Opus Magnum Fund ARSN: Annual Financial Report

Transcription

1 ARSN: Annual Financial Report Year ended 30 June 2015

2 DIRECTOR S REPORT The directors of GARDA Capital Limited (GCL), formerly Opus Capital Limited, the responsible entity (RE) of Opus Magnum Fund (Fund), present their report together with the financial report of the Fund, for the year ended 30 June 2015 and the auditor s report thereon. INFORMATION ON DIRECTORS OF THE RESPONSIBLE ENTITY The directors of GARDA Capital Limited at any time during or since the end of the financial year are: Mr David Usasz, Independent Chairman Appointed 21 May 2015 Mr Matthew Madsen, Chairman Appointed 22 September 2011 Mr Mark Hallett, Non-Executive Director Appointed 31 January 2011 Mr Philip Lee, Non-Executive Director Appointed 21 May 2015 Mr Leylan Neep, Executive Director Appointed 31 July 2014 Mr Rowan Ward, Non-Executive Director Appointed 25 January 2011, Resigned 21 October 2014 PRINCIPAL ACTIVITY The Fund invests in commercial properties and other associated assets in accordance with the provisions of the Fund s constitution. The Fund has one remaining commercial property, a two thirds interest in 444 Queen Street, Brisbane. During the 30 June 2015 financial year, the directors of the responsible entity resolved to prepare the remaining property asset in the Fund for sale and to proceed to wind up the Fund. REVIEW AND RESULTS OF OPERATIONS Total unitholders equity at 30 June 2015 was $(2.433) million (2014: $4.451 million), a decrease of the prior year of $6.884 million. Net tangible liabilities for the year ended are $(0.0564) per unit (2014: $0.1033). A net loss of $6.884 million was incurred this year, an increase of $5.420 million from the prior year (2014: $1.464 million). The majority of the Fund s loss for the year arose as a result of further reductions in the fair value of the property. The property was valued at year end at $27.2 million, a decrease of $6.5 million from 30 June A sale contract entered into in February 2015 did not proceed, however a contract on similar terms was entered into in September 2015 which the directors have based the valuation on. The decrease in valuation has also caused a deterioration in the Fund s loan to value ratio. In accordance with Australian Accounting Standards, net profit includes a number of non-cash adjustments including fair value movements in asset and liability values. Funds from Operations 1 (FFO) is a global financial measure of real estate operating performance after finance costs and taxes, and is adjusted for certain non-cash items. The RE considers FFO to be a measure that reflects the underlying performance of the Fund. The following table reconciles between profit attributable to unitholders and FFO. Net profit/(loss) for the year attributable to unitholders (6,884) (1,464) Fair value movement in investment properties 5, Impairment of receivables - (5) Incentives amortisation and rent straight-line Funds From Operations (FFO) (534) (707) Distribution paid and payable - - An FFO loss of $0.534 million was incurred during the period representing a decrease in loss of $0.173 million from the prior year (2014: $0.707 million loss). The improvement in FFO was due to the expiry of tenant incentives in the prior year. The Fund generated positive operational cash flows of $0.807 million for the year (2014: $0.668 million negative). 1 FFO comprises net profit/loss after tax attributable to unitholders calculated in accordance with Australian Accounting Standards and adjusted for: property revaluations, impairments, amortisation of certain tenant incentives, gain/loss on sale of certain assets, and straight-line rent adjustments. The comparative figures have been adjusted to exclude rent abatement consistent with the current year. Page 2 of 27

3 SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS In June 2013, the responsible entity resolved to commence the wind up of the Fund and to prepare the last remaining asset for sale. Once the asset is sold, the responsible entity will proceed to complete the wind up of the Fund. The senior debt facility with Suncorp Bank expired on 31 July The Fund received a notice of assignment from Suncorp Bank to MTGRP, L.L.C. (Goldman Sachs) in August The Fund entered into a Deed of Forbearance with Goldman Sachs that was executed in December 2013 and expired on 30 April Extensions have since been provided on a rolling monthly basis from Goldman Sachs, the current Deed of Forbearance expires on 30 September The ability of the responsible entity to dispose of the remaining Fund property in an orderly manner is principally dependent upon the continuing support of the Fund s financier, Goldman Sachs. AFTER BALANCE DATE EVENTS A conditional contract of sale for the interest in 444 Queen Street, the last remaining asset of the Fund, was entered into in September There are no other significant matters or circumstances that have arisen since the end of the financial period that have significantly affected or may significantly affect the operations of the Fund, the results of those operations or the state of affairs of the Fund, in future financial years. FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES The responsible entity of the Fund is aiming to sell the remaining ownership share of the investment property at 444 Queen Street, Brisbane and to then wind up the Fund. Selling the asset may be a lengthy process given the current market conditions, the ownership structure (two-thirds share), and the general condition of the building. The property requires various capital expenditure works. GCL endeavoured but was unsuccessful in obtaining the new financiers support to conclude those works prior to marketing the property. ENVIRONMENTAL ISSUES The Fund s operations were not subject to any significant environmental regulations under either Commonwealth or State legislation. However, the directors believe that the Fund has adequate systems in place for the management of its environmental requirements and is not aware of any breach of those environmental requirements as they apply to the Fund. FEES PAID TO AND INTERESTS HELD IN THE FUND BY THE RESPONSIBLE ENTITY OR ITS ASSOCIATES Fees paid to the responsible entity and its associates out of Fund property during the year are disclosed in note 14 of the financial statements. No fees were paid out of Fund property to the directors of the responsible entity during the year. The number of interests in the Fund held by the responsible entity or its associates as at the end of the financial year are disclosed in note 14 of the financial statements. INTERESTS IN THE FUND The movement in units on issue in the Fund during the year is disclosed in note 11 of the financial statements. The value of the Fund's assets and liabilities is disclosed on the Statement of financial position and derived using the basis set out in note 2 of the financial statements. OPTIONS No options over interests in the Fund were granted during or since the end of the financial year and there were no options outstanding at the date of this report. ROUNDING The Fund is of a kind referred to in Class order 98/100, issued by the Australian Securities and Investments Commission, relating to the rounding off of amounts in the financial report. Amounts in the financial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar. Page 3 of 27

4 INDEMNIFICATION AND INSURANCE OF DIRECTORS, OFFICERS AND AUDITOR Since commencement, the Fund has not indemnified or made a relevant agreement for indemnifying against a liability any person who is or has been an officer of the responsible entity or an auditor of the Fund. The responsible entity has paid insurance premiums in respect of their officers for liability and legal expenses for the year ended 30 June Such insurance contracts insure against certain liability (subject to specified exclusions) for persons who are or have been directors or executive officers of the responsible entity. Details of the nature of the liabilities covered or the amount of the premium paid has not been included as such disclosure is prohibited under the terms of the contract. The Fund has not indemnified its auditor. PROCEEDINGS ON BEHALF OF THE FUND No person has applied for leave of Court to bring proceedings on behalf of the Fund or intervene in any proceedings to which the Fund is a party for the purposes of taking responsibility on behalf of the Fund for all or any part of those proceedings. The Fund was not a party to any such proceedings during the year. AUDITOR S INDEPENDENCE DECLARATION The Auditor s Independence Declaration forms part of the Director s Report and can be found on page 5. This report is signed in accordance with a resolution of the board of directors of GARDA Capital Limited, the responsible entity of Opus Magnum Fund. Mr David Usasz Chairman 28 September 2015 Mr Matthew Madsen Managing Director 28 September 2015 Page 4 of 27

5 Tel: Fax: Level 10, 12 Creek St Brisbane QLD 4000 GPO Box 457 Brisbane QLD 4001 Australia DECLARATION OF INDEPENDENCE BY P A GALLAGHER TO THE DIRECTORS OF GARDA CAPITAL LIMITED AS RESPONSIBLE ENTITY OF OPUS MAGNUM FUND As lead auditor of Opus Magnum Fund for the year ended 30 June 2015, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. P A Gallagher Director BDO Audit Pty Ltd Brisbane, 28 September 2015 BDO Audit Pty Ltd ABN is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN , an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

6 Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2015 Note Revenue 4 5,405 5,207 Property expenses 5 (2,432) (2,220) Trust level expenses 5 (498) (427) Finance costs 5 (3,108) (2,856) Leasing fees and incentive amortisation 5 (438) (461) Fair value movement in investment property 8 (5,813) (712) Impairment of receivables - 5 Profit/(loss) for the year (6,884) (1,464) Other comprehensive income - - Other comprehensive income for the year - - Total comprehensive income attributable to: Owners of the Opus Magnum Fund (6,884) (1,464) The Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the Notes to the Financial Statements. Page 6 of 27

7 Statement of Financial Position As at 30 June 2015 Note CURRENT ASSETS Cash and cash equivalents 17 3, Trade and other receivables 6 1,119 3,735 Leasing fees and incentives Investment properties 8 25,249 31,022 TOTAL CURRENT ASSETS 30,540 36,611 TOTAL ASSETS 30,540 36,611 CURRENT LIABILITIES Trade and other payables Interest bearing loans and borrowings 10 32,270 31,669 TOTAL CURRENT LIABILITIES 32,973 32,160 TOTAL LIABILITIES 32,973 32,160 NET ASSETS (2,433) 4,451 EQUITY Contributed equity 11 18,245 18,245 Retained earnings (20,678) (13,794) TOTAL EQUITY (2,433) 4,451 The Statement of Financial Position should be read in conjunction with the Notes to the Financial Statements. Page 7 of 27

8 Statement of Changes in Equity For the year ended 30 June 2015 Contributed Equity Retained Earnings Total Balance at 1 July ,245 (12,330) 5,915 Comprehensive income Profit/(loss) for the year - (1,464) (1,464) Other comprehensive income Total comprehensive income for the year - (1,464) (1,464) Transactions with owners in their capacity as owners Distributions paid or provided for Balance at 30 June ,245 (13,794) 4,451 Balance at 1 July ,245 (13,794) 4,451 Comprehensive income Profit/(loss) for the year - (6,884) (6,884) Other comprehensive income Total comprehensive income for the year - (6,884) (6,884) Transactions with owners in their capacity as owners Distributions paid or provided for Balance at 30 June ,245 (20,678) (2,433) The Statement of Changes in Equity should be read in conjunction with the Notes to the Financial Statements. Page 8 of 27

9 Statement of Cash Flows For the year ended 30 June 2015 Note CASH FLOWS FROM OPERATING ACTIVITIES Rent and outgoings received 5,993 6,051 Cash payments in the course of operations (2,800) (4,454) Interest received Finance costs (2,405) (2,129) GST received/(paid) (263) (153) Net cash (used in)/provided by operating activities (668) CASH FLOWS FROM INVESTING ACTIVITIES Payments for investment property improvements (41) (294) Payments for other assets (5) (31) Proceeds from loan repayment 1,989 - Net cash provided by/(used in) investing activities 1,943 (325) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings Repayment of borrowings - (40) Payments for borrowing and establishment costs - (33) Net cash (used in)/provided by financing activities Net increase/(decrease) in cash held 2,750 (344) Cash at the beginning of the financial year 952 1,296 Cash at the end of the financial year 17 3, The Statement of Cash Flows should be read in conjunction with the Notes to the Financial Statements. Page 9 of 27

10 NOTE 1 GENERAL INFORMATION Introduction Opus Magnum Fund for the year ended 30 June 2015 is a property trust settled in Australia. The Fund is a for-profit entity for the purpose of preparation of these financial statements. Operations and principal activities The focus of the responsible entity has been to increase the occupancy of the last remaining asset of the Fund, 444 Queen Street, Brisbane in order to divest the asset and then proceed to wind up the Fund. Currency The financial report is presented in Australian dollars. The Fund is of a kind referred to in Class order 98/100, issued by the Australian Securities and Investments Commission, relating to the ''rounding off'' of amounts in the financial report. Amounts in the financial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar. Registered office The registered office of Opus Magnum Fund is situated at Level 21, 12 Creek Street, Brisbane Qld Authorisation of financial report The financial report was authorised for issue on 28 September 2015 by the directors. NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001 as they apply on a liquidation basis. Refer below for further details. Compliance with IFRS The financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board. Liquidation basis of preparation During the 30 June 2013 financial year, the directors of the responsible entity resolved to proceed to wind up the Fund. The Fund has therefore adopted the liquidation basis of preparation of its financial statements as at 30 June 2015 and comparatives. Financial statements are normally prepared on a going concern basis where there is neither the intention nor the need to materially curtail the scale of the Fund s operations. If such an intention or need exists, the financial statements cannot be prepared on a going concern basis. The directors of the responsible entity have applied the requirements of paragraph 25 of AASB 101 Presentation of Financial Statements which indicates that when the financial report is not prepared on a going concern basis, that fact shall be disclosed, together with the basis on which the financial report is prepared and the reason why the Fund is not regarded as a going concern. Accordingly the financial statements have not been prepared on a going concern basis, but on a liquidation basis that recognises the responsible entity s intention to wind up operations within the next 12 months. Under the liquidation basis of accounting, assets and liabilities are measured at liquidation value. The liquidation value of assets is their net realisable value. The liquidation value of liabilities is their estimated settlement amount. For assets, net realisable value approximates the carrying amount of assets under accounting standards, except for investment property, where the net realisable value is the carrying amount under accounting standards less estimated selling costs. The carrying value of all assets and liabilities as disclosed in this financial report approximate their liquidation values. Under the liquidation basis of accounting all assets and liabilities previously classified as non-current are classified as current. Comparative information has been measured and presented on a liquidation basis. In adopting the liquidation basis, the directors of the responsible entity have continued to apply the disclosure requirements of Australian Accounting Standards to the extent that they are relevant to the liquidation basis, and modified them where considered appropriate. In particular, the financial report does not include all of the disclosures required by the following standards on the basis that the disclosures are not considered relevant for decision making by users as described below: Page 10 of 27

11 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Basis of preparation (continued) Liquidation basis of preparation (continued) AASB 7 Financial Instruments: Disclosures The information on exposures to financial risks are not considered relevant to users given that the financial risk exposures are not representative of the risks that will exist going forward. AASB 5 Non-current Assets Held for Sale and Discontinued Operations Given that the entire Fund is considered discontinued, the disclosures under AASB 5 that separate between continuing and discontinuing operations in the statement of profit or loss and other comprehensive income and statement of cash flows are not considered relevant to users. The winding up process will ensure that assets are disposed of in an orderly manner and that all liabilities are met, prior to dissolving the Fund. The responsible entity is seeking to resolve this matter as quickly as possible and then proceed to wind up the Fund. The ability of the responsible entity to dispose of the remaining Fund property in an orderly manner is principally dependent upon the continuing support of the Fund s financier, Goldman Sachs. Accounting policies a. Revenue & Other Income Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue. Lease income from operating leases is recognised in income on a straight line basis over the lease term. Rental revenue not received at reporting date is reflected in the statement of financial position as a receivable or if paid in advance, as rent in advance (unearned income). Lease incentives granted are considered an integral part of the total revenue and are recognised as a reduction in rental income over the term of the lease, on a straight line basis. Contingent rents based on the future amount of a factor that changes other than with the passage of time, including turnover rents and CPI linked rental increases, are only recognised when contractually due. Outgoings recovered are recognised when invoiced and represent the portion of property expenses that are recoverable from the tenants. Interest revenue is recognised using the effective interest rate method which, for floating rate financial assets, is the rate inherent in the instrument. Dividend revenue is recognised when the right to receive a dividend has been established. b. Expenses Property expenses Property expenses consist of rates, taxes and other property outgoings in relation to the investment property. Responsible entity s remuneration Refer to note 14 for details of the responsible entity's remuneration. Custodian s remuneration The Custodian received remuneration of $12,792 (2014: $12,954 and the outgoing Custodian received remuneration of $5,093) for their services during the year. c. Income Tax Under current income tax legislation, the Fund is not liable to taxation as the taxable income is distributed in full to unitholders. d. Investment Property Investment properties held for rental are initially measured at cost including transaction costs. Subsequent to initial recognition, investment properties are carried at fair value, which is measured using an income approach based on the estimated rental value of the property. Gains and losses arising from changes in fair values of investment properties are included in profit or loss as part of other income in the year in which they arise. In the Statement of financial position the value of the investment property excludes the accrued operating lease income and instead recognises it as a separate receivable. Page 11 of 27

12 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) e. Financial Instruments Initial Recognition & Measurement Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the Fund commits itself to either the purchase or the sale of the asset (i.e. trade date accounting is adopted). Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified at fair value through profit or loss, in which case transaction costs are expensed to profit or loss immediately. Classification & Subsequent Measurement Finance instruments are subsequently measured at either fair value, amortised cost using the effective interest rate method, or cost. Amortised cost is the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense item in profit or loss. Loans & Receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Financial Liabilities Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost. f. Fair Values Fair values may be used for financial and non-financial asset and liability measurement as well as sundry disclosures. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is based on the presumption that the transaction takes place either in the principal market for the asset or liability or, in the absence of a principal market, in the most advantageous market. The principal or most advantageous market must be accessible to, or by, the Fund. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest. The fair value measurement of a non-financial asset takes into account the market participant's ability to generate economic benefits by using the asset at its highest and best use or by selling it to another market participant that would use the asset at its highest and best use. In measuring fair value, the Fund uses valuation techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed each reporting date and transfers between levels are determined based on a reassessment of the lowest level input that is significant to the fair value measurement. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. Page 12 of 27

13 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) g. Cash & Cash Equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within shortterm borrowings in current liabilities on the Statement of Financial Position. h. Finance costs Finance costs include interest, amortisation of discounts or premiums relating to borrowings and amortisation of ancillary costs incurred in connection with arrangements of borrowings. Interest payments in respect of financial instruments classified as liabilities are included in finance costs. Loan establishment costs are offset against financial liabilities under the effective interest rate method and amortised over the term of the facility to which they relate. i. Goods & Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the Statement of Financial Position are shown inclusive of GST. Cash flows are presented in the Statement of Cash Flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. j. Lease Incentives Lease incentives are capitalised and amortised over the life of the lease. Rent abatements are recognised over the life of the rent abatement period. Initial direct leasing costs incurred in negotiating and arranging operating leases are recognised as an asset in the statement of financial position and are amortised as an expense on a straight line basis over the lease term. The value of capitalised lease incentives is deducted from the fair value of investment property as described in the investment property accounting policy. k. Comparative Figures When required by accounting standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. l. Leases The fund leases its investment property under agreements where the fund retains substantially all the risks and benefits associated with the investment property. Accordingly such arrangements are classified as operating leases and amounts received under such agreements are accounted for in accordance with the fund s accounting policy for revenue. m. Distributions to Unitholders Provision is made for the amount of any distribution declared, being appropriately authorised and no longer at the discretion of the responsible entity, on or before the end of the financial year but not distributed as at balance date. n. Unitholders Funds Ordinary units are classified as unitholders funds. Incremental costs directly attributable to the issue of new units are shown in equity as a deduction from the proceeds received. o. Rounding of Amounts The Fund has applied the relief available to it under ASIC Class Order 98/100 and, accordingly, amounts in the financial statements have been rounded off to the nearest thousand dollars ($ 000) unless otherwise stated. Page 13 of 27

14 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) p. Significant Accounting Estimates, Judgements and Assumptions The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies. The directors of the responsible entity evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on historical experiences and the best available current information on current trends and economic data, obtained both externally and within the Fund. These estimates and judgements made assume a reasonable expectation of future events but actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision effects only that period or in the period and future periods if the revision affects both current and future periods. There were no key adjustments during the year which required estimates and/or judgements with the exception of the following. Key estimates wind up provision The fund is yet to sell the one remaining property and is in a net asset position. In addition to the two-thirds ownership of the property and the associated borrowings the only remaining assets and liabilities are cash, trade debtors, trade creditors and leasing fees and incentives. The cash is presently sufficient to settle these liabilities. In July 2013, the responsible entity exercised its right to set aside funds ($0.356 million excluding GST at balance date) for the future obligations and expenses of the Fund, in order to wind up the Fund. The provision allowed for a period of up to three years. Given the length of time it has taken to divest the asset, the responsible entity set aside further funds in August 2015 to ensure an orderly wind up of the Fund. Key assumptions investment property valuation The Fund makes key assumptions in determining the net realisable value of its investment property portfolio as at balance date. The assumptions thought to bear the most significant impact on the adopted fair value of each of the Fund s investment properties are disclosed in Note 8, together with the carrying amount of each investment property asset measured at net realisable value. q. Adoption of New and Revised Accounting Standards and Interpretations The Fund applied, for the first time, certain standards and amendments which are effective for annual periods beginning on or after 1 July The nature and the impact of each new standard and/or amendment are not expected to be significant. r. New and Amended Accounting Standards and Interpretations Not Yet Adopted Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2015 reporting periods and have not been early adopted by the Fund. The Fund s assessment of the impact of these new standards and interpretations is set out below. New/revised pronouncements AASB 9 Financial Instruments (December 2014) Nature of change The AASB has issued the complete AASB 9. The new standard includes revised guidance on the classification and measurement of financial assets, including a new expected credit loss model for calculating impairment, and supplements the new general hedge accounting requirements previously published. This supersedes AASB 9 (issued in December 2009-as amended) and AASB 9 (issued in December 2010). Application date to the Fund 30 June 2019 Impact to the Fund AASB 9 may have a potential increase in the Fund s loans and advances provisioning. However, the Fund has not yet fully assessed the impact of AASB 9 as this standard does not apply mandatorily before 1 January AASB 15 Revenue from Contracts with Customers The standard contains a single model that applies to contracts with customers and two approaches to recognising revenue: at a point in time or over time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognised. 30 June 2018 The Fund has not yet assessed the full impact of this Standard. Page 14 of 27

15 NOTE 3 DISTRIBUTIONS Income distributions paid or provided for by the Fund from unit capital Half year ended December Nil cents per unit (2014: nil cents) - - Final distribution Nil cents per unit (2014: nil cents) NOTE 4 REVENUE Rental income and outgoings recovered 5,123 4,948 Interest revenue ,405 5,207 NOTE 5 EXPENSES Property expenses Recoverable expenses 1,760 1,684 Direct expenses Non-recoverable expenses ,432 2,220 Trust level expenses Responsible entity management fee Trust administration expenses Finance costs Interest expense 2,405 2,331 Borrowing costs ,108 2,856 Leasing fees and incentive amortisation Leasing fees amortised Leasing incentives amortised Page 15 of 27

16 NOTE 6 TRADE AND OTHER RECEIVABLES Current Rent and outgoings receivable Prepayments Loan to GARDA Diversified Property Fund - 1,989 1,119 3,735 In June 2013 the Fund consented to the execution of a deed of variation between the Fund and GARDA Diversified Property Fund (GDF), previously the Opus Income & Capital Fund No.21, and entered new deeds of subordination to the lenders of GDF. The varied terms to the loan agreement represent an improvement in terms and conditions and include the maturity of loan to be a fixed term of four (4) years and six (6) months, a stepped up interest rate after two (2) years from 13% to 17.5%, interest to be accrued and capitalised, and no principal repayments during the term. This loan was repaid during the current year. Fair value The carrying amounts and fair values of trade and other receivables at the end of the reporting period are: Carrying Carrying Fair Value Fair Value Amount Amount Rent and outgoings receivable Prepayments Loan to GARDA Diversified Property Fund - - 1,989 2,676 1,119 1,119 3,735 4,422 The fair value of trade and other receivables is determined by reference to market prices where they exist or by discounting contractual cash flows by current market interest rates for liabilities with similar risk profiles. The current interest rate is 13.00% (2014: 13.00%), but a discount rate of 8% has been used as the cost of debt. NOTE 7 LEASING FEES AND INCENTIVES Leasing fees Leasing fees Accumulated amortisation (253) (175) Leasing incentives Leasing incentives 1,364 1,757 Accumulated amortisation (1,067) (1,139) Total Leasing fees and incentives Page 16 of 27

17 NOTE 8 INVESTMENT PROPERTIES Investment properties 25,249 31,022 Movements during the period Balance at beginning of year 31,022 31,440 Movements in fair value (5,813) (712) Capital additions Balance at end of year 25,249 31,022 Reconciliation to investment property valuations Valuations at end of year 27,200 33,700 Less rent receivable (666) (765) Less leasing fees and lease incentives (469) (902) Less estimated selling costs (816) (1,011) Balance at end of year 25,249 31,022 Estimated selling costs include sales commission payable at 2.5% of sale price, legal and other costs estimated at 0.5% of sale price, assuming the property is sold at its current fair value of $27.2 million. The basis of the valuation of investment properties is fair value being the amounts for which the properties could be exchanged between willing parties in an arm s length transaction, based on current prices in an active market. After balance date the Fund entered into a contract of sale and the contract price of $27.2 million has been deemed to be the fair value adopted by the directors as at 30 June The specific key assumptions and variables adopted in the valuations are set out below. Investment property valuations details Property Valuation Basis Capitalisation Rate Net Market Income Adjustments Valuation 30 June Queen Street, Brisbane Sale contract n/a n/a n/a 27, June Queen Street, Brisbane Independent 9.5% 4,163 10,080 33,700 NOTE 9 TRADE AND OTHER PAYABLES Trade and other payables Revenue in advance Security deposits and bonds Page 17 of 27

18 NOTE 10 INTEREST BEARING LOANS AND BORROWINGS Bank loans (secured) 32,270 31,669 Bank Loan 32,270 31,669 The bank loan is secured by: (a) a first registered mortgage from The Trust Company (Australia) Limited over the applicable property; and (b) a first registered fixed and floating charge from GARDA Capital Limited (limited to the assets of the Fund) in favour of the bank. The bank loan had a facility limit of $30,233,116. At balance date the amount outstanding was $32,270,163 (2014: $31,669,477), including a life-to-date capitalised risk fee of $1,025,000, which is excluded from the limit disclosed above. The facility has been operating by way of a deed of forbearance from the previous lender Suncorp Bank that expired on 31 July The Fund received a notice of assignment from Suncorp Bank to MTGRP, L.L.C. (Goldman Sachs) in August The Fund entered into a Deed of Forbearance with Goldman Sachs that was executed in December 2013 and expired on 30 April Further extensions were provided with the current deed due to expire on 30 September The debt facilities were subject to an interest rate of 8.00% as at 30 June 2015 (2014: 8%). The facility was assigned to Goldman Sachs from Suncorp Bank upon expiry. The Fund continues to operate under the terms of the facility until advised otherwise. No distributions can be made while the facility is in default or one of the above covenants is breached. Fair value The carrying amounts and fair values of borrowings at the end of the reporting period are: Carrying Carrying Fair Value Fair Value Amount Amount Bank loans 32,270 33,026 31,669 32,425 The fair value of financial liabilities is determined by reference to market prices where they exist or by discounting contractual cash flows by current market interest rates for liabilities with similar risk profiles. The current interest rate is 8.00% (2014: 8%). NOTE 11 CONTRIBUTED EQUITY 43,100,342 units (2014: 43,100,342) 18,245 18,245 Number Number Movements during the year Balance at beginning of year 43,100,342 43,100,342 18,245 18,245 Applications Redemptions Issue costs Balance at end of year 43,100,342 43,100,342 18,245 18,245 Page 18 of 27

19 NOTE 11 CONTRIBUTED EQUITY (Continued) Units Each unitholder has one vote for each unit that they have in the Fund. Unitholders have the right to receive distributions as declared and in the event of the Fund winding up to participate in the net proceeds from the sale of the assets in proportion to the number of units held. Unitholder split On 27 May 2008, as part of the unitholder vote, it was resolved that the Fund convert all of its 20,430,000 units on issue into 42,903,000 units. In addition, the unit register of the Fund was amended to record 2.1 units for each ordinary unit held by a holder of ordinary units recorded in the unit register at midnight on 31 May Capital Restrictions The Fund is prohibited from making distributions while the bank facility is in default. The Fund has not made any distributions at any time during the prohibition period. Capital Risk Management During the 2013 financial year, the directors of the responsible entity resolved to prepare the last remaining asset for sale and proceed to wind up the Fund. The RE has focused on increasing the tenancy levels and completing capital works before actively marketing the twothirds ownership share of the investment property at 444 Queen Street, Brisbane for sale in order to wind up the Fund. The Fund's objective when managing capital (taken to be unitholders funds and retained earnings) is to maximise the return to unitholders by achieving the highest sale price possible on the property whilst minimising associated selling costs and the costs associated with winding up the Fund. The gearing ratio at 30 June 2015 and 30 June 2014 was as follows: Borrowings 32,270 31,669 Less: Cash and cash equivalents (3,702) (952) Loans (non secured) - (1,989) Net debt 28,568 28,728 Gross value of investment property 27,200 33,700 Gearing Ratio* 105% 85% * Differs from bank LVR due to the inclusion of "total net debt" as opposed to bank debt. NOTE 12 FINANCIAL RISK MANAGEMENT The Fund's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Fund's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Fund. The Fund uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate risk and maturity analysis for liquidity risk. The directors of the responsible entity have overall responsibility for the determination of the Fund's risk management objectives and policies. The overall objective of the directors of the responsible entity is to set policies that seek to reduce risk as far as possible without unduly affecting the Fund s competitiveness and flexibility. Further details regarding these policies are set out below: Page 19 of 27

20 NOTE 12 FINANCIAL RISK MANAGEMENT (Continued) (a) Credit Risk Credit risk is the risk that the other party to a financial instrument will fail to discharge their obligation resulting in the Fund incurring a financial loss. This usually occurs when debtors fail to settle their obligations owing to the Fund. The objective of managing credit risk is to limit the exposure of the Fund to such risk. The maximum exposure to credit risk, as measured by a review of cash and debtor balances, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements. The Fund holds security deposits of $193,000 (2014: $175,000) recognised as a liability in the statement of financial position. Also the Fund has bank guarantees in the Fund's favour of $0.526 million (2014: $0.545 million) not recorded in the statement of financial position, which may be drawn upon in the event of default. Credit risk is reviewed regularly by the directors of the responsible entity. The Fund does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the Fund, except to the extent that the Fund has a loan to GARDA Diversified Property Fund (formerly Opus Income & Capital Fund No. 21) at 30 June 2014 of $1.989 million as disclosed in Note 6. This loan was repaid during the current financial year and therefore this exposure no longer exists. The credit quality of cash and cash equivalents is considered strong. The counterparty to these financial assets are large financial institutions with strong credit ratings. Maximum exposure to credit risk Cash and cash equivalents 3, Trade and other receivables 1,119 3,735 Ageing of receivables 4,821 4,687 Not past due 1,113 3,726 Past due 0-90 days - 3 Past due >90 days 6 6 Impaired - - (b) Liquidity risk 1,119 3,735 Liquidity risk is the risk that the Fund may encounter difficulties raising funds to meet financial obligations as they fall due. The objective of managing liquidity risk is to ensure the Fund will be able to meet its commitments as and when they fall due. Liquidity risk is reviewed regularly by the directors of the responsible entity. The Fund manages liquidity risk by monitoring forecast cash flows and ensuring that adequate cash resources are maintained. The Fund did not have any financing facilities available at balance date. Page 20 of 27

21 NOTE 12 FINANCIAL RISK MANAGEMENT (Continued) (b) Liquidity risk (continued) The table below reflects the contractual maturity of fixed and floating rate financial liabilities. Cash flows for financial liabilities without fixed amount or timing are based on the conditions existing at 30 June The amounts disclosed represent undiscounted cash flows, noting that as disclosed in Note 10 due to breaches of loan covenants, the bank loans outstanding as at 30 June 2015 may be called upon on demand. The remaining contractual maturities of the financial liabilities are: Less than one year Trade and other payables Bank loans 32,270 31,669 (c) Market Risk 32,973 32,160 Market risk arises from the use of interest bearing, tradable and foreign currency financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), foreign exchange rates (currency risk) or other market factors (other price risk). (d) Interest rate risk Interest rate risk is managed by constant monitoring of interest rates. The Fund's interest rate exposure under financial instruments is minimal. The Fund s objective in managing interest rate risk is to mitigate the impact of significant fluctuations in variable interest charges on the Fund s balance sheet and cash flows. Interest rates over the 12 month period were analysed and a sensitivity determined to show the effect on profit and equity if the interest rates at reporting date had been 100 basis points higher or lower, with all other variables held constant. This level of sensitivity was considered reasonable given the current level of both short-term and long-term Australian interest rates. The following sensitivity analysis is based on the interest rate risk exposures in existence at the balance date, namely variable rate cash holdings and borrowings. At 30 June 2015, if interest rates had moved, as illustrated in the table below, with all other variables held constant, profit and equity would have been affected as follows: Judgments of reasonably possible movements: Profit Higher/(Lower) Equity Higher/(Lower) % (100 basis points) % (100 basis points) (35) (10) (35) (10) Page 21 of 27

22 NOTE 13 FAIR VALUE MEASUREMENT The following assets and liabilities are recognised and measured at fair value on a recurring basis: Financial assets at fair value through profit or loss (FVTPL) Derivatives Available-for-sale financial assets Investment properties Assets classified as held for sale are measured at fair value on a non-recurring basis. There are various methods used in estimating the fair value of a financial instrument. The methods comprise: Level 1 the fair value is calculated using quoted prices in active markets. Level 2 the fair value is estimated using inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices). Level 3 the fair value is estimated using inputs for the asset or liability that are not based on observable market data. The following table sets out the Fund s assets and liabilities that are measured and recognised at fair value in the financial statements. 30 June 2015 Note Level 1 Level 2 Level 3 Total Non-recurring fair value measurement $ 000 s $ 000 s $ 000 s $ 000 s Investment properties held for sale ,249 25, June 2014 Non-recurring fair value measurement Investment properties held for sale ,022 31,022 There were no transfers during the year between Level 1 and Level 2 for recurring fair value measurements. The Fund s policy is to recognise transfers into and out of the different fair value hierarchy levels at the date the event or change in circumstances that caused the transfer occurred. Disclosed fair values The Fund also has assets and liabilities which are not measured at fair value, but for which fair values are disclosed in the notes to the financial statements. Due to their short-term nature, the carrying amount of trade receivables and payables are assumed to approximate their fair values. The carrying amount of current trade and other payables disclosed in note 9 are assumed to approximate their fair values because the impact of discounting is not significant. The fair value of non-current borrowings (excluding contingent consideration payable) disclosed in note 10 are measured by discounting contractual cash flows using current market interest rates of 8.00% (Level 2). Reconciliation of Level 3 fair value movements Refer to Note 8 for the reconciliation of movements in investment properties. There have been no transfers to or from Levels 1 or 2. There were no unrecognised gains/(losses) recognised in profit or loss for investment properties held at the end of the reporting period. Valuation process for Level 3 fair values Investment property The Fund engages external, independent and qualified valuers to determine the fair value of the group s investment property at the end of every annual reporting period. Page 22 of 27