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GDI PROPERTY GROUP — Interim / Quarterly Report 2021
Feb 21, 2021
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Interim / Quarterly Report
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GDI Property Group (ASX: GDI) GDI Property Group Limited ACN 166 479 189 GDI Property Trust ARSN 166 598 161
Appendix 4D Results for announcement to the market Period ended 31 December 2020
Appendix 4D Results for announcement to the market GDI PROPERTY GROUP
This Appendix 4D should be read in conjunction with the half yearly financial report of GDI Property Group for the half year ended 31 December 2020.
1. GDI Property Group
This report is for GDI Property Group (“GDI”), comprising the stapled entities GDI Property Group Limited (ACN 166 479 189) (“the Company”) and GDI Property Trust (ARSN 166 598 161) (“the Trust”).
GDI was formed on 16 December 2013 by the stapling of shares in the Company to units in the Trust. Each stapled security consists of one share in the Company and one unit in the Trust, which pursuant to a Co‐operation Deed dated 25 November 2013, cannot be dealt with or traded separately.
The responsible entity of the Trust is GDI Funds Management Limited (ACN 107 354 003, AFSL 253 142), a wholly owned subsidiary of the Company.
For the purposes of statutory reporting, the stapled entity, GDI, is accounted for as a consolidated group. Accordingly, one of the stapled entities must be the ‘deemed acquirer’ of the other, with the Company being chosen as the deemed acquirer of the Trust.
2. Reporting period
The financial information contained in this report is for the six‐month period from 1 July 2020 to 31 December 2020.
3. Highlights of the results
| 3. Highlights of the results | ||
|---|---|---|
| December 2020 | December 2019 | |
| $'000 | $'000 | |
| Revenue from ordinary activities | 26,037 | 36,212 |
| Comprehensive net profit attributable to securityholders after tax | 5,811 | 58,389 |
| Funds from operations (FFO1) | 14,252 | 23,811 |
| Distribution to security holders | 21,004 | 21,015 |
| Cents | cents | |
| Funds from operations per security | 2.632 | 4.397 |
| Distributions per security | 3.875 | 3.875 |
| Payout ratio | ||
| ‐ Distributions as a % of FFO | 147% | 88% |
| ‐ Distributions as a % of AFFO2 | 258% | 114% |
| Basic earnings per security3 | 1.07 | 10.78 |
| Diluted earnings per security3 | 1.07 | 10.71 |
1 FFO is a Property Council of Australia definition which adjusts AIFRS net profit for non‐cash changes in investment properties, non‐cash impairment of goodwill, non‐cash fair value adjustments to financial instruments, amortisation of incentives, straight‐line adjustments and other unrealised one‐off items. A reconciliation of total comprehensive income for the period to FFO is provided at section 2.1 of the Directors’ Report.
- 2 AFFO adjusts FFO for incentives paid during the period and maintenance capex.
3 This calculation is based on the comprehensive profit attributable to stapled security holders of GDI.
1
GDI Property Group (ASX: GDI) GDI Property Group Limited ACN 166 479 189 GDI Property Trust ARSN 166 598 161
Appendix 4D Results for announcement to the market Period ended 31 December 2020
| December 2020 | June 2020 | |
|---|---|---|
| $'000 | $'000 | |
| Total assets | 992,021 | 968,525 |
| Total borrowings | 192,428 | 159,423 |
| Securityholders equity | 706,618 | 721,403 |
| Market capitalisation | 655,856 | 602,662 |
| December 2020 | June 2020 | |
| Net tangible assets per security ($) | 1.27 | 1.30 |
| Security price ($) | 1.210 | 1.115 |
| Securities on issue | 542,030,027 | 540,503,681 |
| Weighted average securities on issue | 541,505,630 | 541,764,558 |
4. Commentary on the results
Refer to the Directors’ Report of the 31 December 2020 half yearly financial report for a commentary on the results of GDI.
5. Dividends/distributions declared and paid and dividend/distribution reinvestment plan
Distributions/dividends declared or paid in respect of the reporting period were:
| Amount per | Total | Franked amount | ||
|---|---|---|---|---|
| security | distribution | per security | ||
| cents | $’000 | cents | ||
| 2020 | final – paid 31 August 2020 | 3.875 | 20,945 | ‐ |
| 2020 | interim – declared 14 December 2020 | 3.875 | 21,004 | ‐ |
No distribution reinvestment plan was operated by GDI.
6. Changes in control over group entities
There were no acquisitions or disposals of controlled entities during the period.
7. Compliance statement
This Appendix 4D has been prepared in accordance with AASB Standards (including Australian interpretations) and other standards acceptable to the ASX. This Appendix 4D and the half yearly financial reports upon which it is based use the same accounting policies.
The financial report for the six‐month period ended 31 December 2020 has been reviewed by the auditors for GDI.
A copy of the GDI half yearly financial report for the six months ended 31 December 2020, with the auditor’s review conclusion, has been lodged with the ASX.
2
GDI Property Group
GDI Property Group Limited ACN 166 479 189
Half Yearly Financial Report 31 December 2020
GDI Property Group comprises GDI Property Group Limited ACN 166 479 189 (the Company) and its subsidiaries and GDI Property Trust ARSN 166 598 161 (the Trust) and its subsidiaries. The responsible entity of the Trust is GDI Funds Management Limited ACN 107 354 003, AFSL 253 142, a wholly owned subsidiary of the Company.
GDI PROPERTY GROUP
CONTENTS
Directors’ Report ............................................................................................................................................................. 1 Auditor’s Independence Declaration ................................................................................................................................ 7 Financial Report .............................................................................................................................................................. 8 Consolidated Statement of Profit or Loss and Other Comprehensive Income ....................................................................... 8 Consolidated Statement of Financial Position ........................................................................................................................ 9 Consolidated Statement of Changes in Equity ...................................................................................................................... 10 Consolidated Statement of Cash Flows ................................................................................................................................. 12 Notes to the Financial Statements ........................................................................................................................................ 13 1. Summary of significant accounting policies .............................................................................................................. 13 2. Property revenue ....................................................................................................................................................... 14 3. Finance costs ............................................................................................................................................................. 14 4. Non‐current assets held for sale ............................................................................................................................... 14 5. Other assets ............................................................................................................................................................... 14 6. Investment properties ............................................................................................................................................... 15 7. Borrowings ................................................................................................................................................................ 17 8. Dividends/distributions paid/payable ....................................................................................................................... 17 9. Segment reporting ..................................................................................................................................................... 18 10. Fair value measurements .......................................................................................................................................... 20 11. Contingent liabilities .................................................................................................................................................. 22 12. Events after the reporting date ................................................................................................................................. 23 Directors’ Declaration ................................................................................................................................................... 24 Independent Auditor’s Review Report ........................................................................................................................... 25
GDI PROPERTY GROUP DIRECTORS’ REPORT
For the six‐month period ended 31 December 2020
The Directors of GDI Property Group Limited ACN 166 479 189 (“the Company”) and GDI Funds Management Limited ACN 107 354 003; AFSL 253 142 as Responsible Entity for GDI Property Trust ARSN 166 598 161 (“the Trust”) present their report together with the half yearly financial report of the Company and its controlled entities and the Trust and its controlled entities for the six‐month period ended 31 December 2020. Shares in the Company are stapled to units in the Trust to form GDI Property Group (“GDI”).
The half yearly financial reports of the Company and its subsidiaries and the Trust and its subsidiaries have been presented jointly in accordance with ASIC Class Oder 13/1050 relating to combining or consolidating accounts under stapling and for the purpose of fulfilling the requirements of the Australian Securities Exchange (“ASX”). The Responsible Entity of the Trust is GDI Funds Management Limited. GDI Funds Management Limited is a wholly owned subsidiary of the Company and shares a common board.
1. Directors
The following persons were Directors of the Company and GDI Funds Management Limited during the half year and to the date of this Directors’ Report:
| date of this Directors’ Report: | ||
|---|---|---|
| Director | Appointment date | |
| Gina Anderson | Independent Chairman | 5 November 2013 |
| John Tuxworth | Independent Non‐Executive | 20 February 2017 |
| Giles Woodgate | Independent Non‐Executive | 16 November 2017 |
| Stephen Burns | Independent Non‐Executive | 15 November 2018 |
| Steve Gillard | Managing Director | 5 November 2013 |
2. Review of results and operations
The Board monitors a range of financial information and operating performance indicators to measure performance over time. The Board uses several measures to monitor the success of GDI’s overall strategy, most importantly Funds From Operations (“FFO”) and GDI’s total return, calculated as the movement in net tangible assets (“NTA”) per security plus distributions per security. FFO is a Property Council of Australia definition which adjusts statutory AIFRS net profit for non‐ cash changes in investment properties, non‐cash impairment of goodwill, non‐cash fair value adjustments to financial instruments, amortisation of incentives, straight‐line adjustments and other unrealised one‐off items.
2.1 Financial performance
The reconciliation between GDI’s FFO and its statutory profit for the period ended 31 December 2020 is as follows:
| GDI | |
|---|---|
| 31 December 2020 31 December 2019 $'000 $'000 |
|
| Total comprehensive income for the year Portfolio acquisition and other transaction costs Contribution resulting from consolidated trusts Distributions/funds management fees received from consolidated trusts Straight lining adjustments Amortisation of incentives Amortisation of lease costs Amortisation of loan establishment costs and depreciation Net fair value (gain) / loss on investment property Net fair value(gain) /loss on interest rate swaps |
10,476 59,546 823 ‐ (4,295) (2,297) 2,190 943 497 457 5,954 2,599 456 427 348 85 (2,318) (37,949) 121 ‐ |
| Funds From Operation | 14,252 23,811 |
| Cents Cents |
|
| Funds From Operationper stapled security | 2.632 4.397 |
1
GDI PROPERTY GROUP DIRECTORS’ REPORT
For the six‐month period ended 31 December 2020
2.1 (a) Property business
Perth
GDI’s portfolio, both in its Property and Funds Management businesses, remains heavily weighted to Perth, with 84% of all assets under management located in Perth. We believe that Perth is the Australian city with the best short and medium term growth prospects given its export facing economy, the resultant economic growth prospects, and the lack of new CBD office supply. Although the CBD experienced 16,000sqm of negative absorption in 2020, the market achieved positive net absorption of 7,000sqm in Q4 2020. Furthermore, most commentators are still forecasting a number of years of positive absorption and rising effective rents, albeit at a lower rate in 2021 than was forecast this time a year ago.
COVID‐19
GDI’s portfolio is located in jurisdictions that have had the least exposure to COVID‐19 in terms of community transmissions and lockdowns. Although we provided some rent relief to a small number of tenants, during the six‐month period ended 31 December 2020 most tenants paid rent in accordance with pre COVID‐19 leases. During 2020, we waived and wrote off $733,354 of rent, $518,000 of which was reported at 30 June 2020.
Performance
GDI’s largest asset by capital value is Westralia Square, 141 St Georges Terrace, Perth. We purchased Westralia Square in October 2017 for $216.25 million, equating to a rate of approximately $6,700/sqm of NLA. In our opinion, we were able to purchase the property so well due to its very short lease expiry profile, with both the Minister for Works (25,664sqm) and UGL’s (3,374sqm) leases expiring in the first half of 2020. As previously disclosed, the Minister for Works agreed to two new leases commencing 1 February 2021, a five‐year lease[1] to the Western Australia Police Force (12,689sqm) and a six‐year lease to Births, Deaths and Marriages (1,833sqm). During the period we concluded the lease negotiations with Cash Converters Pty Limited for a new 10‐year lease (level 11, 1,807sqm) commencing 1 October 2021 and post balance date have executed a heads of agreement for all of level 12 (1,807sqm) for a new 6.5 year lease commencing early 2022. These successful leasing transactions, which together with the existing lease to Hartleys Limited, means Westralia Square is now 63% committed, and provided the current leasing momentum continues, we anticipate continued improvements in occupancy during 2021. However, due to the expiry of the Minister of Works and UGL’s leases during 2020, and the transition of the Western Australia Police Force from the upper floors to the lower floors in the second half of 2020, FFO from Westralia Square during the period was significantly lower at $4.0 million than the previous corresponding period (31 December 2019: $13.6 million).
Having the upper floors vacated during 2020 meant we were able to commence the refurbishment programme of those vacated floors. We are currently approximately 50% of the way through this refurbishment programme and anticipate completing it during 2021. During the period we also completed the upgrade of the end of trip facilities. No other major capital works are planned for the existing building.
During the period we made significant progress with the proposed development on the excess land at Westralia Square (WS2). Plans were submitted to the Approval Authority and post balance date we received development approval for the proposed new 9,300sqm tower. We intend to appoint a builder shortly, and anticipate the development will be completed towards the end of 2022. We believe the unique premium grade development will have high appeal for the occupier market.
GDI’s second largest asset by capital value is the three building Mill Green complex, comprising 197 St Georges Terrace, 5 Mill Street and 1 Mill Street Perth. During the period, at 197 St Georges Terrace, we leased level 13 (835sqm) for a period of five years commencing 1 February 2021 to Laing O’Rourke Australia Construction Pty Limited, and a 209sqm suite on level 10 to Aspect Studios Pty Limited commencing 1 June 2021, also for five years. These two leases take the committed space in 197 St Georges Terrace to 89% (30 June 2020: 85%) of NLA, with a further 5% of NLA being the former Chevron training facilities that are being shown as vacant notwithstanding it being offered to the market as conferencing facilities.
- Western Australia Police Force has certain 12‐month lease extension and termination rights on the giving of at least 18‐months’ notice, and in the case of termination, compensation to GDI.
2
GDI PROPERTY GROUP
DIRECTORS’ REPORT
For the six‐month period ended 31 December 2020
At 5 Mill Street, following the lease expiry and departures of ERM Australia Limited (737sqm) and 4 other smaller tenants (533.6sqm in total), occupancy fell to 65% from 83.1% as at 30 June 2020. Notwithstanding the competitiveness of the market for fitted out suites of less than 300sqm, we have successfully released or renewed 331sqm of NLA to three tenants, with the committed occupancy, including heads of agreement, now at 68%.
As previously disclosed, we are not looking at any immediate long‐term leasing of 1 Mill Street given both the time of the cycle and its redevelopment opportunities. To progress the redevelopment opportunities, in late 2020 we lodged a development application for a new approximately 45,000sqm office tower to be constructed at 1 Mill Street. We anticipate receiving development approval shortly and once received, we intend to demolish the existing building in readiness for a pre‐ commitment and commencing construction.
Mill Green delivered Property FFO of $8.9 million (31 December 2019: $10.0 million), with the reduction largely resulting from the decreased occupancy at 5 Mill Street.
During the period we also settled the acquisition of 180 Hay Street, Perth, for $12.595 million. 180 Hay Street was constructed in 1999 and comprises 4,925sqm of well‐presented office space over four floors of over 1,000sqm each and a mezzanine level. 180 Hay Street was purchased with vacant possession. GDI gained early access in June 2020 and immediately commenced a refurbishment programme including upgrading all the floors, a new end of trip facility and a chiller upgrade. The total cost of the refurbishment programme is expected to be approximately $3.5 million. At the date of acquisition 180 Hay Street was valued at $15.0 million.
Property FFO at GDI’s only other wholly owned property, 50 Cavill Avenue, Surfers Paradise, was $3.5 million for the period (31 December 2019: $3.5 million). However, occupancy has decreased slightly over the period to 91% of NLA (from 94.0% at 30 June 2020) following the net loss of three tenants. We are in negotiations with a number of existing tenants to expand in the property and new tenants to relocate into the building and are confident that occupancy will increase over 2021. We continue to hold 50 Cavill Avenue as a non‐current asset held for sale.
As GDI also owns 43.68% of the units on issue of GDI No. 42 Office Trust and 47.19% of the units on issue of GDI No. 46 Property Trust, for statutory accounting purposes we consolidate both trusts, but for FFO purposes we recognise in the Funds Business (see below) the funds management fees generated on the units we do not own and the quarterly distributions on the units we do.
GDI No. 42 Office Trust owns a 13,786sqm property at 235 Stanley Place, Townsville (Stanley Place). Stanley Place’s major tenant, the ATO (5,118sqm), lease expired in August 2020. Subsequently, the now largest tenant, Services Australia (Department of Human Services) leased a further 816sqm in addition to the 4,644sqm that it already leased. As a result of these movements in the tenancy profile, occupancy has fallen from 89% to 58% of NLA. We are having ongoing discussions with Services Australia about further office accommodation needs in Townsville and are hopeful of a successful leasing outcome in the near term.
GDI No. 46 Property Trust owns the IDOM Portfolio. The IDOM Portfolio comprises 17 well located car dealerships and service centres on major arterial roads in metropolitan Perth. The IDOM Portfolio is fully leased for a remaining term of approximately 10 years with the tenant[2] having 5 x 5‐year options. The leases have annual CPI[3 ] + 1% rental increases, with market reviews[3] in 2023 and 2028.
We obtained independent valuations for a number of our consolidated properties during the period. Westralia Square was revalued to $345.0 million (from $327.5 million) with the valuer now ascribing some value to the excess land. Mill Green was valued at $326.0 million (from $343.0 million), with a slight increase in the valuation of 1 Mill Street offset by decreases in the value of 5 Mill Street ($56.0 million vs $58.5 million at 31 December 2019) and 197 St Georges Terrace ($230.0 million vs $251.0 million at 31 December 2019). 5 Mill Street’s valuation was impacted by the increased vacancy, and 197 St Georges Terrace’s valuation by the impending lease expiries of Amec (FY23) and Jacobs (FY22). Stanley Place was revalued at $51.5, down from $53.5 million at 30 June 2019, with the decrease due to the increased vacancy following the ATO’s departure in August 2020. The IDOM portfolio was also revalued, with the portfolio’s value increasing to $105.9 million (from $98.0 million).
The tenant is either Buick Holdings Pty Limited (Buick), or wholly owned subsidiaries of Buick. Buick is owned 67% by IDOM Automotive Group Pty Limited, a wholly owned subsidiary of IDOM Inc, an entity listed on the Tokyo Stock Exchange and 33% by entities associated with the DiVirgilio family.
CPI is Perth Capital City CPI and the market reviews have a 10% cap and a 5% collar.
3
GDI PROPERTY GROUP DIRECTORS’ REPORT
For the six‐month period ended 31 December 2020
Following the revaluations, GDI’s portfolio metrics are provided below:
| GDI | |
|---|---|
| As at 31 December 2020 As at 30 June 2020 |
|
| Occupancy4,5 Weighted average lease expiry4,5 Weighted average capitalisation rate4 |
65.9% 81.1% 3.6 years 2.6 years 6.61% 6.92% |
2.1 (b) Funds Management
GDI’s Funds Management business has a 27‐year track record of successfully managing unlisted, unregistered managed investment schemes. Over that time GDI has established nearly 40 unlisted, unregistered managed investment schemes, with over 30 of those now having been terminated. To date, no unlisted, unregistered managed investment scheme has returned a negative Internal Rate of Return (‘IRR’). Our successful track record is partly a result of our disciplined approach to acquisition opportunities and we will continue to review opportunities cautiously. Although we reviewed numerous acquisition opportunities during the period, we did not secure any properties to establish any new unlisted, unregistered managed investment schemes.
The Funds Business delivered FFO before interest and income tax expense of $3.7 million for the six‐month period to 31 December 2020 (31 December 2019: $2.0 million). A large contributor to this is the distributions received from the consolidated funds, GDI No. 42 Office Trust ($0.4 million) and GDI No. 46 Property Trust ($1.4 million), with the balance of FFO largely being ongoing management fees.
2.1 (c) Operating costs
Operating costs predominately relate to remuneration, including an accrual of $500,000 for staff bonuses and the issue of performance rights in FY21.
2.1 (d) Net interest expense
As at 31 December 2020, GDI’s Principal Facility was drawn to $152.8 million (30 June 2020: $120.0 million), secured by a security pool independently valued at $787.0 million, a loan to value ratio (LVR) of 19.4%. The $32.8 million increase in drawn debt was used to fund the acquisition of 180 Hay Street, Perth ($12.8 million) and general working capital purposes ($20.0 million).
Including the interest expense of the consolidated trusts, the interest expense for the period totalled $2.7 million (31 December 2019: $1.2 million). Although the interest expense of the consolidated trusts is included in the statutory accounts, it is not included in GDI’s FFO.
2.2 Financial position
2.2 (a) Balance sheet
GDI’s balance sheet is in a very strong financial position. As at 31 December 2020:
-
Net tangible asset (NTA) per security is $1.27 (30 June 2020: $1.30);
-
Total Principal Facility debt outstanding is $152.8 million, with undrawn facilities of $52.2 million; and
-
GDI is well within its Principal Facility covenants, with a Covenant Loan to Value ratio of 19.5% (Covenant 50%) and a Covenant Interest Cover ratio of 7.9X (Covenant of 2X).
-
Excluding the IDOM Portfolio, GDI No. 46 Property Trust.
-
Based on NLA and including heads of agreement to the date of this report.
4
GDI PROPERTY GROUP DIRECTORS’ REPORT
For the six‐month period ended 31 December 2020
2.2 (b) Capital management
GDI’s balance sheet is in a strong position with an LVR on the Principal Facility of 19.4%, below the Board’s maximum LVR of 40% and the bank’s covenant of 50%
As GDI No. 42 Office Trust and GDI No. 46 Property Trust are both consolidated into the statutory accounts of GDI, their facilities are also shown in GDI’s accounts. GDI No. 42 Office Trust has drawn debt of $10.0 million, 19.4% of the independent value of the asset held by GDI No. 42 Office Trust, and undrawn debt of $1.5 million, with an expiry June 2022. GDI No. 46 Property Trust has drawn debt of $30.0 million, 28.3% of the independent value of the IDOM Portfolio, with an expiry of February 2023.
This strong financial position enabled us to announce an on‐market securities buyback to acquire up to 5% of the securities on issue and take advantage of the extreme volatility in GDI’s security price. During the period we bought back and cancelled 917,835 securities in addition to the 1,824,220 securities we had purchased in the period to 30 June 2020. In August 2020, we also issued 2,444,181 new securities to satisfy performance rights granted in FY17 that vested on the signing of the FY20 financial accounts. Securities on issue at 31 December 2020 totalled 542,030,027.
2.2 (c) Hedging
GDI’s hedging policy is to allow management more flexibility in determining the level of interest rate hedging, particularly when total drawn debt is below $100.0 million. This new policy may mean that at times we may have no interest rate hedges and be subject to upward movements in interest rates. However, we currently have two $25.0 million interest rates swaps, one for three years (0.38% expiry May 2023) and one for five years (0.60% expiry May 2025).
As at 31 December 2020, neither GDI No. 42 Office Trust nor GDI No. 46 Property Trust had any interest rate hedges or fixed rate borrowings.
3. Future prospects
GDI’s existing portfolio of assets in both the Property business and the Funds Management business provide significant scope for capital appreciation, and the primary focus for CY21 is to continue to implement the asset management initiatives for each of our assets to deliver on this capital appreciation. Specifically, we intend to:
-
continue the development of the excess land and ongoing capital expenditure program at Westralia Square;
-
secure a pre‐commitment for a new development at 1 Mill Street, Perth;
-
complete the capital expenditure programme at 180 Hay Street, Perth; and
-
make significant progress with leasing the vacancies at 1 Adelaide Terrace, Perth (GDI No. 36 Perth CBD Office Trust) and 235 Stanley Street, Townsville (GDI No. 42 Office Trust).
We will also continue to review acquisition opportunities for the Property business funded by an increase in the size of our Principal Facility, and also for the Funds Management business.
4. Distribution guidance
We confirm that it is our intent to pay a cash distribution of 7.75 cents per security for FY21, regardless of our level of FFO, subject to no material change in circumstances or unforeseen events, noting that the cash distribution for the six‐month period ended 31 December 2020 was 3.875 cents per security. As with the period ended 31 December 2020, we would expect that a proportion of any cash distribution for the second half of FY21 will be paid out of capital.
5. Rounding of Amounts
Amounts in the financial report and the directors’ report have been rounded to the nearest thousand in accordance with ASIC Corporations Instrument 2016/191, unless stated otherwise.
5
GDI PROPERTY GROUP DIRECTORS’ REPORT
For the six‐month period ended 31 December 2020
6. Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 7.
Signed in accordance with a resolution of the directors of GDI Property Group Limited and GDI Funds Management Limited.
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_______ Gina Anderson Chairman
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_______
Steve Gillard
Managing Director
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Sydney Dated this 22[nd] day of February 2021
6
GDI PROPERTY GROUP AUDITOR’S INDEPENDENCE DECLARATION
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7
GDI PROPERTY GROUP FINANCIAL REPORT
For the six‐month period ended 31 December 2020
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| Halfyear ended 31 December Note |
GDI 2020 2019 $'000 $'000 |
GDI 2020 2019 $'000 $'000 |
Trust |
|---|---|---|---|
| 2020 2019 $'000 $'000 |
|||
| Revenue from ordinary activities Property income 2 Funds management income Interest income Other income |
24,606 35,103 1,322 1,064 53 45 56 ‐ |
24,709 35,123 ‐ ‐ 49 40 18 ‐ |
|
| Total revenue from ordinary activities | 26,037 36,212 |
24,776 35,162 |
|
| Net fair value gain/(loss) on interest rate swaps Net fair valuegain/(loss)on investmentproperty |
(121) ‐ 2,318 37,949 |
(121) ‐ 2,318 37,949 |
|
| Total income | 28,234 74,161 |
26,973 73,112 |
|
| Expenses Property expenses Finance costs 3 Corporate and administration expenses Acquisition expenses |
10,356 9,095 2,689 1,232 4,047 4,286 823 ‐ |
10,356 9,095 2,698 1,373 2,221 3,208 797 ‐ |
|
| Total expenses | 17,915 14,613 |
16,072 13,677 |
|
| Profit before tax | 10,319 59,548 |
10,902 59,434 |
|
| Income tax(expense)/benefit | 157 (3) |
‐ ‐ |
|
| Netprofit for theperiod | 10,476 59,546 |
10,902 59,434 |
|
| Other comprehensive income | ‐ ‐ |
‐ ‐ |
|
| Total comprehensive income for theperiod | 10,476 59,546 |
10,902 59,434 |
|
| Profit and total comprehensive income attributable to: Company shareholders Trust unitholders |
(426) 111 6,236 58,278 |
‐ ‐ 6,236 58,278 |
|
| Profit and total comprehensive income attributable to ordinary securityholders External non‐controllinginterests – consolidated trusts |
5,811 58,389 4,665 1,156 |
6,236 58,278 4,665 1,156 |
|
| Profit and total comprehensive income | 10,476 59,546 |
10,902 59,434 |
|
| Basic earnings per stapled security/trust unit Diluted earnings per stapled security/trust unit |
1.07 10.78 1.07 10.71 |
1.15 10.76 1.14 10.69 |
The accompanying notes form part of these financial statements.
8
GDI PROPERTY GROUP FINANCIAL REPORT
As at 31 December 2020
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Note | GDI 31 December 30 June 2020 2020 $'000 $'000 |
GDI 31 December 30 June 2020 2020 $'000 $'000 |
Trust |
|---|---|---|---|
| 31 December 30 June 2020 2020 $'000 $'000 |
|||
| Current assets Cash and cash equivalents Trade and other receivables Non‐current assets held for sale 4 Other assets 5 |
7,106 10,100 9,095 5,581 102,156 102,240 9,770 8,919 |
6,571 6,717 7,550 4,561 102,156 102,240 8,987 10,412 |
|
| Total current assets | 128,126 126,841 |
125,264 123,930 |
|
| Non‐current assets Investment properties 6 Plant and equipment Right of use asset Deferred tax assets Intangible assets |
843,681 822,850 84 95 979 ‐ 1,040 629 18,110 18,110 |
843,681 822,850 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ |
|
| Total non‐current assets | 863,895 841,685 |
843,681 822,850 |
|
| Total assets | 992,021 968,525 |
968,945 946,780 |
|
| Current liabilities Trade and other payables Operating lease liability Provisions |
26,787 25,520 274 ‐ 463 405 |
25,842 24,984 ‐ ‐ ‐ |
|
| Total current liabilities | 27,524 25,926 |
25,842 24,984 |
|
| Non‐current liabilities Borrowings 7 Derivative financial instruments Operating lease liability Provisions Other liabilities |
192,428 159,423 447 326 710 ‐ 226 206 263 ‐ |
192,343 159,318 447 326 ‐ ‐ ‐ ‐ 25 |
|
| Total non‐current liabilities | 194,074 159,954 |
192,790 159,668 |
|
| Total liabilities | 221,598 185,880 |
218,631 184,652 |
|
| Net assets | 770,423 782,645 |
750,314 762,128 |
|
| Equity Contributed equity Reserves Retainedprofits |
22,342 22,296 174 203 (2,407) (1,981) |
503,107 502,084 3,851 4,483 179,551 194,319 |
|
| Equity attributable to equity holders of the Company/ | |||
| Trust | 20,109 20,517 |
686,509 700,886 |
|
| Non‐controlling interests Unitholders of the Trust Contributed equity Reserves Retainedprofits |
503,107 502,084 3,851 4,483 179,551 194,319 |
‐ ‐ ‐ ‐ ‐ ‐ |
|
| Total equity attributable to trust unitholders | 686,509 700,886 |
‐ ‐ |
|
| Equity attributed to holders of stapled securities | 706,618 721,403 |
‐ ‐ |
|
| External non‐controlling interest Contributed equity Retainedprofits |
64,625 64,575 (819) (3,333) |
64,625 64,575 (819) (3,333) |
|
| Total equity attributable to external non‐controlling interest 63,805 61,242 |
63,805 61,242 |
||
| Total equity 770,423 782,645 |
750,314 762,128 |
The accompanying notes form part of these financial statements.
9
GDI PROPERTY GROUP FINANCIAL REPORT
As at 31 December 2020
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Equityattributable to securityholders of GDI Contributed equity Reserves Retained earnings Total Non‐ controlling interest (Trust) External non‐ controlling interest (consolidated trusts) Total equity $'000 $'000 $'000 $'000 $'000 $'000 $'000 |
|
|---|---|
| Balance as at 1 July2019 | 22,301 193 (3,221) 19,274 676,945 24,657 720,876 |
| Comprehensive income Profit for theperiod |
‐ ‐ 111 111 58,278 1,156 59,546 |
| Total comprehensive income for theperiod |
‐ ‐ 111 111 58,278 1,156 59,546 |
| Transactions with securityholders in their capacity as securityholders Security‐based payments expense ‐ 57 ‐ 57 1,257 ‐ 1,314 Issued equity 81 (81) ‐ ‐ ‐ ‐ ‐ On market buy‐back ‐ ‐ ‐ ‐ ‐ ‐ ‐ |
|
| Distributionspaid/payable ‐ ‐ ‐ ‐ (21,015) (1,081) (22,097) |
|
| Total transactions with securityholders in their capacity as securityholders 81 (24) ‐ 57 (19,758) (1,081) (20,783) |
|
| Balance as at 31 December 2019 22,382 169 (3,110) 19,442 715,465 24,732 759,639 |
|
| Balance as at 1 July2020 22,296 203 (1,981) 20,517 700,886 61,242 782,645 |
|
| Comprehensive income Profit for theperiod ‐ ‐ (426) (426) 6,236 4,665 10,476 |
|
| Total comprehensive income for theperiod ‐ ‐ (426) (426) 6,236 4,665 10,476 |
|
| Transactions with securityholders in their capacity as securityholders Security‐based payments expense ‐ 59 ‐ 59 1,303 ‐ 1,362 Issued equity 88 (88) ‐ ‐ ‐ ‐ ‐ Issue and formation costs ‐ ‐ ‐ ‐ (1) ‐ (1) Disposal of equity to non‐ controlling interests ‐ ‐ ‐ ‐ ‐ 50 50 On market buy‐back (41) ‐ ‐ (41) (911) ‐ (953) Distributionspaid/payable ‐ ‐ ‐ ‐ (21,004) (2,152) (23,156) |
|
| Total transactions with securityholders in their capacity as securityholders 46 (29) ‐ 18 (20,613) (2,102) (22,698) |
|
| Balance as at 31 December 2020 22,342 174 (2,407) 20,109 686,509 63,805 770,423 |
The accompanying notes form part of these financial statements.
10
GDI PROPERTY GROUP FINANCIAL REPORT
As at 31 December 2020
| GDI PROPERTY GROUP FINANCIAL REPORT As at 31 December 2020 |
|
|---|---|
| Equity attributable to unitholders of the Trust Contributed equity Reserves Retained earnings Total equity attributable to unitholders of the Trust External non‐ controlling interest (consolidated trusts) Total equity $'000 $'000 $'000 $'000 $'000 $'000 |
|
| Balance as at 1 July2019 | 502,263 4,269 170,414 676,945 24,657 701,602 |
| Comprehensive income Profit for theperiod |
‐ ‐ 58,278 58,278 1,156 59,434 |
| Total comprehensive income for theperiod |
‐ ‐ 58,278 58,278 1,156 59,434 |
| Transactions with unitholders in their capacity as unitholders Security‐based payments expense ‐ 1,257 ‐ 1,257 ‐ 1,257 Issued equity 1,793 (1,793) ‐ ‐ ‐ ‐ On market buy‐back ‐ ‐ ‐ ‐ ‐ ‐ Distributionspaid/payable ‐ ‐ (21,015) (21,015) (1,081) (22,097) |
|
| Total transactions with unitholders in their capacity as unitholders 1,793 (536) (21,015) (19,758) (1,081) (20,839) |
|
| Balance as at 31 December 2019 504,056 3,732 207,677 715,465 24,732 740,197 |
|
| Balance as at 1 July2020 502,084 4,483 194,319 700,886 61,242 762,128 |
|
| Comprehensive income Profit for theperiod ‐ ‐ 6,236 6,236 4,665 10,902 |
|
| Total comprehensive income for theperiod ‐ ‐ 6,236 6,236 4,665 10,902 |
|
| Transactions with unitholders in their capacity as unitholders Security‐based payments expense ‐ 1,303 ‐ 1,303 ‐ 1,303 Issued equity 1,935 (1,935) ‐ ‐ ‐ ‐ Issue and formation costs (1) ‐ ‐ (1) ‐ (1) Disposal of equity to non‐ controlling interests ‐ ‐ ‐ ‐ 50 50 On market buy‐back (911) ‐ ‐ (911) ‐ (911) Distributionspaid/payable ‐ ‐ (21,004) (21,004) (2,152) (23,156) |
|
| Total transactions with unitholders in their capacity as unitholders 1,023 (632) (21,004) (20,613) (2,102) (22,715) |
|
| Balance as at 31 December 2020 503,107 3,851 179,551 686,509 63,805 750,314 |
The accompanying notes form part of these financial statements.
11
GDI PROPERTY GROUP FINANCIAL REPORT
For the six‐month period ended 31 December 2020
CONSOLIDATED STATEMENT OF CASH FLOWS
| CONSOLIDATED STATEMENT OF CASH FLOWS | |||
|---|---|---|---|
| Halfyear ended 31 December | GDI 2020 2019 $'000 $'000 |
Trust | |
| 2020 2019 $'000 $'000 |
|||
| Cash flows from operating activities Receipts in the course of operations Payments in the course of operations Interest received Interestpaid |
28,073 39,321 (9,999) (12,948) 53 45 (2,483) (1,007) |
27,342 36,694 (10,117) (8,257) 49 40 (2,473) (1,007) |
|
| Net cash inflow from operating activities | 15,643 25,412 |
14,801 27,470 |
|
| Cash flows from investing activities Payments for investments Payments for other capitalised costs Payments for capital expenditure Payment of tenant incentives and leasing costs Loan to associated entities Repayment of loans to associated entities Disposal of equityto non‐controllinginterests |
(13,418) (9,701) (962) (2,898) (5,814) (4,340) (5,776) (3,151) (1,295) ‐ ‐ ‐ 50 ‐ |
(13,392) ‐ (960) (2,896) (5,814) (4,340) (5,776) (3,151) ‐ (19,225) 2,146 8,425 50 ‐ |
|
| Net cash used in investing activities | (27,215) (20,090) |
(23,747) (21,186) |
|
| Cash flows from financing activities Proceeds from borrowings Payments for the on‐market buy‐back of securities Payment of loan transaction costs Equity issue and formation costs Principal reduction in lease liabilities Payment of distributions to securityholders/unitholders |
32,833 11,622 (998) ‐ (23) (9) (1) ‐ (135) ‐ (23,097) (21,990) |
32,833 11,622 (911) ‐ (23) (9) (1) ‐ ‐ ‐ (23,097) (21,990) |
|
| Net cash from financing activities | 8,578 (10,377) |
8,800 (10,377) |
|
| Net (decrease)/increase in cash and cash | |||
| equivalents | (2,994) (5,055) |
(146) (4,094) |
|
| Cash and cash equivalents at beginningofperiod | 10,100 18,775 |
6,717 17,202 |
|
| Cash and cash equivalents at the end of theperiod | 7,106 13,719 |
6,571 13,108 |
The accompanying notes form part of these financial statements.
12
GDI PROPERTY GROUP NOTES TO THE FINANCIAL STATEMENTS
For the six‐month period ended 31 December 2020
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GDI Property Group (“GDI”) was formed by the stapling of GDI Property Group Limited (the “Company”) and GDI Property Trust (the “Trust”). The Responsible Entity of the Trust is GDI Funds Management Limited, a wholly owned subsidiary of the Company. The Group was established for the purpose of facilitating a joint quotation of the Company and the Trust on the ASX. The constitutions of the Company and the Trust, together with a Co‐operation Deed dated 25 November 2013, ensure that for so long as the two entities remain jointly quoted, the number of units in the Trust and shares in the Company shall be equal and the unitholders and the shareholders be identical. Both the Responsible Entity of the Trust and the Company must at all times act in the best interests of the Group.
The Company has been deemed the parent entity of the Trust. The consolidated financial statements and notes represent those of the Company and its controlled entities, including the Trust and its controlled entities as the deemed acquiree. The financial report includes separate financial statements for:
-
the Group, consisting of the Company, the Trust and their controlled entities; and
-
the Trust, consisting of GDI Property Trust and its controlled entities.
The half yearly financial statements are authorised for issue on 22 February 2021 by the directors of the Company and the Responsible Entity of the Trust.
(a) Basis of preparation
These general purpose interim financial statements for the half year ended 31 December 2020 have been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standard AASB 134: Interim Financial Reporting . The Group is a for‐profit entity for financial reporting purposes under Australian Accounting Standards.
This half year financial report is intended to provide users with an update on the latest annual financial statements of the Group and its controlled entities and GDI Property Trust and its controlled entities. As such, it does not contain information that represents relatively insignificant changes occurring during the half year within the Group. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of the Group for the financial year ended 30 June 2020, together with any ASX announcements made during the following half year.
(b) Consolidated financial statements
The half yearly financial report of the Company and its subsidiaries and the Trust and its subsidiaries have been presented jointly in accordance with ASIC Class Order 13/1050 relating to combining or consolidating accounts under stapling and for the purpose of fulfilling the requirements of the Australian Securities Exchange (“ASX”).
The shares of the Company and the units in the Trust are stapled and issued as stapled securities of GDI. Whilst the shares and units are stapled, they cannot be traded separately and can only be traded as stapled securities. The stapling occurred on 16 December 2013, with trading on the ASX commencing on 17 December 2013.
The stapling has been accounted for pursuant to AASB 3: Business Combinations. The Company has been identified as the acquirer of the Trust whereby the Trust’s net assets are attributed to the trust unitholders. In this regard, the unitholders are treated as the non‐controlling interest in the post‐stapled financial statements of GDI, despite the fact that such owners also have an equal interest in the Company.
(c) Accounting policies
The same accounting policies and methods of computation have been followed in this half year financial report as were applied in the most recent annual financial statements.
13
GDI PROPERTY GROUP NOTES TO THE FINANCIAL STATEMENTS
For the six‐month period ended 31 December 2020
NOTE 2 – PROPERTY REVENUE
| NOTE 2 – PROPERTY REVENUE | |||
|---|---|---|---|
| Half year ended 31 December Property revenue |
GDI 2020 2019 $'000 $'000 |
Trust | |
| 2020 2019 $'000 $'000 |
|||
| Rent and recoverable outgoings Amortisation of leasingcosts and incentives |
31,016 38,129 (6,410) (3,027) |
31,119 38,149 (6,410) (3,027) |
|
| Totalproperty revenue | 24,606 35,103 |
24,709 35,123 |
NOTE 3 – FINANCE COSTS
| NOTE 3 – FINANCE COSTS | |||
|---|---|---|---|
| Half year ended 31 December Finance costs |
GDI 2020 2019 $'000 $'000 |
Trust | |
| 2020 2019 $'000 $'000 |
|||
| Interestpaid/ payable | 2,689 1,232 |
2,698 1,373 |
|
| Total finance costs | 2,689 1,232 |
2,698 1,373 |
NOTE 4 – NON‐CURRENT ASSETS HELD FOR SALE
During 2019 and 2020, GDI engaged the services of real estate agents to market 50 Cavill Avenue, Surfers Paradise for sale. Accordingly, the property was classified as a Non‐current asset held for sale in the 31 December 2019 financial statements, 30 June 2020 accounts and again in these accounts. If 50 Cavill Avenue is sold, the strata unit at 46 Cavill Avenue, Surfers Paradise, would be considered non‐core and accordingly, that asset has also been classified as a Non‐current asset held for sale.
| Assets held for sale | GDI 31 December 30 June 2020 2020 $'000 $'000 |
GDI 31 December 30 June 2020 2020 $'000 $'000 |
Trust |
|---|---|---|---|
| 31 December 30 June 2020 2020 $'000 $'000 |
|||
| Investmentproperties | 102,156 102,240 |
102,156 102,240 |
|
| Total assets held for sale | 102,156 102,240 |
102,156 102,240 |
NOTE 5 – OTHER ASSETS
Other assets of both GDI and the Trust includes:
-
capitalised costs relating to the proposed development on the excess land at Westralia Square ($2.8 million);
-
capitalised costs relating to the proposed development at 1 Mill Street, Perth ($0.6 million); and
-
loans to associated entities of $5.4 million in the Trust and $6.2 million in GDI.
14
GDI PROPERTY GROUP NOTES TO THE FINANCIAL STATEMENTS
For the six‐month period ended 31 December 2020
NOTE 6 – INVESTMENT PROPERTIES
| NOTE 6 – INVESTMENT PROPERTIES | NOTE 6 – INVESTMENT PROPERTIES | |||
|---|---|---|---|---|
| a) Investmentproperties at fair value | GDI 31 December 30 June 2020 2020 $'000 $'000 |
Trust | ||
| 31 December 30 June 2020 2020 $'000 $'000 |
||||
| Movement in investment properties Balance at beginning of the period 822,850 773,259 Additions – Investment property 12,595 98,000 Assets transferred to non‐current assets held for sale ‐ (102,240) Non‐cash movement in non‐current assets held for sale 173 ‐ Capital works ‐ Property improvements 5,107 6,014 ‐ Maintenance capital (GDI Property Trust) 397 1,409 ‐ Maintenance capital (consolidated trusts) 203 455 Straight lining of rental income (506) (1,021) Leasing costs 393 1,399 Amortisation of leasing costs (456) (879) Net gain/(loss) from fair value adjustments 2,318 32,862 Incentives paid (GDI Property Trust) 5,168 19,757 Incentives paid (consolidated trusts) ‐ ‐ Non‐cash incentives paid 696 (53) Amortisation of incentives (GDI Property Trust) (5,864) (6,121) Amortisation of incentives (consolidated trusts) (46) (87) Impact of COVID‐19 ‐ Incentives paid 214 471 ‐ Restructured rental payments 574 ‐ ‐ Amortisation of incentives paid (44) (29) ‐ Non‐cash incentivespaid (94) (345) |
822,850 773,259 12,595 98,000 ‐ (102,240) 173 ‐ 5,107 6,014 397 1,409 203 455 (506) (1,021) 393 1,399 (456) (879) 2,318 32,862 5,168 19,757 ‐ ‐ 696 (53) (5,864) (6,121) (46) (87) 214 471 574 ‐ (44) (29) (94) (345) |
|||
| Balance | 843,681 822,850 |
843,681 822,850 |
b) Valuation basis
The basis of valuation of investment properties is fair value, being the amounts for which the assets could be exchanged between knowledgeable willing parties in an arm’s length transaction, based on current prices in an active market for similar properties in the same location and condition and subject to similar leases.
The table below illustrates the key valuation assumptions used in the determination of the investment properties fair value.
| Valuation basis 31 December 2020 Weighted average capitalisation rate1(%) 6.61% Weighted average lease expiry by area1,2(years) 3.6 years Occupancy1,2 65.9% |
30 June 2020 |
|---|---|
| 6.92% | |
| 2.6 years | |
| 81.1% |
- Excluding the IDOM Portfolio, GDI No. 46 Property Trust. 2. Based on NLA and including heads of agreement to the date of this report.
Ten‐year discounted cash flows and capitalisation valuation methods are used together with active market evidence. In addition to the key assumptions set out in the table above, assumed portfolio downtime ranges from 6 to 24 months and tenant retention assumption of 50%.
c) Assets pledged as security
Borrowings (refer Note 7) are secured by General Security Agreement (GSA) over each entity plus charges over any building document, lease document, performance bond and bank guarantee in addition to a real property mortgage over each property.
15
GDI PROPERTY GROUP
NOTES TO THE FINANCIAL STATEMENTS
For the six‐month period ended 31 December 2020
d) Details of investment properties
The following table presents individual properties owned by GDI and the Trust:
| Title | Acquisition date | Acquisition price | Independent valuation | Independent | Carrying amount | Fair value | |
|---|---|---|---|---|---|---|---|
| date | valuation | 31 December 2020 | adjustment | ||||
| Investmentproperties | $'000 | $'000 | $'000 | $'000 | |||
| Mill Green Complex, Perth | Freehold | 16 December 2013 | 332,656 | 31 December 2020 | 326,000 | 326,000 | (18,115) |
| 235 Stanley Street, Townsville | Freehold | 16 June 2016 | 53,500 | 31 December 2020 | 51,500 | 51,500 | (2,594) |
| 141 St Georges Terrace, Perth | Freehold | 27 October 2017 | 216,250 | 31 December 2020 | 345,000 | 345,000 | 13,063 |
| IDOM Portfolio, Perth | Freehold | 14 February 2020 | 98,000 | 31 December 2020 | 105,850 | 105,850 | 7,850 |
| 180 HayStreet,Perth | Freehold | 31 July2020 | 13,855 | 31 July2020 | 15,000 | 15,331 | 2,204 |
| Total Investmentproperties | 714,261 | 843,350 | 843,681 | 2,408 | |||
| Non‐current assets held for sale | |||||||
| 50 Cavill Avenue, Surfers Paradise | Freehold | 1 February 2016 | 46,139 | 30 June 2020 | 101,000 | 100,916 | (89) |
| Unit 38,46 Cavill Ave,Surfers Paradise | Strata | 12 August 2016 | 1,240 | ‐ | ‐ | 1,240 | ‐ |
| Total | 761,640 | 944,350 | 945,837 | 2,318 |
16
GDI PROPERTY GROUP NOTES TO THE FINANCIAL STATEMENTS
For the six‐month period ended 31 December 2020
NOTE 7 – BORROWINGS
Borrowings shown below are net of transaction costs which are amortised over the term of the loan.
| Interest bearing liabilities – non‐current **Borrowings ** |
GDI 31 December 30 June 2020 2020 $'000 $'000 |
GDI 31 December 30 June 2020 2020 $'000 $'000 |
Trust |
|---|---|---|---|
| 31 December 30 June 2020 2020 $'000 $'000 |
|||
| Secured liabilities: Loans ‐ financial institutions Transaction costs |
192,833 160,000 (405) (577) |
192,833 160,000 (490) (682) |
|
| **Total borrowings ** | 192,428 159,423 |
192,343 159,318 |
|
| Borrowings of the Group and the Trust are the same and details at balance date are set out below: Borrowing details Facility Utilised Unutilised Facility Secured Maturitydate $'000 $'000 $'000 |
|||
| Facility Tranche B1 Yes July 2022 73,000 73,000 ‐ Facility Tranche C1 Yes January 2022 132,000 79,833 52,168 Bank Bill Business Loan2 Yes June 2022 11,500 10,000 1,500 Capital Loan Agreement3 Yes February2023 30,000 30,000 ‐ |
|||
| 246,500 192,833 53,668 FacilityTranche D1,4 Yes July2022 5,000 ‐ ‐ |
|||
| Total facility 251,500 192,833 53,668 |
-
Facility Tranche B, C and D are secured by first registered mortgage over the wholly owned investment properties held by GDI and a registered GSA over the assets of GDI. Interest is payable monthly in arears at variable rates based on either the 30 or 90 day BBSY. Line fees are payable quarterly in advance.
-
The Bank Bill Business Loan relates to GDI No. 42 office Trust and is secured against the assets of that trust.
-
The Capital Loan Agreement relates to GDI No. 46 Property Trust and is secured against the assets of that trust. Interest is paid monthly in arrears at variable rates.
-
GDI also has a $5 million bank guarantee supporting the financial requirements of GDI Funds Management Limited’s AFS Licence. This is undrawn and cannot be used for general working capital purposes.
NOTE 8 – DIVIDENDS/DISTRIBUTIONS PAID/PAYABLE
a) Dividends paid/payable by the Company
There were no dividends paid or payable by the Company in respect of the period ended 31 December 2020.
b) Distributions paid/payable by the GDI/Trust
| Distributionspaid/ payable by the Group / Trust | GDI Half year ended December 2020 cents/security |
Trust |
|---|---|---|
| Half year ended December 2020 cents/unit |
||
| 31 August 2020 28 February2021 |
3.875 3.875 |
3.875 3.875 |
17
GDI PROPERTY GROUP NOTES TO THE FINANCIAL STATEMENTS For the six‐month period ended 31 December 2020
NOTE 9 – SEGMENT REPORTING
a) Identification of reportable segments
GDI
The Chief Operating Decision Maker (CODM) has been identified as the Board of Directors as they are responsible for the strategic decision making within GDI. The following summary describes the operations in each of the GDI’s operating segments:
| segments: | |
|---|---|
| Operatingsegments | Products/Services |
| Property investment | Investment and management of income producing properties |
| Funds management | Establishment and management of property investment vehicles |
The Board assesses the performance of each operating sector based on FFO. FFO is a global financial measure of the real estate operating performance after finance costs and taxes, adjusted for certain non‐cash items. The Directors consider FFO to be a measure that reflects the underlying performance of GDI. GDI’s FFO comprises net profit/loss after tax calculated in accordance with the Australian Accounting Standards and adjusted for property revaluations, impairments, derivative mark to market impacts, amortisation of tenant incentives, straight line rent adjustments, gain/loss on sale of assets, deferred tax expense/ benefit and rental guarantees.
Trust
The Trust operates in predominately one operating segment being property investment.
18
GDI PROPERTY GROUP NOTES TO THE FINANCIAL STATEMENTS
For the six‐month period ended 31 December 2020
b) Segment information
- (i) Segment performance
| Property | Funds | Reviewed but | Total | |
|---|---|---|---|---|
| management | unallocated | |||
| Halfyear ended 31 December 2020 | $'000 | $'000 | $'000 | $'000 |
| Operating earnings | ||||
| Net property income | 14,250 | ‐ | ‐ | 14,250 |
| Funds Management income | ‐ | 1,322 | ‐ | 1,322 |
| Other income | ‐ | ‐ | 56 | 56 |
| **Total operating earnings ** | 14,250 | 1,322 | 56 | 15,628 |
| FFO adjustments | ||||
| Straight‐lining rental income | 506 | ‐ | (8) | 497 |
| Amortisation and depreciation | 6,410 | 140 | 13 | 6,562 |
| Adjustment for consolidated funds | (4,913) | 2,190 | 19 | (2,705) |
| FFO pre corporate, administration and interest | ||||
| expenses/ income | 16,253 | 3,651 | 79 | 19,983 |
| +/‐ corporate, administration and interest expense / income | ||||
| Interest paid | (1,882) | (11) | ‐ | (1,893) |
| Interest income | 49 | 3 | ‐ | 52 |
| Corporate and administration expenses | (2,221) | ‐ | (1,827) | (4,047) |
| Income tax(expense)/benefit | ‐ | 157 | ‐ | 157 |
| Total FFO | 12,199 | 3,801 | (1,748) | 14,252 |
| +/‐ AIFRS adjustments from FFO to profit after tax from ordinary activities | ||||
| Net fair value gain / (loss) on investment properties | 2,318 | ‐ | ‐ | 2,318 |
| Net fair value gain / (loss) on interest rate swaps | (121) | ‐ | ‐ | (121) |
| Straight‐lining rental income | (506) | ‐ | 8 | (497) |
| Amortisation of leasing fees and incentives | (6,410) | ‐ | ‐ | (6,410) |
| Amortisation of loan establishment costs | (196) | ‐ | ‐ | (196) |
| Depreciation | ‐ | (140) | (13) | (153) |
| Adjustment for consolidated trusts | 4,295 | (2,190) | ‐ | 2,105 |
| Acquisition costs | (823) | ‐ | ‐ | (823) |
| Profit after tax from ordinary activities | 10,757 | 1,471 | (1,752) | 10,476 |
| Property | Funds | Reviewed but | Total | |
| management | unallocated | |||
| Halfyear ended 31 December 2019 | $'000 | $'000 | $'000 | $'000 |
| Operating earnings | ||||
| Net property income | 26,007 | ‐ | ‐ | 26,007 |
| Funds Management income | ‐ | 1,064 | ‐ | 1,064 |
| Other income | ‐ | ‐ | ‐ | ‐ |
| **Total operating earnings ** | 26,007 | 1,064 | ‐ | 27,072 |
| FFO adjustments | ||||
| Straight‐lining rental income | 457 | ‐ | ‐ | 457 |
| Amortisation and depreciation | 3,027 | ‐ | 10 | 3,037 |
| Adjustment for GDI No. 42 Office Trust | (2,458) | 943 | 4 | (1,511) |
| FFO pre corporate, administration and interest | ||||
| expenses/ income | 27,033 | 2,008 | 14 | 29,054 |
| +/‐ corporate, administration and interest expense / income | ||||
| Interest paid | (1,000) | ‐ | ‐ | (1,000) |
| Interest income | 39 | 5 | ‐ | 45 |
| Corporate and administration expenses | (3,205) | ‐ | (1,081) | (4,286) |
| Income tax (expense)/benefit | ‐ | (3) | ‐ | (3) |
19
GDI PROPERTY GROUP
NOTES TO THE FINANCIAL STATEMENTS
For the six‐month period ended 31 December 2020
| Total FFO | 22,868 | 2,010 | (1,067) | 23,811 |
|---|---|---|---|---|
| +/‐ AIFRS adjustments from FFO to profit after tax from ordinary activities | ||||
| Net fair value gain of investment properties | 37,949 | ‐ | ‐ | 37,949 |
| Straight‐lining rental income | (457) | ‐ | ‐ | (457) |
| Amortisation of leasing fees and incentives | (3,027) | ‐ | ‐ | (3,027) |
| Amortisation of loan establishment costs | (75) | ‐ | ‐ | (75) |
| Depreciation | ‐ | ‐ | (10) | (10) |
| Adjustment for GDI No. 42 Office Trust | 2,297 | (943) | ‐ | 1,354 |
| Profit after tax from ordinary activities | 59,556 | 1,067 | (1,078) | 59,546 |
- (ii) Segment assets and liabilities
| Profit after tax from ordinary activities (ii) Segment assets and liabilities |
59,556 | 1,067 | (1,078) | 59,546 |
|---|---|---|---|---|
| Property | Funds | Reviewed but | Total | |
| management | unallocated | |||
| As at 31 December 2020 | $'000 | $'000 | $'000 | $'000 |
| Segment assets and liabilities | ||||
| Total assets | 896,497 | 95,524 | ‐ | 992,021 |
| Total liabilities | (200,092) | (21,506) | ‐ | (221,598) |
| Net assets | 696,405 | 74,018 | ‐ | 770,423 |
| As at 30 June 2020 | ||||
| Segment assets and liabilities | ||||
| Total assets | 876,950 | 91,576 | ‐ | 968,525 |
| Total liabilities | (167,363) | (18,517) | ‐ | (185,880) |
| Net assets | 709,586 | 73,059 | ‐ | 782,645 |
NOTE 10 – FAIR VALUE MEASUREMENTS
a) Valuation techniques
GDI selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured. The valuation techniques selected by GDI are consistent with one or more of the following valuation approaches:
-
Market approach: valuation techniques that use prices and other relevant information generated by market transactions for identical or similar assets or liabilities.
-
Income approach: valuation techniques that convert estimated future cash flows or income and expenses into a single discounted present value.
-
Cost approach: valuation techniques that reflect the current replacement cost of an asset at its current service capacity.
Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would use when pricing the asset or liability, including assumptions about risks. When selecting a valuation technique, GDI gives priority to those techniques that maximise the use of observable inputs and minimise the use of unobservable inputs. Inputs that are developed using market data (such as publicly available information on actual transactions) and reflect the assumptions that buyers and sellers would generally use when pricing the asset or liability are considered observable, whereas inputs for which market data is not available and therefore are developed using the best information available about such assumptions are considered unobservable.
20
GDI PROPERTY GROUP NOTES TO THE FINANCIAL STATEMENTS
For the six‐month period ended 31 December 2020
b) Financial instruments
The following table represents a comparison between the carrying amounts and fair values of financial assets and liabilities:
| 31 December 2020 | 30 June 2020 | |
|---|---|---|
| Carrying amount Fair value $'000 $'000 |
Carrying amount Fair value $'000 $'000 |
|
| Financial assets at amortised cost Cash and cash equivalents Trade and other receivables |
7,106 7,106 9,095 9,095 |
10,100 10,100 5,581 5,581 |
| Total financial assets | 16,201 16,201 |
15,681 15,681 |
| Financial liabilities at amortised cost Trade and other payables Provisions Operating lease liability Borrowings Financial liabilities at fair value Derivative financial instruments |
26,787 26,787 689 689 984 984 192,428 192,428 447 447 |
25,520 25,520 611 611 ‐ ‐ 159,423 159,423 326 326 |
| Total financial liabilities | 221,335 221,335 |
185,880 185,880 |
c) Fair value hierarchy
GDI and Trust measures and recognises the following assets and liabilities at fair value on a recurring basis after initial recognition:
-
Derivative financial instruments; and
-
Investment properties.
GDI and Trust do not subsequently measure any other liabilities (other than derivative financial instruments) at fair value on a non‐recurring basis.
AASB 13: Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows:
| to the measurement can be categorised | into as follows: | |
|---|---|---|
| Level 1 | Level 2 | Level 3 |
| Measurements based on quoted | Measurements based on inputs other | Measurements based on |
| prices (unadjusted) in active markets | than quoted prices included in Level 1 | unobservable inputs for the asset or |
| for identical assets or liabilities that | that are observable for the asset or | liability. |
| the entity can access at the | liability, either directly or indirectly. | |
| measurement date. |
The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3.
21
GDI PROPERTY GROUP
NOTES TO THE FINANCIAL STATEMENTS
For the six‐month period ended 31 December 2020
The following tables provide the fair values of GDI’s and the Trust’s assets and liabilities measured and recognised on a recurring basis after initial recognition and their categorisation within the fair value hierarchy:
| As at 31 December 2020 As at 30 June 2020 |
|
|---|---|
| Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 $'000 $'000 $'000 $'000 $'000 $'000 |
|
| Recurring fair value measurements Non‐financial assets ‐ Investmentproperties1 |
‐ 945,837 ‐ ‐ 925,090 ‐ |
| Total non‐financial assets recognised at fair value on a recurring basis |
‐ 945,837 ‐ ‐ 925,090 ‐ |
| Financial liabilities Interest rate swaps |
447 326 |
| Total financial liabilities recognised at fair value on a recurring basis |
447 326 |
Valuation techniques and inputs used to measure Level 2 Fair Values
| 31 December 2020 | 30 June 2020 | Valuation | Inputs | |
|---|---|---|---|---|
| $’000 | $’000 | technique | Used | |
| Financial assets/liabilities | ||||
| Interest rate swaps | 447 | 326 | Income approach | BBSY swap rate |
| using discounted | ||||
| cash flow | ||||
| methodology | ||||
| Non‐financial assets | ||||
| Investment properties1 | 945,837 | 925,090 | Market approach | Comparable |
| using discounted | discount rates, | |||
| cash flow, rent | capitalisation | |||
| capitalisation and | rates and price | |||
| recent observable | per square | |||
| market data | metres of NLA | |||
| methodologies |
- The fair value of Investment properties is determined annually based on valuations by an independent valuer who has recognised and appropriate professional qualifications and recent experience in the location and category of investment property being valued. The total includes investment properties held for sale.
d) Sensitivity information
Significant movement in any one of the inputs listed in the table above may result in a change in the fair value of the GDI’s investment properties and non‐current assets held for sale as follows:
| Fair value measurement sensitivity to: | Fair value measurement sensitivity to: | |
|---|---|---|
| Inputs | Significant increase in input | Significant decrease in input |
| Discount rate | Decrease | Increase |
| Capitalisation rate | Decrease | Increase |
| Assumed market rent per square metre of NLA | Increase | Decrease |
| Price per square metre of NLA | Increase | Decrease |
NOTE 11 – CONTINGENT LIABILITIES
There was no change in the contingent liabilities of GDI and the Trust as at 31 December 2020 since the last annual reporting period.
22
GDI PROPERTY GROUP NOTES TO THE FINANCIAL STATEMENTS
For the six‐month period ended 31 December 2020
NOTE 12 – EVENTS AFTER THE REPORTING DATE
No matter or circumstance has arisen since 31 December 2020 that has significantly affected or may significantly affect:
-
GDI’s operations in future years;
-
the results of these operations in future years; or
-
GDI’s state of affairs in future years.
23
DIRECTORS’ DECLARATION
GDI Property Group Limited and GDI Funds Management Limited as Responsible Entity for GDI Property Trust
Directors’ Declaration For the six month period ended 31 December 2020
The directors of GDI Property Group Limited and GDI Funds Management Limited as Responsible Entity for GDI Property Trust, declare that:
-
(a) the financial statements and notes that are set out on pages 8 to 23 are in accordance with the Corporations Act 2001, including:
-
(i) complying with Accounting Standard AASB 134: Interim Financial Reporting ; and
-
(ii) giving a true and fair view of the financial position as at 31 December 2020 and of the performance for the half year ended on that date;
-
(b) there are reasonable grounds to believe that GDI will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the directors of GDI Property Group Limited and GDI Funds Management Limited.
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Gina Anderson Chairman
Dated this 22[nd] day of February 2021
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INDEPENDENT AUDITOR’S REVIEW REPORT
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INDEPENDENT AUDITOR’S REVIEW REPORT
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