supply-constrained
Auckland industrial market has contributed to another strong operating result.
Highlights include:
+
Statutory profit of $648.9 million before tax
(including significant investment property
valuation gains of $560.0 million), up 128.2%
on FY20.
+
23.0% increase in net tangible assets, from
172.7 cents per unit at 31 March 2020, to
212.5  cents per unit at 31 March 2021.
+
Operating earnings
1
of $114.9 million before
tax, an increase of 4.7% from FY20.
+
Cash earnings
2
of 6.40 cents per unit and
cash distributions of 5.30 cents per unit,
reflecting a payout ratio of 82.8%.
+
Substantial balance sheet capacity, with a
loan to value ratio
3
of 19.2% and $339 million
of available liquidity at 31 March 2021.
+
$250.1 million of development work in
progress (total project cost) at 13 May 2021.
+
$83 million of strategic acquisitions, with the
purchase of properties adjoining the Trust’s
Mt Wellington and Savill Link estates.
+
Over 146,500 sqm of new leasing (13.4% of
the portfolio), with an average occupancy rate
across the portfolio of 99% during the year.
As at 31 March 2021 the Scheme had total
current assets of $11.9 million, total non-
current assets of $3,819.6 million and total
liabilities of $862.3 million (net assets of
$2,969.2 million).
Total comprehensive income for the 12 month
period to 31 March 2021 was $631.7 million,
and total distributions relating to the period to
Unitholders were $78.3 million, representing
5.64  cents per Unit.
Total comprehensive income for the 12 month
period to 31 March 2020 was $261.9 million,
and total distributions relating to the period to
Unitholders were $89.4 million, representing
6.65  cents per Unit.
Total distributions of at least 5.5 cents per
Unit are expected to be paid for the 12 month
period to 31 March 2022.
You can find a copy of the Scheme’s
financial statements, including information
on distributions made by the Scheme on the
Disclose register at www.companies.govt.nz/
disclose, scheme number SCH11225.
Further information on the financial result is
provided in GMT’s Annual Report at:
www.goodmanreport.co.nz.
1
Operating earnings is 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.
2
Cash earnings is a non-GAAP financial measure that assesses underlying cashflows, on a per unit basis, after adjusting for certain
items. The calculation is set out on page 54 of GMT’s Annual Report 2021.
3
Loan to value ratio is a non-GAAP financial measure used to assess the strength of GMT’s balance sheet. The calculation is set out in
note 2.6 of GMT’s financial statements.
Goodman Property Trust | Managed Investment Scheme Annual Report 2021
3
Financial condition
and performance of
the Scheme

The following fees and expenses were charged in respect of the Scheme in dollars and as a
percentage of the Scheme’s net assets for the 12 month period to 31 March 2021.
Fees and Expenses Description
Value
($ million)
% of
Scheme’s
net  assets
1

Valuation fees 0.80.03
Trustee fees 0.40.01
Auditor’s fees 0.30.01
Other costs 1.50.05
Fees/expenses charged by other persons 3.00.10
Manager’s base fee13.40.45
Manager’s performance fee
2
13.70.46
Property management fees3.30.11
Leasing fees1.20.04
Acquisition and disposal fees0.80.03
Minor project fees0.20.01
Development management fees2.70.09
Fees charged by the Manager and its associated persons35.31.19
Total Fees and Expenses38.31.29
1
The net assets of the Scheme as at 31 March 2021 were $2,969.2 million.
2
Used to subscribe for new Units in accordance with the provisions of GMT’s Trust Deed.
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.
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.
Goodman Property Trust | Managed Investment Scheme Annual Report 2021
4
Fees

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.
The issue price for these units is equal to the
higher of market price and the net asset value
per Unit.
At 31 March 2021 there was no carry
forward (2020: $89.5 million) to include
in the calculation to determine whether a
performance fee is payable in future periods.
Property management fees
Property management fees are paid to
Goodman Property Services (NZ) Limited
(“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 to GPSNZ
for services provided to manage capital
expenditure projects for stabilised properties.
Development management fees
Development management fees are
paid to GPSNZ for services provided to
manage capital expenditure projects for
developments.
Reimbursement of expenses
for services provided
Certain services are provided by GPSNZ
in lieu of using external providers. Fees and
expenses can only be charged to GMT by the
Manager and GPSNZ in accordance with the
terms of the service arrangements and/or the
GMT Trust  Deed.
Any change to the service arrangements and
the GMT Trust Deed requires the approval of
the Supervisor (or in certain circumstances,
Unit  holders) and would be advised to Unit
holders via the NZX.
For more information in respect to the
Fees, please refer to the Scheme’s financial
statements, on the Disclose register at
www.companies.govt.nz/disclose, scheme
number SCH11225.
A summary of the fees payable can be found
in the corporate governance section of the
GMT website, www.goodman.com/nz.
Goodman Property Trust | Managed Investment Scheme Annual Report 2021
5
Fees(continued)

Changes to fees and expenses
Fees and expenses charged by unrelated
third parties for valuation, trustee, audit and
other services are charged at a market rate
and subject to change as contracts are
renewed or changed.
The calculation of the Manager’s base fee
and performance fee are set out on page  4.
This fee structure has been previously
approved by Unitholders and can only be
amended with Unitholder approval.
Property services fees, including property
management fees, leasing fees, acquisition
and disposal fees, minor project fees and
development management fees are charged
in accordance with the terms of contracts
agreed with the Manager’s Independent
Directors and approved by GMT’s external
trustee and supervisor, Covenant Trustee
Services Limited. The tenor of these
contracts varies depending on the services
provided but any new contract requires the
approval of the GMT’s external trustee and,
if the quantum of the fees payable under that
contract exceed the threshold in the NZX
listing rules, the Unitholders of GMT.
In order to ensure that all fees are set
at appropriate levels, the Independent
Directors  of the Manager arranges for
the fees to be reviewed biennially by an
independent third party.
The table below summarises the assets of the Scheme, it is extracted from the balance sheet
as  at 31 March 2021 and 31 March 2020:
$ million 20212020
Non-current assets
Investment property
3,789.33,074.0
Other assets–0.7
Derivative financial instruments30.375.1
Total non-current assets 3,819.63,149.8
Current assets
Debtors and other assets
8.98.0
Derivative financial instruments–1.6
Cash3.09.0
Total current assets11.918.6
Total assets3,831.53,168.4
Goodman Property Trust | Managed Investment Scheme Annual Report 2021
6
Scheme property
Fees(continued)

There have been no changes to persons involved in the Scheme during the accounting period.
Copies of documents relating to the Scheme,
such as the Trust Deed, SIPO and the annual
financial statements are available on the
Disclose register at www.companies.govt.nz/
disclose, scheme number SCH11225.
You have the right, free of charge and during
normal office hours, to inspect that part of
the Unit register that relates to your Units on
giving 5 working days’ notice to the Manager.

You also have the right, free of charge, on
giving 5 working days’ notice to the Manager
and during normal office hours, to inspect
a copy of the Trust Deed, SIPO and annual
financial statements at the Manager’s
registered office, which is located at  Level 2,
18 Viaduct Harbour Avenue, Auckland 1010.
Alternatively, you can obtain a copy free of
charge by writing to us at PO Box 90940,
Auckland 1142.
Goodman Property Trust | Managed Investment Scheme Annual Report 2021
7
Changes to
persons involved
in the Scheme
How to find
further information

Manager
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
Helpline
The Manager has a dedicated toll free
number, 0800 000 656 (+64 9 375 6073
from outside New Zealand), which will
connect Unitholders directly with the
investor  relations team who will  assist
with  any queries.
Trustee and Supervisor
Covenant Trustee Services Limited
Level 6, Crombie Lockwood Building
191 Queen Street
PO Box 4243
Auckland 1140
Telephone: +64 9 302 0638
Registrar
Computershare Investor
Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Private Bag 92119
Victoria Street West
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
Complaints
Complaints may be made to the Manager
or  Supervisor.
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).
Financial Dispute Resolution
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

There will be no fee charged to any
complainant in connection with investigation.
Goodman Property Trust | Managed Investment Scheme Annual Report 2021
8
Contact details
and complaints

Goodman Property Trust | Managed Investment Scheme Annual Report 2021

www.goodman.com/nz

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

26 July 2021

[Unitholder]
[Address 1]
[Address 2]
[Address 3]
[Address 4]

Dear Security Holder
Goodman Property Trust (“GMT” or “Trust”)
Financial Markets Conduct Act – Reporting Requirements
The 2021 Annual Report of Goodman Property Trust was released on 13 May 2021.
The report contained all the information that the Trust is required to provide to its
security holders under the NZX Listing Rules.
A small number of security holders elected to receive a printed copy of this report
while many more chose to view it online at www.goodmanreport.co.nz.
As a Managed Investment Scheme, under the Financial Markets Conduct Act, GMT
is required to produce a second annual report in a format consistent with that Act. An
electronic copy of this second report has been registered on Disclose and provided to
the NZX.
Security Holders have the right to receive, by mail and free of charge, a printed
report. If you wish to receive a copy of this 12-page document, please tick the box
below and return this letter in the re-sealable envelope it was mailed in.


I/we would like to receive a printed copy of the 2021 Managed
Investment Scheme Annual Report for Goodman Property Trust.

Please contact our registrar if you have any questions about the Managed
Investment Scheme Annual Report. You can contact Computershare by email
enquiry@computershare.co.nz or by telephone 0800 359 999 (+64 9 488 8777 from
outside New Zealand).
Yours faithfully,

Keith Smith
Chair