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31 December 2010 - Campus Living Villages

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half year<br />

report<br />

<strong>31</strong> <strong>December</strong> <strong>2010</strong>


Unaudited report for the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

<strong>Campus</strong> <strong>Living</strong> Land Trust (USA)<br />

campus<br />

living<br />

villages<br />

fund<br />

Directors’ Report ............................................................................................................................................................. 2<br />

Consolidated Statement of Comprehensive Income .................................................................................... 4<br />

Consolidated Cash Flow Statement ...................................................................................................................... 5<br />

Consolidated Balance Sheet ...................................................................................................................................... 6<br />

Consolidated Statement of Changes in Equity ................................................................................................ 7<br />

Notes to the Consolidated Financial Statements .......................................................................................... 8<br />

Directors’ Declaration ................................................................................................................................................. 12<br />

Corporate Directory ..................................................................................................................................................... 13<br />

<strong>Campus</strong> <strong>Living</strong> Land Trust (USA)<br />

ARSN: 122 414 073<br />

Interim report for the half year ended<br />

<strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

The financial report was authorised for issue by the<br />

directors on 10 March 2011. The directors have the power to<br />

amend and reissue the financial report.<br />

<strong>Campus</strong> <strong>Living</strong> <strong>Villages</strong> Fund is domiciled in Australia. The<br />

registered office of <strong>Campus</strong> <strong>Living</strong> Funds Management<br />

Limited, the responsible entity, is:<br />

<strong>Campus</strong> <strong>Living</strong> Funds Management Limited<br />

Pier 8/9 Walsh Bay, 23 Hickson Road<br />

Sydney NSW 2000, Australia<br />

Ph: +61 2 9037 7100<br />

1


Unaudited report for the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

<strong>Campus</strong> <strong>Living</strong> Land Trust (USA)<br />

DIRECTORS’ REPORT<br />

FOR THE HALF YEAR ENDED <strong>31</strong> DECEMBER <strong>2010</strong><br />

_______________________________________________________________________________________<br />

Introduction<br />

The directors of <strong>Campus</strong> <strong>Living</strong> Funds Management<br />

Limited (“CLFM”) as the Responsible Entity (“RE”) of the<br />

<strong>Campus</strong> <strong>Living</strong> <strong>Villages</strong> Fund (“Fund”) present their report<br />

on the consolidated entity consisting of <strong>Campus</strong> <strong>Living</strong><br />

Land Trust (USA)(“CLLT (USA)”), other trusts within the<br />

stapled group and its subsidiaries for the half year ended<br />

<strong>31</strong> <strong>December</strong> <strong>2010</strong>.<br />

_______________________________________________________________________________________<br />

Fund structure and formation<br />

The Fund is a stapled arrangement of four trusts and their<br />

controlled subsidiaries (“consolidated entity”) which was<br />

established on 9 January 2007. The four trusts are CLLT<br />

(USA) which is the parent entity, <strong>Campus</strong> <strong>Living</strong> Finance<br />

Trust (“CLFT”), <strong>Campus</strong> <strong>Living</strong> Australia Trust (“CLAT”) and<br />

<strong>Campus</strong> <strong>Living</strong> Overseas Trust (“CLOT”). The units of the<br />

four trusts forming the Fund can only be purchased or sold<br />

in their current stapled arrangement.<br />

_______________________________________________________________________________________<br />

Directors<br />

The following persons are the only directors of CLFM and<br />

were in office for the whole period reported, unless<br />

otherwise stated below and continued to be in office until<br />

the date of this report:<br />

Professor John Niland AC<br />

Luca Belgiorno-Nettis (appointed 29 November <strong>2010</strong>)<br />

Professor Stephen Burdon<br />

Walter Carpenter<br />

Nicholas James<br />

Gayle Tollifson<br />

_______________________________________________________________________________________<br />

Principal activities<br />

The principal business activities of the Fund are to provide<br />

accommodation to students through owned and managed<br />

facilities and project management and development of<br />

new facilities, some of which will be owned by the Fund.<br />

These businesses are located in the United States of<br />

America, Australia, New Zealand and the United Kingdom.<br />

_______________________________________________________________________________________<br />

Distributions<br />

The Fund declared the following distributions during the<br />

half year:<br />

<strong>2010</strong> half year<br />

Nil<br />

2009 half year<br />

28 September 2009 $1,000,204 (0.2964 cents per unit)<br />

18 <strong>December</strong> 2009 $999,743 (0.2418 cents per unit)<br />

______________________________________________________________________________________<br />

Review of operations<br />

The Fund was awarded a £40m contract to design, build,<br />

operate and finance an 852 bed ensuite student<br />

accommodation facility at the University of Bedfordshire’s<br />

Luton campus in the UK and manage 853 study bedrooms<br />

of the University’s facility. Construction of phase 1 is on<br />

track to be completed before the start of the new<br />

semester in September 2011.<br />

The refinancing of debt in the US business is a priority of<br />

the business and the status of each debt facility is included<br />

later in the Directors’ report. The Fund Manager is raising<br />

equity through a discounted rights issue to existing<br />

investors and is looking to raise A$160m of which A$115m<br />

will be used to de-gear the business and A$25m for<br />

committed projects. Equity called during the year was used<br />

to repay the equity bridge facility and cash back bank<br />

guarantees and letters of credit for established projects.<br />

In November <strong>2010</strong>, the Board approved the listing for sale<br />

of Studio Green – FSUW. The US business has contracted<br />

with CB Richard Ellis to market the property. The Manager<br />

expects that the proceeds from this sale, together with the<br />

US business’ existing cash-backed US$2 million letter of<br />

credit, will allow the US business to be released from all<br />

debts in respect of this property.<br />

In <strong>December</strong> <strong>2010</strong>, the State Fire Marshal’s office<br />

conducted a fire safety inspection at Chisholm Hall (San<br />

Antonio). The main outcome of this inspection was the<br />

recommendation that the US business install a supervised<br />

automatic sprinkler system at an estimated cost of<br />

US$500,000. In February 2011, the Manager approved this<br />

installation and the necessary expenditure.<br />

Operations in Australia, New Zealand and the United<br />

Kingdom are generally on track and performance<br />

approximates budget. Resources within the business have<br />

been redeployed to utilise the skills where required in the<br />

global business. The performance in the United States has<br />

been affected by low occupancy at some locations due to<br />

lower enrolment at the university and greater competition<br />

at off campus locations. Significant effort has been made<br />

in the leasing activities to increase the overall occupancy.<br />

The Fund recorded a loss before tax of $10.6 million which<br />

results in operating cash flow generated of $0.2 million<br />

after adding back working capital movements and noncash<br />

items of depreciation, amortisation and fair value<br />

adjustments:<br />

$ million<br />

Loss before taxation (10.6)<br />

Depreciation and amortisation of assets 18.1<br />

Amortisation of borrowing costs 1.1<br />

Fair value adjustments on derivatives (12.6)<br />

Working capital movements 4.2<br />

Operating cash flow generated 0.2<br />

_______________________________________________________________________________________<br />

Rounding of amounts<br />

The consolidated entity is of a kind referred to in Class<br />

Order 98/100, issued by the Australian Securities and<br />

2


Unaudited report for the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

<strong>Campus</strong> <strong>Living</strong> Land Trust (USA)<br />

DIRECTORS’ REPORT<br />

FOR THE HALF YEAR ENDED <strong>31</strong> DECEMBER <strong>2010</strong><br />

Investments Commission, relating to the ''rounding off'' of<br />

amounts in the directors' report. Amounts in the directors'<br />

report have been rounded off in accordance with that Class<br />

Order to the nearest thousand dollars, or in certain cases,<br />

to the nearest dollar.<br />

_______________________________________________________________________________________<br />

Auditor<br />

PricewaterhouseCoopers continues in office in accordance<br />

with section 327 of the Corporations Act 2001.<br />

_______________________________________________________________________________________<br />

Going concern – debt refinancing<br />

The current portion of borrowings included in the<br />

consolidated balance sheet at <strong>31</strong> <strong>December</strong> <strong>2010</strong> includes<br />

US$299 million (A$295 million) of borrowings that are due<br />

for repayment within twelve months of the balance<br />

sheet date. In addition to this, there is NZ$6.5 million<br />

(A$4.9 million) and A$1.5 million that is due to be repaid in<br />

March 2011 and April 2011 respectively to lower the loan<br />

value ratios to underlying debt facility agreement<br />

requirements.<br />

Century 16 portfolio - US$201 million (A$199 million)<br />

The original Century 16 portfolio is financed by US$201<br />

million (A$198 million) of borrowings from the Royal Bank<br />

of Scotland (RBS), and is due for repayment in April 2011. In<br />

addition to this, US$98 million (A$96 million) of debt<br />

relating to the Illini Towers and Delaware assets are due<br />

for repayment in July 2011.<br />

The RBS borrowings are held by a syndicate of banks of<br />

which RBS is both a participant and the Agent. The Fund is<br />

in the process of refinancing the RBS debt through a<br />

private placement of debt in the United States. The Fund<br />

has received an intention to rate letter from Fitch (BBBinvestment<br />

grade) and has launched the offer of loan notes<br />

to potential investors. The underlying offer by a US<br />

subsidiary (CCHM Property Holdings LP) is for US$120<br />

million fixed rate notes that are amortising over twenty<br />

one years with a weighted average life period of eleven<br />

years. CCHM Property Holdings LP is targeting receipt of<br />

signed commitments from potential investors provided<br />

the issue price remains the same on 15 March 2011 and<br />

receipt of signed loan note agreements are targeted by 3<br />

April 2011.<br />

A$160million of equity, of which A$115 million is expected<br />

to pay down the borrowings (after refinancing proceeds)<br />

noted above and A$25 million will be used to fund<br />

committed projects.<br />

The existence of a net current liability position suggests a<br />

material uncertainty which may cast doubt on the Fund’s<br />

ability to continue as a going concern and therefore its<br />

ability to realise its assets in the normal course of business<br />

and at the amounts disclosed in the financial statements.<br />

The financial statements have been prepared on a going<br />

concern basis as it is the Directors’ expectation, based on<br />

the information available, that the current borrowings will<br />

be repaid through a combination of debt refinancing and<br />

using a portion of the equity that will be raised from the<br />

rights issue.<br />

Matters subsequent to the end of the financial period<br />

An earthquake on 22 February 2011 in Christchurch caused<br />

minimal physical damage to the buildings at the University<br />

of Canterbury Village. The business impact of the<br />

earthquake is yet to be determined.<br />

This report is made in accordance with a resolution of<br />

directors.<br />

John Niland<br />

Chairman<br />

Nicholas James<br />

Director<br />

Sydney<br />

10 March 2011<br />

Delaware and Illini - US$98 million (A$96 million)<br />

The Fund is in the process of refinancing the Delaware and<br />

Illini borrowings due for repayment in July 2011 and is<br />

investigating several options to obtain financing that will<br />

yield the most favourable outcome.<br />

Equity raising from rights issues – A$160 million<br />

The Fund is raising equity from existing investors through a<br />

rights issue. An offer document will be issued on 11 March<br />

2011 with the offer close date set at 28 March 2011. Funds<br />

under the rights issue will be called during the month of<br />

April 2011 pending close of the private placement debt in<br />

the United States. This rights issue is expected to raise<br />

3


Unaudited report for the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

<strong>Campus</strong> <strong>Living</strong> Land Trust (USA)<br />

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME<br />

FOR THE HALF YEAR ENDED <strong>31</strong> DECEMBER <strong>2010</strong><br />

A$’000<br />

<strong>December</strong> <strong>2010</strong> <strong>December</strong> 2009<br />

Revenue 80,041 75,035<br />

Other income 118 -<br />

Unrealised interest rate swap gains 12,633 4,705<br />

Employee benefit expense (17,640) (14,574)<br />

Impairment of assets (6,142) -<br />

Depreciation and amortisation (18,068) (16,116)<br />

Borrowing costs expense (26,154) (24,947)<br />

Other expenses (34,413) (30,817)<br />

Foreign exchange differences on cash (1,036) -<br />

Equity accounted profits 39 278<br />

Loss before taxation (10,622) (6,436)<br />

Income tax expense (427) (2,935)<br />

Loss for the half year (11,049) (9,371)<br />

Allocation of loss for the half year<br />

Stapled security holders (11,127) (9,700)<br />

Non-controlling interests 78 329<br />

Loss for the half year (11,049) (9,371)<br />

Other comprehensive income<br />

Changes in the fair value of cash flow hedges (1,996) -<br />

Exchange differences arising on translation of foreign operations (17,838) (9,836)<br />

Other comprehensive income for the half-year (19,834) (9,836)<br />

Loss for the half year (11,049) (9,371)<br />

Total comprehensive income for the half year (30,883) (19,207)<br />

Allocation of total comprehensive inome for the half year<br />

Stapled security holders (30,959) (19,357)<br />

Non-controlling interests 76 150<br />

Total comprehensive income for the half year (30,883) (19,207)<br />

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.<br />

4


Unaudited report for the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

<strong>Campus</strong> <strong>Living</strong> Land Trust (USA)<br />

CONSOLIDATED CASH FLOW STATEMENT<br />

FOR THE HALF YEAR ENDED <strong>31</strong> DECEMBER <strong>2010</strong><br />

A$’000<br />

<strong>December</strong> <strong>2010</strong> <strong>December</strong> 2009<br />

Cash flows from operating activities<br />

Receipts from customers 78,326 77,726<br />

Payments to suppliers and employees (52,173) (46,117)<br />

Interest received 638 412<br />

Interest paid (26,552) (23,938)<br />

Dividends received 61 -<br />

Income taxes paid (97) -<br />

Net cash flow generated from current period 203 8,083<br />

Payment of prior year responsible entity fees (4,783) (1,800)<br />

Net cash flow from operating activities (4,580) 6,283<br />

Cash flows from investing activities<br />

Capital expenditure (38,989) (117,696)<br />

Net cash outflow from investing activities (38,989) (117,696)<br />

Cash flows from financing activities<br />

Proceeds from issue of equity 33,268 96,186<br />

Equity raising costs - (28)<br />

Proceeds net of repayments of borrowings 7,380 22,333<br />

Net advances (to)/from related parties 6,273 -<br />

Distributions to unit holders¹ (10,100) (3,904)<br />

Net cash inflow from financing activities 36,821 114,587<br />

Net (decrease)/increase in cash and cash equivalents (6,748) 3,174<br />

Effects of exchange rate changes on cash and cash equivalents<br />

(5,364) (2,756)<br />

Cash and cash equivalents at the beginning of the half year<br />

75,213 50,138<br />

Cash and cash equivalents at the end of the half year 63,101 50,556<br />

1<br />

The distribution paid this period was $10.1 million (June <strong>2010</strong> distribution). The distributions paid in the prior period were $2.9 million (June<br />

2009 distribution) and $1.0 million (September 2009 distribution).<br />

The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.<br />

5


Unaudited report for the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

<strong>Campus</strong> <strong>Living</strong> Land Trust (USA)<br />

CONOLIDATED BALANCE SHEET<br />

AS AT <strong>31</strong> DECEMBER <strong>2010</strong><br />

A$’000<br />

<strong>December</strong> <strong>2010</strong> June <strong>2010</strong><br />

Current Assets<br />

Cash and cash equivalents 63,101 75,213<br />

Trade and other receivables 10,855 9,715<br />

Inventory 67 57<br />

Other current assets 2,303 3,472<br />

Total Current Assets 76,326 88,457<br />

Non-Current Assets<br />

Receivables 21 -<br />

Other financial assets 338 338<br />

Equity accounted investments 1,698 2,054<br />

Derivative financial instruments 56 56<br />

Property, plant and equipment 949,623 1,032,430<br />

Intangible assets 39,854 43,735<br />

Deferred taxation assets 704 952<br />

Other non-current assets 3,039 1,765<br />

Total Non-Current Assets 995,333 1,081,330<br />

TOTAL ASSETS 1,071,659 1,169,787<br />

Current Liabilities<br />

Trade and other payables 34,975 53,022<br />

Provisions 975 1,010<br />

Income tax liability 685 487<br />

Derivative financial instruments 1,342 -<br />

Related party borrowings 6,273 -<br />

Borrowings 304,363 228,761<br />

Total Current Liabilities 348,613 283,280<br />

Non-Current Liabilities<br />

Provisions 1,115 1,203<br />

Borrowings 476,106 627,704<br />

Derivative financial instruments 16,906 30,391<br />

Deferred taxation liabilities 11,728 12,357<br />

Total Non-Current Liabilities 505,855 671,655<br />

TOTAL LIABILITIES 854,468 954,935<br />

Net Assets 217,191 214,852<br />

Equity<br />

Parent entity equity<br />

Issued capital 195,453 178,739<br />

Accumulated losses (75,915) (65,054)<br />

Reserves (14,766) 150<br />

Total Parent Entity Interest 104,772 113,835<br />

Other entities in stapled group<br />

Issued capital 184,149 167,595<br />

Accumulated losses (72,013) (71,747)<br />

Reserves (4,624) 292<br />

Total Equity of Other Stapled Entities 107,512 96,140<br />

Non-controlling interest 4,907 4,877<br />

TOTAL EQUITY 217,191 214,852<br />

The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.<br />

6


Unaudited report for the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

<strong>Campus</strong> <strong>Living</strong> Land Trust (USA)<br />

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY<br />

FOR THE HALF YEAR ENDED <strong>31</strong> DECEMBER <strong>2010</strong><br />

A$’000<br />

Consolidated entity<br />

Attributable to stapled security holders<br />

Issued capital<br />

Accumulated<br />

losses<br />

Reserves<br />

Non-controlling<br />

interest<br />

Total equity<br />

Balance at 1 July <strong>2010</strong> 346,334 (136,801) 442 4,877 214,852<br />

Exchange differences - - (17,836) (2) (17,838)<br />

Cash flow hedges net of tax - - (1,996) - (1,996)<br />

Share of profit to non-controlling interests - (78) - 78 -<br />

Loss for the half-year - (11,049) - - (11,049)<br />

Total Comprehensive Income for the half-year - (11,127) (19,832) 76 (30,883)<br />

Issue of capital ¹ 33,268 - - - 33,268<br />

Equity raising costs - - - - -<br />

Distributions ² - - - (46) (46)<br />

Balance at <strong>31</strong> <strong>December</strong> <strong>2010</strong> 379,602 (147,928) (19,390) 4,907 217,191<br />

1<br />

Equity calls made on investors during the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong> totalling $33.3 million were used to repay the equity bridge<br />

facility and cash back letters of credit and bank guarantees for established projects.<br />

2<br />

The Fund declared no distributions during the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong>.<br />

Consolidated entity<br />

Attributable to stapled security holders<br />

Accumulated<br />

Non-controlling<br />

Issued capital<br />

losses<br />

Reserves<br />

interest<br />

Total equity<br />

Balance at 1 July 2009 265,101 (102,622) 4,012 4,869 171,360<br />

Exchange differences - - (9,657) (179) (9,836)<br />

Share of profit to non-controlling interests - (329) - 329 -<br />

Loss for the half-year - (9,371) - - (9,371)<br />

Total Comprehensive Income for the half-year - (9,700) (9,657) 150 (19,207)<br />

Issue of capital ¹ 96,186 - - - 96,186<br />

Equity raising costs ³ (28) - - - (28)<br />

Distributions ² (2,000) - - (139) (2,139)<br />

Balance at <strong>31</strong> <strong>December</strong> 2009 359,259 (112,322) (5,645) 4,880 246,172<br />

1<br />

Equity calls were made on investors during the half year ended <strong>31</strong> <strong>December</strong> 2009 totalling $96.2 million for the acquisition of the Cottages of<br />

Lubbock in the USA and payments into the EBF for repositioning and refurbishment in the USA and UK, residual equity for USA acquisitions<br />

from the June 2008 financial year, practical completion for Canberra and UNSW, ECU funding and equity raising costs and support services<br />

for capital projects paid to the RE.<br />

2<br />

The Fund declared the following distributions during the six months ended <strong>31</strong> <strong>December</strong> 2009:<br />

Declaration date Payment date Amount Cents per unit<br />

28 September 2009 6 November 2009 $1,000,204 0.2964<br />

18 <strong>December</strong> 2009 5 February <strong>2010</strong> $999,743 0.2418<br />

3<br />

The Fund paid equity issue costs to the RE for the IM. This transaction and the payment of the costs have been approved by the Independent<br />

Directors of the RE.<br />

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.<br />

7


Unaudited report for the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

<strong>Campus</strong> <strong>Living</strong> Land Trust (USA)<br />

NOTES TO THE CONOLIDATED FINANCIAL STATEMENTS<br />

FOR THE HALF YEAR ENDED <strong>31</strong> DECEMBER <strong>2010</strong><br />

_______________________________________________________________________________________<br />

1. Basis of the preparation of the report<br />

This general purpose financial report for the half year<br />

ended <strong>31</strong> <strong>December</strong> <strong>2010</strong> has been prepared in accordance<br />

with Accounting Standard AASB 134 Interim Financial<br />

Reporting and the Corporations Act 2001.<br />

This half year financial report does not include all the notes<br />

of the type normally included in an annual financial report.<br />

Accordingly, this report is to be read in conjunction with the<br />

annual report for the year ended 30 June <strong>2010</strong>.<br />

The accounting policies adopted are consistent with those<br />

of the previous financial year.<br />

The <strong>Campus</strong> <strong>Living</strong> <strong>Villages</strong> Fund (“The Fund”) was formed<br />

on 9 January 2007 through a stapling arrangement of four<br />

trusts <strong>Campus</strong> <strong>Living</strong> Land Trust (USA) (“CLLT (USA)”)<br />

which is the parent entity, <strong>Campus</strong> <strong>Living</strong> Finance Trust ,<br />

<strong>Campus</strong> <strong>Living</strong> Australia Trust and <strong>Campus</strong> <strong>Living</strong><br />

Overseas Trust. The units of the four trusts forming the<br />

Fund can only be purchased or sold in their current stapled<br />

arrangement.<br />

Australian Accounting Standards Board Interpretation<br />

1002: Post-Date-of-Transition Stapling Arrangements<br />

(“AASB 1002”) provides guidance on stapling arrangements<br />

relative to other Australian Accounting Standards. In<br />

particular, it requires one of the stapled entities to be<br />

identified as the parent entity of the stapled structure<br />

when preparing the consolidated financial report.<br />

Management has identified CLLT (USA) as the parent<br />

entity in the consolidated financial report.<br />

The consolidated financial statements incorporate the<br />

assets and liabilities of all subsidiaries of CLLT (USA) as at<br />

<strong>31</strong> <strong>December</strong> <strong>2010</strong> and the results of all subsidiaries for the<br />

half year then ended. CLLT (USA) and its subsidiaries<br />

together are referred to in this financial report as the<br />

consolidated entity.<br />

The consolidated entity is a kind referred to in Class order<br />

98/100, issued by the Australian Securities and<br />

Investments Commission, relating to the “rounding off” of<br />

amounts in the finance report. Amounts in the financial<br />

report have been rounded off in accordance with that Class<br />

Order to the nearest thousand dollars, or in certain cases,<br />

the nearest dollar.<br />

8


Unaudited report for the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

<strong>Campus</strong> <strong>Living</strong> Land Trust (USA)<br />

NOTES TO THE CONOLIDATED FINANCIAL STATEMENTS<br />

FOR THE HALF YEAR ENDED <strong>31</strong> DECEMBER <strong>2010</strong><br />

__________________________________________________________________________________________________________________________________________________________________________________<br />

2. Segment information<br />

Geographically, the business is split into four main areas, being United States of America (“USA”), Australia (“AU”), New<br />

Zealand (“NZ”) and the United Kingdom (“UK”). The Fund has property and management businesses in all geographical<br />

locations.<br />

<strong>December</strong> <strong>2010</strong> AU NZ US UK Group Eliminations Total<br />

Revenue <strong>31</strong>,518 6,150 39,653 2,138 100 - 79,559<br />

Interest income 378 597 618 725 5,041 (6,722) 637<br />

Operating expenses (14,984) (3,842) (27,793) (1,240) (4,011) - (51,870)<br />

EBITDA 16,912 2,905 12,478 1,623 1,130 (6,722) 28,326<br />

Borrowing costs (15,771) (1,906) (14,537) (1,246) 146 6,451 (26,863)<br />

Depreciation,amortisation and impairment (7,421) (1,396) (15,811) (623) (11) (79) (25,341)<br />

Profit on disposal of assets (1) - (158) (23) - - (182)<br />

Fair value adjustments 9,444 63 4,057 693 (298) (521) 13,438<br />

Interest rate swaps 8,271 63 4,116 184 - - 12,634<br />

Foreign exhange movements 1,173 - (59) 509 (298) (521) 804<br />

Profit/(loss) before tax 3,163 (334) (13,971) 424 967 (871) (10,622)<br />

<strong>December</strong> 2009 AU NZ US UK Group Eliminations Total<br />

Revenue 23,424 6,533 43,339 1,606 - - 74,902<br />

Interest income 196 334 333 27 3,615 (4,093) 412<br />

Operating expenses (11,893) (3,782) (24,771) (1,575) (3,382) - (45,403)<br />

EBITDA 11,727 3,085 18,901 58 233 (4,093) 29,911<br />

Borrowing costs (10,523) (1,517) (15,606) (703) (1,025) 5,436 (23,938)<br />

Depreciation,amortisation and impairment (4,852) (1,385) (10,352) (535) - - (17,124)<br />

Profit on disposal of assets - - - - - - -<br />

Fair value adjustments 1,544 757 966 (1,978) - 3,426 4,715<br />

Interest rate swaps 1,544 757 2,698 (293) - - 4,706<br />

Foreign exhange movements - - (1,732) (1,685) - 3,426 9<br />

Profit/(loss) before tax (2,104) 940 (6,091) (3,158) (792) 4,769 (6,436)<br />

3. Contingent liabilities<br />

The consolidated entity has provided $4.0 million (2009:$13.5 million) of letters of credit and guarantees. These items<br />

relate to operator bonds, guarantees for debt service payments, guarantees for completion of refurbishments, and<br />

guarantees to support a hedge contract and a letter of credit for a put option to acquire a minority interest in an existing<br />

subsidiary.<br />

The consolidated entity continues to work with external counsel to determine whether there is the ability to pursue Bovis<br />

Lend Lease (BLL) for the costs associated with rectifying the building defect ($1mil), whether pursuant to a claim(s) in<br />

contract, tort or under trade practices legislation. Based on analysis to date it is anticipated that any action against BLL,<br />

who have referred the matter to their legal department, will need to be brought in the name of Macquarie University (MQ)<br />

on the basis that CLV were not a party to the original building contract. Statute of limitation issues is also being<br />

considered.<br />

The US business manages a 918 bed student housing facility in Tempe, Arizona (“ASUT”) on behalf of the owners of ASUT.<br />

In January 2011 CLV US received letters from the lawyers for the ASUT owners which assert that the relevant CLV US<br />

management entity breached the terms of the management agreement by executing a long-term cable and internet<br />

agreement (“Cable Agreement”) on behalf of the ASUT owners. The ASUT owners are demanding CLV US and the ASUT<br />

asset manager (who represent the 30 tenant in common ASUT owners) take an assignment and assume the obligations<br />

under the Cable Agreement and reimburse ASUT owners the difference between the cost under the Cable Agreement and<br />

the Co-Owners previous cost of cable services amounting to approximately US$2 million over ten years. CLV US is of the<br />

view that there has been no such breach (and has responded as such) given CLV US received written authorisation from<br />

the ASUT asset manager (who represent the 30 tenant in common ASUT owners) prior to signing the Cable Agreement as<br />

required under the management agreement. Nevertheless, CLV US has filed a notice of potential claim with its<br />

professional liability insurer and is awaiting confirmation of coverage and acceptance of defence in this potential claim.<br />

The consolidated entity has a pending litigation matter in Australia that is not expected to result in a significant loss as<br />

assessed by external and internal legal counsel.<br />

9


Unaudited report for the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

<strong>Campus</strong> <strong>Living</strong> Land Trust (USA)<br />

NOTES TO THE CONOLIDATED FINANCIAL STATEMENTS<br />

FOR THE HALF YEAR ENDED <strong>31</strong> DECEMBER <strong>2010</strong><br />

4. Subsequent events<br />

An earthquake on 22 February 2011 in Christchurch caused minimal physical damage to the buildings at the University of<br />

Canterbury Village. The business impact of the earthquake is yet to be determined.<br />

In February 2011 the University of Western Australia informed CLV that, as it expects to receive funding for its existing<br />

halls under the National Rental Affordability Scheme, it has terminated a development agreement with CLV. The Manager<br />

is advised that this agreement allows CLV to recover double its costs (up to a maximum $1.5 million) from the university in<br />

the event of termination for convenience, however, the university may seek to challenge this. CLV and the university are<br />

currently in negotiations as to the payment of these costs. Capitalised costs as at <strong>31</strong> <strong>December</strong> 2011 total $750,000.<br />

The directors have not identified any further matters since <strong>31</strong> <strong>December</strong> <strong>2010</strong> that would require disclosure in the half year<br />

report or adjustment to the financial statements or may significantly affect the consolidated entity’s operations in future<br />

financial years, the results of those operations in future financial years, or the consolidated entity’s state of affairs in<br />

future financial years.<br />

5. Related party loan<br />

A loan of A$6,264,167 was advanced from Transfield Finance Pty Limited (a related party of the Responsible Entity<br />

<strong>Campus</strong> <strong>Living</strong> Funds Management Limited) on 23 <strong>December</strong> <strong>2010</strong> to pay for fund manager fees, support services and<br />

other costs owing at this date. The interest rate charged on the loan is the interest rate that Transfield Finance Pty<br />

Limited pays to its external financier (BBSY plus 1%) plus a margin of 0.25%. Interest accrued on this loan at <strong>31</strong> <strong>December</strong><br />

<strong>2010</strong> is A$9,437. The loan is repayable on demand.<br />

6. Going concern - debt refinancing<br />

The current portion of borrowings included in the consolidated balance sheet at <strong>31</strong> <strong>December</strong> <strong>2010</strong> includes US$299 million<br />

(A$295 million) of borrowings that are due for repayment within twelve months of the balance sheet date. In addition to this,<br />

there is NZ$6.5 million (A$4.9 million) and A$1.5 million that is due to be repaid in March 2011 and April 2011 respectively to<br />

lower the loan value ratios to underlying debt facility agreement requirements.<br />

Century 16 portfolio - US$201 million (A$199 million)<br />

The original Century 16 portfolio is financed by US$201 million (A$198 million) of borrowings from the Royal Bank of<br />

Scotland (RBS) and is due for repayment in April 2011. In addition to this, US$98 million (A$96 million) of debt relating to the<br />

Illini Towers and Delaware assets are due for repayment in July 2011.<br />

The RBS borrowings are held by a syndicate of banks of which RBS is both a participant and the Agent. The Fund is in the<br />

process of refinancing the RBS debt through a private placement of debt in the United States. The Fund has received an<br />

intention to rate letter from Fitch (BBB- investment grade) and has launched the offer of loan notes to potential investors.<br />

The underlying offer by a US subsidiary (CCHM Property Holdings LP) is for US$120 million fixed rate notes that are<br />

amortising over twenty one years with a weighted average life period of eleven years. CCHM Property Holdings LP is<br />

targeting receipt of signed commitments from potential investors provided the issue price remains the same on 15 March<br />

2011, and receipt of signed loan note agreements are targeted by 3 April 2011.<br />

Delaware and Illini - US$98 million (A$96 million)<br />

The Fund is in the process of refinancing the Delaware and Illini borrowings due for repayment in July 2011 and is<br />

investigating several options to obtain financing that will yield the most favourable outcome.<br />

Equity raising from rights issues – A$160 million<br />

The Fund is raising equity from existing investors through a rights issue. An offer document will be issued on 11 March 2011<br />

with the offer close date set at 28 March 2011. Funds under the rights issue will be called during the month of April 2011<br />

pending close of the private placement debt in the United States. This rights issue is expected to raise A$160 million of<br />

equity, of which A$115 million is expected to pay down the borrowings (after refinancing proceeds) noted above and A$25<br />

million will be used to fund committed projects.<br />

The existence of a net current liability position suggests a material uncertainty which may cast doubt on the Fund’s ability to<br />

continue as a going concern and therefore its ability to realise its assets in the normal course of business and at the amounts<br />

10


Unaudited report for the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

<strong>Campus</strong> <strong>Living</strong> Land Trust (USA)<br />

NOTES TO THE CONOLIDATED FINANCIAL STATEMENTS<br />

FOR THE HALF YEAR ENDED <strong>31</strong> DECEMBER <strong>2010</strong><br />

6. Going concern – debt refinancing (continued)<br />

disclosed in the financial statements. The financial statements have been prepared on a going concern basis as it is the<br />

Directors’ expectation, based on the information available, that the current borrowings will be repaid through a combination<br />

of debt refinancing and using a portion of the equity that will be raised from the rights issue.<br />

11


Unaudited report for the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

<strong>Campus</strong> <strong>Living</strong> Land Trust (USA)<br />

DIRECTORS’ DECLARATION<br />

FOR THE HALF YEAR ENDED <strong>31</strong> DECEMBER <strong>2010</strong><br />

In the directors’ opinion:<br />

a) The financial statements and notes set out on pages 4<br />

to 11 are in accordance with the Corporations Act 2001,<br />

including:<br />

> complying with Australian Accounting Standards,<br />

the Corporations Regulations 2001 and other<br />

mandatory professional reporting requirements;<br />

> giving a true and fair view of the consolidated<br />

entity’s financial position as at <strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

and of their performance for the half year ended<br />

on that date; and<br />

b) there are reasonable grounds to believe that the<br />

consolidated entity will be able to pay its debts as and<br />

when they become due and payable.<br />

This declaration is made in accordance with a resolution of<br />

the directors.<br />

John Niland<br />

Chairman<br />

Nicholas James<br />

Director<br />

Sydney<br />

10 March 2011<br />

12


Unaudited report for the half year ended <strong>31</strong> <strong>December</strong> <strong>2010</strong><br />

<strong>Campus</strong> <strong>Living</strong> Land Trust (USA)<br />

CORPORATE DIRECTORY<br />

FOR THE HALF YEAR ENDED <strong>31</strong> DECEMBER <strong>2010</strong><br />

_______________________________________________________________________________________<br />

Responsible Entity<br />

<strong>Campus</strong> <strong>Living</strong> Funds Management Limited<br />

Pier 8/9 Walsh Bay<br />

23 Hickson Road<br />

Sydney NSW 2000<br />

T +61 2 9037 7100<br />

_______________________________________________________________________________________<br />

Directors<br />

The directors of the Responsible Entity, <strong>Campus</strong> <strong>Living</strong><br />

Funds Management Limited, are:<br />

Professor John Niland AC<br />

Luca Belgiorno-Nettis (appointed 29 November <strong>2010</strong>)<br />

Professor Stephen Burdon<br />

Walter Carpenter<br />

Nicholas James<br />

Gayle Tollifson<br />

_______________________________________________________________________________________<br />

Secretary<br />

The company secretary of the Responsible Entity is<br />

Richard Gabelich.<br />

_______________________________________________________________________________________<br />

Principal registered office in Australia<br />

The principal registered office in Australia is the office of<br />

the Responsible Entity.<br />

_______________________________________________________________________________________<br />

Trust register<br />

The trust register is held by the Responsible Entity.<br />

_______________________________________________________________________________________<br />

Auditor<br />

The auditors are PricewaterhouseCoopers.<br />

_______________________________________________________________________________________<br />

Bankers<br />

Several banks are used in Australia, New Zealand, the USA<br />

and the UK. The EBF is provided by the Australia and New<br />

Zealand Banking Group Limited.<br />

_______________________________________________________________________________________<br />

Website addresses<br />

www.campuslivingvillages.com<br />

www.clv.com.au<br />

www.clvuk.com<br />

www.clv.co.nz<br />

www.clvusa.com<br />

13

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