31 December 2010 - Campus Living Villages
31 December 2010 - Campus Living Villages
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