Goodman : Appendix 4D - Half Year Accounts

APPENDIX 4D

GOODMAN GROUP

(comprising Goodman Limited, Goodman Industrial Trust and Goodman Logistics (HK) Limited)

RESULTS FOR ANNOUNCEMENT TO THE MARKET

For the half year ended 31 Dec 2021

The Appendix 4D should be read in conjunction with the annual report of Goodman Group for the year ended 30 June 2021. The information included in the Appendix 4D and the interim financial report for the half year ended 31 December 2021 comprises all the information required by ASX Listing Rule 4.2A.

Highlights of results

		31 Dec 2021	31 Dec 2020		Change
Operating profit (before specific non-cash and other significant items) attributable to
Securityholders ($M)	786.2	614.9	up	27.9%
Revenue and other income ($M)	3,007.9	1,885.7	up	59.5%
onlyPr fit (statutory) attributable to Securityholders ($M)	2,002.8	1,041.5	up	92.3%
Dilut	d operating profit per security (cents)	41.9	33.1	up	26.6%
Dilut	d statutory profit per security (cents)	105.2	55.1	up	90.9%
Dividends and distributions
Interim distribution proposed per GMG security (cents)	15.0	15.0	-	-
Interim distribution ($M)	280.0	277.1	up	1.0%
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Franked amount per security/share (cents)	-	-	-	-
Record date for determining entitlements to the distributions	31 Dec 2021	31 Dec 2020
D te interim distribution is payable	24 Feb 2022	25 Feb 2021
Distribution reinvestment plan
Goodman Group's Distribution Reinvestment Plan (DRP) remains suspended.
T tal assets under management ($B)	68.2	51.8	up	31.7%
External assets under management ($B)	64.1	48.5	up	32.2%
Net tangible assets per security/share (cents)	769.3	603.4	up	27.5%
Gea ing (%)	7.2	4.8	up	240 basis points
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Controlled entities acquired or disposed

There were no material acquisitions or disposals of controlled entities during the half year.

Associates and joint venture entities

Goodman Group's associates are set out in note 6 to the interim financial statements.

onlyGoodman Group's joint ventures and its percentage holding in these joint ventures are set out below: BGMG1 Oakdale West Trust (50%)

BL Goodman Limited Partnership (50%)

GEP Kiona Logistics (France) SCI (50%) GEP Ilias Logistics (Spain) (50%)

Goodman Australia Development Partnership (20%) Goodman Bondi Logistics Netherlands (50%) Goodman Blue Logistics (Hungary) Kft. (50%) Goodman Brazil Logistics Partnership (15%) Goodman China Logistics Partnership (20%) Goodman Helena Logistics (Spain) (50%) Goodman Japan Development Partnership (50%) Goodman Lazulite Logistics (Lux) Sàrl (50%)

useGoodman Mona Logistics (Netherlands) B.V (50%) Goodman North America Partnership (55%) Goodman Odysse Logistics (Lux) Sàrl (50%) Goodman Princeton Partnership (Jersey) Ltd (20%) Goodman Tangerine Logistics (Lux) Sàrl (50%) Goodman UK Partnership L.P (33.3%)

Goodman UK Partnership II L.P (33.3%)

Goodman UK Partnership III L.P (50.0%) Loreto Investments, S.L. (50%)

KWASA Goodman Germany (18.8%)

personalKWASA Goodman Industrial Partnership (40%) Pochin Goodman (Northern Gateway) Ltd (50%)

For

Goodman Group

For personal use only

Goodman Limited and its controlled entities

Consolidated interim financial report for the half year ended 31 December 2021 Contents

Directors' report	2
Lead auditor's independence declaration	11
Consolidated interim statements of financial position	12
Consolidated interim income statements	13
Consolidated interim statements of comprehensive income	14
Consolidated interim statements of changes in equity	15
Consolidated interim cash flow statements	17
Notes to the consolidated interim financial statements
Basis of preparation
1	Basis of preparation	18
Results for the half year
2	Profit before income tax	20
3	Profit per security/Company share	21
4	Segment reporting	21
Operating assets
5	Receivables	25
6	Property assets	25
7	Intangible assets	32
Capital management
8	Net finance income/(expense)	33
9	Interest bearing liabilities	33
10	Financial instruments	36
11	Dividends and distributions	38
12	Issued capital	39
Other items
13	Equity attributable to Goodman Limited and non-controlling interests	40
14	Commitments	42
15	Related parties	43
16	Events subsequent to balance date	43
Directors' declaration	44
Independent auditor's review report	45
Appendix A - Goodman Logistics (HK) Limited interim financial report for the half year ended 31 December 2021	A1

Goodman Group

Directors' report

For personal use only

The directors (Directors) of Goodman Limited (ABN 69 000 123 071) (Company or GL) and Goodman Funds Management Limited (GFML), the responsible entity for Goodman Industrial Trust (ARSN 091 213 839) (Trust), present their Directors' report together with the consolidated interim financial statements of Goodman Limited and the entities it controlled (Goodman or Group) and the consolidated financial statements of Goodman Industrial Trust and the entities it controlled (GIT) at the end of, or during, the half year ended 31 December 2021 (half year) and the review report thereon.

Shares in the Company, units in the Trust and CHESS Depositary Interests (CDIs) over shares in Goodman Logistics (HK) Limited (GLHK) are stapled to one another and are quoted as a single security on the Australian Securities Exchange.

As permitted by the relief provided in Australian Securities & Investments Commission (ASIC) Instrument 20-0568, the accompanying consolidated interim financial statements present both the interim financial statements and accompanying notes of Goodman and GIT. GLHK, which was incorporated and is domiciled in Hong Kong, prepares its financial statements under Hong Kong Financial Reporting Standards and the applicable requirements of the Hong Kong Companies Ordinance and accordingly the financial statements of GLHK have not been included as adjacent columns in the consolidated interim financial statements. The consolidated interim financial statements of GLHK have been included as an appendix to this interim financial report.

Preparation of the consolidated interim financial report of Goodman Industrial Trust

GFML, a controlled entity of Goodman Limited, as responsible entity for the Trust, is solely responsible for the preparation of the accompanying consolidated interim financial report of GIT, in accordance with the Trust's Constitution and the Corporations Act 2001.

Rounding

Goodman and GIT are entities of a kind referred to in ASIC Corporations (Rounding in Financial/ Directors' Reports) Instrument 2016/191. In accordance with that Instrument, amounts in this Directors' report have been rounded to the nearest hundred thousand dollars, unless otherwise stated.

Directors

The Directors of the Company and GFML at any time during, or since the end of, the half year were:

Directors

Mr Stephen Johns (Independent Chairman)

Mr Gregory Goodman (Group Chief Executive Officer) Mr Christopher Green (Independent Director)

Mr Mark Johnson (Independent Director)

Ms Rebecca McGrath (Independent Director)

Mr Danny Peeters (Executive Director, Corporate) Mr Phillip Pryke (Independent Director)

Mr Anthony Rozic (Deputy Group Chief Executive Officer and Chief Executive Officer, North America) Ms Penny Winn (Independent Director) retired on 18 November 2021

Company Secretary

The Company Secretary at any time during the half year and up to 17 February 2022 was Mr Carl Bicego.

Dividends and distributions

No dividends were declared by the Company during the half year (half year ended 31 December 2020: $nil).

An interim distribution in respect of the half year of 15.0 cents per security, amounting to $280.0 million (half year ended 31 December 2020: $277.1 million) was determined by GIT during the half year. This interim distribution will be paid on 24 February 2022.

No dividends were declared by GLHK during the half year (half year ended 31 December 2020: $nil).

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Goodman Group

For personal use only

OPERATING AND FINANCIAL REVIEW

Goodman is a global integrated property group and one of the world's leading listed industrial property groups. Goodman is focused on its proven business model of owning, developing and managing industrial property and business space in key markets around the world.

The principal activities of Goodman continue to be investment in directly and indirectly held industrial property, investment management, property services and property development. The Group's indirect investment in property is via cornerstone holdings in Partnerships (associates and joint ventures (JVs)). Goodman's key operating regions during the half year were Australia and New Zealand, Asia, Continental Europe, the United Kingdom and the Americas.

In the Operating and Financial Review, HY22 has been used to refer to the half year ended 31 December 2021 and HY21 has been used to refer to the half year ended 31 December 2020.

Financial highlights

	HY22	HY21	Change %
Revenue and other income before fair value adjustments on investment
properties ($M)	1,355.9	1,515.7	(10.5%)
Fair value adjustments on investment properties including share of adjustments
for Partnerships ($M)	1,652.0	370.0	346.5%
Revenue and other income ($M)	3,007.9	1,885.7	59.5%
Profit attributable to Securityholders ($M)	2,002.8	1,041.5	92.3%
Statutory profit per security - basic (¢)	107.7	56.6	90.3%
Operating profit ($M)	786.2	614.9	27.9%
Operating profit per security (operating EPS) (¢)1	41.9	33.1	26.6%
Dividends/distributions in relation to the half year ($M)	280.0	277.1	1.0%
Dividends/distributions per security in relation to the half year (¢)	15.0	15.0	-
Weighted average number of securities on issue (M)	1,860.5	1,841.1	1.1%
	31 Dec	30 Jun
	2021	2021	Change %
Total equity attributable to Securityholders ($M)	15,192.2	13,161.5	15.4%
Number of securities on issue (M)	1,868.2	1,847.4	1.1%
Net tangible assets per security ($)	7.69	6.68	15.1%
Net assets per security ($)	8.13	7.12	14.2%
External assets under management ($B)	64.1	54.0	18.7%
Total assets under management ($B)	68.2	57.9	17.8%
Development work in progress ($B)2	12.7	10.6	19.8%
Gearing (%)3	7.2	6.8
Interest cover4 (times)	147.8	63.7
Liquidity ($B)	2.1	1.9
Weighted average debt maturity (years)	6.0	6.3

1. Operating profit per security (operating EPS) is the operating profit divided by the weighted average number of securities on issue during HY22, including securities relating to performance rights that have not yet vested but where the performance hurdles have been achieved. Operating profit comprises profit attributable to Securityholders adjusted for net property valuations, non-property impairment losses, net gains/losses from the fair value movements on derivative financial instruments and unrealised fair value and foreign exchange movements on interest bearing liabilities and other non-cash adjustments or non-recurring items e.g. the share based payments expense associated with Goodman's Long Term Incentive Plan (LTIP).
   As it is closely aligned with operating cash generation, the Directors consider that Goodman's operating profit is a key measure by which to examine the underlying performance of the business, notwithstanding that operating profit is not an income measure under International Financial Reporting Standards.
2. Development work in progress (WIP) is the end value of active developments across Goodman and its investments in associates and JVs (referred to as Partnerships).
3. Gearing is calculated as total interest bearing liabilities over total assets, both net of cash and the fair values of certain derivative financial instruments included in other financial assets of $125.6 million (30 June 2021: $134.1 million). Total interest bearing liabilities are grossed up for the fair values of certain derivative financial instruments included in other financial liabilities of $70.9 million (30 June 2021: $62.3 million).
4. Interest cover is operating profit before net finance expense (operating) and income tax (operating) divided by net finance expense (operating). The calculation is in accordance with the financial covenants associated with the Group's unsecured bank loans and includes certain adjustments to the numerator and denominator.

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