Strong operating result with 4.8% growth in cash earnings
1
nzx release+
GMT delivers strong operating result with 4.8% growth in cash earnings
Date 28 May 2024
Release Immediate
Goodman Property Trust (GMT or Trust) today announced its results for the year
ended 31 March 2024.
The disciplined execution of an investment strategy exclusively focused on the Auckland
industrial property market has continued to support strong operating results. While GMT has
recorded a statutory loss, Internalisation and other initiatives have positioned it for the next
phase of its business growth.
Key results include:
+ A 9.3% increase in operating earnings,
1
to $121.4 million after tax
+ A 4.8% increase in underlying cash earnings
2
to 7.44 cents per unit and a 5.1% increase
in cash distributions, to 6.2 cents per unit
+ Guidance for FY25 is for further growth in cash earnings to around 7.5 cents per unit and
cash distributions of 6.5 cents per unit, a 4.8% increase on 6.2 cents per unit
+ A statutory loss of $564.9 million after tax (including one-off costs of $275.5 million
relating to the Internalisation and fair value losses resulting from independent property
valuations), compared to a loss of $135.4 million in FY23
+ Net tangible assets of 201.4 cents per unit
+ Substantial balance sheet capacity, with a loan to value ratio
3
of 31.5% and $760 million
of available liquidity at 31 March 2024
+ The completion of four fully leased development projects providing 79,452 sqm of
warehouse and logistics space, with $209.7 million of work in progress (total project cost)
+ Positive leasing results with 141,284 sqm of space secured on new or revised terms,
which together with recent rent reviews has contributed to like-for-like net property
income growth of 6.5%.
+ Portfolio occupancy of 99.5% and a weighted average lease term of six years.
RESULT SNAPSHOT
The locational advantages and productivity benefits of GMT’s urban logistics portfolio have
contributed to significant revenue and earnings growth.
Chief Executive Officer, James Spence said, “We have achieved our leasing targets over
the last 12 months and have continued to refine the portfolio, progressing development
projects and investing in new building technologies to meet customer demand for greater
efficiency, supply chain resilience and more sustainable property solutions.”
Underlying cash earnings increased 4.8% to 7.44 cents per unit, consistent with guidance.
Distributions increased by a similar percentage to 6.2 cents per unit, reflecting a pay-out
ratio of around 83%.
1
Operating earnings is a non-GAAP financial measure included to provide an assessment of the performance of GMT’s principal
operating activities. The calculation is set out in GMT’s Statement of Comprehensive Income and in note 3.1 of the financial
statements.
2
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 and underlying cash earnings is set out on page 25 of the 2024 Annual Report.
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.
2
Cash earnings guidance for FY25 is for further growth to around 7.5 cents per unit, despite
the headwinds created by the removal of tax deductions for building depreciation. Cash
distributions of 6.5 cents per unit are expected to be paid, a 4.8% increase on FY24.
James Spence said, “The strength of this year’s operating result and positive guidance for
FY25 demonstrates the resilience and agility of our business in more challenging market
conditions.
Over the last 12 months we have internalised, refined our governance practices, and
progressed our sustainability programme, initiatives that demonstrate the continued
evolution of our business.”
While the operating performance of the Trust has been very strong, a 9.5% reduction in the
fair value of the property portfolio and the one-off cost of Internalisation have contributed to
a statutory loss of $564.9 million after tax.
James Spence said, “The reduction in property values over the last 12 months reflects the
impact of higher interest rates on investment yields. We take a longer-term view on value
creation and note that a net $670 million of fair value gains from property valuations have
been recognised in GMT’s statutory results over the last five years.”
Further information is provided in the FY24 Annual Report, which was released today. A
copy has been provided to the NZX as an attachment to this announcement and is available
online at: https://bit.ly/3t80ciJ
A standalone FY24 Sustainability Report (compliant with the new Aotearoa New Zealand
Climate Standards) will be released in late July 2024. The report will include further
information around our emissions reduction strategy, how this is integrated into our business
activities and the progress we have made toward our climate goals.
INTERNALISATION CREATES GREATER OPPORTUNITY
James Spence said, “Internalisation of GMT’s management is the most significant event of
the year, it provides GMT with a more contemporary corporate structure that enables us to
grow in a more capital efficient manner.”
Internalisation will allow GMT to pursue wider business opportunities including the
establishment of a funds management platform. The successful execution of this strategy is
expected to support annualised cash earnings growth of between 5% and 7% over the
medium term.
More immediate benefits of the Internalisation are lower operating expenses and greater
alignment.
CUSTOMER DEMAND
While the economy has slowed and customer demand is moderating, the positive leasing
dynamic created by a highly constrained industrial market has continued to support strong
revenue growth.
Market rents for prime industrial space have increased and the potential reversion to market
within the portfolio remains substantial at around 23%.
4
James Spence said, “Net property income has grown to over $200 million, with rent reviews
and new leasing contributing to growth of 6.5% on a like-for-like basis.
The significant under-renting within the portfolio is also expected to drive future earnings
growth, as rents are reviewed to market levels and new leases are secured at these higher
rates.”
The rapid growth in demand for well-located and operationally efficient distribution facilities
that occurred during the pandemic is also returning to more typical levels. With earlier
customer pre-commitments creating a large development workbook, the volume of activity
currently being undertaken by GMT remains significant.
James Spence said, “Four fully leased projects with a current value of almost $370 million
have completed over the last 12 months and we have another three projects nearing
completion.
4
As assessed by independent valuers at 31 March 2024
3
Expected to achieve a 5 Green Star Built rating, these highly sustainable property solutions
are improving the quality of the portfolio and contributing to GMT’s growing rental
cashflows.”
A pipeline of greenfield sites and value-add properties within the portfolio provide future
opportunity. These sites are expected to support the development of almost 400,000 sqm
of urban logistics space over the next 10 to 15 years.
DISCIPLINED CAPITAL MANAGEMENT
Earlier asset sales and prudent financial management have facilitated the acceleration in
GMT’s development programme over recent years.
The Trust has a loan to value ratio of 31.5% and committed gearing of 32.1% at year end.
It is a conservative setting (well below the 50% maximum allowed under GMT’s Trust Deed
and debt facility covenants) that provides operational flexibility and substantial balance
sheet resilience.
James Spence said, “Recent treasury initiatives have extended GMT’s bank facilities to $1.4
billion. The additional liquidity provides funding capacity to cover upcoming bond maturities
and the early repayment of GMT’s US Private Placement notes following Internalisation.”
At 31 March 2024, GMT’s debt facilities were 65.8% drawn, had a weighted average term
to expiry of 3.2 years, and were 70% hedged for the next 12 months.
FUTURE FOCUSED
James Spence said, “A long-term view has always guided our investment decision making.
Understanding the key structural trends that are driving customer demand for warehouse
and logistics space has delivered strong operating results and positioned our business for
sustainable growth. Internalisation provides the framework for even greater things.
While the economic outlook is uncertain and downside risks remain, we are confident that
our disciplined financial management and focus on the Auckland industrial market will
continue to deliver positive outcomes for our stakeholders.”
For additional information please contact:
James Spence Andy Eakin
Chief Executive Officer Chief Financial Officer
Goodman Property Services (NZ) Limited Goodman Property Services (NZ) Limited
(021) 538 934 (021) 305 316
Attachments provided to NZX:
1. Goodman Property Trust and GMT Bond Issuer Limited Annual Report 2024
2. GMT’s 2024 Annual Result Presentation
3. NZX Annual Result Announcement
About Goodman Property Trust:
GMT is a managed investment scheme, listed on the NZX. It has a market capitalisation of around $3.4 billion,
ranking it in the top 15 of all listed investment entities. The Trust is New Zealand’s leading warehouse and
logistics space provider. It has a substantial property portfolio, with a value of $4.5 billion at 31 March 2024.
The Trust also holds an investment grade credit rating of BBB from S&P Global Ratings.
---
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
–
–
–
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
̶
̶
+
+
+
+
+
+
+
+
̶
+
̶
̶
̶
+
+
+
+
+
+
+
+
+
---
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
Reporting Period 12 months to 31 March 2024
Previous Reporting Period 12 months to 31 March 2023
Currency New Zealand dollars
Amount (000s) Percentage change
Revenue from continuing operations 244,100 14.2%
Total revenue 244,100 14.2%
Net profit/(loss) from continuing operations ($564,900) 317.2%
Total net profit/(loss) ($564,900) 317.2%
Dividend
Amount per Quoted Equity Security $0.01550000
Imputed amount per Quoted Equity Security n/a
Record Date 5 June 2024
Dividend Payment Date 19 June 2024
Current period Prior comparable
period
Net tangible assets per Quoted Equity
Security
2.014 $2.452
A brief explanation of any of the figures
above necessary to enable the figures to be
understood
Customer demand has supported strong
operating results, while one-off costs
associated with the Internalisation and fair
value losses following independent
valuations have impacted statutory profit.
Authority for this announcement
Name of person
authorised to make this
announcement
Andy Eakin
Contact person for this announcement Andy Eakin
Contact phone number (021) 305 316
Contact email address andy.eakin@goodman.com
Level 2, 18 Viaduct Harbour Avenue, Auckland | PO Box 90940, Victoria Street West, Auckland 1142
Tel +64 9 375 6060 | www.goodman.com/nz
Date of release through MAP
28 May 2024
Note
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.
---
GMT BOND ISSUER LIMITED
ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST
ANNUAL REPORT 2024
GREAT IS
WHAT WE DO
FROM HERE
GOOD IS
HAVING A
FRAMEWORK
FOR THE FUTURE
This document comprises the Annual Reports of
Goodman Property Trust and GMT Bond Issuer
Limited for the year ended 31 March 2024 and
contains the information required to be disclosed
pursuant to the NZX Listing Rules.
The report includes non-GAAP financial
measures that may not be calculated in a
manner consistent with other entities. Please see
the Financial Results section of this report for
more information on how these are calculated.
FINANCIAL HIGHLIGHTS 2
CHAIR’S REPORT 4
MANAGEMENT REPORT 8
PROPERTY PORTFOLIO 14
INDUSTRY WEIGHTING 15
WORLD CLASS DEVELOPMENT 16
GOOD TO GREAT — TIMELINE 18
EXECUTIVE TEAM 20
FINANCIAL RESULTS 23
FIVE YEAR RESULTS 26
FINANCIAL STATEMENTS
GOODMAN PROPERTY TRUST 29
GMT BOND ISSUER LIMITED 75
OTHER INFORMATION
CORPORATE GOVERNANCE 90
BOARD OF DIRECTORS 101
INVESTOR RELATIONS 102
GLOSSARY 104
BUSINESS DIRECTORY 105
CONTENTS
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
FINANCIAL
HIGHLIGHTS
CDP CLIMATE CHANGE SCORE
Leadership status maintained in 2023
A-
23
NET PROPERTY INCOME
14.7% increase in rental revenue
$203.1m
UNDERLYING CASH EARNINGS
4.8% growth from 7.10 cpu
7. 4 4 c p u
OPERATING EARNINGS AFTER TAX
Corresponding 9.3% increase
$121.4m
CASH DISTRIBUTIONS
5.1% increase in distributions declared
6.2 cpu
LOSS AFTER TAX
Including a (9.5%) valuation movement
($564.9m)
NET TANGIBLE ASSET BACKING
At 31 March 2024
201.4 cpu
LOAN TO VALUE RATIO
Debt covenant maximum of 50%
31.5%
GMT’s $4.5 billion urban logistics portfolio
features strategically located, sustainably
designed, energy-efficient and actively
managed properties that meet the business,
health and wellbeing needs of our customers.
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 202423
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
Customer demand for greater productivity,
supply chain resilience and more sustainable
property solutions has supported strong
operating results, while one-off costs
associated with the Internalisation and fair
value losses following independent valuations
have impacted statutory profit.
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
45
FUTURE
FOCUSED
CHAIR’S REPORT
John Dakin
Chair, Goodman Property Services
(NZ) Limited
Customer demand for well-located warehouse
and logistics space has continued to support
strong operating results while changes to the
corporate structure have positioned GMT
for the next phase of its business growth.
With high barriers to entry limiting competition, the
disciplined execution of an investment strategy
exclusively focused on the Auckland industrial property
market has contributed to the strong growth in
underlying cash earnings.
While a slowing economy and wider macro risks have
moderated business confidence and investor sentiment,
the locational advantages and productivity benefits
of GMT’s urban logistics portfolio have contributed to
significant revenue and earnings growth.
Internalisation, governance changes and new
sustainability initiatives during the year have further
enhanced GMT. These refinements demonstrate
our commitment to building a responsible, long-term
business that delivers positive outcomes for all our
stakeholders. With a more contemporary corporate
structure, the right investment strategy, and committed
people, GMT is future focused.
Earnings and distribution growth
The additional revenue from new development completions
and positive leasing results has outweighed the impact of
higher interest costs, contributing to a 7.2% increase in
operating earnings before tax, to $135.6 million.
Additional tax deductions relating to GMT’s development
activity, new leasing on the stabilised portfolio, and a change
to diminishing value for building depreciation (ahead of the
expected removal of these tax deductions from FY25)
reduced the effective tax rate to 10.5%.
With less tax to pay, there has been a 9.3% increase
in operating earnings after tax, to $121.4 million.
When assessing underlying operating performance, cash
earnings is our preferred measure. The non-GAAP metric
adjusts GMT’s operating earnings for certain items including
capital expenditure related to building maintenance. It is a
proxy for free cashflow, with the full calculation set out on
pa ge 25.
Underlying cash earnings increased 4.8% to 7.44 cents
per unit, consistent with our guidance for the year. Cash
distributions relating to FY24 have increased by a similar
percentage to 6.2 cents per unit.
Cash earnings guidance for FY25 is for further growth, to
around 7.5 cents per unit, despite the headwinds created
by the removal of tax deductions for building depreciation.
Cash distributions of 6.5 cents per unit are expected to be
paid, a 4.8% increase on FY24.
Statutory financial performance
While the underlying operating performance of the Trust has
been extremely pleasing, the FY24 financial result includes
the one-off cost of internalising and fair value losses following
independent valuations of its property portfolio. These items
contribute to a statutory loss after tax of $564.9 million, with
a corresponding 17.9% reduction in net tangible assets, to
201.4 cents per unit.
Using the proceeds received in connection with the
Internalisation to subscribe for new units in GMT, Goodman
Group continues as a highly supportive business partner.
The 9.5% reduction in portfolio value over the last 12 months
reflects moderating investor sentiment, with high interest
rates impacting investment yields. Industrial property market
fundamentals remain strong and the full value impact of the
80 bps softening in GMT’s weighted average capitalisation
rate (to 6.0%) has been partly offset by positive leasing results
and continued growth in market rents.
A sustainable business is resilient,
agile, flexible, and innovative.
That’s why we’re continuously
refining everything we do.
Greater flexibility creates new opportunities
Internalisation of GMT’s management is a significant milestone
in the evolution of our business. The change to GMT’s
corporate structure received overwhelming support from
Unitholders, with 99.9% voting in favour at the Special Meeting
on the 26 March 2024.
It’s a positive change that will shape the future direction of our
business.
Retaining all the benefits of the global Goodman brand, it
builds on 20 years of achievements. It secures the knowledge
and expertise of our team and creates a framework for
sustainable long-term growth.
It will enable GMT to pursue wider business opportunities
including the establishment of a funds management platform.
The successful execution of this strategy is expected to
support annualised cash earnings growth of between 5% and
7% over the medium term.
More immediate benefits of the Internalisation are lower
operating expenses and greater alignment.
Enhanced sustainability reporting
GMT has a well-established sustainability reporting
framework that has been a feature of its annual reports for
more than five years. We are extending this framework this
year to incorporate the additional disclosures required under
the new Aotearoa New Zealand Climate Standards.
An enhanced Sustainability Report compliant with the new
standards will be released as a standalone document in
late July 2024. It will feature specific disclosures around
climate-related risks and opportunities for both GMT and
GMT Bond Issuer Limited under various climate scenarios
and timeframes.
More extensive emissions reporting will be included, along
with the targets we have set to reduce the environmental
impacts of our business. An explanation of how these factors
are reflected in our governance practices and integrated into
the wider business strategy will also be a feature of the new
report structure.
Once released, the report will be available online at
https://nz.goodman.com/sustainability/reports
Board and governance changes
Recent board changes complete a renewal programme
that began with the appointment of Laurissa Cooney and
David Gibson as Independent Directors in November 2020
and February 2021 respectively.
Key governance changes over the last 12 months have
included:
+ Keith Smith stepping down as Board Chair on
29 May 2023, ahead of his planned retirement in 2025
+ John Dakin being appointed as the new Chair and
David Gibson as Deputy Chair, with both appointments
being unanimously approved by the Board
+ The retirement of Phil Pryke on 30 September 2023
reducing the number of directors from seven to six
+ Board and governance functions transferring to
Goodman Property Services (NZ) Limited as a result
of internalisation.
With Unitholders effectively controlling the new Manager
entity, all directors are now subject to re-election every
three years. The expiry schedule of current directorships is
detailed in the corporate governance section of this report.
The disclosures also reflect other governance changes
resulting from the Internalisation.
Looking ahead
The strength and consistency of GMT’s recent operating
results demonstrate the resilience and agility of our business
in more challenging market conditions. We have increased
rental income, maintained high occupancy, and delivered
cash earnings growth of almost 5%.
We have also refined our corporate structure, enhanced our
governance practices, and progressed our sustainability
programme, initiatives that help take our business forward.
While the economic outlook remains uncertain, we are
confident that our disciplined financial management and
focus on the Auckland industrial market will continue to
support strong operating results.
John Dakin
Chair and Non-executive Director
Recently completed Mainfreight Supersite
facility at Favona Road Estate. The global
logistics provider is one of the Trust’s
largest customers, leasing four properties
and pre-committing to another under
development at Savill Link in Ōtāhuhu.
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
67
Internalisation is a positive change that will shape
the future direction of our business. Retaining
all the benefits of the global Goodman brand
it builds on 20 years of achievements with a
framework for sustainable long-term growth.
CHAIR’S REPORT
James Spence Chief Executive Officer, Goodman Property Services (NZ) Limited, at Highbrook Business Park.
A long-term view has always guided
our investment decision making.
Understanding the key structural
trends that are driving customer
demand for warehouse and logistics
space has positioned our business
for sustainable growth.
Focusing our investment strategy on the Auckland
industrial sector recognises that the way we live, work
and consume is evolving. Our customers are adapting
their businesses to accommodate the impacts of
urbanisation, population growth and an expanding
digital economy.
GMT’s $4.5 billion urban logistics portfolio provides
essential supply chain infrastructure for these companies,
facilitating the efficient storage and distribution of goods
and materials.
We have continued to refine the portfolio over the last
12 months, progressing development projects and
investing in new building technologies to meet customer
demand for greater productivity, increased supply chain
resilience and more sustainable property solutions.
These refinements are further steps toward the creation
of a successful and sustainable business, that provides
the great spaces and dedicated service that helps our
customers thrive.
BACK TO
CONTENTS
89
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
LOOKING BEYOND
TOMORROW
MANAGEMENT
REPORT
OPERATING
HIGHLIGHTS
THE PAST 12 MONTHS
Customer demand
Historically low vacancy rates and a supply imbalance are
contributing to a highly constrained Auckland industrial
market. While the economy has slowed and customer
demand is moderating, the positive leasing dynamic that
exists has continued to support strong operating results.
New leasing and recent rent reviews have contributed to
like-for-like net property income growth of 6.5%. Market
rents have also continued to increase and the potential
reversion to market within the portfolio remains substantial
at around 23.0%.
1
Delivering world class facilities
The rapid growth in customer demand for well-located and
operationally efficient distribution facilities that occurred
during the pandemic is returning to more typical levels. With
earlier pre-commitments creating a large workbook, the level
of development activity being undertaken by GMT remains
significant. It includes:
+ The completion of four fully leased facilities, with a
combined net lettable area of 79,452 sqm and current
value of almost $370 million, during FY24
+ Three active projects at Savill Link in Ōtāhuhu and Roma
Road Estate in Mt Roskill, will add a further 50,000 sqm
of prime industrial space to the portfolio in FY25.
The award of a 6 Green Star Built
2
rating to the multi-
warehouse Tāwharau Lane project at Highbrook Business
Park in February 2024 reflects the sustainability attributes
and high quality of our new developments.
Representing world leadership standard, it is the first
New Zealand industrial building to achieve the certification.
With around 90% of the core investment portfolio built since
2004, development has always been an important driver of
our business growth.
A pipeline of greenfield sites and value-add properties within
the portfolio provide future opportunity. These sites are
expected to support the development of almost 400,000 sqm
of urban logistics space over the next 10 to 15 years.
By remaining disciplined
with investment decisions,
staying focused on
customer relationships,
and being agile as we
adapt to a more uncertain
operating environment,
we will continue to deliver
strong operating results.
The significant under-renting within the portfolio is expected
to drive GMT’s cash earnings growth in future years, as
rents are reviewed to market and new leases are secured at
these higher rates.
With rent increases and inflation contributing to higher
operating costs for customers we work with these
businesses where necessary to optimise their property
facilities. These efforts include maximising the capacity
and efficiency of the warehouse spaces and sustainability
initiatives that deliver greater resource efficiency and
lower utility costs.
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
1011
MANAGEMENT REPORT
14.7%
INCREASE IN NET PROPERTY
INCOME TO $203.1 MILLION
$209.7m
TOTAL PROJECT COST
OF ACTIVE DEVELOPMENTS
141,284 sqm
OF SPACE LEASED
ON NEW OR REVISED TERMS
79,452 sqm
OF DEVELOPMENT COMPLETIONS
99.5%
PORTFOLIO OCCUPANCY
1
As assessed by independent valuers at 31 March 2024.
2
6 Green Star Design & As Built NZv1.0 Certified Built Rating
21.5%
RENTAL GROWTH ON NEW LEASES
AND LEASE RENEWALS
The recently completed North Point Warehouses are the final projects at Highbrook Business Park.
The world class estate provides almost 500,000 sqm of urban logistics space.
James Spence, Chief Executive Officer, with Andy Eakin, Chief Financial Officer
DEVELOPMENT COMPLETIONS
sqm
79,452
38,338
9,7 73
33,9 8
34,977
010,00020,00030,00040,00050,00060,00070,00080,000
FY20
FY2
FY22
FY23
FY24
Positioned for future opportunities
Earlier asset sales and prudent financial management have
facilitated the acceleration in GMT’s development programme
over recent years.
At 31 March 2024, GMT had a loan to value ratio of 31.5%
and committed gearing of 32.1%. Debt facilities were 65.8%
drawn, had a weighted average term to expiry of 3.2 years,
and were 70% hedged for the next 12 months.
Treasury initiatives over the last 12 months have extended
GMT’s bank facilities to $1.4 billion. The added liquidity
provides additional funding capacity to cover upcoming bond
maturities and the early repayment of GMT’s US Private
Placement notes following Internalisation.
Internalisation provides GMT with a more contemporary
corporate structure that should allow it to grow in a more
capital efficient manner.
The successful establishment of a funds management
business and introduction of capital partners will limit the
requirement for additional debt or equity. Recycling capital
through this platform and co-investing in new opportunities
as they arise is expected to generate significant value for
Unitholders over time.
Toward a more sustainable future
Investing in sustainable property solutions and boosting the
biodiversity around our estates is lowering the climate impact
of our business activities and improving the overall quality of
the portfolio.
By utilising lower emission materials and building systems, we
have reduced the embodied carbon within our developments
by around 15%. We are also installing submetering across
the core investment portfolio to provide detailed energy
monitoring. The insight it provides helps customers optimise
building operations and maximise the environmental benefits
of other building upgrades such as LED lighting and rooftop
solar energy systems.
Customers benefit from these initiatives with lower emission,
more resource efficient and resilient buildings. The high-
quality workspaces they provide also contribute to greater
productivity and reduced operating costs.
Comprehensive greenhouse gas monitoring and independent
auditing provides a detailed emissions profile for our business.
This knowledge, together with targets for a lower-carbon,
more-climate-resilient future is essential for assessing the
effectiveness of our sustainability initiatives.
Future focused
In a highly constrained industrial property market, customers
are focused on productivity and maximising the value of their
warehouse and logistics facilities.
We’ve refined our investment strategy to meet this demand,
focusing on well-located brownfield redevelopment
opportunities, building new facilities to a minimum 5 Green
Star rating and investing in our existing portfolio to improve
the operational efficiency for our customers.
Internalisation adds even greater opportunity to grow our
business.
By remaining disciplined with investment decisions, staying
focused on customer relationships, and being agile as
we adapt to a more uncertain operating environment, we
will continue to benefit from the structural trends driving
demand for well-located, sustainable urban logistics space.
James Spence Andy Eakin
Chief Executive Officer Chief Financial Officer
Our FY24 Sustainability Report, to be released in
July 2024 will provide further information around our
emissions reduction strategy, how this is integrated into
our business activities and the progress we have made
toward our climate goals.
A leadership rating from CDP, with a climate score of A-
in its annual survey indicates we are making positive
progress in this regard.
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
1213
MANAGEMENT REPORT
With around 90% of
the core investment
portfolio built since 2004,
development has always
been an important driver
of our business growth.
PROPERTY PORTFOLIO
COMMODITIES
WAREHOUSING
2%
THIRD PARTY
LOGISTICS / PARCEL
42%
CONSUMER GOODS
WAREHOUSING
14%
OTHER
WAREHOUSING
3%
MANUFACTURING
13%
BUILDING PRODUCTS
WAREHOUSING
12%
RETAIL
3%
OTHER
11%
INDUSTRY WEIGHTING
PropertyLocationClassification
Market
capitalisation
rate %
Net lettable
area sqmBuildingsKey customer
Occupancy
%
W A LT
years
Highbrook Business ParkEast TāmakiCore5.0 – 7.0488,29879DHL, Freightways, Mainfreight, NZ Post, OfficeMax99.95.4
Savill LinkŌtāhuhuCore4.75 – 6.25138,82613Coda, Mainfreight, Steel and Tube10 0.05.2
M20 Business ParkWiriCore/Value Add5.38 – 7.88121,59813Frucor, Mainfreight, NZ Post99.34.8
Westney Industry ParkMāngereCore6.75 – 7.50114,99511DHL, Linfox, Supply Chain Solutions10 0.05 .7
The Gate Industry ParkPenroseCore/Value Add5.75 – 6.63101,99118Asaleo Care, Coda10 0.04.9
Favona Road EstateMāngereCore5.75 – 6.039,6583Mainfreight10 0.013.2
Penrose Industrial EstatePenroseValue Add6.530,53512Winstone Wallboards10 0.04.4
Tāmaki EstatePanmureValue Add6.523,6807Containerco, Camelspace10 0.02.4
Connect Industrial EstatePenroseValue Add5.621,0 027Fletcher Building10 0.07. 0
Mt Wellington EstateMt WellingtonValue Add5.5 - 6.1319,16 43Ford, Tesla95.84.8
Bush Road Distribution CentreRosedaleCore5.418,0071NZ Post10 0.020.0
Roma Road EstateMt RoskillCore5.117,7 0 61NZ Post10 0.019.1
Leonard Road EstateMt WellingtonValue Add6.617, 0 8 43Sky Network Television78.35.0
Great South Road EstateŌtāhuhuValue Add––1Sleepyhead10 0.01.6
Total stabilised properties6.01,152,54617 299.56.0
Investment property
under development
Māngere, Mt Roskill
Ōtāhuhu
–50,2615Cotton On, Mainfreight89.39.6
Total portfolio – 1,202,807 17 799.06.2
MT WELLINGTON
ROSEDALE
WAITOMOKIA
WESTNEY
ROMA
FAVO N A
SAVILL LINK
THE GATE
CONNECT
PENROSE
TĀMAKI
LEONARD
HIGHBROOK
ŌTĀHUHU
M20
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
1415
Tāwharau Lane has earned Aotearoa’s
first-ever industrial 6 Green Star Built rating.
The multi-warehouse development at Highbrook Business
Park in Auckland’s East Tāmaki includes three stand-alone
buildings providing 8,135 sqm of high-quality space.
Each highly sustainable and energy-efficient workspace
was constructed from lower-carbon materials to
reduce embodied emissions, with a carefully managed
development process to minimise waste and other
environmental impacts.
The orientation and profile of the buildings were carefully
designed to make the best use of the prominent site
and maximise views across the water to the city and
Maungarei/ Mt Wellington. Green spaces and accessways
further enhance connectivity with the Tāmaki River and
esplanade walkway.
Key sustainability features of the project include:
+ Rooftop 83 kWp solar energy systems forecast to cover
over 50% of the buildings’ baseload
+ Electrical submetering to facilitate ongoing energy
monitoring and benchmarking
+ Rainwater harvesting, low-flow fittings and other water-
saving technologies
+ Low-E double glazing, improving thermal performance
+ Efficient LED lighting to reduce operational energy
consumption with intelligent light switching
+ Built with 11.7% less upfront embodied carbon
compared to an equivalent reference building
+ Lower Global Warming Potential R32 HVAC systems
regulating thermal comfort
+ High-quality workspaces, utilising natural materials
+ Extensive landscaping and easy access to the
neighbouring reserves
+ EV charging stations to promote more sustainable
commuting and reduce carbon emissions
WORLD CLASS
DEVELOPMENT
Tom Slade, Goodman Head of Environmental Sustainability
and Andrew Eagles, Chief Executive NZ Green Building Council
viewing Tāwharau Lane.
TĀWHARAU LANE
HIGHBROOK BUSINESS PARK
“ Goodman continues to lead the local
market with innovative and sustainable
property solutions. We’re extremely
proud that this is the first New Zealand
industrial project to achieve the
6 Green Star rating standard.”
James Spence, Chief Executive Officer
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 202416
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
GMT is developing high-quality, sustainable warehouse
and logistics facilities, and no two projects are the same.
From site selection and planning, to the recovery and
recycling of materials in the demolition and construction
phase — each project is uniquely different.
17
Portfolio Investment Entity tax regime
came into effect 1 October 2007
+ Listed on the NZX on
3 June 1999 as Colonial
First State Property Trust
after raising $145 million
+ Diversified portfolio of
14 properties with a
value of $194.3 million
at 31 March 2000
+ ASX-Listed Macquarie
Goodman acquires
management contract
and 20% cornerstone,
rebranding Trust as
Macquarie Goodman
Property Trust
+ Unitholders approve
pooling of assets
The portfolio is now
74% Auckland and
28% industrial
+ Rebranded as Goodman
Property Trust
+ Profit before tax exceeds
$100 million for the first time
+ $1.2 billion total assets,
including 50% acquisition of
the Viaduct Corporate Centre
+ Total assets of $1.6 billion
and a market capitalisation
of $1.1 billion
+ Acquisition of 50% of
Highbrook Development
Limited and Show Place
Office Park
+ 13 active development
projects, providing over
9 7, 5 0 0 s q m
+ GMT assigned investment
grade credit rating of BBB
from S&P Global Ratings
+ First Goodman+Bond
issue with a five year,
$150 million retail bond
paying 7.75%
+ Sale of Viaduct Office
Portfolio, with GMT’s
51% share in the JV
reflecting an asset price
of $323.9 million
GMT now
exclusively invested
in the Auckland
industrial market
+ Highbrook is now more than
75% completed and has a
current value of more than
$1.1 billion
+ Millennium Centre sells for
$210 million. Loan to value
ratio reduces to 30.6%
+ GMT acquires remaining
50% interest in Highbrook
Business Park
+ Capital raising with over
$220 million of new
equity issued to fund the
$186.6 million acquisition
+ Portfolio now valued at
$2 billion, with GMT’s market
capitalisation $1.3 billion
+ Detailed response to the
pandemic with support
for vulnerable customers,
our community partners
and our own people
+ Toitū net carbonzero
certification
+ Target 5 Green Star rating
targeted for new developments
+ Record profit before tax of
$763.8 million, including a
$660.4 million portfolio revaluation
+ A heightened level of development
activity, with $300.2 million of
new projects
+ Sustainable finance framework
established with $150 million of
5-year green bonds
+ Management of GMT
is internalised
+ Portfolio value of $4.5 billion
and market capitalisation
of $3.4 billion
+ Development completions
of 79,452 sqm including
the final projects at Highbrook
Business Park
GFC impacts capital markets. Access to bank
debt is restricted and becomes more expensive
GMT’s portfolio repositioning completed with
over $1.2 billion of asset sales since 2014
GMT has grown and evolved over the last 25 years, adapting
to changing market conditions while its development
programme has extended and enhanced the portfolio.
Internalisation provides the framework for even greater things.
Pandemic drives e-commerce growth and demand
for well- located warehouse and logistics space
GMT responds to 2011
Christchurch Earthquakes
GOOD T O G R E AT
FY00FY07FY10FY17FY21FY24
FY04FY08FY13FY19FY22
BACK TO
CONTENTS
1819
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
1 James Spence
CHIEF EXECUTIVE OFFICER
James is Chief Executive Officer of Goodman Property
Services (NZ) Limited, the manager of Goodman
Property Trust. With a logistics and warehousing
portfolio valued at $4.5 billion and a market
capitalisation of around $3.4 billion (27 May 2024) the
Trust is the NZX’s largest listed property entity. James
joined Goodman in 2006 and has almost 20 years of
corporate, property and funds management experience
in Europe and New Zealand. He spent the last five years
in New Zealand as Director of Investment Management
for GMT, responsible for overseeing the investment
decisions of GMT and heading up the property team
before being appointed Chief Executive Officer,
effective 1 January 2023. James holds a Property
degree from the University of Auckland as well as a
Graduate Diploma in Applied Finance from Kaplan
Education in Australia.
2 Andy Eakin
CHIEF FINANCIAL OFFICER
Andy’s role as Chief Financial Officer involves managing
the finance and treasury activities of Goodman
Property Trust. He is also the Chair of the Corporate
Social Responsibility committee which encompasses
ESG matters material to Goodman including providing
sustainability leadership across the business.
Andy joined Goodman in March 2011, has more
than 30 years’ experience in finance roles in Ireland,
Scotland and New Zealand, and is a Fellow of Chartered
Accountants Ireland.
3 Mike Gimblett
GENERAL MANAGER – DEVELOPMENT
As General Manager Development, Mike is responsible
for all development activity. Since joining Goodman in
2005, Mike has held a number of roles within acquisition,
portfolio management and development management.
With 25 years’ experience in the property industry, Mike
has a proven track record of driving success in a variety
of areas and has also formed solid relationships both
internally and externally.
4 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 its Funds
Management business. She has over 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, UK.
5 Evan Sanders
GENERAL MANAGER – PROPERTY SERVICES
Evan is the General Manager of Property Services for
Goodman. His key responsibilities include leading the
property services team and overseeing the management
of GMT’s substantial property portfolio. Evan joined the
business in 2009 and has over 14 years’ experience in
the property industry, including roles in property finance
and investment. He has a Business Administration degree
from the University of Bath, UK.
6 Anton Shead
GENERAL COUNSEL AND COMPANY SECRETARY
Anton is responsible for the provision of legal and
compliance support to the business. Anton has over
25 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.
7 Jonathan Simpson
HEAD OF CORPORATE AFFAIRS
Jonathan has responsibility for Investor Relations,
Corporate Communications, Sustainability Reporting
and managing the Goodman Foundation. He has over
25 years of experience in the property and capital
markets, with the last 20 at Goodman. Jonathan has
previously held positions with the Property Council of
New Zealand and the Investment Property Databank in
the United Kingdom.
8 Mandy Waldin
MARKETING DIRECTOR
As Marketing Director, Mandy is responsible for branding
and marketing. Mandy has over 25 years’ experience
in brand development and marketing, holding various
senior management positions in electronics, publishing
and office products sectors. She was co-owner and
director of a marketing & graphic design company
where she developed and implemented communication
strategies for various NZX listed companies.
9 Sophie Bowden
HUMAN RESOURCES BUSINESS PARTNER
Sophie is the HR Business Partner for Goodman Property
Services (NZ) Limited. She partners with the leadership
team to implement strategic people and culture initiatives,
with a focus on performance and development, diversity
and inclusion, and employee experience. Sophie joined
Goodman in August 2021 having held HR roles in FMCG
and Retail. She has a Bachelor of Commerce from the
University of Auckland.
EXECUTIVE TEAM
6
9
32
5
8
1
4
7
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
2021
Internalisation brings management in house
with the executive team part of a wider
group of 65+ professionals committed to
delivering the great spaces and dedicated
service that helps our customers thrive.
FY24 SUMMARY
FINANCIAL
RESULTS
OverviewFY24FY23% change
Loss before tax ($m) (626.5) (126.0) 3 9 7. 2
Loss after tax ($m) (564.9) (135.4) 3 17. 2
Operating earnings per unit before tax (cpu)
1
9.659.01 7. 1
Operating earnings per unit after tax (cpu)
1
8.647. 9 2 9.1
Underlying cash earnings per unit (cpu)
2
7. 4 47. 1 0 4.8
Cash distribution per unit (cpu) 6.205.90 5.1
Loan to value ratio (%)
3
31.525.9 21.6
Net tangible assets (cpu) 201.4245.2( 17. 9 )
Management expense ratio (%)0.440.432.3
Non-GAAP financial measures may not be calculated in a manner consistent with other entities.
1
Operating earnings is a non-GAAP financial measure included to provide an assessment of the performance of
GMT’s principal operating activities. The calculation is set out in GMT’s Statement of Comprehensive Income
and in note 3.1 of the financial statements.
2
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 and underlying cash earnings is set out on pa ge 25.
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.
GMT is New Zealand’s largest listed real estate
entity, it is a high-quality business with a substantial
portfolio, a wide customer base and a proven
development capability.
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
2223
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
While the underlying operating performance
of the Trust has been extremely pleasing, the
FY24 financial result includes one-off costs
associated with the Internalisation and fair
value losses as a result of independent
property valuations.
The redevelopment of Roma Road Estate is nearing completion, with two of the four warehouse facilities now operational.
Cotton On, NZ Post and Signify are the customers that have chosen the central location alongside SH20 in Mt Roskill.
Statutory result
GMT has reported a statutory loss of $564.9 million after
tax. The FY24 financial result includes the one-off cost
of Internalisation and fair value losses as a result of the
independent valuation of the Trust’s property portfolio.
Unitholder approval of Internalisation included an agreed
transaction price of $290.0 million paid to Goodman Group,
with the requirement that this be used to subscribe for new
units in GMT.
With some components of the Internalisation transaction
being deductible for tax purposes there is tax benefit of
$75.8 million.
Independent valuations resulted in fair value losses of
$478.4 million, compared to fair value losses of $237.7 million
in FY23. The 9.5% reduction in portfolio value over the last
12 months reflects further moderating in investor sentiment,
with higher interest rates impacting investment yields.
Property values have reduced after a sustained period of
strong growth. Over the last five years, a net $670 million
of fair value gains from property valuations have been
recognised in GMT’s statutory results, and almost
$1.3 billion of fair value gains over the last 10 years.
The cash and non-cash items described above, are the
main contributors to a 17.9% reduction in net tangible asset
backing over the last 12 months, to 201.4 cents per unit.
Operating performance
High occupancy levels, new development completions
and sustained rental growth have all contributed to the
14.7% increase in net property income, to $203.1 million.
The additional revenue has outweighed the impact of
higher interest costs, contributing to a 7.2% increase
in operating earnings before tax, to $135.6 million or
9.65 cents per unit.
Net interest costs are GMT’s largest expense and have
increased by 58.3% to $46.7 million. The 80 bps increase
in the weighted average cost of debt (to 4.8%) and a
higher average debt balance resulting from development
expenditure have driven the increase.
Additional tax deductions relating to GMT’s development
activity, new leasing, and a change from straight line to
diminishing value for building depreciation (ahead of the
expected removal of these tax deductions from FY25)
reduced the effective tax rate to 10.5% compared to
12.2% p reviously.
With less tax to pay, there has been a greater 9.3% increase
in operating earnings after tax, to $121.4 million or
8.64 cents per unit on a weighted average unit basis.
Balance sheet
Prudent financial management has facilitated the
acceleration in GMT’s development programme over recent
years and enabled the Trust to take advantage of new
acquisition opportunities.
GMT had a loan to value ratio of 31.5% and committed
gearing of 32.1% at 31 March 2024. It is a conservative
setting (well below the 50% maximum allowed under GMT’s
Trust Deed and debt facility covenants) that provides
operational flexibility and substantial balance sheet resilience
should investment markets deteriorate.
Treasury initiatives over the last 12 months have extended
GMT’s bank facilities to $1.4 billion. The added liquidity
provides additional funding capacity to cover upcoming
bond maturities and the early repayment of GMT’s US
Private Placement notes following internalisation.
At 31 March 2024, debt facilities were 65.8% drawn, had
a weighted average term to expiry of 3.2 years, and were
70% hedged for the next 12 months.
GMT Bond Issuer Limited
GMT Bond Issuer Limited received $25.6 million of interest
income (FY23 $28.8 million) and incurred $25.6 million of
interest expense (FY23 $28.8 million).
The decrease on the previous year reflects the impact of
the GMB050 maturity in September 2023.
S&P Global Ratings has maintained the credit rating of all
bonds issued by GMT Bond Issuer Limited at BBB+. This is
one notch higher than the Trust’s investment grade issuer
rating of BBB due to the mortgage security held over GMT’s
property portfolio.
No dividends or distributions have been paid by GMT Bond
Issuer Limited.
The table below presents the Trust’s cash earnings calculation.
Cash earnings $mFY24FY23% change
Operating earnings before tax135.6126.57. 2
Current tax on operating earnings(14.2)(15.4)( 7. 8 )
Operating earnings after tax121.4111.19.3
Straight line rent adjustments(4.4)(2.8)5 7. 1
Capitalised borrowing costs – land(5.4)(4.1)3 1 .7
Capitalised management fees – land(0.5)(0.4)25.0
Maintenance capex(4.3)(4.2)2.4
Cash earnings106.899.67. 2
Tax adjustment – to normalise for change in building depreciation in FY24(2.3)––
Underlying cash earnings104.599.64.9
Underlying cash earnings cpu7. 4 47. 1 04.8
Distributions cpu6.25.95.1
Distributions % underlying cash earnings83.3%8 3 .1%0.2
1
Adjusted to normalise for the removal of tax deductions relating to building depreciation from FY25.
Cash earnings and distributions
Cash earnings is our preferred measure of operating
performance. It is a non-GAAP measure that assesses
GMT’s free cash flow, on a per unit basis, after adjusting for
borrowing costs and Manager’s base fee capitalised to land,
expenditure related to building maintenance, and to reverse
straight line rental adjustments.
Underlying cash earnings of 7.44 cents per unit was
consistent with market guidance and 4.8% higher than
the 7.1 cents per unit achieved in FY23.
Cash distributions of 6.2 cents per unit reflect a payout
ratio of 83.3% and represent a 5.1% increase on the
5.9 cents per unit paid previously.
Guidance for FY25 includes cash earnings of around
7.5 cents per unit, compared to restated FY24 cash earnings
of 7.18 cents per unit
1
. Cash distributions of 6.5 cents per
unit are expected to be paid, a 4.8% increase on FY24.
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 20242425
BACK TO
CONTENTS
FINANCIAL RESULTS
High occupancy levels,
new development
completions and
sustained rental growth
have all contributed to
the 14.7% increase in
net property income,
to $203.1 million.
FIVE YEAR RESULTS
NET PROPERTY INCOME
$ million
203.
7 7. 0
5 7.
53.0
45.3
050 00 50200250300
FY20
FY2
FY22
FY23
FY24
NTA PER UNIT
cents per unit
20 .4
245.2
260.6
2 2.5
72.7
050 00 50200250300
FY20
FY2
FY22
FY23
FY24
EQUITY
$ million
3,099.
3,440.7
3,657.4
2,969.2
2,402.
0 ,0002,0003,0004,0005,0006,000
FY20
FY2
FY22
FY23
FY24
TOTAL ASSETS
$ million
4,7 6.9
4,853.9
4,8 4.3
3,83 .5
3, 68.4
0 ,0002,0003,0004,0005,0006,000
FY20
FY2
FY22
FY23
FY24
OPERATING EARNINGS BEFORE TAX
$ million
35.6
26.5
8.3
4.9
09.7
020406080 00 20 40 60
FY20
FY2
FY22
FY23
FY24
LOAN TO VALUE RATIO
%
3 .5
25.9
2 .3
9.2
8.9
05 0 520253035
40
FY20
FY2
FY22
FY23
FY24
LOSS PROFIT AFTER TAX
$ million
-600-3000300600900 ,200
FY20
FY2
FY22
FY23
FY24
(564.9)
( 35.4)
74 8 . 6
63 .7
26 .9
CASH EARNINGS
cents per unit
7. 4 4
7. 0
6.66
6.28
6.22
0246810
FY20
FY2
FY22
FY23
FY24
$ millionFY24FY23FY22F Y21FY20
Net property income 20 3.117 7. 01 5 7. 1153.014 5.3
Net interest costs ( 4 6 .7 )(29.5)(19.7)(22.3)(21.9)
Administrative expenses (3.6)(3.4)(3.2)(3.0)(2.6)
Manager’s base fee ( 17. 2 )( 17. 6 )(15.9)(12.8)(11.1)
Operating earnings before other
income/(expenses) and income tax
135.6126.5118.3114.910 9.7
Movement in fair value of
investment property
(478.4)( 2 3 7.7 )660.4560.0165.8
Movement in fair value of
financial instruments
(8.2)(14.8)0.8(12.3)20.0
Internalisation transaction(275.5)– – – –
Manager’s performance fee expected
to be reinvested in units
– – ( 1 5 .7 )(13.7)(11.4)
Disposal of investment property – – – – 0.3
(Loss)/profit before tax(626.5) (126.0) 763.8 648.9284.4
Current tax 1.5(15.4)(14.6)(13.7)(15.1)
Deferred tax 6 0.16.0(0.6)(3.5)( 7. 4 )
(Loss)/profit after tax attributable
to unitholders
(564.9) (135.4)74 8 .66 31 .7261.9
Operating earnings before tax per unit (cpu) 9.659.018.478.268.16
Operating earnings after tax per unit (cpu) 8.6 47. 9 27. 1 16.866 .7 3
Cash earnings per unit (cpu) 7. 4 4
1
7. 1 06.666.286.22
Cash distribution per unit (cpu) 6.205.905.505.306.65
Balance sheet
Investment property 4,533.94 ,7 91. 24 ,7 73. 23 ,78 9. 33,0 74 .0
Total assets 4 ,716 . 94,853.94,814.33,831.53,168.4
Borrowings for LVR calculation 1 , 4 0 7. 01,221.51,0 01.2716.0569.9
Total liabilities 1 , 6 17. 8 1,413.21,156.9862.376 6.3
Total equity 3,0 99.1 3 , 4 4 0 .73 , 6 5 7. 42,969.22,402.1
Loan to value ratio (%) 31.525.921.319.218.9
NTA per unit (cpu) 201.4245.2260.6212.517 2 .7
Unit price at 31 March (cpu) 228.0214.0236.0226.0214.5
Property portfolio
Net lettable area (sqm) 1,152,5461 , 0 7 7, 4 7 31,071,0 0 41 , 0 9 7, 6 9 81,059,263
Weighted average capitalisation rate (%) 6.05.24.24 .75.4
Investment portfolio occupancy (%) 9999999899
Weighted average lease term (years)6.26.46.35.55.5
Customers 209235226213206
1
Underlying cash earnings reported in FY24 adjusts for the change in approach from straight line to diminishing value building
depreciation for tax purposes.
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
2627
The strength and consistency of GMT’s recent operating
results is reflected in the earnings growth achieved over the
last five years. Property revaluations affect the stability of
profits, but have added $670.1 million of fair value gains to
GMT’s statutory results over the last five years.
FINANCIAL
STATEMENTS
for the year ended 31 March 2024
GOODMAN
PROPERTY
TRUST
CONTENTS
STATEMENT OF COMPREHENSIVE INCOME 30
BALANCE SHEET 31
STATEMENT OF CASH FLOWS 32
STATEMENT OF CHANGES IN EQUITY 33
GENERAL INFORMATION 34
NOTES TO THE FINANCIAL STATEMENTS
1. Investment property 36
2. Borrowings 43
3. Earnings per unit and net tangible assets 48
4. Internalisation transaction 50
5. Derivative financial instruments 52
6. Administrative expenses 54
7. Related party assets 55
8. Employee benefits liabilities 56
9. Debtors and other assets 58
10. Creditors and other liabilities 58
11. Tax 59
12. Related party disclosures 60
13. Commitments and contingencies 63
14. Reconciliation of loss after tax to
net cash flows from operating activities 64
15. Financial risk management 64
16. Major customer disclosure 67
17. Operating segments 67
INDEPENDENT AUDITOR’S REPORT 68
The Board of Goodman Property Services
(NZ) Limited, the Manager of Goodman
Property Trust, authorised these financial
statements for issue on 27 May 2024.
For and on behalf of the Board:
John Dakin
Chair
Laurissa Cooney
Chair, Audit Committee
Boosting biodiversity at its estates is an important
objective of GMT’s sustainability programme.
2829
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
BACK TO
CONTENTS
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2024
BALANCE SHEET
As at 31 March 2024
$ millionNote20242023
Property income1.124 4.1213.8
Property expenses(41.0)(36.8)
Net property income203.117 7. 0
Interest cost2.1( 4 7. 3 )(29.8)
Interest income2.10.60.3
Net interest cost(4 6 .7 )(29.5)
Administrative expenses6(3.6)(3.4)
Manager’s base fee12( 17. 2 )( 17. 6 )
Operating earnings before other income / (expenses) and tax135.6126.5
Other income / (expenses)
Movement in fair value of investment property1.5(478.4)( 2 3 7.7 )
Movement in fair value of financial instruments5.1(8.2)(14.8)
Internalisation transaction4(275.5)–
Loss before tax(626.5)(126.0)
Ta x
Current tax on operating earnings11.1(14.2)(15.4)
Current tax on non-operating earnings11.11 5 .7–
Deferred tax11.16 0.16.0
Total tax61.6(9.4)
Loss after tax (564.9)(135.4)
Other comprehensive income––
Total comprehensive loss for the year attributable to unitholders(564.9)(135.4)
CentsNote20242023
Basic and diluted earnings per unit after tax3.1(40.21)(9.65)
$ millionNote20242023
Non-current assets
Investment property1.34,533.94 ,7 91. 2
Other assets1.92.8
Investment property contracted for sale1.4–
Derivative financial instruments5.238.442.9
Property, plant and equipment3.8–
Tax receivable6.9–
Deferred tax assets11.230.1–
Related party assets756.5–
Total non-current assets4,672.94,836.9
Current assets
Cash9.46.6
Derivative financial instruments5.23.8–
Debtors and other assets99.110.4
Tax receivable2.3–
Related party assets719.4–
Total current assets44.017. 0
Total assets4 ,716 . 94,853.9
Non-current liabilities
Borrowings2.21 , 1 5 7. 11,159.1
Lease liabilities2.562.262.6
Derivative financial instruments5.26.810.1
Deferred tax liabilities11.2–30.0
Employee benefits liabilities 819.2–
Total non-current liabilities1,245.31,261.8
Current liabilities
Borrowings2.2300.910 0.0
Creditors and other liabilities1048.24 5.1
Lease liabilities2.54.03.3
Derivative financial instruments5.22.10.5
Current tax payable–2.5
Employee benefits liabilities 817. 3–
Total current liabilities372.5151.4
Total liabilities1 , 6 17. 81,413.2
Net assets3,099.13 , 4 4 0 .7
Total equity3,099.13 , 4 4 0 .7
BACK TO
CONTENTS
3031
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
$ millionNote20242023
Cash flows from operating activities
Property income received242.2212.4
Property expenses paid( 4 8 .7 )( 4 0 .7 )
Interest income received0.60.3
Interest costs paid on borrowings(43.5)(24.2)
Interest costs paid on lease liabilities(3.4)(3.3)
Administrative expenses paid(3.6)(3.3)
Manager’s base fee paid(18.8)( 17. 6 )
Manager’s performance fee paid–( 1 5 .7 )
Net GST received / (paid)0.3(1.2)
Tax paid(10.0)(15.5)
Internalisation transaction costs paid (3.0)–
Net cash flows from operating activities14112.191.2
Cash flows from investing activities
Payments for the acquisition of investment properties–(59.1)
Capital expenditure payments for investment properties(191.0)( 1 6 7. 4 )
Holding costs capitalised to investment properties(22.5)(20.1)
Cash acquired on acquisition of subsidiary41.5–
Net cash flows from investing activities(212.0)(246.6)
Cash flows from financing activities
Proceeds from borrowings1,742 . 01,114.0
Repayments of borrowings(1,553.0)(890.0)
Proceeds from the issue of units–1 5 .7
Units issue costs incurred(0.4)–
Distributions paid to unitholders(85.9)(81.3)
Net cash flows from financing activities10 2 .7158.4
Net movement in cash2.83.0
Cash at the beginning of the year6.63.6
Cash at the end of the year9.46.6
SIGNIFICANT TRANSACTION
The internalisation transaction, as detailed in note 4, was settled via a non-cash payment direction with no cash
movements required.
Note
Distribution
per unit
(cents)
Number
of units
(million)
Units
($ million)
Unit based
payments
reserve
($ million)
Retained
earnings
($ million)
To t a l
($ million)
As at 1 April 20221 , 3 9 7. 31,630.11 5 .72,011.63 , 6 5 7. 4
Total comprehensive loss
for the year––(135.4)(135.4)
Distributions paid
to unitholders5.800––(81.3)(81.3)
Issue of units
Manager’s performance fee
– settled126.01 5 .7( 1 5 .7 )––
As at 31 March 20231,403.31,645.8–1,794.93 , 4 4 0 .7
Total comprehensive loss
for the year––(564.9)(564.9)
Distributions paid
to unitholders6.125––(85.9)(85.9)
Issue of units
Internalisation transaction4135.530 9.6––30 9.6
Units issue costs incurred(0.4)––(0.4)
As at 31 March 20241,538.81,955.0–1,144.13,099.1
SUBSEQUENT EVENT
On 27 May 2024, a cash distribution of 1.55 cents per unit was declared with no imputation credits attached. The record
date for the distribution is 5 June 2024 and payment will be made on 19 June 2024.
STATEMENT OF CASH FLOWS
For the year ended 31 March 2024
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2024
BACK TO
CONTENTS
3233
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GENERAL INFORMATION
For the year ended 31 March 2024
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 Property Services
(NZ) Limited (“GPS”) and the address of its registered
office is Level 2, 18 Viaduct Harbour Avenue, Auckland.
The Manager of the Trust was formerly Goodman (NZ)
Limited (“GNZ”), with the change to the new Manager
occurring on 28 March 2024 following settlement of the
internalisation transaction as further detailed in note 4.
The financial statements presented are consolidated
financial statements for Goodman Property Trust and its
subsidiaries (the “Group”). The subsidiaries include GMT
Bond Issuer Limited, Goodman Property Aggregated
Limited, Goodman Nominee (NZ) Limited, Highbrook
Development Limited, Highbrook Business Park Limited,
Highbrook Management Limited, Goodman (Highbrook)
Limited and GMT NewCo Limited. The Trust has control
over GPS, a wholly owned subsidiary of GMT Shareholder
Nominee Limited (itself a subsidiary of Public Trust).
Pursuant to a shareholding deed between GMT
Shareholder Nominee Limited and Covenant Trustee
Services Limited as trustee for Goodman Property Trust
the shares in GPS are controlled by Covenant Trustee
Services (NZ) Limited on behalf of GMT unitholders.
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.
Covenant Trustee Services Limited is the Trustee and
Supervisor for GMT.
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 Accounting Standards
(“IFRS Accounting Standards”).
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 Group
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:
+ Investment property (note 1.4)
+ Internalisation transaction (note 4)
+ Derivative financial instruments (note 5.1)
+ Employee benefits liabilities (note 8)
+ Deferred tax (note 11.2)
Material 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 material 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 2023. For the
year ended 31 March 2024, there are new accounting
policies as a result of the internalisation transaction.
These new policies are set out below.
+ Plant, property, and equipment is recognised at
historical cost less depreciation.
+ Right of use assets are recognised at the lease
commencement date. They are initially measured
at cost, which comprises the initial amount of the
lease liability adjusted for any lease payments
made at or before commencement date, plus any
direct costs incurred and an estimate of costs to
restore the underlying asset or the site on which it
is located, less any lease incentives received. The
right of use assets in respect of office space and
motor vehicles are depreciated using the straight-
line method over the period of the lease.
+ Related party assets (refer note 7)
+ Employee benefits liabilities (refer note 8).
New accounting standards now adopted
The Group has adopted the following new accounting
pronouncements that are applicable to these financial
statements.
+ Amendments to NZ IAS 1 Presentation of
Financial Statements. Disclosure of accounting
policies – replacing the term ‘significant’ (not
defined in NZ IFRS) with ‘material’.
+ Amendments to NZ IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors.
Definition of accounting estimates – clarifies
the distinction between changes in accounting
estimates and changes in accounting policies.
+ Amendment to NZ IAS 12 Income taxes. Deferred
tax related to assets and liabilities arising from a
single transaction – requires an entity to recognise
deferred tax on certain transactions that give
rise to equal amounts of taxable and deductible
temporary differences on initial recognition.
Standards issued but not yet effective
The new and amended standards and interpretations
that are issued, but not yet effective, up to the date
of issuance of the Group’s financial statements are
disclosed below. The Group intends to adopt these
new and amended standards and interpretations, if
applicable, when they become effective.
IFRS 18 Presentation and Disclosure in Financial
Statements
This standard becomes effective for reporting periods
beginning on or after 1 January 2027. IFRS 18
introduces new requirements on presentation within
the statement of comprehensive income, including
specified totals and subtotals. It also requires
disclosure of management-defined performance
measures and includes new requirements for the
aggregation and disaggregation of financial information
based on the identified ‘roles’ of the primary financial
statements and the notes.
New Zealand climate-related
disclosure framework
The Financial Sector (Climate-related Disclosures and
Other Matters) Amendment Act 2021 (the Act) has
established a climate-related disclosure framework for
New Zealand and makes climate-related disclosures
mandatory for climate reporting entities, which includes
the Trust. The Act provided a mandate for the External
Reporting Board (XRB) to issue a climate-related
disclosure framework.
In December 2022, the XRB published the final
climate-related disclosure (CRD) framework for
New Zealand, which is effective for the Trust’s financial
year commencing 1 April 2023. The new standards
are termed the Aotearoa New Zealand Climate
Standards. The Trust will publish its first mandatory
Climate Related Disclosures in accordance with
the Aotearoa New Zealand Climate Standards at
https://nz.goodman.com/sustainability/
by 31 July 2024.
BACK TO
CONTENTS
3435
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2024
1. Investment property
Property income is earned from investment property leased to customers.
1.1. Property income
$ million20242023
Gross lease receipts215.1191.9
Service charge income32.02 7. 2
Straight-line rental adjustments4.42.8
Amortisation of capitalised lease incentives( 7. 4 )(8.1)
Property income244.1213.8
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.
Straight-line rental adjustments are accounted for to achieve straight-line income recognition. Where lease
incentives are provided to customers, the cost of incentives is amortised 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 year.
1.2. Future contracted gross lease receipts
Gross lease receipts that the Group has contracted to receive in future years are set out below. These leases cannot be
cancelled by the customer.
$ million20242023
Year 1222.5201.2
Year 2210.6200.0
Year 31 8 7. 5181.4
Year 41 6 7. 5158.3
Year 5142.514 0.4
Year 6 and later701.66 7 7. 4
Total future contracted gross lease receipts1,632.21 ,5 5 8 .7
1. Investment property (continued)
1.3. Total investment property
This table details the total investment property value.
$ million20242023
Core3,669.83,803.2
Value-add604.4513.6
Total stabilised investment property4,274.24,316.8
Investment property under development2 5 9 .7474 . 4
Total investment property4,533.94 ,7 91 . 2
Included within stabilised properties is a gross-up equivalent to lease liabilities of $63.6 million (31 March 2023:
$65.9 million). Included within investment property under development is $86.7 million of land (31 March 2023:
$87.1 million) and $173.0 million of developments (31 March 2023: $387.3 million).
GMT’s estates are classified as either “core” or “value-add” estates.
Core
Those estates within the portfolio which largely consist of modern, high-quality logistics and industrial properties.
Value -add
Those estates which generally consist of older properties that are likely to have redevelopment potential.
Redevelopment of the properties to realise their maximum future value may require a change in use.
SIGNIFICANT TRANSACTIONS
During the year ended 31 March 2024, four developments were completed and were independently valued at a
total of $368.9 million.
BACK TO
CONTENTS
3637
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
1. Investment property (continued)
1.4. Valuation of investment property
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, from a panel of valuation companies comprising Bayleys
Valuations Limited, CBRE Limited, Colliers International New Zealand Limited, Jones Lang LaSalle Limited & Savills
(NZ) Limited, who are all members of the New Zealand Institute of Valuers.
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 cash flows 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.
The Group has considered the impact of climate change on the business and the valuation of investment property.
To date, the panel of independent valuers used have made no explicit adjustments to valuations in respect of
climate change matters. The Group acknowledges that climate change considerations will likely have a greater
influence on valuations in the future as markets place a greater emphasis on these matters.
All investment property is categorised as level 3 in the fair value hierarchy. Refer to note 15.6 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.
1. Investment property (continued)
1.4 Valuation of investment property (continued)
The key valuation inputs used to measure fair value of investment property and investment property under development
held at fair value are disclosed below, along with the weighted average value for each input:
Key valuation inputDescription
Weighted average
valuation input value
Measurement
sensitivity
20242023
Increase
in the input
Decrease
in the input
Market
capitalisation
rate
The 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.
6.0%5.2%
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.
$197 psm$177 psm
IncreaseDecrease
Discount rateThe rate applied to future cash flows;
it reflects transactional evidence from
similar types of property assets. Used in
the DCF method.
8.0%7. 2 %
DecreaseIncrease
Rental growth
rate
The rate applied to the market rental
over the 10-year cash flow projection.
Used in the DCF method.
2.9% p . a .3.0% p . a .
IncreaseDecrease
Terminal
capitalisation
rate
The rate used to assess the terminal
value of the property. Used in the DCF
method.
6.2%5.5%
DecreaseIncrease
The market capitalisation rate is the main determinant of value in the valuation of investment property. The impact
of a 0.5% increase in the market capitalisation rate from 6.0% to 6.5%, assuming all other valuation inputs remain
unchanged, would be equivalent to a decrease of $328.8 million / 7.3% in the fair value of investment property.
Land is valued based on recent comparable transactions, resulting in land values ranging between $194 psm and
$650 psm (2023: between $212 psm and $650 psm).
1.5. Movement in fair value of investment property
Movement in fair value of investment property for the year is summarised below.
$ millionNote20242023
Stabilised properties1.6(452.6)(276.5)
Investment property under development1 .7(25.8)38.8
Total movement in fair value of investment property(478.4)(237.7)
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
3839
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
1. Investment property (continued)
1.6. Stabilised properties
$ million
2024
Valuation
2023
Right of
use asset
Acquisitions
/ transfers in
Net
expenditure
Transfers
out
Fair value
movement
Valuation
2024Valuers
Net lettable
area sqm
Weighted
market
cap rateOccupancy
W A LT
years
Core3,803.2(2.1)369.232.8( 176 .1 )( 3 6 6 .7 )3,669.8Colliers, JLL, Savills, Bayleys975,4325.9%10 0%6.6
Value-add513.6–176 .110.1–(85.9)604.4Colliers, JLL, Savills, Bayleys, CBRE17 7, 1 1 46.3%97%4.2
Total stabilised properties4,316.8(2.1)545.342.9(176 . 1 )(452.6)4,274.21,152,5466.0%99%6.0
During the year three properties at The Gate Industry Park and one property at M20 Business Park were reclassified
from Core to Value-add. The change reflects the future redevelopment potential of these properties.
Right of use assetreflects a gross-up equivalent to lease liability modifications.
Acquisitionsreflects the purchase price and any associated transaction costs.
Tr a n s f e r s i nrepresents 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
movement
reflects the difference between the independent valuation and the net book value immediately
prior to the valuation.
Disposalscomprises the net book value at the date of disposal for properties sold in the year.
Transfers outrepresents the net book value transferred out of a category during the year.
$ million
2023
Valuation
2022
Right of
use asset
Acquisitions
/ transfers in
Net
expenditure
Transfers
out
Fair value
movement
Valuation
2023Valuers
Net lettable
area sqm
Weighted
market
cap rateOccupancy
W A LT
years
Core3,934.4–10 4.019.8–(255.0)3,803.2Colliers, JLL, Savills, Bayleys959,1035.2%10 0%6.9
Value-add556.2–50.18.0(79.2)(21.5)513.6Colliers, JLL, Savills, Bayleys, CBRE118,3705.5%98%3.9
Total stabilised properties4,490.6–154.12 7. 8(79.2)(276.5)4,316.81 , 0 7 7, 4 7 35.2%99%5.3
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 31 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 the Statement
of Comprehensive Income.
Any gain or loss arising from a change in fair value is recognised in the Statement of Comprehensive Income.
When sold, the net gain or loss on disposal of stabilised property is included in the Statement of Comprehensive Income 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.
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 that 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 the Group. 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.
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
4041
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
1. Investment property (continued)
1 .7. Investment property under development
Investment property under development comprises land held for future development and developments under
construction, held at either fair value or held at cost.
$ million
Carrying value
at start
Acquisitions /
Transfers in
Net
expenditure
Fair value
movement
Transfers
out
Carrying value
at end
31 March 2024474 . 41.3180.1(25.8)(370.3)2 5 9.7
31 March 2023282.689.31 6 7.738.8(10 4.0)474 . 4
Included within investment property under development is $86.7 million of land held at fair value (2023: $87.1 million)
and $173.0 million of developments under construction recorded at fair value (2023: $304.5 million), with no
commenced developments held at the land transfer value plus subsequent capital expenditure (2023: $82.8 million).
ACCOUNTING POLICIES
Investment property under development includes properties that are being constructed for future use as
stabilised property and land to be developed as stabilised property in the future. On acquisition, investment
property under development is recorded at cost, including related transaction costs. Stabilised property to be
redeveloped is transferred at the carrying value prior to transfer. All subsequent costs and capital expenditure
directly associated with investment property under development is capitalised.
Holding costs are capitalised if they are directly attributable to the 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 expenditure and borrowing costs are
being incurred. The amount capitalised is determined by applying the weighted average cost of debt to borrowings
attributed to the investment property under development. Capitalisation of borrowing costs continues 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 (adjusted for percentage of completion) in the same manner as
stabilised properties.
Commenced developments held at the land transfer value plus subsequent capital expenditure are tested for
impairment. An indication of impairment requires an assessment of the recoverable amount of the commenced
development, with the full value of any applicable impairment immediately recognised.
Land is carried at fair value, independently valued at least annually, with any changes in valuation recognised in the
Statement of Comprehensive Income.
2. Borrowings
2 .1. Interest
$ million20242023
Interest expense on borrowings(56.9)(39.8)
Interest expense on lease liabilities(3.4)(3.3)
Amortisation of borrowing costs(6.0)( 4 .7 )
Borrowing costs capitalised
(1)
19.018.0
Total interest cost( 4 7. 3 )(29.8)
Interest income0.60.3
Net interest cost(4 6 .7 )(29.5)
(1)
Borrowing costs are capitalised at the weighted average cost of borrowing of 4.8% (2023: 4.0%). Borrowing costs of $5.4 million were capitalised
to land (2023: $4.1 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.
2.2. Borrowings
$ million20242023
Current
Retail bonds10 0.010 0.0
US Private Placement notes200.9–
Total current borrowings300.9100.0
Non-current
Syndicated bank facilities135.0–
Bilateral bank facilities475.0321.0
Green retail bonds150.0150.0
Retail bonds–10 0.0
Wholesale bonds4 00.04 00.0
US Private Placement notes–1 9 1 .7
Total non-current1,160.01,162.7
Unamortised borrowings establishment costs(2.9)(3.6)
Total non-current borrowings1,157.11,159.1
Total borrowings1,458.01,259.1
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
4243
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
2. Borrowings (continued)
2.2. Borrowings (continued)
As at 31 March 2024, GMT has undrawn bank facilities of $760.0 million from which it expects to repay the
$100.0 million retail bond expiring in May 2024 and the $200.9 million USPP Private Placement notes.
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 2023, the bilateral bank facilities with Bank of New Zealand, Commonwealth Bank of Australia and
Westpac New Zealand Limited were each extended by one year.
In March 2024, GMT increased its bilateral bank facilities with a $100 million facility expiring in June 2029
provided by the Bank of New Zealand. The bilateral facility with Commonwealth Bank of Australia was increased to
$175 million and its expiry extended to March 2026.
In March 2024, the syndicated bank facilities were amended to increase and extend the facility maturities. Those
facilities have increased to $795 million, comprising four facilities expiring in June 2025 ($205 million), June 2026
($225 million), June 2027 ($230 million), and June 2028 ($135 million).
In March 2024, the syndicated bank facility was amended through the cancellation of the June 2024 ($130 million)
tranche.
In March 2024, the change in Manager of GMT triggered an option in the US Private Placement noteholder
agreements, giving the noteholders the right to request early repayment. This has resulted in the US Private
Placement notes being classified as current borrowings. Confirmations have been received from all noteholders to
accept full repayment, comprising the principal and accrued interest only, with this expected to occur by the end
of June 2024.
2. Borrowings (continued)
2.3. Composition of borrowings
Weighted
average
remaining
term (years)
$ million
2024
Date
issuedExpiry
Interest
rate
Drawn
amount
Undrawn
facility
Syndicated bank facilities–Jun 25 – Jun 282.6Floating135.0660.0
Green bank facility
– Bank of New Zealand–Dec 251 .7Floating150.0–
Bank facility
– Commonwealth Bank of Australia–Mar 262.0Floating17 5 . 0–
Green bank facility
– Westpac New Zealand Limited–Dec 262 .7Floating150.0–
Bank Facility – Bank of New Zealand–Jun 295.3Floating–10 0.0
Retail bonds – GMB040May 17May 240.24.540%10 0.0–
Green retail bonds – GMB060Apr 22Apr 273.04.740%150.0–
Wholesale bonds – 6 yearsDec 21Dec 273 .73.656%200.0–
Wholesale bonds – 8 yearsSep 20Sep 284.42.262%50.0–
Wholesale bonds – 10 yearsSep 20Sep 306.42.559%150.0–
US Private Placement notes
1
Jun 15Jun 251.23.460%US$40.0–
US Private Placement notes
1
Jun 15Jun 273.23.560%US$40.0–
US Private Placement notes
1
Jun 15Jun 306.23.710%US$40.0–
1
The change in Manager of GMT triggered an option in the US Private Placement noteholder agreements, giving the noteholders the right to
request early repayment. This has resulted in the US Private Placement notes being classified as current borrowings.
Weighted
average
remaining
term (years)
$ million
2023
Date
issuedExpiry
Interest
rate
Drawn
amount
Undrawn
facility
Syndicated bank facilities–Jun 24 – Jun 272.5Floating–660.0
Green bank facility
– Bank of New Zealand–Dec 241 .7Floating150.0–
Bank facility
– Commonwealth Bank of Australia–Dec 241 .7Floating10 0.0–
Green bank facility
– Westpac New Zealand Limited–Dec 252 .7Floating71.079.0
Retail bonds – GMB040May 17May 241.24.540%10 0.0–
Retail bonds – GMB050Mar 18Sep 230.44.000%10 0.0–
Green retail bonds – GMB060Apr 22Apr 274.04.740%150.0–
Wholesale bonds – 6 yearsDec 21Dec 274 .73.656%200.0–
Wholesale bonds – 8 yearsSep 20Sep 285.42.262%50.0–
Wholesale bonds – 10 yearsSep 20Sep 307. 42.559%150.0–
US Private Placement notesJun 15Jun 252.23.460%US$40.0–
US Private Placement notesJun 15Jun 274.23.560%US$40.0–
US Private Placement notesJun 15Jun 307. 23.710%US$40.0–
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
4445
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
2. Borrowings (continued)
2.3. Composition of borrowings (continued)
As at 31 March 2024, $795.0 million of syndicated bank facilities were provided to the Group by Westpac New Zealand
Limited ($175.0 million), Commonwealth Bank of Australia ($150.0 million), The Hongkong and Shanghai Banking
Corporation Limited ($150.0 million), ANZ Bank New Zealand Limited ($150.0 million), Industrial and Commercial Bank
of China Limited ($95.0 million) and Bank of New Zealand ($75.0 million). Additional bilateral facilities were provided
to the Trust by Bank of New Zealand ($250.0 million), Commonwealth Bank of Australia ($175.0 million) and Westpac
New Zealand Limited ($150.0 million).
As at 31 March 2023, $660.0 million of syndicated bank facilities were provided to the Trust by Bank of New Zealand
($125.0 million), Commonwealth Bank of Australia ($150.0 million), The Hongkong and Shanghai Banking Corporation
Limited ($130.0 million), Westpac New Zealand Limited ($105.0 million), ANZ Bank New Zealand Limited ($75.0 million)
and Industrial and Commercial Bank of China Limited ($75.0 million). Additional bilateral facilities were provided to
the Trust by Bank of New Zealand ($150.0 million), Commonwealth Bank of Australia ($100.0 million) and Westpac
New Zealand Limited ($150.0 million).
As at 31 March 2024, GMT’s drawn borrowings had a weighted average remaining term of 3.2 years (2023: 3.6 years),
with 57% being drawn from non-bank sources (2023: 74%). Calculation of the weighted average remaining term
assumes syndicated bank facilities utilise the longest dated facilities.
2.4. Security and covenants
All borrowing facilities are secured on an equal ranking basis over the assets of the subsidiaries of Goodman Property
Trust, excluding GPS. 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.
2.5. Lease liabilities
$ million
Investment properties Office leases
2024202320242023
Opening balance65.966.0––
Changes in liability as a result of ground rent reviews(2.2)–––
Addition on acquisition of GPS––2.6–
Interest expense on lease liabilities3.43.3––
Payments made( 3 .7 )(3.6)––
Amortisation of incentives received0.20.2––
Total lease liabilities63.665.92.6–
2. Borrowings (continued)
2.5. Lease liabilities (continued)
KEY JUDGEMENT
The lease liabilities are for perpetually renewable ground leases at Westney Industry Park for $63.5 million
(2023: $65.7 million) and The Gate Industry Park for $0.1 million (2023: $0.2 million). The calculation of the
lease liabilities assumes lease terms of between 62 and 65 years and utilises discount rates based on an
assessment of GMT’s long-term borrowing costs at the time of the renewal, which range from 3.5% to 7.8%.
The Group has an operating lease for its offices at 18 Viaduct Harbour Avenue, Auckland. The Group has
recognised right of use assets ($2.2 million included within plant, property and equipment) and corresponding
lease liabilities in relation to these leases. The 18 Viaduct Harbour Avenue lease assumes a lease term of 7 years
with an incremental borrowing rate of 3.5%.
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 the Group’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.
$ million20242023
Total borrowings1,458.01,259.1
US Private Placement notes – foreign exchange translation impact(40.2)(31.0)
Cash(9.4)(6.6)
Investment property contracted for sale(1.4)–
Borrowings for LVR calculation1 , 4 0 7. 01,221.5
Investment property4,533.94 ,7 91. 2
Lease liabilities(66.2)(65.9)
Assets for LVR calculation4 , 4 6 7.74,725.3
Loan to value ratio %31.5%25.9%
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
4647
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
2. Borrowings (continued)
2 .7. Net debt reconciliation
The table below details the movements in net debt during the year.
$ million
Bank
Facilities
Green
retail bonds
Retail
bonds
Wholesale
bonds
US Private
Placement
notes
Unamortised
costs
To t a l
borrowings
Lease
liabilities
Less:
Cash
Net
debt
As at 1 April 2023321.0150.0200.04 00.01 9 1 .7(3.6)1,259.165.9(6.6)1,318.4
Proceeds from borrowings1,742 . 0–––––1 ,74 2 .0––1 ,74 2 .0
Repayments from borrowings(1,453.0)–(10 0.0)–––(1,553.0)––(1,553.0)
Changes in fair value – foreign exchange translation impact––––9.2–9.2––9.2
Other–––––0 .70 .70.3(2.8)(1.8)
As at 31 March 2024610.0150.0100.0400.0200.9(2.9)1,458.066.2(9.4)1,514.8
$ million
Bank
Facilities
Green
retail bonds
Retail
bonds
Wholesale
bonds
US Private
Placement
notes
Unamortised
costs
To t a l
borrowings
Lease
liabilities
Less:
Cash
Net
debt
As at 1 April 20221 4 7. 0–300.04 00.0173 . 0(2.9)1 , 0 17. 166.0(3.6)1,079.5
Proceeds from borrowings964.0150.0––––1,114.0––1,114.0
Repayments from borrowings(790.0)–(10 0.0)–––(890.0)––(890.0)
Changes in fair value – foreign exchange translation impact––––1 8 .7–1 8 .7––1 8 .7
Other–––––( 0 .7 )(0 .7 )(0.1)(3.0)(3.8)
As at 31 March 2023610.0150.0200.0400.01 91 .7(3.6)1,259.165.9(6.6)1,318.4
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
3. Earnings per unit and net tangible assets (continued)
3.1. Earnings per unit (continued)
$ million20242023
Operating earnings before other income / (expenses) and tax135.6126.5
Current tax on operating earnings(14.2)(15.4)
Operating earnings after tax121.4111.1
Weighted units
Million20242023
Weighted units1 , 4 0 4 .71,4 03.3
cents per unit20242023
Operating earnings per unit before tax9.659.01
Operating earnings per unit after tax8.6 47. 9 2
Basic and diluted loss per unit after tax(40.21)(9.65)
3. Earnings per unit and net tangible assets
3.1. Earnings per unit
Earnings per unit measures are calculated as loss or 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 the Statement of
Comprehensive Income.
BACK TO
CONTENTS
4849
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
3. Earnings per unit and net tangible assets (continued)
3.2. Net tangible assets
Diluted units, comprising issued units plus deferred units not yet issued, are used to calculate net tangible assets (NTA)
per unit.
Diluted units
Million20242023
Issued units1,538.81,4 03.3
Diluted units1,538.81,403.3
20242023
Net tangible assets ($ million)3,0 99.13 , 4 4 0 .7
Net tangible assets per unit (cents)201.4245.2
4. Internalisation transaction
On 28 March 2024 the Trust settled the termination of its management arrangement with Goodman Group. The
Trust entered into contracts for $272.4 million with Goodman Group for GNZ agreeing to relinquish its rights under
the existing management arrangements as well as for the shares in Goodman Property Services (NZ) Limited (“GPS”)
and the provision of co-operation and services arrangements following settlement of the internalisation. These
contracts comprised of $250.0 million for the termination of the management arrangements between GMT and GNZ,
$11.3 million for the termination of the current property and development management agreements between GMT and
GPS and $11.2 million for co-operation services to be provided by Goodman Group to GMT.
The contract agreed that $17.6 million in aggregate was provided to Goodman Group in consideration for the sale to
GMT of Goodman Group’s interest in co-owned investment properties, the net tangible assets of GPS and in lieu of any
performance fee that may be payable to GNZ for the period from 1 April 2023 until settlement of the internalisation
under the terms of the Trust Deed. There will be no obligation for GMT to pay GNZ performance fees relating to
historical out-performance that would be carried forward (see note 12). As part of their employment contracts, GPS
employees are entitled to participate in certain long-term incentive plans. As part of the transaction, Goodman Group
has indemnified GMT for any future LTIP costs in relation to LTIP schemes in existence on internalisation of GMT until
such time as the awards vest.
To facilitate the settlement of the internalisation and related transactions, Goodman Industrial Trust subscribed for
$290.0 million of Units at a fixed price of $2.14 per unit. The price was determined on the basis of the higher of the
net tangible assets per Unit (taking account of preliminary 31 March 2024 valuations) or the 5-day volume-weighted
average price up to 20 February 2024. The Unit subscription was approved at a meeting of Unitholders on 26 March
2024. This is the acquisition date as the Unitholder approval is the key determinant to the effecting of the internalisation
transaction. The movement in unit price from 20 February 2024 to 26 March 2024 results in a total fair value of
consideration to be equal to $2.285 per unit or $309.6 million. The transaction has been accounted for as an exchange
of equity and for accounting the total consideration transferred has been reflected as the fair value of the equity
instruments on the date of the transaction.
4. Internalisation transaction (continued)
The table below summarises the transaction as agreed against the reported position.
$ million
Transaction
price as
agreed
1
Reported
transaction
price
2
Transaction
expense in
profit or loss
Surrender and termination of GNZ's management rights of GMT250.0250.0250.0
Payment to GNZ in lieu of Manager's performance fee14 .714 .714 .7
Co-operation Services Agreement11.211.2–
Company secretarial services provided by GMT to GMG(0.1)(0.1)–
Licence to use Goodman brand–––
Acquisition of GPS management rights11.32.42.4
Acquisition of GPS net assets1.31.3–
GMT acquisition of remaining co-owned property interests1.61.6–
Pre-existing employee benefits–28.5–
Transaction costs––8.4
Total290.0309.6275.5
1
As agreed on 20 February 2024
2
At fair value as of 26 March 2024
Acquisition of Goodman Property Services (NZ) Limited
Prior to the internalisation of GMT, GPS provided property management, development management and related
services to GNZ as Manager of the Trust. As a result of the internalisation transactions, GMT acquired 100% control
in the equity interests of GPS in exchange for GMT units subscribed by Goodman Group with settlement occurring on
28 March 2024. GPS is now the Manager of Goodman Property Trust and provide services directly to the Trust on a
cost recovery basis.
Judgement was involved in determining whether some or all of these transactions met the definition of a business
combination. It has been determined that the acquisition of GPS was a business combination.
The agreement for sale and purchase of shares in GPS between Goodman Limited and GMT included a clause in regard
to an indemnity provided by Goodman Limited to GMT for the pre-existing LTIP schemes. This clause creates assets
acquired at fair value being:
+ An indemnification asset relating to the past service component of these schemes, the value of which is equal to
the LTIP liabilities recognised at acquisition date (see below).
+ A prepayment asset of $28.5 million for the years remaining on the LTIP schemes which is a component of the
total consideration paid, being the future service element (see previous page).
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
5051
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
4. Internalisation transaction (continued)
The following table summarises the provisional amounts of the fair value of the assets acquired, and liabilities
assumed at the date of acquisition:
$ million2024
Cash1.5
Other assets0.1
Indemnification assets35.6
Property, plant & equipment1.6
Deferred tax assets0.2
Right-of-use assets2 .7
Lease liabilities(3.1)
Employee entitlements(36.0)
Other liabilities(1.3)
Net identifiable assets acquired1.3
Purchase consideration transferred1.3
5. Derivative financial instruments
Derivative financial instruments are used to manage exposure to interest rate risks and foreign exchange risks
arising from GMT’s borrowings.
5.1. Movement in fair value of financial instruments
$ million20242023
Interest rate derivatives(6.6)(4.9)
Cross currency interest rate derivatives relating to US Private Placement notes7. 68.8
Total movement in fair value of derivative financial instruments1.03.9
Foreign exchange rate movement on US Private Placement notes(9.2)( 1 8 .7 )
Total movement in fair value of financial instruments(8.2)(14.8)
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
the Statement of Comprehensive Income.
The Group does not apply hedge accounting.
KEY JUDGEMENT
The fair values of derivative financial instruments are determined
from valuations using Level 2 valuation techniques. 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 the 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 31 March 2024 of between 5.64% for the 90-day
BKBM and 4.37% for the 10-year swap rate (2023: 5.23% for
the 90-day BKBM and 4.30% 10-year swap rate). There were no
changes to these valuation techniques during the year.
5. Derivative financial instruments (continued)
5.2. Derivative financial instruments
$ million20242023
Cross currency interest rate derivatives
Non-current assets26.418.8
Interest rate derivatives
Non-current assets12.024.1
Current assets3.8–
Non-current liabilities(6.8)(10.1)
Current liabilities(2.1)(0.5)
Net derivative financial instruments33.332.3
5.3. Additional derivative information
20242023
Cross currency interest rate derivatives
Notional contract value as fixed rate receiver ($ million)16 0 .716 0 .7
Percentage of US Private Placement notes borrowings converted
to floating rate NZD payments10 0%10 0%
Weighted average term to maturity (years)3.54.5
Cross currency interest rate derivatives recorded at fair value are expected to be
terminated upon repayment of the US Private Placement notes as detailed in note 2.2.
Interest rate derivatives
Notional contract value as fixed rate payer ($ million)610.0560.0
Interest rate range as fixed rate payer0.4% – 5.0%0.4% – 4.7%
Notional contract value as fixed rate receiver ($ million)
1
200.0250.0
Weighted average term to maturity of borrowings fixed,
including retail and wholesale bonds (years)4.14.8
Percentage of borrowings fixed, including retail and wholesale bonds75%86%
1
The fixed rate receiver derivative expiries align with certain bonds, to convert a portion of bonds back to floating rate interest.
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
5253
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
6. Administrative expenses
Administrative expenses are incurred to manage the operational activity of GMT.
$ million20242023
Valuation fees(1.1)(0.8)
Trustee fees(0.5)(0.5)
Auditor’s fees(0.5)(0.4)
Other costs(1.5)( 1 .7 )
Total administrative expenses (3.6)(3.4)
Fees paid to auditor
$ million20242023
Audit and review of financial statements
1
(0.8)(0.4)
Other assurance services and other agreed-upon procedures engagements––
Other services––
Total auditor’s fees paid to auditor(0.8)(0.4)
1
Includes scope changes for costs relating to the internalisation transaction ($0.3 million) which have been classified within internalisation
transaction costs.
Other assurance services
and other agreed-upon
procedures engagements
Fees for other assurance related services of $29,350 comprise scrutineering
fees on the special meeting of unitholders, agreed upon procedures on the
financial covenants of the bank facilities, agreed upon procedures on the NTA of
GPS and reporting to the supervisor of GMT Bond Issuer Limited (2023: $18,700
comprise assurance services on the performance fee calculation, agreed upon
procedures on the financial covenants of the bank facilities and reporting to the
supervisor of GMT Bond Issuer Limited). PwC have been engaged to perform
an operational emissions and sustainability gap analysis in relation to climate
reporting and assurance in regard to the use of proceeds for the Group’s green
lending arrangements. These services had not commenced as of balance date.
7. Related party assets
Goodman Group has indemnified the Trust for the settlement of the existing long-term incentive plan that GPS staff are
entitled to (the ‘pre-existing GMG LTIP’ and the ‘pre-existing GMT LTIP’). All costs and liabilities owing to the employees
relating to awards granted before settlement of the internalisation will be met by Goodman Group.
$ million20242023
Current
Co-operation Services Agreement1.1–
Indemnification assets14.2–
Prepayment assets1.3–
Other related party assets2.8–
Total current related party assets19.4–
Non-current
Co-operation Services Agreement10.0–
Indemnification assets19.3–
Prepayment assets2 7. 2–
Total non-current related party assets56.5–
Total related party assets75.9–
ACCOUNTING POLICIES
The Co-operation Services Agreement with Goodman Group is initially recognised at fair value and subsequently
measured at amortised cost (over an initial 10-year amortisation period).
The indemnification assets are recognised as part of the business combination in relation to the past service
component of the pre-existing LTIPs (see note 4). The value of the indemnification assets is therefore equal
to the pre-existing LTIP liabilities recognised at acquisition date and is subsequently measured on the same
basis as the corresponding LTIP liability (see note 8) with the movements recognised through the Statement of
Comprehensive Income.
Prepayment assets are recognised for the years remaining on the pre-existing LTIP schemes in relation to
the component of the total consideration paid, being the future service element. As part of the internalisation
transaction, a prepayment has been recognised in return for Goodman Limited assuming the liability for the
pre-existing LTIPs for which GPS receives the benefit of the future service from the employees. This asset is
initially recognised at cost, being the fair value at the date of settlement and subsequently measured at cost less
impairment over the term of the prepayment.
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
5455
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
8. Employee benefits liabilities
The pre-existing GMG LTIP employee benefit expense relates to performance rights previously awarded to employees
under the Goodman Group (“GMG”) long-term incentive plan (“LTIP”). All full-time and part-time permanent employees
were eligible to participate. The performance rights entitle an employee to acquire GMG stapled securities for nil
consideration, subject to the vesting conditions having been satisfied. At vesting, settlement will be made directly by
GMG with no additional financial impact to the Group than the value attributed to the indemnification asset (see note 4).
The future performance and settlement of this award is a responsibility of GMG until the vesting conditions around the
service period cease.
The pre-existing GMT LTIP share based payments expense relates to performance rights previously awarded to
employees under the GMT long-term incentive plan (“LTIP”). All full-time and part-time permanent employees were
eligible to participate. The performance rights entitle an employee to acquire GMT units for nil consideration, subject to
the vesting conditions having been satisfied. These rights are vested subject to meeting performance hurdles based on
the achievement of operating earnings targets by GMT and the relevant total unitholder return from holding GMT units
compared to other New Zealand Stock Exchange (“NZX”) property vehicles. At vesting, settlement will be made by a
cash payment equivalent to the value of units, with the financial impact to the Group to be reimbursed by GMG as per
the terms of the sale of the GPS to GMT.
$ million20242023
Current
Employee entitlements3.2–
Employee benefits liabilities – pre-existing GMT LTIP5.2–
Employee benefits liabilities – pre-existing GMG LTIP8.9–
Total current employee benefits liabilities17. 3–
Non-current
Employee benefits liabilities – pre-existing GMT LTIP8.1–
Employee benefits liabilities – pre-existing GMG LTIP11.1–
Total non-current employee benefits liabilities19.2–
Total employee benefits liabilities36.5–
ACCOUNTING POLICIES
Employee entitlements are initially recognised at fair value and subsequently measured at amortised cost. Items
recorded as current are expected to be settled within the next twelve months.
The Trust has recognised a cash-settled share-based payment in relation to the pre-existing GMT LTIP and an
employee benefit expense in relation to the pre-existing GMG LTIP.
The pre-existing GMT LTIP performance rights is calculated over the period to the vesting date and is adjusted to
reflect the actual number of rights for which the related service and non-market vesting conditions are expected
to be met. The liability recognised is remeasured at each balance date using the GMT market price, with the
movement in liability recorded through the Statement of Comprehensive Income.
The pre-existing GMG LTIP performance rights are settled directly between GMG and staff. This is calculated over
the period to the vesting date and is adjusted to reflect the actual number of rights for which the related service
and non-market vesting conditions are expected to be met. The liability recognised is remeasured at each balance
date using the GMG market price and AUD/NZD exchange rate, with the movement in liability recorded through the
Statement of Comprehensive Income.
8. Employee benefits liabilities (continued)
The fair value of services received in return for performance rights granted under the LTIP is measured by reference to the
fair value of the performance rights granted. The fair value of these pre-existing LTIP performance rights was measured
as follows:
+ Operating EPS hurdles: are assessed using Management’s estimates of achieving these targets. These estimates are
based on information regarding the expected performance for GMG as publicly reported and are consistent with the
valuation approach taken by GMG for recognition of LTIPs in its financial statements or based on internal forecast
information in the business plan for GMT as presented to the Board, both risk adjusted for the passage of time.
+ Relative TSR tranches: these rights were valued using a Monte Carlo model which simulated total returns for each
of the ASX 100 stocks / NZX Property vehicle stocks and discounted the future value of any potential future vesting
performance rights to arrive at a present value. The model uses statistical analysis to forecast total returns, based on
expected parameters of variance and co-variance.
The movement in the number of performance rights was as follows:
Number of rights
Pre-existing
G M G LT I P
2024
Pre-existing
GMT LTIP
2024
Outstanding at the beginning of the year––
Performance rights acquired on acquisition of subsidiary1,4 89,6 0114,021,851
Outstanding at the end of the year1,489,60114,021,851
The model inputs for the remeasurement of the pre-existing GMG LTIPs at 31 March 2024 included the following:
Rights issued
in FY24
Rights issued
in FY23
Rights issued
in FY22
Rights issued
in F Y21
Rights issued
in FY20
Fair value at measurement date ($)28.3828.5116.8 436.8536.85
Security price ($)36.8536.8536.8536.8536.85
Exercise price ($)–––––
Expected volatility (%)29.3224.072 7. 17––
Rights’ expected weighted average life (years)3.42.41.40.90.4
Dividend/distribution yield per annum (%)–––––
NZD/AUD exchange rate1.091.091.091.091.09
Average risk free rate of interest per annum (%)4.283.884.22––
The model inputs for the remeasurement of the pre-existing GMT LTIPs at 31 March 2024 included the following:
Rights issued
in FY24
Rights issued
in FY23
Rights issued
in FY22
Rights issued
in F Y21
Rights issued
in FY20
Fair value at measurement date ($)1.4 32.022.282.282.28
Security price ($)2.282.282.282.282.28
Exercise price ($)–––––
Expected volatility (%)16.8314.61–––
Rights’ expected weighted average life (years)3.22.21.20 .70.2
Dividend/distribution yield per annum (%)3.073.00–––
Average risk free rate of interest per annum (%)4.555 .17–––
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
5657
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
9. Debtors and other assets
$ million20242023
Debtors1.51.5
Prepayments1.91.3
Interest receivable5.65.1
Other assets0.12.5
Total debtors and other assets9.110.4
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 the Group will be unable to collect
amounts due. The simplified approach to providing for expected credit losses 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.
10. Creditors and other liabilities
$ million20242023
Creditors0.40.9
Interest payable12.612.4
Related party payables–2.8
Accrued capital expenditure20.021.5
Other liabilities15.27. 5
Total creditors and other liabilities48.245.1
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.
11. Ta x
11.1. Tax expense
$ million20242023
Loss before tax(626.5)(126.0)
Tax at 28%17 5 . 435.3
Depreciation of investment property1 2 .710.1
Movement in fair value of investment property(133.9)(66.5)
Deductible net expenditure for investment property9.38.2
Derivative financial instruments(2.1)(3.9)
Internalisation transaction( 7 7. 0 )–
Change in tax depreciation method 1.1–
Prior period adjustments0.31.4
Current tax on operating earnings(14.2)(15.4)
Internalisation transaction1 5 .7–
Current tax on non-operating earnings15.7–
Current tax1.5(15.4)
Depreciation of investment property( 1 2 .7 )(10.1)
Reduction of liability in respect of depreciation recovery income13.513.5
Deferred expenses(3.0)(1.4)
Derivative financial instruments2.14.0
Borrowing issue costs0.1–
Tax losses 6 0.1–
Deferred tax60.16.0
Total tax61.6(9.4)
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.
ACCOUNTING POLICIES
Tax expense for the year comprises current and deferred tax recognised in the Statement of Comprehensive Income.
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.
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
5859
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
11. Tax (continued)
11.2. Deferred tax
$ million20242023
Deferred tax assets
Tax losses6 0.1–
Employee benefits liabilities9.3–
Total deferred tax assets69.4–
Deferred tax liabilities
Investment properties – depreciation recoverable( 17. 9 )( 1 8 .7 )
Investment properties – deferred expenses(14.3)(11.3)
Derivative financial instruments2.30.2
Borrowings issue costs(0.1)(0.2)
Indemnification asset(9.3)–
Total deferred tax liabilities(39.3)(30.0)
Net deferred tax assets / (liabilities)30.1(30.0)
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.
12. Related party disclosures
As outlined in note 4, GMT internalised its management with settlement occurring on 28 March 2024. From this date
no further fees were payable to the former Manager with the costs of managing GMT to be incurred directly. The
information below relates to fees paid to related parties prior to internalisation.
Related party transactions with regard to the internalisation transaction are disclosed in note 4 and related party assets
are disclosed in note 7. The Goodman Group entities continue to be related parties of GMT and its subsidiaries as GIH is
a significant shareholder with GMT being equity accounted in the financial statements of Goodman Group.
12. Related party disclosures (continued)
Entity
Nature of relationship pre-internalisation
(up to 28 March 2024)
Nature of relationship post-internalisation
(from 28 March 2024)
Goodman (NZ) LimitedGNZManager of the TrustSubsidiary of GL
Goodman Property Services
(NZ) Limited
GPSProvider of property management,
development management and
related services to the Trust
Manager of the Trust and subsidiary
Goodman Investment Holdings
(NZ) Limited
GIHUnitholder in GMTUnitholder in GMT
Goodman LimitedGLParent entity of GNZ & GIH.
Parent entity of GPS
Parent entity of GNZ & GIH,
and provider of support services
Goodman Industrial TrustGITUnitholder in GMT and
property co-owner with GMT
Unitholder in GMT
12 .1. Transactions with related parties
Related
party
Recorded Capitalised Outstanding
$ million202420232024202320242023
Manager’s base feeGNZ(18.9)(19.7)1 .72.1–(1.6)
Property management fees
(1)
GPS(4.5)(4.0)–––(0.3)
Leasing feesGPS(2.8)(3.2)–––(0.1)
Acquisition and disposal feesGPS–(1.0)–1.0––
Minor project feesGPS(1.1)(0.8)1.10.8–(0.2)
Development management feesGPS(13.1)(3.1)13.13.1–(0.6)
Total fees(40.4)(31.8)15.97. 0–(2.8)
Reimbursement of expenses
for services providedGPS(2.5)(2.0)0.80.3––
Gross lease receipts receivedGPS0.20.2––––
Issue of units for Manager’s
performance fee reinvestedGIH–1 5 .7––––
Distributions paidGIT(4.6)(3.3)––––
Distributions paidGIH( 17. 0 )( 17. 1 )––––
(1)
Of the property management fees charged by GPS, $4.0 million was paid by customers and was not a cost borne by GMT (2023: $3.2 million).
12.2. Other related party transactions
Capital transactions
Capital transactions that occurred with former related parties could 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
(2023: none).
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
6061
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
12. Related party disclosures (continued)
12.2. Other related party transactions (continued)
Key management personnel
Key management personnel are those people with the responsibility and authority for planning, directing and controlling
the activities of an entity. Prior to internalisation, as the Trust did not have any employees or Directors, key management
personnel was considered to be the former Manager (GNZ). All compensation paid to the Manager is disclosed within
this note. Post internalisation the key management personnel are considered to be the Directors, the Chief Executive
Officer, the Chief Financial Officer and the General Counsel. Total key management personnel expenses for the period
between 26 March 2024 and 31 March 2024 are detailed in the table below.
$26 March 2024 to 31 March 2024
Base salary16,356
Short-term incentive15,452
Long-term incentive14 9,76 6
Total 181,574
No fees were paid to Directors of GPS for the period 26 March 2024 to 31 March 2024.
Related party investment in GMT
At 31 March 2024, Goodman Group, GNZ’s ultimate parent, through its subsidiary Goodman Investment Holdings (NZ)
Limited, held 278,063,312 units in GMT out of a total 1,538,768,535 units on issue (31 March 2023: 278,063,312
units in GMT out of a total 1,403,254,516 units).
At 31 March 2024, Goodman Group, GNZ’s ultimate parent, through Goodman Industrial Trust, held 210,871,396
units in GMT out of a total 1,538,768,535 units on issue (31 March 2023: 75,357,377 units in GMT out of a total
1,4 03,254,516 u n i t s).
Licence to use Goodman brand
Goodman Group have granted GMT and GPS a non-exclusive, non-transferable licence to continue to use the
“Goodman” brand for so long as Goodman Group holds at least 10% of the units in GMT. There will be no ongoing fee
payable for use of the Goodman brand under the Brand Licence Agreement.
In using the Goodman brand, GMT and GPS will be required to follow Goodman Group brand guidelines and Goodman
Group may terminate the licence in customary circumstances, including in the event of serious or unremedied breach.
There will be a two-month transition period to cease using the brand once GMT is no longer entitled to do so.
12.3. Explanation of related party transactions
Manager’s base fee
Up to the date of internalisation, the former Manager’s base fee was 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
Up to the date of internalisation, the former Manager was 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), 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, (the “Peer Group”) with the index being compiled by a suitably qualified and
experienced person.
As part of the internalisation, a payment in lieu of the performance fee of $14.7 million was paid to GNZ to settle GMT’s
performance fee obligations. This was calculated to be equivalent to the maximum performance fee payable in the year
to 31 March 2024.
12. Related party disclosures (continued)
12.3. Explanation of related party transactions (continued)
Property management fees
Up to the date of internalisation, property management fees were paid to GPS for day to day management of properties.
Leasing fees
Up to the date of internalisation, leasing fees were paid to GPS for executing leasing transactions.
Acquisition and disposal fees
Up to the date of internalisation, acquisition and disposal fees were paid to GPS for executing sale and purchase
agreements.
Minor project fees
Up to the date of internalisation, minor project fees were paid for services provided to manage capital expenditure
projects for stabilised properties.
Development management fees
Up to the date of internalisation, development management fees were paid for services provided to manage capital
expenditure projects for developments.
Reimbursement of expenses for services provided
Up to the date of internalisation, certain services were provided by GPS instead of using external providers, with these
amounts reimbursed on a cost recovery basis.
Gross lease receipts
Up to the date of internalisation, rent was received by GMT from GPS for the office leased by GPS at Highbrook
Business Park.
12.4. Related party capital commitments
$ millionRelated party20242023
Development management fees for developments in progressGPS–16.4
Total related party capital commitments–16.4
13. Commitments and contingencies
13.1. 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 12.4.
$ million20242023
Completion of developments39.9202.2
Total non-related party capital commitments39.9202.2
13.2. Contingent liabilities
The Group has no material contingent liabilities (2023: none).
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
6263
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
14. Reconciliation of loss after tax to net cash flows from operating activities
$ million20242023
Loss after tax(564.9)(135.4)
Non-cash items:
Movement in fair value of investment property478.42 3 7.7
Deferred lease incentives and leasing costs( 7. 1 )(0.5)
Fixed rental income adjustments(4.4)(2.8)
Issue costs and subsequent amortisation for non-bank borrowings0 .7( 0 .7 )
Movement in fair value of derivative financial instruments8.214.8
Manager’s performance fee expected to be reinvested in units–( 1 5 .7 )
Internalisation transaction272.5–
Deferred tax–(6.0)
Net cash flows from operating activities before changes in assets and liabilities183.491.4
Movements in working capital from:
Debtors and other assets0.4(4.8)
Creditors and other liabilities(0.1)4.6
Tax liabilities( 71.6)–
Movements in working capital(71.3)(0.2)
Net cash flows from operating activities112.191.2
SIGNIFICANT TRANSACTION
The internalisation transaction, as detailed in note 4, was settled via a non-cash payment direction with no cash
movements required.
15. 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.
15.1. Financial instruments
The following items in the Balance Sheet are classified as financial instruments: Cash, debtors and other assets
(excluding prepayments), 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 the Statement of Comprehensive Income.
15. Financial risk management (continued)
15.1. Financial instruments (continued)
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
Statement of
Comprehensive Income
Instruments recorded at fair value through the Statement of Comprehensive
Income have their fair value measured via active market inputs, or by using
valuation techniques if no active market exists.
15.2. 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 1% change to interest rates.
$ million20242023
Impact to loss after tax of a 1% increase in interest rates(3.6)( 1 .7 )
Impact to loss after tax of a 1% decrease in interest rates3.61 .7
15.3. 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.
BACK TO
CONTENTS
6465
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
15. Financial risk management (continued)
15.4. 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.
$ millionYear 1Year 2Year 3Year 4Year 5
Year 6
and later
To t a l
cash flows
Carrying
value
2024
Borrowings16 9.8444.81 9 2 .7426.4195.4212.41,6 41.51 , 4 2 0 .7
Derivative financial instruments–––––––8.9
Lease liabilities3.32.01.00.80.2–7. 366.2
Creditors and other liabilities48.2–––––48.248.2
Total221.3446.81 9 3 .7427.2195.6212.41,697.01,544.0
2023
Borrowings154.9395.31 5 7. 827.04 17. 4270.61,423.01 , 2 3 1 .7
Derivative financial instruments–––––––10.6
Lease liabilities3.53.53.21.91.00.914.065.9
Creditors and other liabilities4 5.1–––––4 5.14 5.1
Total203.5398.8161.028.9418.4271.51,482.11,353.3
15.5. 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, wholesale 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 retail bonds, wholesale bonds and US Private Placement notes, 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.
15. Financial risk management (continued)
15.6. Fair value of financial instruments
Except for the retail bonds, green retail bonds, wholesale 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, green retail
bonds, wholesale bonds and US Private Placement notes are as follows:
$ millionFair value hierarchy20242023
Retail bondsLevel 19 9 .71 9 7. 1
Green retail bondsLevel 114 4.514 3.4
Wholesale bondsLevel 2350.53 41 .7
US Private Placement notesLevel 2U S $ 1 0 6 .7U S $10 9.4
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 wholesale bonds and US Private Placement notes,
is measured using a present value calculation of the future cash flows 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. During the year, there were no transfers between levels of the fair
value hierarchy.
16. Major customer disclosure
The Group is required to provide information about the extent of its reliance on its major customers (being 10 per cent
or more of an entity’s revenues). For the year ended 31 March 2024, the Group had one customer with total revenue of
$24.4 million, which amounted to 10.0% of the Group’s revenue (2023: none).
17. Operating segments
The Trust’s activities are reported to the Board of Directors of the Manager as a single operating segment; therefore,
these financial statements are presented in a consistent manner to that reporting.
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
6667
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
Our opinion
In our opinion, the accompanying financial statements of the Trust, including its subsidiaries (the Group), present fairly, in all
material respects, the financial position of the Trust as at 31 March 2024, 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 Accounting Standards (IFRS Accounting Standards).
What we have audited
The Trust's financial statements comprise:
— the balance sheet as at 31 March 2024;
— the statement of comprehensive income 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 notes to the financial statements, comprising material accounting policy information and other
explanatory information.
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.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for
Assurance Practitioners (including International Independence Standards) (New Zealand) (PES 1) issued by the New Zealand
Auditing and Assurance Standards Board and the International Code of Ethics for Professional Accountants (including
International Independence Standards) issued by the International Ethics Standards Board for 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 including agreed upon procedures engagements in relation to the following
areas: financial covenants of the bank facilities, scrutineering services, net tangible asset reporting for Goodman Property
Services Limited (the “Manager”) and reporting to the supervisor of GMT Bond Issuer Limited. We have been engaged to
perform an operational emissions and sustainability gap analysis in relation to climate reporting. We have also been engaged
to provide assurance in regard to the use of proceeds for the Group’s green lending arrangements. Prior to the acquisition of
the Manager we provided benchmarking data in relation to executives of the Manager. The provision of these services has
not impaired our independence as auditor of the Group.
Key audit matters
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. These matters were 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 these matters.
Description of the key audit matterHow our audit addressed the key audit matter
Accounting for the internalisation transaction
On 26 March 2024, the Group acquired Goodman
Property Services (NZ) Limited (“GPS”) and terminated
Goodman (NZ) Limited’s management rights (together,
the “internalisation transaction’) as disclosed in Note 4
Internalisation transaction.
We consider this internalisation transaction to be a key audit
matter due to the significance of this transaction to the Group,
the importance of this matter to the understanding of the
financial statements as a whole, and the extent of our audit
effort in this area.
It was concluded that the acquisition of GPS constitutes a
business combination and that the Trust is the acquirer.
Management has determined that the transfer date for this
transaction was 26 March 2024. The purchase consideration
was valued at $309.6m, which consisted of units in the Trust
issued to Goodman Industrial Trust.
As a result of this transaction, the Group acquired net
assets at fair value of GPS of $1.3m (which included an
indemnification asset of $35.6m for existing long term
incentive plan obligations for past service held in GPS on
acquisition) and the Group made a prepayment of $28.5m for
future service obligations relating to these plans. Judgement
was required to measure the fair value of all assets and
liabilities acquired on transaction date, in particular, liabilities
for existing long term incentive plans and recognition of an
asset from Goodman Limited for the future settlement of these
long term incentive plans once vested.
As part of the internalisation transaction the Group has
incurred total expenses of $275.5m, being a component of
the total consideration of $309.6m, of which $250m has been
allocated to the termination of management rights. The Group
has received a binding ruling to confirm the deductibility of this
$250m payment.
We read the relevant documents including the Agreement for
Termination of Management Rights, Agreement for Sale, and
Purchase of Shares and the Implementation Deed.
We assessed management’s conclusions on the following
matters:
— how the acquisition of GPS meets a business combination;
— who the acquirer of GPS is and how they have been
identified;
— how the date of the internalisation transaction has been
determined;
— how the consideration for the internalisation transaction
was determined and settled by a payment direction; and
— the basis of recognising and measuring the fair value of
the identifiable assets acquired, the liabilities assumed
and prepayment made as part of the internalisation
transaction.
We challenged the assessments made by management,
as noted above, and obtained appropriate supporting
documentation where we determined it necessary. We also
engaged our internal technical accounting team to support the
conclusions reached.
In validating the fair value assigned to the units issued to
Goodman Industrial Trust as consideration, we compared
the contractual price per unit to the market unit price on
acquisition date and recalculated the total value of the units
issued. We engaged our valuation experts to assess the fair
values of the long term incentive liabilities and the value of the
corresponding asset for future settlement of these long term
incentives by Goodman Limited.
We reviewed the binding ruling received by the Group from
Inland Revenue confirming the deductibility of the $250m
payment for termination of management rights.
We also considered the appropriateness of the disclosures
made in the financial statements.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland, 1142, New Zealand
T: +64 9 355 8000, www.pwc.co.nz PwC
INDEPENDENT AUDITOR’S REPORT
To the unitholders of Goodman Property Trust (the Trust)
INDEPENDENT AUDITOR’S REPORT — CONTINUED
To the unitholders of Goodman Property Trust (the Trust)
BACK TO
CONTENTS
6869
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
Description of the key audit matterHow our audit addressed the key audit matter
Valuation of investment property
As disclosed in note 1, the portfolio of investment properties
comprising stabilised properties and investment property
under development held by the Group was valued at
$4,533.9m as at 31 March 2024.
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
existence of significant estimation uncertainty coupled with
the size and value of the investment property portfolio, is why
we have given specific audit focus and attention to this area
and therefore why this is a key audit matter.
Valuations were carried out by independent registered
valuers. The valuers performed their work in accordance with
the International Valuation Standards and the Australia and
New Zealand Valuation and Property Standards. The valuers
engaged are well-established and experienced in the market 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, discount rates, market rental, rental growth
rates and terminal capitalisation rates, based on available
market data and transactions, to arrive at a range of valuation
outcomes, from which they derive a point estimate.
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.
Prior to finalising the valuations, the Manager verifies all key
inputs to the valuations, assess property valuation movements
against prior periods, hold discussions with the directors of the
Manager on the process and results of the valuation.
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.
In assessing the individual valuations, we performed the
procedures outlined below.
We held discussions with management and the valuers to
understand:
— movements in the Group’s investment property portfolio;
— changes in the conditions of properties within the
portfolio;
— the impact of climate change and related risks on the
portfolio; and
— the controls in place over the valuation process.
On a sample basis, we:
— obtained an understanding of the key valuation inputs;
— agreed forecast contractual rental and lease terms to
lease agreements with tenants; and
— considered whether seismic assessments and/or
capital maintenance requirements had been taken into
account in the valuations, with reference to supporting
documentation.
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. We also assessed the valuers’
qualifications, expertise and objectivity and found no
evidence to suggest that their objectivity in performing the
valuations was compromised.
We also engaged our own valuation expert to critique
and independently assess the valuation, based on their
market and valuation knowledge, the work performed,
and assumptions and estimates made by the valuers, on a
sample basis.
We considered the appropriateness of disclosures made in
the financial statements.
Our audit approach
Overview
MaterialityOur materiality for the Group is $6.78m. This is based on 5% of Profit before tax excluding
internalisation transaction and movements in fair value of investment property and financial
instruments for the Group.
We chose Profit before tax excluding performance fee, management rights termination costs
and movements in fair value of investment property and financial instruments as the benchmark
because, in our view, it is the benchmark against which the performance of the Group is most
commonly measured by users of the financial statements.
Key audit mattersAs reported above, we have two key audit matters, being:
— Accounting for the internalisation transaction
— Valuation of investment property
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we considered where management made subjective judgements; for example, in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain. 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.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance
about whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error.
They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall
materiality for the financial statements of the Trust 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 of the Trust as a whole.
How we tailored our audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the financial
statements of the Group as a whole, taking into account the structure of the Group, the Group's investments and the accounting
and registry processes and controls.
The Directors of the Manager are responsible for the governance and control activities of the Group.
In completing our audit, we performed relevant audit procedures over the control environment of and the Directors of the
Manager to support our audit conclusions.
INDEPENDENT AUDITOR’S REPORT — CONTINUED
To the unitholders of Goodman Property Trust (the Trust)
INDEPENDENT AUDITOR’S REPORT — CONTINUED
To the unitholders of Goodman Property Trust (the Trust)
PwCPwC
BACK TO
CONTENTS
7071
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
Other information
The Directors of the Manager are responsible for the other information. The other information comprises the information
included in the annual report (but does not include the financial statements and our auditor’s report thereon), and the
sustainability report to be published at a later date. Other than the sustainability report which we will receive at a later date,
we have received all the other information expected to be included in the annual report.
Our opinion on the financial statements does not cover the other information and we do not and will not express any form of
audit opinion or assurance conclusion thereon.
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.
When we read the sustainability report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to the Directors of the Manager and use our professional judgement to determine the appropriate
action to take.
Responsibilities of the Directors of the Manager for the financial statements
The Directors of the Manager are responsible for the preparation and fair presentation of the financial statements in
accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the Directors of the Manager
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 of the Manager are responsible for assessing the Trust'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 of the Manager either intend to liquidate the Trust or to cease operations, or has 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), 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 those charged with governance
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 financial
statements or, if such disclosures are inadequate, to modify our 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; and
— obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the Group audit. We remain solely responsible for the audit opinion.
We communicate with those charged with governance 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 identified during the audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters 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.
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'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 Lisa Crooke.
For and on behalf of:
Chartered Accountants Auckland
27 May 2024
INDEPENDENT AUDITOR’S REPORT — CONTINUED
To the unitholders of Goodman Property Trust (the Trust)
INDEPENDENT AUDITOR’S REPORT — CONTINUED
To the unitholders of Goodman Property Trust (the Trust)
PwCPwC
BACK TO
CONTENTS
7273
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GOODMAN PROPERTY TRUST
GMT BOND
ISSUER LIMITED
FINANCIAL
STATEMENTS
for the year ended 31 March 2024
CONTENTS
STATEMENT OF COMPREHENSIVE INCOME 76
BALANCE SHEET 76
STATEMENT OF CHANGES IN EQUITY 77
STATEMENT OF CASH FLOWS 77
GENERAL INFORMATION 78
NOTES TO THE FINANCIAL STATEMENTS
1. Borrowings 79
2. Advances to related parties 79
3. Administrative expenses 80
4. Commitments and contingencies 80
5. Reconciliation of profit after tax to
net cash flows from operating activities 80
6. Financial risk management 81
7. Equity 83
INDEPENDENT AUDITOR’S REPORT 84
The Board of GMT Bond Issuer Limited,
authorised these financial statements
for issue on 27 May 2024. For and on
behalf of the Board:
John Dakin
Chair
Laurissa Cooney
Chair, Audit Committee
GMT’s urban logistics portfolio is exclusively
invested in the Auckland industrial market and
provides its 200+ customers with essential
supply chain infrastructure.
BACK TO
CONTENTS
7574
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2024
STATEMENT OF CASH FLOWS
For the year ended 31 March 2024
BACK TO
CONTENTS
7677
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
$ million20242023
Interest income25.628.8
Interest cost(25.6)(28.8)
Profit before tax––
Ta x––
Profit after tax attributable to shareholder––
Other comprehensive income––
Total comprehensive loss for the year attributable to shareholder––
BALANCE SHEET
As at 31 March 2024
$ millionNote20242023
Non-current assets
Advances to related parties 2550.0 650.0
Current assets
Advances to related parties210 0.0 10 0.0
Interest receivable from related parties7. 1 7. 5
Cash0.1 0.1
Total assets6 5 7. 2 7 5 7. 6
Non-current liabilities
Borrowings1550.0 650.0
Current liabilities
Borrowings110 0.0 10 0.0
Interest payable7. 2 7. 6
Total liabilities6 5 7. 2 7 5 7. 6
Net assets––
Equity
Contributed equity7––
Retained earnings ––
Total equity––
$ millionNote20242023
Cash flows from operating activities
Interest income received26.0 26.9
Interest costs paid(26.0)(26.9)
Net cash flows from operating activities5– –
Cash flows from investing activities
Repayment of related party advances10 0.010 0.0
Related party advances made– (150.0)
Net cash flows from investing activities100.0(50.0)
Cash flows from financing activities
Proceeds received from issue of green retail bonds– 150.0
Repayment of retail bonds(10 0.0) (10 0.0)
Net cash flows from financing activities100.0 50.0
Net movement in cash– –
Cash at the beginning of the year0.10.1
Cash at the end of the year0.10.1
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2024
$ million
Contributed
equity
Retained
earningsTo t a l
As at 1 April 2022–––
Profit after tax–––
As at 31 March 2023–––
Profit after tax–––
As at 31 March 2024–––
There are no items of other comprehensive income to include within changes in equity, therefore profit after tax equals
total comprehensive income.
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2024
GENERAL INFORMATION
For the year ended 31 March 2024
BACK TO
CONTENTS
7879
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
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 retail bonds and green retail bonds
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 Accounting
Standards (“IFRS Accounting Standards”).
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.
Material 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
Statement of
comprehensive
income
Instruments recorded at fair value
through Statement of comprehensive
income 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.
1. Borrowings
1.1. Composition of borrowings
Carried atDate issuedMaturityInterest rate
2024
$ million
2023
$ million
Retail bonds – GMB040Amortised costMay 17May 244.540%10 0.010 0.0
Retail bonds – GMB050Amortised costMar 18Sep 234.000%–10 0.0
Green retail bonds – GMB060Amortised costApr 22Apr 274.740%150.0150.0
Wholesale bonds – 8 yearsAmortised costSep 20Sep 282.262%50.050.0
Wholesale bonds – 10 yearsAmortised costSep 20Sep 302.559%150.0150.0
Wholesale bonds – 6 yearsAmortised costDec 21Dec 273.656%200.0200.0
Total650.0750.0
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 atDate issuedMaturityInterest rate
2024
$ million
2023
$ million
Advance made to Goodman
Property Trust in May 2017
Amortised costMay 17May 244.540%10 0.010 0.0
Advance made to Goodman
Property Trust in March 2018
Amortised costMar 18Sep 234.000%–10 0.0
Advance made to Goodman
Property Trust in April 2022
Amortised costApr 22Apr 274.740%150.0150.0
Advance made to Goodman
Property Trust in September 2020
Amortised costSep 20Sep 282.262%50.050.0
Advance made to Goodman
Property Trust in September 2020
Amortised costSep 20Sep 302.559%150.0150.0
Advance made to Goodman
Property Trust in December 2021
Amortised costDec 21Dec 273.656%200.0200.0
Total650.0750.0
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
8081
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
2. Advances to related parties (continued)
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.
3. Administrative expenses
Goodman Property Trust, the Company’s parent, paid all fees for audit services provided to the Company
(2024: $18,300, 2023: $17,000) and audit related services of reporting to the Supervisor (2024: $3,600,
2023: $3,300).
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
$ million20242023
Profit after tax– –
Movements in working capital from:
Interest receivable from related parties0.4(1.9)
Interest payable(0.4)1.9
Movements in working capital– –
Net cash flows from operating activities– –
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 Audit Committee of the Manager of GMT the responsibility to review the effectiveness
and efficiency of management processes, risk management and internal financial controls and systems as part of their
duties. Effective from 28 March 2024, the Manager of GMT is Goodman Property Services (NZ) Limited. Prior to this
date the Manager of GMT was Goodman (NZ) Limited.
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.
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 a rating of BBB with S&P Global Ratings.
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.
NOTES TO THE FINANCIAL STATEMENTS — CONTINUED
For the year ended 31 March 2024
BACK TO
CONTENTS
8283
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
6. Financial risk management (continued)
6.4. Liquidity risk (continued)
The following table outlines the Company’s financial assets and liabilities by their relevant contractual maturity date.
Values are the contractual undiscounted cash flows and include both principal and interest where applicable.
$ millionYear 1Year 2Year 3Year 4Year 5
Year 6
and later
To t a l
cash flows
Carrying
value
2024
Cash0.1 – – – – – 0.1 0.1
Financial assets
– Advances to related parties120.119.419.4360.554.3155.5729.26 5 7. 1
Financial liabilities
– Borrowings(120.2)(19.4)(19.4)(360.5)(54.3)(155.5)(729.3)( 6 5 7. 2 )
Total––––––––
2023
Cash0.1 – – – – – 0.1 0.1
Financial assets
– Advances to related parties125.5120.219.419.4360.520 9.8854.8757.5
Financial liabilities – Borrowings(125.6)(120.2)(19.4)(19.4)(360.5)(20 9.8)(854.9)( 7 5 7. 6 )
Total––––––––
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.
6.6. Fair value of financial instruments
The fair value of financial instruments has been estimated as follows:
$ millionFair value hierarchy20242023
Related party receivablesLevel 2592.8682.2
Retail bondsLevel 1( 9 9 .7 )(197.1)
Green retail bondsLevel 1(14 4.5)(143.4)
Wholesale bondsLevel 2(350.5)( 3 41 .7 )
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.
6. Financial risk management (continued)
6.6. Fair value of financial instruments (continued)
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 wholesale bonds, classified as Level 2, is measured using a present value calculation of the future cash
flows using the relevant term swap rate as the discount factor. The fair value of related party receivables, classified as
Level 2, is measured using the quoted prices of the retail bonds liability, the green retail bonds liability and the fair value
of the wholesale bonds.
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. During the year, there were no transfers between levels of the
fair value hierarchy.
7. Equity
As at 31 March 2024, 100 ordinary shares had been issued for nil consideration (2023: 100 ordinary shares for nil
consideration). All shares rank equally with one vote attached to each share.
The Company has tangible assets of $0.1 million, and its net assets are nil. Consequently, the net tangible assets per
bond at 31 March 2024 are nil (2023: nil).
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 2024, 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 Accounting Standards (IFRS Accounting Standards).
What we have audited
The financial statements comprise:
— the balance sheet as at 31 March 2024;
— the statement of comprehensive income 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 notes to the financial statements, comprising material accounting policy information and other explanatory information.
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.
Independence
We are independent of the Company in accordance with Professional and Ethical Standard 1 International Code of Ethics for
Assurance Practitioners (including International Independence Standards) (New Zealand) (PES 1) issued by the New Zealand
Auditing and Assurance Standards Board and the International Code of Ethics for Professional Accountants (including
International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code),
and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out an agreed upon procedures engagement for the Company in relation to supervisor reporting. The provision
of this service has not impaired our independence as auditor of the Company.
Key audit matters
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. The entity obtains funds 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.
Our audit approach
Overview
MaterialityOverall materiality: $256,000, which represents 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.
Key audit mattersAs reported above, we have not identified any key audit matters from our audit given the nature of
the Company. Refer to the Key Audit Matters section of our report.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements. In particular, we considered where management made subjective judgements; for example, in respect of significant
accounting estimates that involved making assumptions and considering future events that are inherently uncertain. 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.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance about
whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are
considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial statements.
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.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland, 1142, New Zealand
T: +64 9 355 8000, www.pwc.co.nz PwC
INDEPENDENT AUDITOR’S REPORT
To the Shareholder of GMT Bond Issuer Limited
INDEPENDENT AUDITOR’S REPORT — CONTINUED
To the Shareholder of GMT Bond Issuer Limited
BACK TO
CONTENTS
8485
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
Other information
The Directors are responsible for the other information. The other information comprises the information included in
the annual report (but does not include the consolidated financial statements and our auditor’s report thereon), and the
sustainability report to be published at a later date. Other than the sustainability report which we will receive at a later date,
we have received all the other information expected to be included in the annual report.
Our opinion on the financial statements does not cover the other information and we do not and will not express any form of
audit opinion or assurance conclusion thereon.
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.
When we read the sustainability report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to the Directors and use our professional judgement to determine the appropriate action to take.
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 Accounting Standards, 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), the auditor exercises professional judgement and maintains 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 entity'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 those charged with governance
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the entity'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 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 entity 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.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that the auditor identifies during
the audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters 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 the auditor’s report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, the auditor determines that a matter should not be communicated in the auditor’s report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
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 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 Lisa Crooke.
For and on behalf of:
Chartered Accountants Auckland
27 May 2024
INDEPENDENT AUDITOR’S REPORT — CONTINUED
To the Shareholder of GMT Bond Issuer Limited
INDEPENDENT AUDITOR’S REPORT — CONTINUED
To the Shareholder of GMT Bond Issuer Limited
PwCPwC
BACK TO
CONTENTS
8687
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
FINANCIAL STATEMENTS OF GMT BOND ISSUER LIMITED
OTHER
INFORMATION
CONTENTS
CORPORATE GOVERNANCE 90
BOARD OF DIRECTORS 101
INVESTOR RELATIONS 102
GLOSSARY 104
BUSINESS DIRECTORY 105
NZ Post is GMT’s largest customer, with both
businesses focused on meeting the demands of
a growing digital economy in a sustainable way.
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
8889
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
CORPORATE
GOVERNANCE
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.
Political Donations Policy
This policy sets out the procedure for the giving of gifts and
political donations. All Directors and employees are required
to comply with this policy.
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 Bonds must
comply with.
The Manager imposes trading windows through this policy
as well as requiring written approval of the CEO or Chair
prior to any trade.
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, Green Bonds and Wholesale Bonds. The Goodman+Bonds and Green
Bonds are debt securities listed on the NZDX. All the bonds issued by GMT Bond Issuer
Limited are direct, secured, unsubordinated, obligations of the issuer, ranking equally with
debt owed to GMT’s main banking syndicate. Public Trust is the Bond Trustee.
GMT Bond Issuer Limited has no activities other than those necessary or incidental to the
issuing of Bonds and complying with its obligations at law.
Relationship with Goodman Group
Goodman Group is the Trust’s largest investor, owning approximately 31.8% of Units on
issue at 31 March 2024.
GMT, through GPS and Goodman Group are also parties to the following long-term
agreements which were put in place on completion of the Internalisation:
+ a co-operation and services agreement for the provision of certain investment
management, information technology, insurance, human resources, marketing,
treasury and risk services by Goodman Group to GPS and GMT; and
+ a brand licence agreement, granting GPS a non-exclusive, non-transferable licence to
use the “Goodman” brand.
Goodman Group’s cornerstone investment and long-term contractual arrangements with
GMT support close alignment of interests between Goodman Group and other Unitholders.
Goodman Group holds no Bonds issued by GMT Bond Issuer Limited.
NZX Corporate Governance Code
The following section assesses GMT’s corporate governance framework against the
principles and recommendations of the NZX Corporate Governance Code as at
31 March 2024.
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 https://nz.goodman.com/about-goodman/corporate-governance
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.
The performance of the Board is reviewed regularly with such
process being managed by the Chair. As part of the review, the
Board assesses if appropriate training has been received by
the Board.
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.
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 six Directors, with a
majority being independent (as defined in the Listing Rules).
John Dakin and Gregory Goodman are not considered
independent due to their relationship with Goodman Group.
The biographies of the Directors can be found online at:
https://nz.goodman.com/about-goodman/board-of-directors.
Directors have an average tenure of 11.8 years at
31 March 2024. 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 (with the
exception that shorter terms were provided for Gregory
Goodman and John Dakin at the time of the Internalisation
as more particularly described in the table below), after
which they are eligible for reappointment. Following
completion of the Internalisation, all Directors are appointed
by Unitholders in the manner described in the Trust Deed.
The Board during the year included:
BOARD COMPOSITION AT 31 MARCH 2024
NameClassificationOriginal appointmentExpiry of current term
Keith SmithIndependent Director13 May 2004The date of the annual meeting of unitholders in 2025
1
Laurissa CooneyIndependent Director4 November 2020The date of the annual meeting of unitholders in 2024
David GibsonIndependent Director2 February 2021The date of the annual meeting of unitholders in 2024
Leonie FreemanIndependent Director11 October 2011The date of the annual meeting of unitholders in 2024
Gregory GoodmanNon-executive Director23 December 2003The date of the annual meeting of unitholders in 2025
John DakinNon-executive Director1 July 2012The date of the annual meeting of unitholders in 2025
1
As previously communicated to the market, Keith Smith intends to retire from his position as Director prior to the expiry of his term in 2025.
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
9091
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 Bonds are met.
Both entities have written agreements with each Director
setting out the terms and conditions of their appointment.
Inclusion and Diversity
As a Unit Trust, GMT does not have any employees. The
Directors and staff are instead employed / engaged by the
M ana ge r.
An Inclusion and Diversity policy was originally adopted in
2018 and was refreshed in 2023 and again on completion of
the Internalisation. 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.
Strategies to broaden representation across the business
have delivered positive results, although with a stable team it
has been a graduated change.
The table below shows the gender split between the various
business segments and compares this against the 2030
targets, included in the Inclusion and Diversity policy.
Of the six Directors that comprise the Board, two identify
as female, four identify as male. In 2023 the Board comprised
7 Directors, two of whom identified as female and five as
male.
Of the executives, three identify as female and six identify as
male. The executive group includes the three officers who all
identify as male, this is unchanged from last year.
Of the 67 staff that make up the business, 49.2% identify as
female and 41.8% identify as male, 9.0% identified as ‘other
identity’ or chose not to answer. Around 6% of our people
identify as being part of the LGBTTQIA+ community.
On average, a Goodman team member has been with the
business for 8.7 years and is approximately 40 years old. It’s
a team that includes 13 different ethnicities, with speakers of
15 different languages.
The Chair and the Chief Executive Officer
As recommended by the NZX Code, the roles of Chair and
Chief Executive Officer are separated. This separation
avoids concentrations of influence and increases
accountability. John Dakin is the Chair and James Spence
is the Chief Executive Officer of the Manager.
The NZX Code further recommends that an issuer has an
independent chair of the board. GMT does not adopt this
recommendation, as John Dakin, who has been the chair of
the Board since 29 May 2023, is an employee of Goodman
Group, and therefore not an Independent Director.
This decision was made on the basis that John Dakin was
considered the best candidate for the role, due to his tenure
and expertise in the property sector and that the objectives
of the NZX Code are achieved by the Board maintaining
a majority of independent directors, as required under
the Trust Deed, and by the appointment of David Gibson,
independent director, as Deputy Chair.
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 2024 financial year, all Directors attended each
Board meeting they were entitled to attend, with the exception
of Laurissa Cooney who was an apology for the 26 May 2023
meeting. The Board had a 100% attendance record in the
2023 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 and
Company Secretary.
Refer to pa ge 21 for Anton’s biography.
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 meets
at least three times a year. As at the date of this Report, the
Audit Committee has a majority of Independent, and solely
non-executive Directors and comprises Laurissa Cooney
(Chair), Keith Smith, Leonie Freeman, David Gibson.
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:
+ monitoring the independence, ability and objectivity of
the external auditor
+ ensuring the Key Audit Partner (as defined in the Listing
Rules) is changed at least every five years
+ reviewing the financial statements of GMT, GMT Bond
Issuer Limited and GPS and overseeing the auditing of
those financial statements
+ reviewing and reporting to the Board on the
appropriateness of GMT’s Financial Risk Management
policy
+ setting the parameters for the internal audit programme,
overseeing its implementation and reviewing its outputs
and recommendations
+ overseeing and advising on the Manager’s internal risk
management programme.
Management and other employees may only attend an Audit
Committee meeting at the invitation of the Audit Committee.
Remuneration Committee
The Board has established a Remuneration Committee, which
meets at least twice a year. As at the date of this Report, the
Remuneration Committee has a majority of Independent
Directors, and comprises David Gibson (Chair), Keith Smith
and Gregory Goodman.
The Remuneration Committee operates under the terms of
a formal charter, a copy of which is available on GMT’s website
within the corporate governance section.
The duties and responsibilities of the Remuneration
Committee include the following:
+ overseeing and reviewing the implementation of,
and making recommendation of any changes to,
the Manager’s remuneration policy and practices,
including for remuneration of directors
+ overseeing disclosure obligations in relation to
remuneration.
Management and other employees may only attend a
Remuneration Committee meeting at the invitation of the
Remuneration Committee.
Nomination Committee
The Manager is a wholly owned subsidiary of GMT
Shareholder Nominee Limited (itself a wholly owned
subsidiary of Public Trust, rather than being owned by
Unitholders). Public Trust has granted rights to the Unitholders
to nominate and appoint Directors.
Nomination and appointment of Directors is managed by the
Board rather than a committee. 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. These committees are ad-hoc
committees and 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 the due diligence
process for 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. Nomination and appointment of Directors is
managed by the Board rather than a committee.
c) Independent Board Committee
An Independent Board Committee comprising the
Independent Directors was established to consider
and negotiate with Goodman Group the potential
internalisation of GMT on behalf of Unitholders.
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.
DIVERSITY AND INCLUSION
Gender diversityTotal persons
Survey ResultsRepresentation Targets
MaleFemaleFemale
20242023202420232030
Board66 6 .7 %71.4%33.3%28.6%>40%
Executive96 6 .7 %6 6 .7 %33.3%33.3%>45%
Managerial1250.0%50.0%33.3%41 .7 %>45%
Note: The proportion of male and female team members, may not sum to 100% as individuals may identify as ‘other identity’ or choose not to answer.
PRINCIPLE 2 — continued
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
9293
CORPORATE GOVERNANCE
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.
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:
+ Management and the Board are properly briefed and
educated on the relevant restrictions and the processes
put in place to ensure compliance with these restrictions
+ Unitholders and the investment market recognise
that the Manager deals with related party issues in an
appropriate, transparent and robust manner.
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 Manager’s
investment strategy and how its sustainability objectives are
integrated into the business.
We are extending this framework this year to incorporate
the additional disclosures required under the new Aotearoa
New Zealand Climate Standards. An enhanced Sustainability
Report compliant with the new standards will be released in
late July 2024 to complement the FY24 Annual Report.
The FY24 Sustainability Report will include further
information around our emissions reduction strategy, how this
is integrated into our business activities and the progress we
have made toward our climate goals.
Once released, the report will be available online at
https://nz.goodman.com/sustainability/reports
Access to key governance documents
The governance section of the website,
https://nz.goodman.com/about-goodman/corporate-
governance contains all the relevant policies, charters and
other documents described in this report including;
+ The Trust Deed of Goodman Property Trust
+ The Statement of Investment Policies and Objectives
for Goodman Property Trust
+ Goodman Property Services (NZ) Limited Audit
Committee Charter
+ Goodman Property Services (NZ) Limited Remuneration
Committee Charter
+ Goodman Property Services (NZ) Limited Board Charter
+ Goodman Property Services (NZ) Limited Board
Mandate
+ Code of Conduct
+ Corporate Governance Statement
+ Financial Products Trading Policy
+ Inclusion and Diversity Policy
+ Continuous Disclosure Policy
+ Related Party Policy
+ Health and Safety Statement
Together with the Trust Deed of GMT Bond Issuer Limited
(including the Supplemental Trust Deeds).
PRINCIPLE 5
Remuneration
From 1 April 2023 to 27 March 2024, GMT was externally
managed and therefore did not have any Directors or
employees of its own for that period.
On 28 March 2024 GMT became internalised. The
internalisation transaction included GMT effectively acquiring
Goodman Property Services (NZ) Limited which employs the
people who provide the services required to manage GMT.
On that date the Directors of Goodman (NZ) Limited (the
previous Manager of GMT) becoming Directors of Goodman
Property Services (NZ) Limited. From 28 March 2024 both
Directors and employees are engaged by Goodman Property
Services (NZ) Limited.
For the period prior to internalisation on 28 March 2024,
GMT’s externally managed structure meant that it was not
possible to comply with the NZX Code recommendations
that issuers have a remuneration policy and that Director
remuneration be approved by unitholders.
Post internalisation, employees remain employed by
Goodman Property Services (NZ) Limited, rather than GMT.
Goodman Property Services (NZ) Limited has effectively
been acquired by and appointed as the Manager of GMT,
accordingly remuneration disclosures will be made for
Goodman Property Services (NZ) Limited.
As part of the internalisation of GMT, NZX provided a waiver
of the requirement for unitholders to approve Directors’ fees
payable by Goodman Property Services (NZ) Limited. The
Directors’ fees set by Goodman Property Services (NZ)
Limited on internalisation were the same annual fees as paid
by Goodman (NZ) Limited in its capacity as Manager of GMT
prior to internalisation. Any increase in Directors’ fees will now
require approval of GMT’s unitholders.
A breakdown of the fees paid by GMT during FY24 prior to
internalisation on 28 March 2024 is provided in Note 12 of
the Financial Statements, page 60.
In the interests of transparency and good governance,
the former Manager has disclosed the basis upon which
Goodman Group’s Remuneration Committee determined
the packages payable to Directors and employees involved
with its New Zealand operations for the period prior to
internalisation. This detail is provided with the consent of the
Directors, the Chief Executive Officer, and the former Chief
Executive Officer.
Following internalisation, Goodman Property Services (NZ)
Limited has established its own Remuneration Committee,
chaired by David Gibson, Deputy Chair of the Board and
Independent director.
Directors’ remuneration
Remuneration paid to Directors during FY24 was in their role
as Directors of Goodman (NZ) Limited, the previous Manager
of GMT. No fees were paid to Directors by Goodman Property
Services (NZ) Limited in respect of the period 28 March 2024
to 31 March 2024 following internalisation.
GMT was internalised during FY24, and significant additional
work was completed by the Independent Directors in
connection with the internalisation. An Independent Board
Committee was established, chaired by David Gibson. Fees
detailed below include fees paid in connection with that
committees work on the internalisation. All fees were paid by
Goodman (NZ) Limited and were not a cost of GMT.
Directors were entitled to fees, including fees for ad-hoc
committees, as set out below. None of the Directors were paid
performance related fees relating to their directorships.
With effect from June 2023, the Chair is entitled to receive
$165,000 per annum, the Deputy Chair, $150,000 per
annum, the Chair of the Audit Committee $125,000 per
annum and each other Director $100,000 per annum. In
addition, Directors are paid $500 per hour ($300 per hour
prior to 31 August 2023) for time spent in relation to any ad-
hoc committees, such as the Independent Board Committee
established to negotiate the internalisation of GMT.
Greg Goodman and John Dakin are remunerated by way of
salary paid by Goodman Group for their executive roles and
whilst entitled to fees do not claim any additional remuneration
for their positions as Directors on the Board. Following
his appointment as Chair, John Dakin did not receive any
additional remuneration for this position. John Dakin was an
employee of Goodman Property Services (NZ) Limited until
27 March 2024 and remains an employee of a subsidiary of
Goodman Group from that date.
Chief Executive Officer and employee remuneration
The remuneration of the CEO and other employees is
designed to attract and retain the most talented and
experienced individuals. Packages include a base salary,
together with short-term and long-term incentive components.
For the period from 1 April 2023 to 27 March 2024, all the
cost associated with employees was borne by GPS under
its ownership by Goodman Group, with none borne by GMT.
With effect from 28 March 2024, the remuneration of
employees is a GMT cost through its subsidiary, GPS.
PRINCIPLE 5 — continued
DIRECTORS REMUNERATION
DirectorRole
2024
$
2023
$
Laurissa CooneyIndependent Director, Chair Audit Committee141,582120,000
Leonie FreemanIndependent Director133,250100,000
David GibsonDeputy Chair from 29 May 2023, Independent Director280,020100,000
Keith SmithIndependent Director, Chair until 29 May 2023183,584165,000
Phil PrykeNon-executive Director (retired 30 September 2023)50,000100,000
John DakinChair from 29 May 2023
Non-executive director from 1 January 2023
(Executive director until 31 December 2022 prior to retirement as CEO)
––
Greg GoodmanNon-executive Director––
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
9495
CORPORATE GOVERNANCE
A summary of key remuneration principles, as determined
by Goodman Group as previous owner of GPS, applying for
FY24 is set out below:
+ The basis of remuneration is local market referenced
base salary, reviewed annually;
+ employees were awarded short term incentives in the
form of discretionary cash bonuses. These were subject
to the performance of GMT, Goodman Group and the
individual against specific financial and operational
targets;
+ all permanent employees participated 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 5-year
LT I P ” ) ;
+ for the NZ LTIP, performance rights are awarded 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;
+ under the Goodman 5-year LTIP, performance rights are
awarded 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;
+ for both LTI schemes, an employee is required to remain
employed for the full five-year period from the initial
grant to be eligible to receive all the awards that meet
performance hurdles and for both schemes Goodman
Group has the right to “cash -out” any Performance Rights
which have met the required hurdles for vesting; and,
Following Internalisation, Goodman Property Services (NZ)
Limited has established its own Remuneration Committee.
This committee will set the approach to remuneration for all
employees.
The two long term incentive schemes that Goodman Property
Services (NZ) Limited’s employees have previously participated
in will have no further awards made to the employees and
settlement to employees for any vesting that occurs from
these schemes is the responsibility of Goodman Group. The
Remuneration Committee expects to establish a new long-term
incentive scheme which will provide alignment between the
performance of GMT and the remuneration of its employees.
The terms of the internalisation of GMT provide that
Goodman Group will meet the obligations to settle these
pre-existing LTIP schemes to the employees of Goodman
Property Services (NZ) Limited. No further grants in these
schemes will be made to Goodman Property Services (NZ)
Limited’s employees.
Employees automatically receive life insurance cover
and salary continuance insurance and for those that are
participating, KiwiSaver contributions of 3% are made in
addition to salary payments where employees contribute
at least 3% to KiwiSaver themselves.
Dependent on role, employees may receive the use of a
company vehicle and may have a workplace carpark provided.
The remuneration of the CEO, including the nature and
amount of each major element, is shown on the previous
page, set out separately for James Spence, CEO since
1 January 2023, and John Dakin who was CEO until
31 December 2022. The disclosures below reflect only the
period employed as CEO and do not include remuneration
relating to employment whilst employed in any other roles.
All amounts are in New Zealand dollars.
More than 80% of James Spence’s remuneration received
during the year to 31 March 2024 was performance based
and therefore at risk.
For the year ended 31 March 2024 the ratio between the
median of the base salaries paid to full time employees and
the total base salary paid in respect of the Chief Executive
Officer role was 1 to 3.7.
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 for GMT.
The Board has the overall responsibility for ensuring that
risk is managed effectively. This includes consideration of all
climate, compliance, financial, operational and strategic 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 business 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:
+ Liquidity risk
+ Interest rate risk
+ Foreign exchange risk
+ Counterparty credit risk
+ Operational risk
This policy is reviewed by the Board annually.
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.
The Manager’s health and safety programme includes regular
training for all relevant staff.
Detailed reporting, including trend analysis, is provided to
Management and the Board on a regular basis and used to
identify and mitigate future health and safety risks.
There has been one serious harm accident recorded in the
last financial year, with a contractor injured by a falling gate
sustaining a fracture to their spine. The incident was reported
to WorkSafe and prompted a full review into the operation and
maintenance of all gates.
PRINCIPLE 7
Auditor
The Audit Committee ensures the quality and independence
of the external audit process. The Committee ensures
the annual audit is carried out independently and without
impairment maintaining the credibility and reliability of the
Trust’s financial reporting.
PricewaterhouseCoopers have been auditor of the Trust since
FY04. Lisa Crooke has been lead audit partner since FY23.
Annual meeting attendance
The Manager also requires the auditor 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
An annual internal audit programme for GMT is agreed
between the internal auditor and Management each year
and then presented to the Audit Committee for approval.
The Audit Committee approves the annual internal audit
programme. The content of the internal audit programme
varies from year to year depending on the outcome of the risk
assessment process described in Principle 6.
PRINCIPLE 5 — continuedPRINCIPLE 5 — continuedPRINCIPLE 6 — continued
CHIEF EXECUTIVE OFFICER’S SHORT-TERM REMUNERATION
Salary
$
Bonus
$
KiwiSaver
$
To t a l
$
31 March 2024
James Spence4 3 7, 5 0 0450,0002 7, 0 6 9914,56 9
31 March 2023
John Dakin (9 months to 31 December 2022)3 3 7, 5 0 0800,00034,1251,171,625
James Spence (3 months from 1 January 2023)100,000–3,000103,000
CHIEF EXECUTIVE OFFICER’S LONG-TERM REMUNERATION
2
Number of Performance Rights
Goodman 5-year LTIPN Z LT I PGoodman 10-year LTIP
GrantedVestingGrantedVestingGrantedVesting
31 March 2024
James Spence112,50 032,66 01,091,9592 4 7, 2 3 6––
31 March 2023
John Dakin–115,333–908,338325,000–
1
All Bonus paid in the year ended 31 March 2024 related to GPS's year ended 30 June 2023. Bonus paid in the year ended 31 March 2023 related to GPS's
year ended 30 June 2022.
2
All Long-Term Incentive performance rights were granted or vested during the period between 1 April and 31 December each year. Consequently, long-term
remuneration disclosure for the year to 31 March 2024 is all in respect of James Spence. Disclosure for the year to 31 March 2023 is for John Dakin who
retired as CEO on 31 December 2022. James Spence did not receive any long-term incentive plan grant in respect of his CEO role during the year ended
31 March 2023.
1
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
9697
CORPORATE GOVERNANCE
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:
+ An annual meeting
+ Investor open days
+ Periodic newsletters
+ Annual reports
+ Live webcasts of the interim and annual result
presentations
+ Regular institutional investor and analyst meeting
+ Investor 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).
Transactions
Under the terms of GMT’s Trust Deed, the Manager must
obtain the approval of Unitholders before entering into any
transaction which would change the essential nature of its
business.
No capital raising transactions were conducted by GMT
during the year ended 31 March 2024.
GMT did issue units to Goodman Funds Management
Limited, as responsible entity of Goodman Industrial Trust,
on 28 March 2024 pursuant to a placement, however, those
units were issued in connection with the Internalisation, and
not for the primary purpose of raising capital.
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 27 August 2024.
Further details will be contained in the Notice of Meeting,
which is expected to be distributed on or around
30 July 2024, consistent with the NZX recommendation
of being at least 20 working days ahead of the meeting.
When required, 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.
(c) the existence and effect of the waiver decision was
disclosed in the NoM;
(d) any increase to the existing level of directors’
remuneration was approved by Unitholders in
accordance with Listing Rule 2.11.1; and
(e) NZX had an opportunity to review and approve
the NoM.
Post-Internalisation waivers
On 28 March 2024, being the date of completion of the
Internalisation, NZX granted GMT a waiver from Listing Rule
2.10 to the extent that Directors of the new Manager, GPS
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 following conditions:
(a) 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”; and
(b) GMT has a Non-Standard (NS) designation in
accordance with Listing Rule 1.18.1.
Pre-Internalisation waivers
On 6 May 2019, 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. Other than as set out
above under “Post-Internalisation waivers”, these waivers
are no longer required by GMT and the Manager following
completion of the Internalisation.
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 remain 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 were granted
on the condition that GMT complied with those Listing
Rules in respect of the Manager’s Independent Directors,
and GMT having an NS designation in accordance with
Listing Rule 1.18.1.
2. NZX granted GMT a waiver from Listing Rule 2.10 to the
extent that Directors of the Manager were “interested”
in transactions that the Manager was 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
have been deemed to have been “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 those
decisions. The waiver from Listing Rule 2.10 was 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”.
3. NZX granted GMT a waiver from Listing Rules
2.11 and 2.12. The effect of the waivers from
Listing Rules 2.11 and 2.12 was that the
remuneration of the Directors of the Manager
was not required to be approved by Unitholders,
as the remuneration was paid out of the fees the
Manager was entitled to in relation to its role as
manager of GMT under the Trust Deed, and which
had been approved by Unitholders. The waivers
from Listing Rules 2.11 and 2.12 were granted on
the following conditions:
(a) all of the Manager’s Directors’ remuneration was
paid directly from the income of the Manager
(b) the income of GMT could not directly be applied in
satisfaction of Directors’ remuneration
(c) the Manager disclose 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 had been granted waivers from,
discussed above. The effect of this waiver was to ensure
there was 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 was
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
OTHER STATUTORY AND LISTING RULE DISCLOSURES — continuedOTHER STATUTORY AND LISTING RULE DISCLOSURES
NZX Waivers
NZX has granted waivers to GMT and GMT Bond Issuer
Limited at various times, some of which have been relied upon
by GMT and GMT Bond Issuer Limited during the year ended
31 March 2024.
GMT
Internalisation waivers
On 23 February 2024, NZX granted GMT waivers from
Listing Rules 2.10.1 and 2.11.1, which were required in
relation to the proposal for Internalisation (“Internalisation
Proposal”).
1. NZX granted a waiver from Listing Rule 2.10.1 so
that the board of the then Manager, GNZ, could pass
resolutions in connection with the Internalisation
Proposal, on the following conditions:
(a) the independent directors of the Manager were
only permitted to vote on such resolutions as were
necessary to:
(i) put the Internalisation Proposal before a
meeting of Unitholders; and
(ii) give effect to the Internalisation if the
Internalisation Proposal was approved by
Unitholders;
(b) the waiver would only apply to any director of the
Manager who was considered to be “interested”
within the meaning assigned to that term in
section 139 of the Companies Act 1993, where
that person was “interested” in the Internalisation
Proposal solely because that person was a director
of the Manager and/or a related company of the
Manager, but for no other reason; and
(c) the Notice of Meeting (“NoM”) seeking Unitholder
approval of the Internalisation proposal disclosed
GMT’s reliance on the waiver.
2. NZX granted a waiver from Listing Rule 2.11.1 so that
the directors of the new Manager, GPS could be paid
remuneration out of the assets of GMT at the same
level as was then paid by the Manager, without seeking
separate Unitholder approval under Listing Rule 2.11.1,
on the following conditions:
(a) Unitholders approved the Internalisation Proposal;
(b) the NoM seeking Unitholder approval of the
Internalisation Proposal disclosed the quantum
of the directors’ current remuneration; the fact
that GMT would bear the costs of directors’
remuneration for the Manager going forward
if the Internalisation Proposal was approved;
and that any increase to the existing level of
directors’ remuneration following completion of
the Internalisation would need to be approved by
Unitholders in accordance with Listing Rule 2.11.1;
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
9899
CORPORATE GOVERNANCE
(b) the terms and effect of this waiver were disclosed
in any Offering Document distributed or registered
in respect of an offer of Units during the period in
which this waiver was relied upon
(c) the number and price of Performance Fee Units
issued to the Manager was disclosed in each annual
report during the period in which those Units were
issued.
GMT Bond Issuer Limited
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.
Register of Directors’ holdings as at the
Balance Date (to 31 March 2024)
The table below shows all relevant interests of Directors in
Units and Bonds under the FMCA, which include legal and
beneficial interests in Units.
REGISTER OF DIRECTORS HOLDINGS
DirectorUnitsBonds
John Dakin (Chair)
1
2,703,458.00Nil
Laurissa Cooney
2
52,427.93Nil
Leonie Freeman
3
4 0 8 ,75 0 . 0 0Nil
David Gibson
4
127,579.54Nil
Keith Smith
5
4 6 7,7 3 3 . 0 0Nil
Greg GoodmanNilNil
1
John holds his units through the SGH Investment Trust of which he is a
trustee and beneficiary.
2
Laurissa has a beneficial interest in 52,427.93 GMT units through
Craigs KiwiSaver Scheme on behalf of the New Zealand Guardian Trust
Company Ltd of which she is a beneficiary.
3
Leonie holds a beneficial interest in 173,750 GMT units through the
Wave Trust. She is a trustee of that trust. Leonie has an interest in a
further 235,000 units held in her own name.
4
David has an interest in GMT units held in a custodial account by
New Zealand Guardian Trust Ltd as trustee for Craigs Investment
Partners KiwiSaver Scheme.
5
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 89,273 units,
through being trustee of The Gwendoline Trust.
Summary of recent Trust Deed amendments
During the period from 1 April 2023 to 31 March 2024, the
following amendments were made to GMT’s Trust Deed to
reflect the changes arising from the Internalisation:
+ deletion of the provisions relating to the remuneration
of the previous Manager and the insertion of provisions
whereby the new Manager shall not be entitled, in
respect of its services, to any fee in the nature of
remuneration but shall be entitled to reimbursement
and indemnification in accordance with the provisions
of the Trust Deed;
+ deletion of the provisions under which the manager of
the Trust is entitled to receive a payment on cessation
of office;
+ clarification of the reimbursement of expenses
provisions contained in the Trust Deed to provide
that all costs, charges, disbursements and expenses
incurred by the Manager in performing its functions
of and incidental to the management of the Trust are
reimbursable out of the assets of the Trust;
+ Unitholders are given the right, by means of an
Ordinary Resolution, to direct the shareholder of the
Manager as to the individuals in respect of whom the
shareholder of the Manager shall exercise its right to
appoint and remove as directors under the constitution
of the Manager;
+ Unitholders are given the right, by means of an
Extraordinary Resolution, to direct the shareholder of
the Manager (including as to terms) to dispose of all or
any of the shares in the Manager or to vote its shares in
the Manager;
+ express provisions to confirm that the payment of
directors’ fees to the directors of the Manager would be
reimbursable out of the assets of the Trust;
+ inclusion of an express provision entitling the Manager
to act as a property manager for the Trust, and receive
and retain fees and other remuneration for acting in that
capacity; and
+ other minor variations of a inconsequential nature,
including updating clause cross-references and
removing obsolete provisions.
GMT’s Trust Deed is available on the Corporate Governance
section of the Goodman Property Trust Website at
https://nz.goodman.com. It is also available on the Disclose
Register accessible on the Companies Office website
(https://www.companiesoffice.govt.nz/disclose).
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 year, 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 162 of the Companies Act 1993
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 162 of the
Companies Act 1993.
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 year.
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 2024, Directors disclosed
interests or cessation of interests (indicated by (C)), in the
following entities pursuant to section 140 of the Companies
Act 1993.
Laurissa Cooney
Goodman Property Services (NZ) Limited
Goodman (NZ) Limited (C)
David Gibson
Contact Energy Limited
Goodman Property Services (NZ) Limited
Goodman (NZ) Limited (C)
Leonie Freeman
Goodman Property Services (NZ) Limited
Goodman (NZ) Limited (C)
Keith Smith
Goodman Property Services (NZ) Limited
Goodman (NZ) Limited (C)
OTHER STATUTORY AND
LISTING RULE DISCLOSURES — continued
OTHER STATUTORY AND LISTING RULE DISCLOSURES — continued
BOARD OF
DIRECTORS
John Dakin
CHAIR
AND NON-EXECUTIVE DIRECTOR
For profiles please visit:
https://nz.goodman.com/about-goodman/board-of-directors
Laurissa Cooney
CHAIR, AUDIT COMMITTEE
AND INDEPENDENT DIRECTOR
Leonie Freeman
INDEPENDENT DIRECTOR
David Gibson
DEPUTY CHAIR
AND INDEPENDENT DIRECTOR
Keith Smith
INDEPENDENT DIRECTOR
Gregory Goodman
NON-EXECUTIVE DIRECTOR
Phillip Pryke
NON-EXECUTIVE DIRECTOR
(RETIRED 30 SEPTEMBER 2023)
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
100101
CORPORATE GOVERNANCE
INVESTOR
RELATIONS
Introduction
Ensuring Unitholders and Bondholders are well informed and
easily able to manage their investment is a key priority of the
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, https://nz.goodman.com enables Unitholders and
Bondholders to view information about their investment, check
current prices and view publications and announcements.
Helpline
A dedicated toll-free number, 0800 000 656
(+64 9 375 6073 from outside New Zealand), will connect
Unitholders and Bondholders directly with the investor
relations team who will assist with any queries.
TOP 20 UNITHOLDERS
As at 30 April 2024
Rank Registered nameHolding balancePercentage
1Goodman Investment Holdings (NZ) Limited 278,063,312 18.07
2Goodman Funds Management Limited 210,871,396 13 .70
3HSBC Nominees (New Zealand) Limited 9 9 , 2 0 7, 9 4 9 6.45
4Accident Compensation Corporation 8 3 , 4 8 6 ,76 3 5.43
5HSBC Nominees (New Zealand) Limited A/C State Street 76,922,867 5.00
6BNP Paribas Nominees (NZ) Limited 6 0,306,623 3.92
7FNZ Custodians Limited 59,315,911 3.85
8JPMorgan Chase Bank NA NZ Branch -Segregated Clients Acct 55,296,689 3.59
9Custodial Services Limited 50,422,205 3.28
10Tea Custodians Limited Client Property Trust Account 5 0 , 242 ,7 9 2 3.27
11Citibank Nominees (New Zealand) Limited 48,4 47,033 3.15
12ANZ Wholesale Trans-Tasman Property Securities Fund 30,26 4,581 1.97
13Forsyth Barr Custodians Limited 30,263,321 1.97
14New Zealand Depository Nominee Limited 2 7, 4 1 5 , 9 5 4 1 .7 8
15Generate Kiwisaver Public Trust Nominees Limited 26,423,269 1 .7 2
16HSBC Nominees A/C NZ Superannuation Fund Nominees Limited 17, 6 7 9 , 9 7 6 1.15
17Investment Custodial Services Limited 15,239,089 0.99
18JBWere (NZ) Nominees Limited 14,153,811 0.92
19PT (Boster Investments) Nominees Limited 13,810,919 0.90
20BNP Paribas Nominees (NZ) Limited 1 0 , 2 6 8 , 817 0.67
Units held by top 20 Unitholders 1,258,103,277 81 .76
Balance of Units held 280,665,258 18.24
Total of issued Units 1,538,768,535 100.00
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:
+by phone, on their toll-free number 0800 359 999
(+64 9 488 8777 from outside New Zealand)
+by email, to enquiry@computershare.co.nz
+by 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.
UNITHOLDER DISTRIBUTION
As at 30 April 2024
Unitholding Range
Number of
Unitholders
Number
of Units
1 to 9,9992,90513,470,28 4
10,000 to 49,9993,4 0574,098,386
50,000 to 99,9994 4129,073,391
100,000 to 499,99929854,978,384
500,000 to 999,9992314,824,548
1,000,000 and above 391,352,323,542
To t a l7,1111,538,768,535
SUBSTANTIAL UNITHOLDERS
As at 31 March 2024
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 278,063,312
3
Goodman Funds Management Limited210,871,396
3
Accident Compensation Corporation 84,378,208
1
The numbers of Units listed above are as at 31 March 2024 according to disclosures made under section 280(1)(b) of the Financial Markets Conduct Act
2013. 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 30 April 2024, rather
than 31 March 2024.
2
The total number of Units on issue as at 31 March 2024 was 1,538,768,535.
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 31 March 2024 was 488,934,708 Units.
BONDHOLDER DISTRIBUTION
As at 30 April 2024
GMB040
Number of
Bondholders
Number
of BondsGMB060
Number of
Bondholders
Number
of Bonds
1 to 9,999 1277,0001 to 9,999 52287,000
10,000 to 49,999 1302,632,00010,000 to 49,999 2855,768,000
50,000 to 99,999 221,281,0 0 050,000 to 99,999 321,947,000
100,000 to 499,999 244,001,000100,000 to 499,999 234,721,000
500,000 to 999,999 64,050,000500,000 to 999,999 1645,000
1,000,000 and above 1587,959,0001,000,000 and above 12136,632,000
To t a l 209100,000,000To t a l 405150,000,000
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
BACK TO
CONTENTS
102103
$ and cents
New Zealand currency.
Balance date
31 March 2024.
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 or Green 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 and underlying cash earnings is set out on
pa ge 25.
CEO
the Chief Executive Officer of the Manager.
Chair
the Chair of the Board of the Manager.
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 2013.
Director
a director of the Manager and GMT Bond Issuer Limited.
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 or GPS
means Goodman Property Services (NZ) Limited as the Manager
of the Trust.
Goodman Group or GMG
means Goodman Limited, Goodman Funds Management Limited
as responsible entity for GIT, Goodman Logistics (HK) Limited and
each of their respective related entities, operating together as a
stapled group.
Goodman (NZ) Limited or GNZ
the former Manager of GMT prior to Internalisation.
Goodman+Bond, Green Bond or Bond
a bond issued by GMB.
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.
MANAGER OF GOODMAN
PROPERTY TRUST
Goodman Property Services
(NZ) Limited
Level 2, 18 Viaduct Harbour Avenue
Au c k l a n d 1010
PO Box 90940
Victoria Street West
Auckland 1142
Toll free: 0800 000 656
Telephone: +64 9 375 6060
Email: info-nz@goodman.com
Website: https://nz.goodman.com
ISSUER OF BONDS
GMT Bond Issuer Limited
Level 2, 18 Viaduct Harbour Avenue
Au c k l a n d 1010
PO Box 90940
Victoria Street West
Auckland 1142
Toll free: 0800 000 656
Telephone: +64 9 375 6060
Email: info-nz@goodman.com
Website: https://nz.goodman.com
COMPLAINT PROCEDURE
Financial Dispute
Resolution Service
Freepost 231075
PO Box 2272
Wellington 6140
Toll free: 0508 337 337
Telephone: +64 4 910 9952
Email: enquiries@fdr.org.nz
AUDITOR
PricewaterhouseCoopers
PwC Tower
15 Customs Street West
Au c k l a n d 1010
Private Bag 92162
Auckland
Telephone: +64 9 355 8000
Facsimile: +64 9 355 8001
REGISTRAR
Computershare Investor
Services Limited
Level 2, 159 Hurstmere Road
Takapuna
Private Bag 92119
Victoria Street West
Auckland 1142
Toll free: 0800 359 999
Telephone: +64 9 488 8777
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
BOND TRUSTEE
Public Trust
Level 9
34 Shortland Street
PO Box 1598
Shortland Street
Auckland 1140
Toll free: 0800 371 471
Telephone: +64 9 985 5300
Internalisation
means the internalisation of the rights to manage GMT approved by
Unitholders at the Special Meeting held on 26 March 2024.
Internalisation Proposal
means the proposal for Internalisation to occur.
Listing Rules
This Annual Report has been prepared in accordance with the
Listing Rules dated 17 June 2022 and ‘LR’ is a reference to any
of those rules.
Loan to value ratio or LVR
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.
Executives or Management
the senior executives of the Manager.
Manager or GPS
the Manager of the Trust, Goodman Property Services (NZ) Limited.
N TA
net tangible assets.
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 17 June 2022.
Operating earnings
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 is as set out
in GMT’s Statement of Comprehensive Income and in note 3.1 of the
financial statements.
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.
Trust Deed
the GMT trust deed dated 23 April 1999, as amended from time
to time.
Trust or GMT
Goodman Property Trust and its controlled
entities, including GMB, as the context requires.
Tr u s t e e
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.
GLOSSARYBUSINESS DIRECTORY
Directors of Goodman Property
Services (NZ) Limited and
GMT Bond Issuer Limited
Chair and Non-executive Director
John Dakin
Independent Directors
Laurissa Cooney
Leonie Freeman
David Gibson
Keith Smith
Non-executive Directors
Gregory Goodman
Phillip Pryke (retired 30 Sept 23)
Executives of Goodman Property
Services (NZ) Limited and
GMT Bond Issuer Limited
Chief Executive Officer
James Spence
Chief Financial Officer
Andy Eakin
General Counsel and Company Secretary
Anton Shead
General Manager – Property Services
Evan Sanders
General Manager Development
Mike Gimblett
Director Investment Management
and Capital Transactions
Kimberley Richards
Head of Corporate Affairs
Jonathan Simpson
Marketing Director
Mandy Waldin
Human Resources Business Partner
Sophie Bowden
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024
GOODMAN PROPERTY TRUST ANNUAL REPORT 2024
GMT BOND ISSUER LIMITED ANNUAL REPORT 2024104105
BACK TO
CONTENTS
goodmanproperty.co.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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- GEN — General Capital Limited: General Capital Announces Record Full Year Result2024-05-26
“General Capital Limited Level 8, General Capital House, 115 Queen Street, Auckland CBD PO Box 1314, Shortland Street, Auckland, New Zealand. 1140. Phone +64 9 304 0145 General Capital (GEN:NZ) Announces Record result for the year ended 31 March 2024 The Directors of Ge…”
- NZL — New Zealand Rural Land Company Limited: FY23 Results Announcement2024-02-28
“www.nzrlc.co.nz 29 February 2024 NZL’s FY23 Results Demonstrate Growth and Resilience New Zealand Rural Land Co (NZL.NZX) is pleased to announce its financial result for the year ended 31 December 2023. NZL recorded a net profit after tax of $10.9m and Adjusted Funds From Operat…”
- BGP — Briscoe Group Limited: Full Year Results to 28 January 20242024-03-12
“Results announcement Results for announcement to the market Name of issuer BRISCOE GROUP LIMITED Reporting Period Full Year (52 weeks) – 30 January 2023 to 28 January 2024 Previous Reporting Period Full Year (52 weeks) – 31 January 2022 to 29 January 2023 Currency…”