Suntec Real Estate Investment Trust 2009 Third Quarter Unaudited Financial Statements & Distribution Announcement Suntec Real Estate Investment Trust (“Suntec REIT”) is a real estate investment trust constituted by the Trust Deed entered into on 1 November 2004 (as amended) between ARA Trust Management (Suntec) Limited as the Manager of Suntec REIT and HSBC Institutional Trust Services (Singapore) Limited as the Trustee of Suntec REIT.
Suntec REIT was listed on the Singapore Exchange Securities Trading Limited on 9 December 2004.
Suntec REIT owns Suntec City Mall and certain office units in Suntec Towers One, Two and Three and the whole of Suntec Towers Four and Five, which form part of the integrated commercial development known as “Suntec City”. The property portfolio also comprises Park Mall, Chijmes and one-third interest in One Raffles Quay.
On 30 September 2009, Suntec REIT, through a wholly-owned subsidiary, invested 20 per cent interest in a joint venture company which owns Suntec Singapore International Convention & Exhibition Centre.
The financial information for the period from 1 January 2009 to 30 September 2009 has not been audited but has been reviewed by our auditors in accordance with Singapore Standard on Review Engagements 2410. Where appropriate, comparisons are made against the corresponding actual figures for the period 1 January 2008 to 30 September 2008.
Financial Statements Announcement For financial quarter ended 30 September 2009
SUMMARY OF SUNTEC REAL ESTATE INVESTMENT TRUST RESULTS
1/7/09 to 30/9/09 S$'000
1/7/08 to 30/9/08 S$'000
Group YTD 1/1/09 Change to 30/9/09 % S$'000
YTD 1/1/08 to 30/9/08 S$'000
Change %
Gross Revenue
61,948
61,447
0.8%
191,386
176,643
8.3%
Net property Income
47,044
45,610
3.1%
145,010
134,193
8.1%
Income available for distribution
47,741
43,862
8.8%
141,790
123,505
14.8%
Distribution per unit (cents) 1
2.921
2.854
2.3%
8.816
8.166
8.0%
11.589
11.353
2.1%
11.787
10.907
8.1%
Annualised distribution per unit (cents)
Footnote: 1. Please refer to Page 15 for the distribution per unit computation.
2
Financial Statements Announcement For financial quarter ended 30 September 2009 1 (a)(i) Statement of Total Return and Distribution statement for the Quarter ended 30 September 2009
Statement of total return
Gross revenue
(a)
1/7/09 to 30/9/09 S$'000
1/7/08 to 30/9/08 S$'000
Group YTD 1/1/09 Change to 30/9/09 % S$'000
YTD 1/1/08 to 30/9/08 S$'000
Change %
61,948
61,447
0.8%
191,386
176,643
8.3%
Maintenance charges
(4,134)
(4,110)
-0.6%
(12,401)
(12,319)
-0.7%
Property management fee
(1,754)
(1,739)
-0.9%
(5,458)
(5,144)
-6.1%
(b)
(5,384)
(5,843)
7.9%
(16,805)
(12,349)
-36.1%
(3,632)
(4,145)
12.4%
(11,712)
(12,638)
7.3%
(14,904)
(15,837)
5.9%
(46,376)
(42,450)
-9.2%
47,044
45,610
3.1%
145,010
134,193
8.1%
6,894
6,367
8.3%
20,456
19,100
7.1%
(9,022)
(16,922)
46.7%
(37,090)
(29,345)
-26.4%
(6,522)
(6,597)
1.1%
(19,353)
(19,647)
1.5%
(6,942)
(7,327)
5.3%
(20,666)
(20,970)
1.4%
(574)
(844)
32.0%
(1,756)
(2,402)
26.9%
30,878
20,287
52.2%
86,601
80,929
7.0%
3,645
24,688
-85.2%
7,690
30,369
-74.7%
34,523
44,975
-23.2%
94,291
111,298
-15.3%
-
11,866
-100.0%
-
11,866
-100.0%
34,523
56,841
-39.3%
94,291
123,164
-23.4%
(785)
(445)
-76.4%
(2,111)
(1,591)
-32.7%
33,738
56,396
-40.2%
92,180
121,573
-24.2%
Property tax
Other property expenses Property expenses Net property income Other income
(c)
Net financing costs
(d)
Amortisation expenses
(e)
Asset management fees Trust expenses Net income before share of profit of jointly controlled entity Share of profit of jointly controlled entity Total return for the period before taxation Net surplus on revaluation of investment properties Total return for the period before taxation Income tax expense
(f)
Total return for the period after taxation
3
Financial Statements Announcement For financial quarter ended 30 September 2009
1/7/09 to 30/9/09 S$'000
Distribution statement
Net income before share of profit of jointly controlled entity Net effect of non-tax deductible items
(g)
Taxable income Dividend income from jointly controlled entity (h) Income tax expenses
(f )
Income available for distribution to Unitholders at end of the period
1/7/08 to 30/9/08 S$'000
Group YTD 1/1/09 to 30/9/09 % S$'000
Change
YTD 1/1/08 to 30/9/08 S$'000
Change %
30,878
20,287
52.2%
86,601
80,929
7.0%
14,003
20,689
-32.3%
49,610
36,159
37.2%
44,881
40,976
9.5%
136,211
117,088
16.3%
3,645
3,331
9.4%
7,690
8,008
-4.0%
(2,111)
(1,591)
-32.7%
(785)
47,741
(445)
43,862
-76.4%
8.8%
141,790
123,505
14.8%
Nm– not meaningful Footnotes: (a) Gross revenue comprises mainly base rentals, service charges from retail mall and offices, promotion fund from retail mall and income from rentals of atrium spaces, push carts, kiosks and media spaces. The higher gross revenue as compared to the actual figure for the corresponding period was mainly due to higher revenue derived from additional office spaces acquired and replacement and renewal leases. (b)
Property tax for nine months ended 30 September 2009 was higher as compared to the corresponding period due to write back of property tax provision in the preceding year.
(c)
This relates to the income support received from the vendor, Cavell Limited in relation to the acquisition of a one-third interest in One Raffles Quay Pte Ltd.
4
Financial Statements Announcement For financial quarter ended 30 September 2009 (d)
Included in the net financing costs are the following:
1/7/09 to 30/9/09 S$'000
1/7/08 to 30/9/08 S$'000
Group YTD 1/1/09 Change to 30/9/09 % S$'000
YTD 1/1/08 to 30/9/08 S$'000
Change %
Finance income: Gain arising from remeasurement of interest rate swaps (1)
-
1,133
Nm
1,514
27,193
-94.4%
1,636
4,607
-64.5%
-
6,996
Nm
590
Nm
-
590
Nm
8 398 3,213 5,255
57 577 1,710 8,674
-86.0% -31.0% 87.9% -39.4%
95 1,566 9,451 12,626
225 1,937 6,435 43,376
-57.8% -19.2% 46.9% -70.9%
(379)
(11,213)
96.6%
(475)
(27,202)
98.3%
-
(90)
Nm
-
(90)
Nm
-
-
Nm
(7,280)
-
Nm
(3,208)
(2,091)
-53.4%
(7,630)
(5,062)
-50.7%
(7,913) (2,777) (14,277) (9,022)
(11,049) (1,153) (25,596) (16,922)
28.4% -140.8% 44.2% 46.7%
(27,491) (6,840) (49,716) (37,090)
(33,895) (6,472) (72,721) (29,345)
18.9% -5.7% 31.6% -26.4%
Gain arising from remeasurement of convertible bonds (1)
Gain arising from the termination of interest rate swaps Interest income - fixed deposits and current account - interest rate swaps - loan to jointly controlled entity
-
Finance expenses: Loss arising from remeasurement of interest rate swaps (1)
Loss arising from the termination of interest rate swaps Loss arising from remeasurement of convertible bonds (1)
Amortisation of transaction costs Interest expense - bank loans and convertible bonds - interest rate swaps Net financing costs
Nm– not meaningful (1)
This relates to the gain/(loss) arising from remeasurement of the interest rate swaps and convertible bonds that had been entered into. This has no impact on distributable income.
(e)
This relates to the amortisation of the intangible asset relating to the income support receivable by Suntec REIT (please refer to note(c) above and note 1b(i) below). This amortisation does not have any impact on distributable income.
(f)
This relates to income tax provision on the income support received (see note (c) above).
5
Financial Statements Announcement For financial quarter ended 30 September 2009 (g)
Included in the net tax adjustments are the following:
1/7/09 to 30/9/09 S$'000
1/7/08 to 30/9/08 S$'000
Group YTD 1/1/09 Change to 30/9/09 % S$'000
YTD 1/1/08 to 30/9/08 S$'000
Change %
Non-tax deductible / (chargeable) items: Amortisation costs
9,730
8,688
12.0%
26,983
24,710
9.2%
Asset management fees payable in units
5,554
5,861
-5.2%
16,532
16,775
-1.4%
(567)
(118)
-380.5%
(1,683)
(353)
-376.8%
(1,257)
5,473
Nm
6,241
(6,987)
Nm
543
785
-30.8%
1,537
2,014
-23.7%
14,003
20,689
-32.3%
49,610
36,159
37.2%
Non-tax deductible/(chargeable): - interest income - (gain)/loss arising from remeasurement of interest rate swaps and convertible bonds Temporary differences and other adjustments Net tax adjustments Nm– not meaningful (h)
This relates to the dividend income received from One Raffles Quay Pte Ltd.
6
Financial Statements Announcement For financial quarter ended 30 September 2009 1 (b)(i) Balance sheet as at 30 September 2009 Group 30/9/09 S$'000
Trust 31/12/08 S$'000
30/9/09 S$'000
31/12/08 S$'000
Non-current assets Plant and equipment Investment properties Intangible asset
(a)
Interest in jointly controlled (b) entities Investment in subsidiaries
(c)
55
91
55
91
4,352,326
4,352,000
4,352,326
4,352,000
41,530
60,883
41,530
60,883
973,356
952,128
344,946
348,946
536,220
510,992
-
-
2,046
2,227
2,046
2,227
5,369,313
5,367,329
5,277,123
5,275,139
Trade and other receivables
6,532
7,253
6,532
7,253
Amount due from jointly controlled entity
3,645
2,760
-
-
-
-
3,645
2,760
-
238
Derivative assets
(d)
Total non-current assets Current assets
Amount due from subsidiary Derivative assets
(d)
-
238
Cash and cash equivalents
17,894
54,056
17,894
54,056
Total current assets
28,071
64,307
28,071
64,307
5,397,384
5,431,636
5,305,194
5,339,446
749,746
823,661
749,746
823,661
36,457
39,056
36,457
39,056
2,025
6,081
2,025
6,081
20,541
17,257
20,541
17,257
5,598
3,487
5,598
3,487
814,367
889,542
814,367
889,542
1,099,424
1,037,102
1,099,424
1,037,102
11,526
4,968
11,526
4,968
41,994
44,026
41,994
44,026
Total non-current liabilities
1,152,944
1,086,096
1,152,944
1,086,096
Total liabilities
1,967,311
1,975,638
1,967,311
1,975,638
3,430,073
3,455,998
3,337,883
3,363,808
3,430,073
3,455,998
3,337,883
3,363,808
Total assets Current liabilities Interest bearing borrowings
(e)
Trade and other payables Derivative liabilities
(f)
Current portion of security deposits Provision for taxation Total current liabilities Non-current liabilities Interest bearing borrowings Derivative liabilities
(e)
(f)
Non-current portion of security deposits
Net assets Unitholders' funds
(g)
7
Financial Statements Announcement For financial quarter ended 30 September 2009 Footnotes: (a) This represents the unamortised income support provided by Cavell Limited, the vendor of the one-third interest in One Raffles Quay Pte Ltd, the Group’s jointly controlled entity. (b) In respect of the Group, this relates to the one-third interest in One Raffles Quay Pte Ltd and 20 per cent interest in Harmony Investors Group Limited, the Group’s jointly controlled entities. In respect of the Trust, this relates to advances to One Raffles Quay Pte Ltd. (c) This relates to Comina Investment Limited and Suntec Harmony Pte. Ltd, which are wholly-owned subsidiaries of Suntec REIT. (d) Derivative assets relate to the fair value of the interest rate swaps. Derivative assets of $2.2 million as at 31 December 2008 which had been previously classified as current assets have been reclassified to noncurrent assets following the amendments to Financial Reporting Standard (FRS) 1 Presentation of Financial Statements which came into effect on 1 January 2009. (e) The interest-bearing borrowings are stated at amortised cost. (f)
Derivative liabilities relate to the fair value of the interest rate swaps and convertible bonds. Derivative liabilities of $5 million as at 31 December 2008 relating to the fair value of the interest rate swaps and convertible bonds, which had been previously classified as current liabilities have been reclassified to non-current liabilities following the amendments to FRS 1 (see note (d) above).
(g) Please refer to statement of movements in unitholders’ funds item 1(d)(i) for details.
1 (b)(ii) Aggregate amount of borrowings and debt securities GROUP 30/9/09 S$'000 Amount repayable in one year or less, or on demand (a) - Secured - Unsecured
Amount repayable after one year (b) - Secured (c) - Unsecured
TRUST 31/12/08 S$'000
30/9/09 S$'000
31/12/08 S$'000
749,746 749,746
698,733 124,928 823,661
749,746 749,746
698,733 124,928 823,661
34,179 1,065,245 1,099,424 1,849,170
1,037,102 1,037,102 1,860,763
34,179 1,065,245 1,099,424 1,849,170
1,037,102 1,037,102 1,860,763
Details of borrowings and collaterals (a) Suntec REIT has in place secured facilities of S$750.0 million, comprising a S$700.0 million term loan facility and a S$50.0 million revolving credit facility (“RCF”), each for a term of five years (the “Facilities”). The term loan is repayable after five years from 9 December 2004. The RCF had been fully drawn down as at 30 September 2009 (31 December 2008: S$Nil).
8
Financial Statements Announcement For financial quarter ended 30 September 2009 The Facilities are secured on the following: • • • • • • •
A first legal mortgage on Suntec City; A first fixed charge over the central rental collection account in relation to Suntec City; An assignment of Suntec REIT’s rights, title and interest in the property management agreement in relation to Suntec City; An assignment of Suntec REIT’s rights, title and interest in the tenancy documents and the proceeds in connection with Suntec City; An assignment of Suntec REIT’s rights, title and interest in the insurance policies in relation to Suntec City; A fixed and floating charge over the assets of Suntec REIT in relation to Suntec City, agreements, collateral, as required by the financial institution granting the facilities; and An assignment of any interest swaps facility, which may be entered into by Suntec REIT in relation to the Facilities.
(b) On 28 April 2009, Suntec REIT obtained a secured facility of S$825.0 million Term Loan Facility with a panel of 7 banks to refinance all borrowings maturing in FY 2009. S$50 million had been drawn down as at 30 September 2009. The Facilities are to be secured on the following: • • • • • • •
A first legal mortgage on Suntec City Mall, Suntec City Tower 3 and Tower 4 (the “Properties”); A first fixed charge over the central rental collection account in relation to the Properties; An assignment of Suntec REIT’s rights, title and interest in the property management agreement in relation to the Properties; An assignment of Suntec REIT’s rights, title and interest in the tenancy documents and the proceeds in connection with the Properties; An assignment of Suntec REIT’s rights, title and interest in the insurance policies in relation to the Properties; A fixed and floating charge over the assets of Suntec REIT in relation to the Properties, agreements, collateral, as required by the financial institution granting the facilities; and An assignment of any interest swaps facility, which may be entered into by Suntec REIT in relation to the term loan facility
(c) The interest-bearing borrowings (unsecured) comprise S$157.5 million from Sunshine Assets Limited via a medium term note programme, S$650.0 million from various institutional banks and S$270.0 million of convertible bonds due 2013.
9
Financial Statements Announcement For financial quarter ended 30 September 2009 1 (c)
Cash flow statement
1/7/09 to 30/9/09 S$'000
GROUP 1/7/08 to 1/1/09 to 30/9/08 30/9/09 S$'000 S$'000
1/1/08 to 30/9/08 S$'000
Operating activities Net income
34,523
44,975
94,291
111,298
Adjustments for: Depreciation Asset management fees paid in units Net finance costs Amortisation expense Allowance for doubtful receivables Share of profit of jointly controlled entity Operating income before working capital changes
11 5,554 9,022 6,522 476 (3,645) 52,463
21 5,861 16,922 6,597 808 (24,688) 50,496
43 16,532 37,090 19,353 1,676 (7,690) 161,295
95 16,775 29,345 19,647 1,230 (30,369) 148,021
Changes in working capital Trade and other receivables Trade and other payables Cash flow from operating activities
888 (4,990) 48,361
(744) 9,602 59,354
(524) (18) 160,753
1,276 19,566 168,863
3,095 945 381 (7) (24,758) (20,344)
1,767 (845) (19) (7,732) 6,267 (562)
10,679 6,805 (326) (6) 4,000 (24,758) (3,606)
6,660 2,898 (2,167) (82) (45,625) 5,126 (33,190)
Proceeds from interest-bearing loans Proceeds from issue of convertible bonds Financing costs paid Repayment of interest-bearing loans Distributions to unitholders Cash flow from financing activities
33,000 (17,263) (8,000) (47,710) (39,973)
450,000 (18,539) (400,000) (42,019) (10,558)
133,000 (54,883) (133,000) (138,426) (193,309)
584,500 270,000 (48,688) (779,000) (103,078) (76,266)
Net (decrease) / increase in cash and cash equivalents
(11,956)
48,234
(36,162)
59,407
Cash and cash equivalents at beginning of the period
29,850
24,636
54,056
13,463
Cash and cash equivalents at end of the period
17,894
72,870
17,894
72,870
Investing activities Interest received Dividend received Capital expenditure on investment properties Purchase of plant and equipment Net cash outflow on purchase of investment properties Loan repayment from jointly controlled entity Interest in jointly controlled entities Cash flow from investing activities Financing activities
Footnotes: The significant non-cash transactions for the quarter ended 30 September 2009 were as follows: a)
the Group will be issuing 431,074 units to the Manager amounting to S$470,000 on 2 October 2009 as satisfaction of acquisition fees payable for the acquisition of a 20% interest in Suntec Singapore International Convention & Exhibition Centre.
(b)
the Group will be issuing a total of 5,093,803 units to the Manager amounting to S$5.6 million as satisfaction of asset management fees payable in units in respect of the financial quarter ended 30 September 2009.
10
Financial Statements Announcement For financial quarter ended 30 September 2009 The significant non-cash transactions for the nine months ended 30 September 2009 were as follows: (a)
the Group issued the third instalment of 34,500,362 units to Suntec City Development Pte Ltd on 9 June 2009 as satisfaction of the deferred payment consideration for the initial portfolio of properties.
(b)
the Group will be issuing 431,074 units to the Manager amounting to S$470,000 on 2 October 2009 as satisfaction of acquisition fees payable for the acquisition of a 20% interest in Suntec Singapore International Convention & Exhibition Centre.
(c)
the Group has issued or will be issuing a total of 20,603,232 units to the Manager amounting to S$16.53 million as satisfaction of asset management fees payable in units in respect of the financial period ended 30 September 2009.
1 (d)(i) Statement of movements in unitholders’ funds Group 1/7/09 to 30/9/09 S$'000 Balance at the beginning of the period
1/7/08 to 30/9/08 S$'000
YTD 1/1/09 to 30/9/09 S$'000
YT D 1/1/08 to 30/9/08 S$'000
3,436,510
3,846,172
3,455,998
3,834,739
33,738
56,396
92,180
121,573
33,738
56,396
92,180
121,573
Op eration s Total return after tax Net increase in net assets resultin g from operations Hedging transaction
(a)
1,511
(2,008)
5,554 470
5,861 -
3,319
(5,607)
Unith olders' tran sactions Units to be issued - ass et m anagem ent fee payable in units (b) - acquisition fee payable in units (c )
16,532 470
16,775 -
Distributions to unitholders
(47,710)
(42,019)
(138,426)
(103,078)
Net decrease in net assets resultin g from unitho lders' tran sactions
(41,686)
(36,158)
(121,424)
(86,303)
3,864,402
3,430,073
Unith olders' fund s as at end of perio d
3,430,073
3,864,402
11
Financial Statements Announcement For financial quarter ended 30 September 2009 1 (d)(i) Statement of movements in unitholders’ funds (cont’d) Trust 1/7/09 to 30/9/09 S$'000 Balance at the beginning o f the period
1/7/08 to 30/9/08 S$'000
YTD 1/1/09 to 30/9/09 S$'000
YTD 1/1/08 to 30/9/08 S$'000
3,344,320
3,707,547
3,363,808
3,697,119
33,738
35,040
92,180
99,212
33,738
35,040
92,180
99,212
Op eration s Total return after tax Net increase in net assets resulting from operations Hedging transaction
(a)
1,511
(2,008)
3,319
(5,607)
5,554 470
5,861 -
Distributions to unitholders
(47,710)
(42,019)
(138,426)
(103,078)
Net decrease in net assets resultin g from unith olders' tran sactions
(41,686)
(36,158)
(121,424)
(86,303)
3,704,421
3,337,883
Unith olders' transaction s Units to be issued - as set m anagem ent fee payable in units (b) - ac quisition fee pay able in units (c )
Unith olders' fund s as at end o f period
3,337,883
16,532 470
16,775 -
3,704,421
Footnotes: Group and Trust (a) This relates to the effective portion of the change in fair value of the interest rate swap, which has been designated as a cash flow hedge. (b) This represents the value of units issued and to be issued to the Manager as partial satisfaction of the asset management fee incurred for the quarter. The units are to be issued within 30 days from quarter end. (c) This represents the value of units to be issued to the Manager on 2 October 2009 as satisfaction of the acquisition fee payable for the acquisition of a 20% interest in Suntec Singapore International Convention & Exhibition Centre.
12
Financial Statements Announcement For financial quarter ended 30 September 2009 1 (d)(ii) Details of any changes in the units since the end of the previous period reported on GROUP AND TRUST 1/7/09 to 30/9/09 1/7/08 to 30/9/08 1/1/09 to 30/9/09 1/1/08 to 30/9/08 Units
Units
Units
Units
Issued units at the beginning of the period
1,622,622,074
1,527,998,838
1,571,198,028
1,486,619,198
Creation of units: - as units issued for deferred consideration - as payment for asset management fee
6,152,791
3,841,827
34,500,362 23,076,475
34,500,362 10,721,105
1,628,774,865
1,531,840,665
1,628,774,865
1,531,840,665
Units to be issued: (a) - asset management fee payable in units (b) - acquistion fee payable in units
5,093,803 431,074
4,857,001 -
5,093,803 431,074
4,857,001 -
Issuable units at the end of the period
5,524,877
4,857,001
5,524,877
4,857,001
103,501,084 103,501,084
172,501,808 172,501,808
103,501,084 103,501,084
172,501,808 172,501,808
1,737,800,826
1,709,199,474
1,737,800,826
1,709,199,474
Issued units at the end of the period
Deferred Units to be issued: - as satisfaction of deferred consideration on (c) investment properties acquired
Total issued and issuable units
Footnotes: (a) These are additional units to be issued to the Manager as partial satisfaction of asset management fee incurred for the quarter. (b) These are units to be issued to the Manager on 2 October 2009 as satisfaction of acquisition fee incurred on the acquisition of a 20% interest in Suntec Singapore International Convention & Exhibition Centre. (c) This refers to the 103,501,084 Deferred Units for the remaining of three of six equal instalments issued semi-annually from 9 June 2008 (being the issue date of the first instalment) to Suntec City Development Pte Ltd in satisfaction of the deferred payment consideration for the purchase of the initial portfolio properties in December 2004. Convertible Bonds – Group & Trust Suntec REIT has issued the following convertible bonds, which remained outstanding as at 30 September 2009: -
$270 million of Convertible Bonds due in 2013 which are convertible by holders into units of Suntec REIT at any time on or after 30 April 2008 at an adjusted conversion price of $1.797 per unit.
There has been no conversion of any of the above convertible bonds since the date of their issue. Assuming the bonds are fully converted based on the adjusted conversion price, the number of new units to be issued would be 150,250,417 ( 30 September 2008: 137,195,122), representing 9.2% ( 30 September 2008: 9.0%) of the total number of units of Suntec REIT in issue as at 30 September 2009.
13
Financial Statements Announcement For financial quarter ended 30 September 2009 2.
Whether the figures have been audited, or reviewed and in accordance with which standard (e.g. the Singapore Standard on Auditing 910 (Engagements to Review Financial Statements), or an equivalent standard) The figures for the nine-month period ended 30 September 2009 have not been audited but have been reviewed by the auditors in accordance with Singapore Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”.
3.
Where the figures have been audited, or reviewed, the auditors' report (including any qualifications or emphasis of matter) Please see attached review report.
4.
Whether the same accounting policies and methods of computation as in the issuer's most recently audited financial statements have been applied Except as described in note 1(b)(i), the Group has applied the same accounting policies and methods of computation as in the audited financial statements for the period ended 31 December 2008.
5.
If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change Except as described in note 4 above, there is no change in the accounting policies and methods of computation adopted.
6.
Earnings per unit (“EPU”) and Distribution per unit (“DPU”) for the financial period Earnings per unit
1/7/09 to 30/9/09 Weighted average number of units
1,732,336,002
Basic earnings per unit for the period based on the weighted average number of units in issue (cents) Weighted average number of units
(a)
Diluted earnings per unit for the period based on the (a) fully diluted basis (cents)
1.948 1,882,586,419
1.890
GROUP YTD 1/1/09 1/7/08 to 30/9/08 to 30/9/09 1,704,395,266
3.308 1,841,590,388
2.996
1,725,189,069
5.343 1,725,189,069
5.343
YTD 1/1/08 to 30/9/08 1,700,578,997
7.149 1,796,419,007
6.797
Footnote (a) For the purpose of calculating the diluted EPU, the weighted average number of units in issue is adjusted to take into the account the dilutive effect arising from full conversion of convertible bonds to units, with the potential units weighted for the period outstanding. For the nine-month period ended 30 September 2009, the convertible bonds were anti-dilutive and were excluded from the calculation of diluted EPU.
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Financial Statements Announcement For financial quarter ended 30 September 2009 Distribution per Unit In computing the DPU, the number of units as at the end of each period is used for the computation. The DPU for the Group and Trust are the same. Group and Trust 1/7/09 1/7/08 30/9/09 30/9/08
Group and Trust YTD 1/1/09 YTD 1/1/08 to 30/9/09 to 30/9/08
Number of issued and issuable units at end of period (a) entitled to distribution (excluding Deferred Units)
1,634,299,742
1,536,697,666
1,634,299,742
1,536,697,666
Number of issued and issuable units at end of period (b) (including Deferred Units)
1,737,800,826
1,709,199,474
1,737,800,826
1,709,199,474
Distribution per unit for the period based on the total number of units entitled to distribution (cents)
2.921
Distribution per unit for the period including Deferred Units (cents)
(1)
2.747
2.854
2.566
8.816
(2)
8.186
8.166
7.243
(1)
The distribution per unit for the quarter ended 30 September 2009 of 2.921 cents per unit (30 September 2008: 2.854 cents per unit) comprised a taxable income component of 2.543 cents per unit (30 September 2008: 2.434 cents per unit) and a tax exempt income component of 0.378 cents per unit (30 September 2008: 0.42 cents per unit).
(2)
The distribution per unit for nine months ended 30 September 2009 of 8.816 cents per unit comprised a taxable income component of 7.886 cents per unit and a tax exempt income component of 0.930 cents per unit.
Footnotes: (a) The computation of actual DPU for the period from 1 July 2009 to 30 September 2009 is based on the number of units entitled to the distribution: (i)
The number of units in issue as at 30 September 2009 of 1,628,774,865;
(ii) The units to be issued to the Manager on 2 October 2009 as satisfaction of acquisition fees incurred of 431,074; and (iii) The units issuable to the Manager by 30 October 2009 as partial satisfaction of management fee incurred for the period from 1 July 2009 to 30 September 2009 of 5,093,803. (b) The computation of actual DPU for the period from 1 July 2009 to 30 September 2009 including Deferred Units is based on: (i)
The number of units in issue as at 30 September 2009 of 1,628,774,865;
(ii) The units to be issued to the Manager on 2 October 2009 as satisfaction of acquisition fees incurred of 431,074; (iii) The units issuable to the Manager by 30 October 2009 as partial satisfaction of management fee incurred for the period from 1 July 2009 to 30 September 2009 of 5,093,803; and (iv) Deferred Units of 103,501,084 as at 30 September 2009. The Deferred Units being the remaining balance of three equal instalments will be issued semi-annually to Suntec City Development Pte Ltd as satisfaction of the deferred payment consideration for the purchase of the properties in December 2004.
15
Financial Statements Announcement For financial quarter ended 30 September 2009
7.
Net asset value (“NAV”) per unit at the end of current period
GROUP 31/12/08 30/9/09 (a)
NAV per unit (S$)
1.974
TRUST 30/9/09
2.013
1.921
(a)
31/12/08 1.959
Footnotes: (a) The number of units used for computation of actual NAV per unit is 1,737,800,826. This comprised: (i)
The number of units in issue as at 30 September 2009 of 1,628,774,865;
(ii) The units to be issued to the Manager on 2 October 2009 as satisfaction of acquisition fees incurred of 431,074; (iii) The units issuable to the Manager by 30 October 2009 as partial satisfaction of management fee incurred for the period from 1 July 2009 to 30 September 2009 of 5,093,803; and (iv) The Deferred Units comprising 103,501,084 units, being the remaining balance of three equal instalments will be issued semi-annually to Suntec City Development Pte Ltd as satisfaction of the deferred payment consideration for the purchase of the properties in December 2004.
8.
Review of the performance for the quarter ended September 2009 Gross revenue achieved for the quarter ended 30 September 2009 was S$61.9 million, an increase of S$0.5 million or 0.8% over the quarter ended 30 September 2008 (3Q FY08). Net property income for the quarter was S$47.0 million, an increase of S$1.4 million or 3.1% over the corresponding period in 2008, and the income available for distribution of S$47.7 million was S$3.9 million or 8.8% higher year-on-year. The increase in gross revenue was mainly due to higher office revenue achieved during the quarter. Gross office revenue achieved for the quarter was S$28.7 million, an increase of S$2.1 million or 7.9% over 3Q FY08, driven mainly by higher rents achieved for Suntec City and Park Mall, including additional revenue from the Suntec City office strata space acquired in 2008. Suntec City office contributed approximately S$26.4 million in revenue whilst Park Mall office contributed S$2.3 million in revenue for the period. The overall committed occupancy for the office portfolio stood at 96.4% as at 30 September 2009. Gross retail revenue achieved for the quarter was S$33.2 million, a dip of S$1.6 million or 4.6% over 3Q FY08, mainly due to lower revenue achieved for Suntec City Mall, partially offset by higher revenue achieved for Park Mall and Chijmes. Suntec City Mall contributed approximately S$27.0 million in revenue, whilst Park Mall and Chijmes contributed S$6.2 million in revenue for the period. The overall committed occupancy for the retail portfolio stood at 99.1% as at 30 September 2009. Property operating expenses incurred for the quarter was S$14.9 million, a decrease of S$0.9 million or 5.9% over 3Q FY08. This was mainly due to lower property tax expense as there was a higher provision made in 3Q FY08, as well as lower other property expenses. The cost-to-revenue ratio for the quarter was 24.1%, compared to 25.8% in 3Q FY08. Net financing costs incurred for the quarter was S$9.0 million, a decrease of S$7.9 million or 46.7% over 3Q FY08, mainly due to a net gain of S$1.3 million arising mainly from the remeasurement of interest rate swap transactions and convertible bonds, as compared to a net loss of S$5.5 million in the corresponding period in 2008. This net gain/loss has no impact on the income available for distribution.
16
Financial Statements Announcement For financial quarter ended 30 September 2009 Excluding the remeasurement, the net financing cost for the quarter was approximately S$10.3 million, a decrease of S$1.2 million over 3Q FY08. This was mainly due to higher interest income achieved during the quarter. For the quarter, the overall all-in financing cost averaged 2.88%, and the gearing ratio stood at 34.3% as at 30 September 2009.
Review of the performance YTD FY09 vs YTD FY08 Gross revenue achieved for YTD FY09 was S$191.4 million, an increase of S$14.7 million or 8.3% over YTD FY08. Net property income for the period was S$145.0 million, an increase of S$10.8 million or 8.1% over YTD FY08, and the income available for distribution of S$141.8 million was S$18.3 million or 14.8% higher than in YTD FY08. The increase in gross revenue was due to higher office and retail revenues achieved during the period. Gross office revenue achieved for YTD FY09 was S$89.2 million, an increase of S$14.3 million or 19.0% over YTD FY08, driven by higher rents achieved for Suntec City and Park Mall, including additional revenue from the Suntec City office strata space acquired in 2008. Gross retail revenue achieved for YTD FY09 was S$102.2 million, an increase of S$0.5 million or 0.5% over YTD FY08, driven mainly by higher retail revenue achieved at Park Mall and Chijmes. Property operating expenses incurred for YTD FY09 was S$46.4 million, an increase of S$3.9 million or 9.2% over YTD FY08, mainly due to higher property tax expense resulting from higher revenue in YTD FY09 and the write-back of property tax provision in YTD FY08. This was partially offset by lower other property expenses. The cost-to-revenue ratio for the period was 24.2%. Net financing costs incurred for YTD FY09 was S$37.1 million, an increase of S$7.7 million over YTD FY08. This was attributed mainly to a net loss of S$6.2 million arising from the remeasurement of interest rate swap transactions and convertible bonds, as compared to a net gain of S$7.0 million in the corresponding period in 2008. This net gain/loss has no impact on the income available for distribution. Excluding the remeasurement, the net financing cost for YTD FY09 was S$30.8 million, a decrease of S$5.5 million over YTD FY08, mainly due to higher interest income and lower interest expense achieved during the period.
9.
Variance between the forecast and actual results Not applicable.
10.
Commentary on the competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months According to advance estimates from the Ministry of Trade and Industry (MTI), Singapore’s GDP registered a 0.8% growth year-on-year in the third quarter of 2009, compared to a contraction of 3.5% in the previous quarter. MTI also noted improvements in the trade-related and tourism sectors of the economy, led by increasing signs of stability in global economic conditions. It is of the view that although a moderate economic recovery is expected in the next few quarters, global demand remains weak and external macroeconomic conditions will have a significant impact on Singapore’s economic growth in 2010. With a reduced likelihood of a recession barring any further financial shocks, the official GDP growth forecast for 2009 was upgraded to between minus 2% to minus 2.5%, up from minus 4% to minus 6% previously.
17
Financial Statements Announcement For financial quarter ended 30 September 2009 According to property consultant CB Richard Ellis (CBRE)1, Singapore prime office rents declined to an average of S$7.50 per sq ft per month whilst Grade A office rents declined to an average of S$8.80 per sq ft per month in the quarter ended September 2009. CBRE also reported more active leasing activity during the quarter following the improved economic outlook, and although net demand for office space likely to remain negative for the rest of 2009, CBRE is of the view that the office market will start to recover in 2010. The Singapore retail sector continued to face pressures from weak consumer spending. According to CBRE, prime Orchard Road rents declined to an average of S$32.90 per sq ft per month during the quarter. Despite the uncertain economic conditions, the Singapore retail landscape continues to be vibrant as it develops into one of the major shopping hubs in Asia.
Outlook for the Financial Year 2009 Barring any unforeseen circumstances, the Manager expects Suntec REIT’s financial performance for the year ending 31 December 2009 to remain stable.
11.
Distributions
(a)
Current financial period Any distribution declared for the current period?
Yes
Name of distribution
Distribution for the period from 1 July 2009 to 30 September 2009
Distribution Rate
i) ii)
Taxable income distribution – 2.543 cents per unit Tax-exempt income distribution – 0.378 cents per unit
Distribution Type
i) ii)
Taxable income Tax-exempt income
Par value of units
Not meaningful
Tax Rate
Taxable income These distributions are made out of Suntec REIT’s taxable income. Unitholders receiving distributions will be assessable to Singapore income tax on the distributions received except for individuals where these distributions are exempt from tax (unless they hold their units through partnership or as trading assets). Tax-exempt income Tax-exempt income distribution is exempt from tax in the hands of all Unitholders.
Remark
1
Nil
CB Richard Ellis Market View Singapore 3Q 2009
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Financial Statements Announcement For financial quarter ended 30 September 2009 (b)
Corresponding period of the immediately preceding financial period Any distribution declared for the corresponding period of the immediately preceding financial year?
Yes
Name of distribution
Distribution for the period from 1 July 2008 to 30 September 2008
Distribution Rate
i) ii)
Taxable income distribution – 2.434 cents per unit Tax-exempt income distribution – 0.42 cents per unit
Distribution Type
i) ii)
Taxable income Tax-exempt income
Par value of units
Not meaningful
Tax Rate
Taxable income These distributions are made out of Suntec REIT’s taxable income. Unitholders receiving distributions will be assessable to Singapore income tax on the distributions received except for individuals where these distributions are exempt from tax (unless they hold their units through partnership or as trading assets). Tax-exempt income Tax-exempt income distribution is exempt from tax in the hands of all Unitholders.
Remark
Nil
(c)
Date payable:
26 November 2009
(d)
Books Closure Date:
4 November 2009
12.
If no distribution has been declared/(recommended), a statement to that effect Not applicable.
19
Financial Statements Announcement For financial quarter ended 30 September 2009 13.
Confirmation pursuant to Rule 705(4) of the Listing Manual To the best of our knowledge, nothing has come to the attention of the Board of Directors of the Manager of Suntec REIT (the “Manager”) which may render the unaudited interim financial statements of the Group and Trust (comprising the balance sheet as at 30 September 2009, statement of total return & distribution statement, cash flow statement and statement of changes in unitholders’ funds for the quarter ended on that date), together with their accompanying notes, to be false or misleading, in any material aspect.
On behalf of the Board of the Manager ARA TRUST MANAGEMENT (SUNTEC) LIMITED
Lim Hwee Chiang, John Director
Yeo See Kiat Director and Chief Executive Officer
20
Financial Statements Announcement For financial quarter ended 30 September 2009
This release may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of property rental income, changes in operating expenses (including employee wages, benefits and training costs), property expenses and governmental and public policy changes and the continued availability of financing in the amounts and the terms necessary to support future business. Investors are cautioned not to place undue reliance on these forward-looking statements, which are based on the current views of management on future events. The value of units in Suntec REIT (“Units”) and the income derived from them, if any, may fall or rise. Units are not obligations of, deposits in, or guaranteed by, ARA Trust Management (Suntec) Limited (as the manager of Suntec REIT) (the “Manager”) or any of its affiliates. An investment in Units is subject to investment risks, including the possible loss of the principal amount invested. Investors should note that they will have no right to request the Manager to redeem or purchase their Units for so long as the Units are listed on Singapore Exchange Securities Trading Limited (the “SGX-ST”). It is intended that holders of Units may only deal in their Units through trading on the SGX-ST. The listing of the Units on the SGX-ST does not guarantee a liquid market for the Units. The past performance of Suntec REIT is not necessarily indicative of the future performance of Suntec REIT. Pro Forma Impact of Deferred Units Issuance
Suntec City Development Pte Ltd, the vendor of Suntec City Mall and Suntec City Office Towers (both as defined in the prospectus dated 29 November 2004 (the “Prospectus”) issued in connection with the initial public offering of Units in November/December 2004 and together, the “Properties”), will be issued with 207,002,170 additional Units (the “Deferred Units”) in satisfaction of the deferred payment consideration for the purchase of the Properties. The Deferred Units will be issued in six equal instalments. The first, second and third instalments were issued on 9 June 2008 (being the date falling 42 months after 9 December 2004 which is the date of completion of the sale and purchase of the Properties), 9 December 2008 and 9 June 2009 respectively, and the rest of the instalments will be issued semi-annually thereafter. Any change in rental rates, occupancy rates and distributable income of Suntec REIT can affect the impact of any dilution in the yields of Suntec REIT arising from the issuance of the Deferred Units in the future. The table below illustrates the pro forma impact under the scenario where the Deferred Units were entirely issued on 9 December 2004, the date of admission of Suntec REIT to the Official List of the SGX-ST (the “Listing Date”):
Distribution per unit (“DPU”) under the scenario that all Deferred Units are issued on the Listing Date Actual (1 July 2009 – 30 September 2009)
DPU based on total number of Units entitled to the distribution (cents)
2.921
DPU assuming Deferred Units were issued on the Listing Date (cents)
2.747
BY ORDER OF THE BOARD ARA TRUST MANAGEMENT (SUNTEC) LIMITED AS MANAGER OF SUNTEC REAL ESTATE INVESTMENT TRUST (Company registration no. 200410976R)
Yeo See Kiat Director 27 October 2009
21