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GPT GROUP — Interim / Quarterly Report 2022
Aug 14, 2022
65009_rns_2022-08-14_465ed4df-a810-4fea-a463-dc778f0176b7.pdf
Interim / Quarterly Report
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15 August 2022
2022 Interim Financial Report – GPT Management Holdings Limited
The GPT Group (“ GPT ”) provides the 2022 Interim Financial Report for GPT Management Holdings Limited which is authorised for release by The GPT Group Board.
-ENDS-
For more information, please contact:
INVESTORS AND MEDIA
Penny Berger Head of Investor Relations and Corporate Affairs +61 402 079 955
www.gpt.com.au
Level 51, 25 Martin Place, Sydney NSW 2000
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GPT Management Holdings Limited ABN: 67 113 510 188
Interim Financial Report 30 June 2022
This financial report covers both GPT Management Holdings Limited (the Company) as an individual entity and the Consolidated Entity consisting of GPT Management Holdings Limited and its controlled entities.
GPT Management Holdings Limited is a company limited by shares, incorporated and domiciled in Australia.
Through GPT’s internet site, GPT has ensured that its corporate reporting is timely, complete and available globally at minimum cost to the Company. All press releases, financial reports and other information is available on GPT’s website: www.gpt.com.au.
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GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
CONTENTS
Directors’ Report ........................................................................................................................................................................................ 3 Auditor’s Independence Declaration..................................................................................................................................................... 12 Financial Statements ................................................................................................................................................................................. 13 Consolidated Statement of Comprehensive Income .......................................................................................................................... 13 Consolidated Statement of Financial Position ..................................................................................................................................... 14 Consolidated Statement of Changes in Equity.................................................................................................................................... 15 Consolidated Statement of Cash Flows ............................................................................................................................................... 16 Notes to the Financial Statements......................................................................................................................................................... 17 Result for the half year .................................................................................................................................................................. 17 1. Segment information .................................................................................................................................................................. 17 Operating assets ............................................................................................................................................................................. 17 2. Equity accounted investments .................................................................................................................................................. 17 3. Intangible assets ......................................................................................................................................................................... 18 4. Inventories.................................................................................................................................................................................... 18 5. Property, plant and equipment.................................................................................................................................................. 19 6. Other assets ................................................................................................................................................................................ 20 Capital structure .............................................................................................................................................................................. 21 7. Equity ............................................................................................................................................................................................ 21 8. Earnings per share ..................................................................................................................................................................... 21 9. Dividends paid and payable ...................................................................................................................................................... 21 10. Borrowings ................................................................................................................................................................................... 22 Other disclosure items .................................................................................................................................................................. 23 11. Cash flow information ................................................................................................................................................................. 23 12. Commitments .............................................................................................................................................................................. 23 13. Contingent liabilities.................................................................................................................................................................... 23 14. Fair value disclosures ................................................................................................................................................................ 23 15. Accounting policies, key judgements and estimates............................................................................................................. 24 16. Events subsequent to reporting date....................................................................................................................................... 26 Directors’ Declaration ............................................................................................................................................................................... 27 Independent Auditor’s Report................................................................................................................................................................. 28
2
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS’ REPORT
For the half year ended 30 June 2022
The Directors of GPT Management Holdings Limited (the Company), present their report together with the financial statements of GPT Management Holdings Limited and its controlled entities (the Consolidated Entity) for the half year ended 30 June 2022. The Consolidated Entity is a for profit entity and is stapled to the General Property Trust (Trust). The GPT Group (GPT or the Group) financial statements include the results of the stapled entity as a whole.
GPT Management Holdings Limited is a company limited by shares, incorporated and domiciled in Australia. The registered office and principal place of business is Level 51, 25 Martin Place, Sydney NSW 2000.
1. OPERATING AND FINANCIAL REVIEW
The Consolidated Entity’s results are largely driven by the results of the Trust and the Wholesale Funds managed by the Consolidated Entity given that management and other fees are driven by the asset value and performance of the underlying properties within these entities.
About GPT
GPT is a vertically integrated diversified property group that owns and actively manages a $27.4 billion portfolio of high quality Australian office, logistics and retail assets. The Group utilises its real estate management platform to enhance returns through property development and funds management.
Listed on the Australian Securities Exchange (ASX) since 1971, today The GPT Group is a constituent of the S&P/ASX 50 Index with a substantial investor base of more than 31,000 securityholders.
GPT's vision is to be the most respected property company in Australia in the eyes of our investors, people, customers and communities. Our purpose is to create value for investors by providing high quality real estate spaces that enable people to excel and our customers and communities to prosper in a sustainable way.
Review of operations and operating result
The Group delivered a solid result in the first half of 2022, despite the ongoing impacts of the global COVID-19 pandemic and the uncertain economic environment driven by high inflation and rising interest rates. All three business segments reported increased Funds From Operations on the prior corresponding period. This was partially offset by higher corporate and financing costs.
Notwithstanding the effects of COVID-19, retail sales across the portfolio were generally well above 2019 pre-pandemic levels with the only exception being our CBD located asset at Melbourne Central where customer visitation has not fully recovered. High occupancy was retained across the Retail portfolio and leasing spreads continued to improve, with lease structures consisting of fixed base rents and annual fixed increases. Our prime grade Office portfolio occupancy improved compared with June 2021 reflecting the lease up of developments at 32 Smith and Queen & Collins, and was in-line with December 2021 occupancy. Low levels of physical occupancy in part due to the Omicron outbreak and unfavourable weather conditions, led to subdued leasing activity in the March 2022 quarter, with activity increasing in the June 2022 quarter as the operating environment improved. Ongoing structural tailwinds in Logistics generated solid tenant demand, maintaining high occupancy and driving strong rental outcomes across our Logistics portfolio.
During the half we continued to execute on our strategic objectives. We increased our investment in the Logistics sector, completing two developments with a further four projects underway. Our Logistics partnership with QuadReal is well progressed, with half of the $2 billion target committed. Logistics currently represents 28 per cent of the Group’s diversified property portfolio. Our Office development pipeline grew by 22 per cent to $5.5 billion. The GPT Wholesale Office Fund’s development at 51 Flinders Lane is underway and during the period a development site was secured for the Fund in the North Sydney CBD. Mixed-use development schemes are progressing at Rouse Hill Town Centre and Highpoint Shopping Centre. The sale of a noncore retail asset, Casuarina Square, owned jointly by GPT and the GPT Wholesale Shopping Centre Fund was completed in March 2022. Funds Management growth remains a key focus for the Group and in April 2022, UniSuper selected GPT to manage its $2.8 billion portfolio of real estate investments. The transition to GPT management is expected to complete in September 2022.
The Group’s gearing at 30 June 2022 of 27.3 per cent remains below the mid-point of our stated range of 25 - 35 per cent.
The Consolidated Entity’s financial performance for the half year ended 30 June 2022 is summarised below.
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GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS’ REPORT
For the year ended 30 June 2022
The net profit after tax for the half year ended 30 June 2022 is $11,356,000 (Jun 2021: $20,577,000)
| For the half year ended | 30 Jun 22 | 30 Jun 21 | Change |
|---|---|---|---|
| $'000 | $'000 | % | |
| Property management fees | 21,439 21,400 —% |
||
| Development management fees and revenue | 11,616 9,826 18% |
||
| Fund management fees | 53,144 48,311 10% |
||
| Management costs recharged | 15,550 15,353 1% |
||
| Proceeds from sale of inventory | — 11,716 (100%) |
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| Other income | 30 67 (55%) |
||
| Expenses | (85,727) (81,844) 5% |
||
| Profit from continuing operations before income tax expense | 16,052 24,829 (35%) |
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| Income tax expense | (4,696) (4,252) 10% |
||
| Net profit for the half year | 11,356 20,577 (45%) |
Consolidated Entity result
The decrease in net profit after tax compared to the profit recognised at 30 June 2021 is largely due to the change in the quantum of the revaluation on the intercompany loans.
Property and Fund Management
Retail
The Consolidated Entity is responsible for property and funds management activities across the retail sector. Property management fees decreased to $11,480,000 in the first half of 2022 primarily as a result of decreased property revenue due to the sale of retail assets during the period. The funds management fee income earned from GPT Wholesale Shopping Centre Fund (GWSCF) to 30 June 2022 remained largely stable at $5,800,000 compared to 30 June 2021 with reductions in the gross asset value of GWSCF post the Wollongong and Casuarina asset divestment being offset by revaluation gains and capital expenditure.
Office
The Consolidated Entity is responsible for property and funds management activities across the office sector. Property management fees increased to $8,341,000 in the first half of 2022 primarily as a result of higher rent and recoverable expenses. The funds management fee income earned from GPT Wholesale Office Fund (GWOF) to 30 June 2022 increased to $20,700,000 as a result of GWOF's growth during the period from 30 June 2021 driven by investment property revaluations and acquisitions.
Logistics
The Consolidated Entity is responsible for property and funds management activities across the logistics sector. Property management fees increased to $1,618,000 in the first half of 2022 as a result of property acquisitions and the conversion of properties from development assets to operating assets.The funds management fee income earned from GPT QuadReal Logistics Trust (GQLT) increased to $1,000,000 as a result of the Group's growing partnership with QuadReal.
Development management fees and revenue
Development management fees have increased by 18 per cent to $11,616,000 primarily due to an increase in development activity as a result of a number of new office and logistics projects commencing in 2022, and additional project work completed on retail assets, specifically Rouse Hill and Melbourne Central.
Management costs recharged
Management costs recharged increased by 1 per cent to $15,550,000 compared to the prior corresponding period due to increasing costs at the corporate level passed onto the assets.
Proceeds from sale of inventory
There were no proceeds from the sale of inventory in the first half of 2022.
Other income
Other income decreased during the period to $30,000 primarily due to a decrease in interest income.
Expenses
Expenses have increased 5 per cent overall to $85,727,000 primarily due to the movement in revaluation of financial arrangements, and an increase in spend on technology projects. This is offset partially by the impairment reversal on right of use assets.
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GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS’ REPORT
For the half year ended 30 June 2022
Financial position
| 30 Jun 22 | 31 Dec 21 | Change | |
|---|---|---|---|
| $'000 | $'000 | % | |
| Current assets | 113,654 109,991 3% |
||
| Non-current assets | 221,177 217,060 2% |
||
| Total assets | 334,831 327,051 2% |
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| Current liabilities | 49,761 67,784 (27%) |
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| Non-current liabilities | 213,184 198,742 7% |
||
| Total liabilities | 262,945 266,526 (1%) |
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| Net assets | 71,886 60,525 19% |
Total assets increased by 2 per cent to $334,831,000 in the first half of 2022 (Dec 2021: $327,051,000) primarily as a result of the final Boundary Road deposit being paid. There is also an increase in trade receivables and cash compared to the prior corresponding period, slightly offset by a decrease in prepayments and right-of-use assets.
Total liabilities reduced to $262,945,000 in the first half of 2022 (Dec 2021: $266,526,000) due to a decrease in payables mostly in relation to people costs, offset by an increase in intercompany borrowings.
Capital management
The Consolidated Entity has an external loan of $2,547,000 relating to the Metroplex joint venture.
The Consolidated Entity has related party borrowings from the Trust and its subsidiaries and joint ventures. Under Australian Accounting Standards, the loans are revalued to fair value at each reporting period.
Going Concern
The Consolidated Entity’s financial position is highly dependent on the financial position of GPT given that the Consolidated Entity is funded through intercompany loans from GPT.
GPT believes it is able to meet its liabilities and commitments as and when they fall due for at least 12 months from the reporting date. In reaching this position, GPT has taken into account the following factors:
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Available liquidity, through cash and undrawn facilities, of $1,124.0 million (after allowing for refinancing of $517.9 million of outstanding commercial paper) as at 30 June 2022;
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Weighted average debt expiry of 6.3 years, with less than $55.0 million of debt (excluding commercial paper outstanding) due between the date of this report and 30 June 2023;
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Primary covenant gearing of 27.5 per cent, compared to a covenant level of 50.0 per cent; and
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Interest cover ratio at 30 June 2022 of 7.1 times, compared to a covenant level of 2.0 times.
Cash flows
The cash balance at 30 June 2022 increased to $17,990,000 (Dec 2021: $16,590,000).
Operating activities:
Net cash flows from operating activities have decreased in the first half of 2022 to an outflow of $8,194,000 (Jun 2021: $33,179,000 inflow) driven by higher payments for inventory, lower proceeds from inventory sales and higher cash payments throughout the course of the half year.
The following table shows the reconciliation from net profit to the cash flow from operating activities:
| For the half year ended | 30 Jun 22 | 30 Jun 21 | Change |
|---|---|---|---|
| $'000 | $'000 | % |
|
| Net profit for the half year | 11,356 20,577 (45%) |
||
| Non-cash items included in net profit | 7,979 1,056 656% |
||
| Timing difference | (27,529) 11,546 (338%) |
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| Net cash (outflows)/inflows from operating activities | (8,194) 33,179 (125%) |
Investing activities:
Net cash outflows from investing activities have decreased to $1,319,000 in the first half of 2022 (Jun 2021: $1,713,000) due to lower costs associated with the acquisition of intangible assets.
Financing activities:
Net cash inflows from financing activities have increased to $10,913,000 in the first half of 2022 (Jun 2021: $36,529,000 outflow) primarily due to an increase in proceeds from related party borrowings.
Dividends
The Directors have not declared any dividends for the half year ended 30 June 2022 (Jun 2021: nil).
5
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS’ REPORT
For the half year ended 30 June 2022
Prospects
The following details the prospects of the Group and the Wholesale Funds, as the management and other fees earned by the Consolidated Entity are driven by the asset value and performance of the underlying properties within these entities.
GPT is an owner and manager of $27.4 billion of high quality, diversified real estate assets with a balance sheet portfolio valued at $16.4 billion. Portfolio occupancy at 30 June 2022 was 97.5 per cent and we are expecting that the quality of our portfolio will continue to attract ongoing tenant demand.
The COVID-19 pandemic continues to disrupt the Australian economy and GPT’s operating environment. While most government pandemic restrictions have been lifted, global economies including Australia are facing inflationary pressures and central banks including the Reserve Bank of Australia have commenced raising interest rates. As a result, GPT's cost of debt will increase in the second half of 2022 and further in 2023. The effect of rising bond yields is observed in the recent slowing of investment capital flows and general economic uncertainty, with the possibility of an increase in the expectation for higher asset yields in the future. This may lead to a softening of valuation metrics for real estate assets.
Whilst Retail shopping centres have broadly recovered since the end of government pandemic restrictions, the return of CBD workers to the workplace has been subdued even after mandated work from home orders were fully lifted in late February 2022. Conditions including prolonged extreme weather in Sydney and Brisbane, the outbreak of the winter flu season and the current COVID-19 infection wave are impacting office space utilisation.
GPT currently has 8 per cent (by area) of its Office portfolio vacant, and in the remainder of 2022, 9 per cent of the portfolio’s leases (by income) expire. Our team is actively pursuing opportunities to secure tenants for this space. Tenants are continuing to seek out accommodation in better quality office buildings and many businesses are taking the opportunity to upgrade their space, leading to growing demand in the premium office market. This supports GPT's view that this segment of the market will be more resilient over the long-term. Our assets have an average NABERS energy rating of 5.8 stars and we expect an increasing number of office tenants will seek to be located in assets with strong environmental credentials.
There has been a strong recovery in sales performance across GPT's Retail portfolio, buoyed by low unemployment and elevated levels of household savings. However, given rising interest rates, it is expected that retail sales growth will moderate.
Strong retail sales volumes continue to underpin demand for Logistics facilities. The logistics sector is also benefiting from ongoing structural tailwinds with occupiers investing in the supply chain, along with increasing penetration of e-commerce. Vacancy rates remain low in the core markets nationwide, resulting in an expectation for further increases in market rents.
The Group has a growing development pipeline with an estimated end value of $8.1 billion, providing the opportunity near term to further up weight in the strong Logistics sector and to create next generation Office assets over the medium to long term in Melbourne, Sydney, North Sydney, Parramatta and Brisbane. The expansion of the Rouse Hill Town Centre and development of residential apartments is expected to commence in the first half of 2023, subject to market conditions and authority approvals.
Strategically the Group is also focused on growing its funds under management, underpinned by the Funds' existing development pipeline and enhanced by UniSuper selecting GPT to manage its $2.8 billion portfolio of real estate investments. The UniSuper mandate transition to GPT management is expected to complete in September 2022. The remaining uncommitted $1 billion capacity in the ungeared GQLT and low gearing levels in GWOF and GWSCF, position each of our funds strongly to grow through opportunistic acquisition and development.
At 30 June 2022, the Group’s balance sheet net gearing was 27.3 per cent, below the midpoint of our stated gearing range of 25 - 35 per cent and with cash and undrawn bank facilities totalling $1.1 billion to meet funding requirements through to 2024. GPT has strong credit ratings of A (negative) and A2 (stable) by S&P and Moody’s respectively. In light of rising interest rates and uncertainty in higher financing costs, in late July interest rate hedging levels were increased resulting in the Group being 71% hedged on drawn debt as at 30 June 2022 for the next 2.5 years at an average rate of 2.8%.
Our commitment to being a leader in ESG enhances and protects GPT and its assets for the long term. GPT has more carbon neutral certified floorspace than any other Australian property owner, and this continues to grow. We are also innovating with an investment in the restoration of 1,100 hectares of Australian biodiverse native koala habitat in partnership with Greenfleet and First Nations peoples for permanent removal of our development pipeline residual carbon emissions. The large scale of this nature positive initiative provides certainty to stakeholders of GPT's ongoing ability to operate our assets carbon neutral and upfront commit to embodied carbon neutral developments.
Outlook
While uncertainty remains in our trading environment, including further rising interest rates, the Group expects to deliver 2022 FFO of approximately 32.4 cents per security and a distribution of 25.0 cents per security.
GPT's high quality diversified portfolio, strong balance sheet and experienced management team is well positioned to create long-term value for securityholders.
Risk Management
GPT's approach to risk management incorporates culture, conduct, compliance, processes and systems to enable the Group to realise potential opportunities while managing potential adverse effects.
Our commitment to integrated risk management ensures an enterprise-wide approach to the identification, assessment and management of risk, consistent with AS/NZS ISO 31000:2018.
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GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS’ REPORT
For the half year ended 30 June 2022
Risk Management Framework
GPT's Risk Management Framework is overseen by the Board and consists of the following key elements:
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Risk Policy – The Risk Policy sets out the Group’s approach to risk management, which is reviewed annually by the Board Sustainability and Risk Committee. The Risk Policy is available on GPT's website.
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Risk Appetite Statement – The Board sets GPT’s risk appetite to align with strategy, having regard to GPT's operating environment and key risks. Risk appetite is documented in our Risk Appetite Statement, against which all key investment decisions are assessed.
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Risk Governance – The Board is supported in its oversight of the Risk Management Framework by the Sustainability and Risk Committee, which reviews the effectiveness of the Framework, and by the Audit Committee, the Leadership Team and the Investment Committee.
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Risk Culture – GPT maintains a transparent and accountable culture where risk is actively considered and managed in our day-to-day activities. Risk culture is assessed as part of all internal audits and tracked using a Risk Culture Scorecard.
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Risk Management Processes and Systems – GPT has robust processes and systems in place for the identification, assessment, treatment, assurance and reporting of risk.
Managing risk in an uncertain operating environment
Over the last two years, COVID-19 has been the key driver of risks in GPT's operating environment. GPT's pandemic response is now embedded into our usual business practices and although COVID-19 continues to cause some disruption, the rapidly evolving macro-economic conditions have replaced the pandemic as the primary driver of risks to the business.
In particular, GPT has identified rising inflation and increases in interest rates as having the potential to impact the Group's future financial performance. This can happen directly through increased borrowing and other costs, and indirectly through changes in consumer sentiment, retail sales, supply chain disruption and in the transactions market for commercial real estate, both through a slowing in capital flows and a resetting of required investment returns.
The GPT Board has recently reviewed the Group's Risk Appetite Statement and Key Risks Dashboard, with a focus on the uncertain macro-economic environment. GPT's Risk Management Framework continues to operate effectively.
The following table sets out GPT’s material risks and our actions in response to them. Included in the table is an indication of the change in the level of each risk during the during the period.
| Change in Risk for 6 | Value Creation Input | ||
|---|---|---|---|
| Risks | Our Response | months to June 2022 | Affected |
| Portfolio Operating and | • A portfolio diversified by sector and geography | Increased | • Our investors |
| Financial Performance | • Structured review of market conditions twice a year, | Rising inflation and | • Real estate |
| including briefings from economists | increases in interest | • Our people | |
| Our portfolio operating and | • Scenario modelling and stress testing of assumptions | rates have the potential | • Environment |
| financial performance is | to inform decisions | to negatively impact | • Our customers, |
| influenced by internal and | • A disciplined investment and divestment approval | GPT's financial | suppliers and |
| external factors including | process, including extensive due diligence | performance. | communities |
| our investment decisions, | requirements | ||
| market conditions, interest | • A development pipeline to enhance asset returns and | ||
| rates, economic factors | maintain asset quality | ||
| and potential disruption. | • Active management of our assets, including leasing, to | ||
| ensure a large and diversified tenant base with limited | |||
| single tenant exposure | |||
| • Experienced and capable management, supplemented | |||
| with external capabilities where appropriate | |||
| • A structured program of investor engagement | |||
| Development | • A disciplined acquisition and development approval |
No change | • Our investors |
| process, including extensive due diligence | GPT's development | • Real estate | |
| Development provides the | requirements | pipeline remains | • Our people |
| Group with access to new, | • Oversight of developments through regular cross- | strong, particularly in | • Environment |
| high quality assets. | functional Project Control Group meetings | the Office and Logistics | • Our customers, |
| • Scenario modelling and stress testing of assumptions | portfolios. There are | suppliers and | |
| Delivering assets that | to inform decisions | some signs of supply | communities |
| exceed our risk adjusted | • Experienced management capability | chain disruption and | |
| return requirements and | • Application of a well defined development risk appetite | increasing costs as a | |
| meet our sustainability | with metrics around the proportion of a portfolio under | result of macro- | |
| objectives is critical to our | development, contractor exposure and leasing pre- | economic conditions, | |
| success. | commitments | however these risks | |
| are being effectively | |||
| managed and are not | |||
| impacting project | |||
| delivery at the current | |||
| time. |
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GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS’ REPORT
For the half year ended 30 June 2022
| Change in Risk for 6 | Value Creation Input | ||
|---|---|---|---|
| Risks | Our Response | months to June 2022 | Affected |
| Capital Management | • Stated gearing range of 25 to 35 per cent consistent | Increased | • Our investors |
| with stable investment grade credit ratings in the “A” | Significant liquidity is in | ||
| Effective capital | range | place and gearing sits | |
| management is imperative | • Maintenance of a minimum liquidity buffer in cash and | below the mid-point of | |
| to meet the Group’s | surplus committed credit facilities | the stated range, | |
| ongoing funding | • Diversified funding sources | however the cost of | |
| requirements and to | • Maintenance of a long weighted average debt term, | debt is increasing | |
| withstand market volatility. | with limits on the maximum amount of debt expiring in | materially in the | |
| any 12 month period | forthcoming periods. | ||
| • Hedging of interest rates to keep exposure within policy | |||
| • Limits on currency exposure | |||
| • Limits on exposure to counterparties | |||
| Health and Safety | • A culture of safety first and integration of safety risk | No change | • Real estate |
| management across the business | COVID-19 continues to | • Our people | |
| GPT is committed to | • Comprehensive health and safety management | present a risk to the | • Our customers, |
| promoting and protecting | systems | health, safety and | suppliers and |
| the health, safety and | • Training and education of employees and induction of | wellbeing of our | communities |
| wellbeing of its people, | contractors | employees, customers, | |
| customers, contractors and | • Engagement of specialist safety consultants to assist in | contractors and users | |
| all users of our assets. | identifying risks and appropriate mitigation actions | of our assets. There | |
| • Prompt and thorough investigation of all safety | have been no other | ||
| incidents to ascertain root causes and prevent future | changes in the period, | ||
| occurrences | which have materially | ||
| • Participation in knowledge sharing within the industry | impacted health and | ||
| • Comprehensive Crisis Management and Business | safety risk. | ||
| Continuity Plans, tested annually | |||
| People and Culture | • Active adoption and promotion of GPT’s values | No change | • Our investors |
| • A comprehensive employee Code of Conduct, including | The employment | • Our people | |
| Our ongoing success | consequences for non-compliance | market has tightened | |
| depends on our ability to | • Employee Engagement Surveys every 18 to 24 months | and competition for | |
| attract, engage and retain | with action plans to address results | skilled resources has | |
| a motivated and high- | • An annual performance management process, setting | increased during the | |
| performing workforce to | objectives and accountability | period. As a result, | |
| deliver our strategic | • Promotion of an inclusive workplace culture where | GPT has experienced | |
| objectives and an inclusive | differences are valued, supported by policies and | increased staff | |
| culture that supports GPT's | training | turnover, although this | |
| core values. | • Monitoring of both risk culture and conduct risk | increase has not been | |
| • An incentive system with capacity for discretionary | material and is in line | ||
| adjustments and clawback policy | with industry turnover | ||
| • Benchmarking and setting competitive remuneration | rates. | ||
| • Development and succession planning | |||
| • Workforce planning | |||
| Environmental and | • A portfolio of climate resilient assets that we own, | No change | • Our investors |
| Social Sustainability | develop and maintain through asset-level investment, | GPT remains at the | • Real estate |
| divestment and capital expenditure strategies | forefront of | • Our people | |
| Delivering sustainable | • A world-class Environment and Sustainability | environmental and | • Environment |
| outcomes for investors, | Management System, including policies and | social sustainability, but | • Our customers, |
| customers, communities | procedures for managing environmental and social | acknowledges the | suppliers and |
| and the environment, | sustainability risks | speed of change in this | communities |
| today and for future | • Participation in the S&P Global Corporate Sustainability | area and the need to | |
| generations, is essential. | Assessment, Global Real Estate Sustainability | adapt quickly. It is a | |
| GPT understands and | Benchmark and other industry benchmarks | key focus area. | |
| recognises that changes to | • Climate related risks and potential financial impacts are | ||
| the environment and | assessed within GPT’s enterprise-wide Risk | ||
| society can affect our | Management Framework | ||
| assets and business | • Climate change reporting in line with the | ||
| operations. | recommendations of the Task Force on Climate-related | ||
| Financial Disclosures | |||
| • Active community engagement via The GPT | |||
| Foundation, GPT’s Reconciliation Action Plan and other | |||
| targeted programs | |||
| • A Modern Slavery Statement and program of work in | |||
| response to Modern Slavery legislation |
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GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS’ REPORT
For the half year ended 30 June 2022
| Change in Risk for 6 | Value Creation Input | ||
|---|---|---|---|
| Risks | Our Response | months to June 2022 | Affected |
| Technology and Cyber | • A comprehensive technology risk management | No change | • Real estate |
| Security | framework including third party risk management | There has been no | • Our people |
| procedures around cyber security | material change in | • Our customers, | |
| Our ability to prevent | • Information Management policy, guidelines and | GPT's technology and | suppliers and |
| critical outages, ensure | standards | cyber security risk | communities |
| ongoing available system | • Policies, guidelines and standards for Information | profile during the | |
| access and respond to | Management and Privacy | period. Cyber security | |
| major cyber security | • Security testing and training completed by a specialist | threats are assessed | |
| threats and breaches of | external security firm, including penetration testing, | on an ongoing basis, | |
| our information technology | phishing exercises and social engineering testing | with systems and | |
| systems is vital to ensure | • A Disaster Recovery Plan including annual disaster | processes to respond | |
| ongoing business | recovery testing, and a comprehensive Cyber Security | to threats tested | |
| continuity and the safety of | Incident Response Plan | regularly. | |
| people and assets. | • Regular updates to technology hardware and software | ||
| incorporating recommended security patches | |||
| • External specialists and technology solutions in place | |||
| to monitor GPT platforms | |||
| • Annual cyber risk assessments | |||
| • An Information Security Risk and Compliance | |||
| Committee overseeing information security | |||
| • Alignment to the National Institute of Standards and | |||
| Technology (NIST) Cyber Security Framework | |||
| Compliance and | • An experienced management team with Legal, Tax, | No change | • Our investors |
| Regulation | Finance, Compliance and Risk Management expertise | There has been no | • Real estate |
| • Engagement of external expert advisors as required | material change in | • Our people | |
| We ensure compliance | • An internal and external audit program overseen by the | GPT's compliance and | • Environment |
| with all applicable | Audit Committee of the Board | regulatory risk during | • Our customers, |
| regulatory requirements | • Active management of the Group’s Compliance Plans, | the period. | suppliers and |
| through our established | in accordance with the requirements of the | communities | |
| policies and frameworks. | Corporations Law | ||
| • Internal committees such as a Continuous Disclosure | |||
| Committee, a Data Privacy Committee and a Cyber | |||
| Security Governance Committee to monitor key | |||
| compliance risks | |||
| • An Anti-money Laundering and Counter-terrorism | |||
| Financing Policy, a Conflicts Management Policy, a | |||
| Whistleblower Policy, a Code of Conduct and other | |||
| internal policies and procedures which are reviewed | |||
| and enforced | |||
| • An ongoing program of training which addresses all key | |||
| compliance requirements | |||
| • Active involvement in the Property Council of Australia | |||
| and other industry bodies |
2. CLIMATE-RELATED RISK
The need for urgent global action to address climate change has seen increased acceptance and rising momentum over the past year, following events such as the COP26 United Nations Climate Change Conference in October 2021. The outcomes of COP26 highlight the importance of action in this decade to halve emissions by 2030 to have the best chance of keeping global temperatures below 1.5 degrees Celsius.
As the owner and manager of a $27.4 billion portfolio of office, logistics and retail properties across Australia, GPT recognises the importance of identifying, monitoring and transparently reporting the climate change risks and opportunities that could have a material impact on its assets and on the communities in which it operates.
Climate risk considerations inform key decision-making across the Group, both to reduce the impact of our business on the environment and to ensure the resilience of our assets to climate change. These range from resilience planning for a fast transition to a low carbon energy supply to scenario modelling and adaptation planning for future physical impacts during asset acquisitions, major development projects and major lifecycle upgrades.
Governance
GPT’s approach to managing climate change risk is overseen by the Board and the Sustainability and Risk Committee (SRC). Management reports to the SRC on sustainability matters such as climate change risks and opportunities, compliance with GPT's Environmental Management System and the delivery and assurance of environmental performance targets.
Strategy
GPT’s overarching business strategy is outlined in the Our Strategy section of The GPT Group 2021 Annual Report. In 2021, the Group's strategy was refined to include ESG leadership as a strategic priority that will drive our ability to create value in the future. The proactive identification and management of key risks and opportunities, including those related to climate change, support the achievement of the Group’s strategy.
Our business strategy of owning, managing, and developing a diversified, high quality portfolio of property assets principally located in Australian capital cities and established regional centres, ensures that we are well positioned to manage stresses and shocks, including those from climate change.
9
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS’ REPORT
For the half year ended 30 June 2022
This strategy also supports a long-term approach to investment in initiatives to help achieve our sustainability goals, including tools to inform building design and operations, and climate scenario modelling. This benefits our tenants and our broader stakeholders and improves the resilience of our assets to the impacts of physical climate risks.
GPT has adopted two global warming scenarios to model the potential future impacts of climate change on its business and to ensure these impacts and opportunities are considered in developing the Group’s strategy.
The Group implemented a range of mitigation and adaptation planning strategies in response to climate change and it is seeing tangible results.
In February this year, Brisbane and its surrounding areas experienced severe flooding, which caused widespread damage and power outages for many businesses and buildings in the city. Centrally located on the Riverside precinct, our iconic One One One Eagle Street and Riverside Centre locations were highly exposed due to the continued swelling of the Brisbane River. However, key capital works and risk management activities that were undertaken following the 2011 flood event, ensured that both buildings were protected and accessible.
This strategic flood mitigation investment, which included newly installed floodgates, sewer and stormwater diversion works and an updated flood management plan, was instrumental in keeping our assets fully operational and the fast actions taken by the building management team meant our customers had constant access, with full services such as electricity, water, and lifts remaining available.
Further examples of our adaptation plans, a detailed summary of the scenarios adopted by GPT, and the potential impacts identified by this analysis can be found in the Group’s Climate Disclosure Statement on GPT's website. This Statement is prepared with reference to the Task Force on Climate-related Financial Disclosures (TCFD) recommendations.
Risk Management
Effective risk management is fundamental to GPT’s ability to achieve its strategic and operational objectives. By understanding and effectively managing risk, GPT can create and protect enterprise value and provide greater certainty and confidence for stakeholders.
Applying our enterprise-wide Risk Management Framework, GPT’s Risk Team monitors the operation of risk management processes and assists in the identification, assessment, treatment and monitoring of identified risks. The Risk Team supports the Leadership Team, the GPT Board, the Funds Management Board, and their respective committees, in ensuring that the Group manages risk appropriately.
Climate change risk is included on GPT’s Key Risk Dashboard, which is reviewed every six months by the Board Sustainability and Risk Committee and quarterly by the Leadership Team. The Committee receives quarterly updates on the status of the actions and commitments disclosed in the metrics and targets section of GPT’s Climate Disclosure Statement.
Since 2018, GPT’s Energy Management Plan has paid particular attention to the risks of rising energy costs and reduced reliability of supply as the grid transitions from ageing coal-fired power to renewable energy.
The Plan has three key pillars – decarbonisation, resilient energy supplies and partnerships. Energy efficiency anchors our decarbonisation strategy, with our average building efficiency improving by over 50% since 2005. This has delivered both emissions reductions and significant financial savings to mitigate rising energy prices. Additionally, progressive procurement when buying energy means GPT can optimise energy purchases at less volatile times in the market cycles. On-site solar PV (photo voltaic arrays) projects also reduce exposure to energy market increases.
In addition, the Group has been implementing innovative energy resilience plans with its energy partners. These demand-side flexibility programs use predictive technology to better match our energy consumption to supply availability, allowing us to use less energy when there are supply constraint issues in the grid. Backup generators are utilised when there are severe supply constraints, and GPT are now starting to introduce large battery storage into buildings to further improve resilience. With these processes, we describe our buildings as ‘Smart Energy Hubs’ that are part of the solution for us all to transition to a renewable and sustainable future.
In implementing these three strategies, GPT will see minimal impact on the cost of operating its buildings due to energy market volatility over the next 18 months and it is closely watching the 2024 markets for any longer-term risks.
Metrics and Targets
GPT monitors its direct climate impacts and reports on emissions, energy, water and waste for each property annually. Our Environment Dashboard includes a portfolio-level summary for all key metrics — electricity, water, fuels, recycling, and emissions — since 2005.
GPT obtains independent external assurance over sustainability performance data including the following climate change metrics: energy consumption and energy production in base building and tenancies, Scope 1 and Scope 2 greenhouse gas emissions, water consumption, waste generated, and materials recycled by grade.
GPT sets environmental performance and resilience targets, driven by operational optimisation programs and capital upgrades. Medium to long-term operational emissions targets are also set at a portfolio level to inform energy procurement and offsets.
GPT obtains external certification of its carbon neutral status through the Australian Government Climate Active for Buildings Certification, which covers material Scope 1, 2, and 3 emissions.
In addition, GPT’s corporate activities and business premises, including its travel and consumables, have been certified as carbon neutral by Climate Active since 2011.
Find out more
GPT's Climate Disclosure Statement is available on our website: www.gpt.com.au
10
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS’ REPORT
For the half year ended 30 June 2022
3. EVENTS SUBSEQUENT TO REPORTING DATE
GPT Management Holdings Limited paid the final deposit of $6,384,000 for 865 Boundary Road, Truganina on 30 June 2022 bringing the total paid to $7,511,000. Settlement occurred on 1 July 2022. This asset will be classified as inventory thereafter.
Other than the above, the Directors are not aware of any matter or circumstances occurring since 30 June 2022 that has significantly or may significantly affect the operations of the Consolidated Entity, the results of those operations or the state of affairs of the Consolidated Entity in the subsequent financial years.
4. DIRECTORS
The Directors of GPT Management Holdings Limited and GPT RE Limited at any time during or since the end of the half year are:
Chairman, Non-Executive Director
Vickki McFadden (joined the Board in March 2018, appointed Chairman in May 2018)
Chief Executive Officer and Managing Director
Bob Johnston (joined the Board in September 2015)
Non-Executive Directors
Anne Brennan (joined the Board on 1 May 2022)
Tracey Horton AO (joined the Board in May 2019)
Angus McNaughton (joined the Board in November 2018 and retired on 11 May 2022)
Mark Menhinnitt (joined the Board in October 2019)
Michelle Somerville (joined the Board in December 2015)
Robert Whitfield AM (joined the Board in May 2020)
5. 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 12 and forms part of the Directors’ Report.
6. ROUNDING OF AMOUNTS
The amounts contained in this report and in the financial statements have been rounded to the nearest thousand dollars unless otherwise stated (where rounding is applicable) under the option available to the Consolidated Entity under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191. The Consolidated Entity is an entity to which the Instrument applies.
The Directors’ Report is signed in accordance with a resolution of the Directors of GPT Management Holdings Limited.
==> picture [95 x 24] intentionally omitted <==
==> picture [73 x 35] intentionally omitted <==
_____ __________ Vickki McFadden Bob Johnston Chairman Chief Executive Officer and Managing Director
Sydney 15 August 2022
11
==> picture [78 x 59] intentionally omitted <==
Auditor’s Independence Declaration
As lead auditor for the review of GPT Management Holdings Limited for the half-year ended 30 June 2022, I declare that to the best of my knowledge and belief, there have been:
-
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
-
(b) no contraventions of any applicable code of professional conduct in relation to the review.
This declaration is in respect of GPT Management Holdings Limited and the entities it controlled during the period.
==> picture [115 x 22] intentionally omitted <==
Susan Horlin Sydney Partner 15 August 2022 PricewaterhouseCoopers
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
12
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Half year ended 30 June 2022
| Note | 30 Jun 22 30 Jun 21 $'000 $'000 |
|---|---|
| Revenue Funds management fees Property management fees Development management fees Management costs recharged Other income Interest revenue Proceeds from sale of inventory Total revenue and other income Expenses Remuneration expenses Cost of sale of inventory Share of after tax loss/(profit) of equity accounted investments Property expenses and outgoings Technology expenses Professional fees Depreciation of right-of-use asset Depreciation Amortisation Revaluation of financial arrangements Impairment (reversal)/expense Finance costs Other expenses Total expenses Profit before income tax Income tax expense Net profit for the half year Other comprehensive income Items that may be reclassified to profit and loss Net foreign exchange translation adjustments Total comprehensive profit for the half year Net profit attributable to: - Members of the Company - Non-controlling interest Total comprehensive income attributable to: - Members of the Company - Non-controlling interest Earnings per share attributable to the ordinary equity holders of the Company Basic and diluted earnings per share (cents per share) - total 8(a) |
53,144 48,311 21,439 21,400 11,616 9,826 15,550 15,353 |
| 101,749 94,890 |
|
| 30 67 — 11,716 |
|
| 30 11,783 |
|
| 101,779 106,673 |
|
| 60,140 56,646 — 9,727 75 (6) 1,881 1,672 7,724 5,389 2,146 2,088 5,333 4,837 1,182 1,235 800 1,024 783 (11,320) (2,383) 2,405 1,543 2,110 6,503 6,037 |
|
| 85,727 81,844 |
|
| 16,052 24,829 |
|
| 4,696 4,252 |
|
| 11,356 20,577 |
|
| (9) — |
|
| 11,347 20,577 |
|
| 11,392 20,574 (36) 3 11,383 20,574 (36) 3 |
|
| 0.59 1.06 |
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
13
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2022
| Note | 30 Jun 22 31 Dec 21 $'000 $'000 |
|---|---|
| ASSETS Current assets Cash and cash equivalents Trade receivables Other receivables Current tax asset Inventories 4 Prepayments Total current assets Non-current assets Intangible assets 3 Property, plant and equipment 5 Inventories 4 Equity accounted investments 2 Right-of-use assets Deferred tax asset Other assets 6 Total non-current assets Total assets LIABILITIES Current liabilities Payables Current tax liability Provisions Borrowings 10 Lease liabilities Total current liabilities Non-current liabilities Borrowings 10 Provisions Lease liabilities Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity 7 Reserves Accumulated losses Total equity attributable to Company members Non-controlling interests Total equity |
17,990 16,590 57,523 52,018 20,444 19,777 197 — 14,724 14,565 2,776 7,041 |
| 113,654 109,991 |
|
| 12,818 13,029 8,490 9,154 97,582 94,115 24,587 24,634 41,495 44,436 23,104 26,625 13,101 5,067 |
|
| 221,177 217,060 |
|
| 334,831 327,051 |
|
| 17,896 29,337 — 6,083 18,622 19,641 2,547 2,370 10,696 10,353 |
|
| 49,761 67,784 |
|
| 161,985 144,367 8,528 6,269 42,671 48,106 |
|
| 213,184 198,742 |
|
| 262,945 266,526 |
|
| 71,886 60,525 |
|
| 331,842 331,842 18,240 18,235 (296,030) (307,422) |
|
| 54,052 42,655 |
|
| 17,834 17,870 |
|
| 71,886 60,525 |
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
14
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Half year ended 30 June 2022
| Note Equity attributable to Company Members |
Company Non-controlling interests |
|---|---|
| Contributed Reserves Accumulated Total Contributed Accumulated Total Total equity losses equity losses equity $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 |
|
| 331,974 17,982 (329,329) 20,627 21,172 (2,599) 18,573 39,200 |
|
| At 1 January 2021 | |
| Other comprehensive income for the half year Profit for the half year Total comprehensive income for the half year Transactions with Members in their capacity as Members On-market share buy back 7 Movement in employee incentive security scheme reserve net of tax Reclassification of employee incentive security scheme reserve to accumulated losses At 30 June 2021 Equity attributable to Company Members At 1 January 2022 Foreign currency translation reserve Other comprehensive income for the half year Profit for the half year Total comprehensive income for the half year Transactions with Members in their capacity as Members Movement in employee incentive security scheme reserve net of tax At 30 June 2022 |
— — — — — — — — — — 20,574 20,574 — 3 3 20,577 |
| — — 20,574 20,574 — 3 3 20,577 (132) — — (132) — — — (132) — 156 — 156 — — — 156 — 11 (11) — — — — — |
|
| 331,842 18,149 (308,766) 41,225 21,172 (2,596) 18,576 59,801 |
|
| 331,842 18,235 (307,422) 42,655 21,172 (3,302) 17,870 60,525 — (9) — (9) — — — (9) |
|
| — (9) — (9) — — — (9) — — 11,392 11,392 — (36) (36) 11,356 |
|
| — (9) 11,392 11,383 — (36) (36) 11,347 — 14 — 14 — — — 14 |
|
| 331,842 18,240 (296,030) 54,052 21,172 (3,338) 17,834 71,886 |
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
15
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Half year ended 30 June 2022
| Note | 30 Jun 22 30 Jun 21 $'000 $'000 |
|---|---|
| Cash flows from operating activities Receipts in the course of operations (inclusive of GST) Payments in the course of operations (inclusive of GST) Proceeds from the sale of inventories Payments for inventories Interest received Finance costs paid Income taxes paid Net cash (outflows)/inflows from operating activities 11 Cash flows from investing activities Payments for property, plant and equipment Payments for intangibles Net cash outflows from investing activities Cash flows from financing activities Payment for on-market buy-back of securities Repayments of related party borrowings Proceeds from related party borrowings Repayments of borrowings Proceeds from borrowings Principal elements of lease payments Net cash inflows/(outflows) from financing activities Net cash increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the half year Cash and cash equivalents at the end of the half year |
105,056 99,358 (95,206) (72,675) — 11,716 (9,702) (1,776) 34 34 (930) (1,005) (7,446) (2,473) |
| (8,194) 33,179 |
|
| (633) (638) (686) (1,075) |
|
| (1,319) (1,713) |
|
| — (132) (117,032) (76,308) 132,862 45,885 — (1,734) 175 142 (5,092) (4,382) |
|
| 10,913 (36,529) |
|
| 1,400 (5,063) 16,590 22,968 |
|
| 17,990 17,905 |
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
16
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
Half year ended 30 June 2022
These are the consolidated financial statements of GPT Management Holdings Limited and its controlled entities (the Consolidated Entity).
The notes to these financial statements have been organised into sections to help users find and understand the information they need to know. Additional information has also been provided where it is helpful to understand the Consolidated Entity’s performance.
The notes to the financial statements are organised into the following sections: Note 1 - Result for the half year : focuses on results and performance of the Consolidated Entity. Notes 2 to 6 - Operating assets : provides information on the assets used to generate the Consolidated Entity’s trading performance. Notes 7 to 10 - Capital structure : outlines how the Consolidated Entity manages its capital structure and various financial risks. Notes 11 to 16 - Other disclosure items : provides information on other items that must be disclosed to comply with Australian Accounting Standards and other regulatory pronouncements.
Key judgements, estimates and assumptions
In applying the Consolidated Entity’s accounting policies, management have made a number of judgements, estimates and assumptions regarding future events.
The Consolidated Entity has assessed key judgements and estimates in light of COVID-19 and adjusted the underlying assumptions accordingly.
The following judgements and estimates have the potential to have a material impact on the financial statements:
| Financial statement item | Area of judgements and estimates | Note |
|---|---|---|
| Equity accounted investments | Assessment of control versus disclosure guidance | 2 |
| Management rights with indefinite life | Impairment trigger and recoverable amounts | 3 |
| IT development and software | Impairment trigger and recoverable amounts | 3 |
| Inventories | Lower of cost and net realisable value | 4 |
| Property, plant and equipment | Useful life | 5 |
| Related party borrowings at fair value | Fair value | 10 |
| Investment in financial assets | Fair value | 14 |
| Lease liabilities | Lease term and incremental borrowing rate | 15(c)(iii) |
| Right-of-use assets | Impairment trigger and recoverable amounts | 15(c)(iii) |
| Deferred tax assets | Recoverability | 15(c)(iv) |
| Security based payments | Fair value | 15(c)(v) |
| Provisions | Estimates of future obligations and probability of outflow | 15(c)(vi) |
RESULT FOR THE HALF YEAR
1. SEGMENT INFORMATION
The chief operating decision makers monitor the performance of the business in a manner consistent with that of the financial report. Refer to the Consolidated Statement of Comprehensive Income for the segment financial performance and the Consolidated Statement of Financial Position for the total assets and liabilities.
OPERATING ASSETS
2. EQUITY ACCOUNTED INVESTMENTS
| 2. EQUITY ACCOUNTED INVESTMENTS |
|
|---|---|
| Note | 30 Jun 22 31 Dec 21 |
| $'000 $'000 |
|
| Investments in joint ventures (i) Investments in associates (ii) |
|
| 14,586 14,633 10,001 10,001 |
|
| Total equity accounted investments | 24,587 24,634 |
17
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
Half year ended 30 June 2022
Details of equity accounted investments
| Details of equity accounted investments | |
|---|---|
| Name Principal activity Ownership interest |
|
| 30 Jun 22 31 Dec 21 % % |
30 Jun 22 31 Dec 21 |
| $'000 $'000 |
|
| (i) Joint ventures | |
| Lendlease GPT (Rouse Hill) Pty Limited(1) Property development 50.00 50.00 |
14,586 14,633 |
| Total investment in joint ventures (ii) Associates |
14,586 14,633 |
| DPT Operator No. 1 Pty Limited Management 91.67 91.67 DPT Operator No. 2 Pty Limited Management 91.67 91.67 |
— — 1 1 |
| GPT Funds Management Limited Funds management 100.00 100.00 |
10,000 10,000 |
| Total investment in associates | 10,001 10,001 |
(1) The entity has a 30 June balance date. The Consolidated Entity has a 50 per cent interest in Lendlease GPT (Rouse Hill) Pty Limited, a joint venture developing residential and commercial land at Rouse Hill, in partnership with Landcom and the NSW Department of Planning. The Consolidated Entity’s interest is held through a subsidiary that is 52 per cent owned by the Consolidated Entity and 48 per cent owned by the Trust.
3. INTANGIBLE ASSETS
| Management IT development rights and software Total $'000 $'000 $'000 |
|
|---|---|
| Cost At 1 January 2021 Additions Write-off At 31 December 2021 Additions At 30 June 2022 Accumulated amortisation and impairment At 1 January 2021 Amortisation Impairment Write-off At 31 December 2021 Amortisation At 30 June 2022 Carrying amounts At 31 December 2021 At 30 June 2022 |
52,042 54,223 106,265 — 4,357 4,357 — (12,268) (12,268) |
| 52,042 46,312 98,354 — 589 589 |
|
| 52,042 46,901 98,943 (41,857) (39,669) (81,526) — (2,154) (2,154) (10,185) (3,728) (13,913) — 12,268 12,268 |
|
| (52,042) (33,283) (85,325) — (800) (800) |
|
| (52,042) (34,083) (86,125) — 13,029 13,029 |
|
| — 12,818 12,818 |
Management Rights
Management rights include property management and development management rights. Rights are initially measured at cost and rights with a definite life are subsequently amortised over their useful life.
For the management rights of Highpoint Shopping Centre, management considers the useful life as indefinite as there is no fixed term included in the management agreement. Therefore, the Consolidated Entity considered indicators of impairment or reversal at balance date. Assets are impaired if the carrying value exceeds their recoverable amount. As the asset was impaired in full at 31 December 2021, management determined that there were no indicators of impairment reversal present at 30 June 2022 and as such the nil carrying value remains appropriate.
IT development and software
Costs incurred in developing systems and acquiring software and licenses that will contribute future financial benefits and which the Consolidated Entity controls (therefore excluding Software as a Service) are capitalised until the software is capable of operating in the manner intended by management. These include external direct costs of materials and services and direct payroll and payroll related costs of employees’ time spent on the project. Amortisation is calculated on a straight-line basis over the length of time that benefits are expected to be received, generally ranging from 5 to 10 years.
IT development and software are assessed for impairment at each reporting date by evaluating if any impairment triggers exist. Where impairment indicators exist, management calculates the recoverable amount. The asset is impaired if the carrying value exceeds the recoverable amount. Critical judgements are made by management in setting appropriate impairment indicators and assumptions used to determine the recoverable amount.
Management believe the carrying value reflects the recoverable amount.
Costs incurred in relation to Software as a Service are recognised as an expense as incurred.
18
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
Half year ended 30 June 2022
4. INVENTORIES
| 4. INVENTORIES |
|
|---|---|
| 30 Jun 22 31 Dec 21 $'000 $'000 |
|
| Properties held for sale Development properties Current inventories Development properties Non-current inventories Total inventories |
8,400 8,400 6,324 6,165 |
| 14,724 14,565 |
|
| 97,582 94,115 |
|
| 97,582 94,115 |
|
| 112,306 108,680 |
Properties held as inventory to be sold are stated at the lower of cost and net realisable value (NRV).
Cost
Cost includes the cost of acquisition and any subsequent capital additions. For development properties, cost also includes development, finance costs and all other costs directly related to specific projects including an allocation of direct overhead expenses. Post completion of the development, finance costs and other holding charges are expensed as incurred. When inventories are sold, the carrying amount of those inventories is recognised as an expense in the period in which the related revenue is recognised. For wholly owned, internally managed developments, this expense is determined on a forward looking, revenue proportional basis.
NRV
The NRV is the estimated selling price in the ordinary course of business less estimated costs to sell. At each reporting date, management reviews these estimates by taking into consideration:
-
the most reliable evidence; and
-
any events which confirm conditions existing at the period end and cause any fluctuations of selling price and costs to sell.
The amount of any inventory write down is recognised as an impairment expense in the Consolidated Statement of Comprehensive Income.
The Consolidated Entity completed NRV assessments for each inventory asset for the half year and has compared the results to the cost of each asset.
On 29 November 2021, the Consolidated Entity acquired three assets from the Ascot property portfolio. The assets are expected to be sold in the next 12 months and are therefore classified as properties held for sale.
5. PROPERTY, PLANT AND EQUIPMENT
| 5. PROPERTY, PLANT AND EQUIPMENT |
|
|---|---|
| 30 Jun 22 31 Dec 21 $'000 $'000 |
|
| Computers At cost Less: accumulated depreciation Total computers Office fixtures and fittings At cost Less: accumulated depreciation Less: accumulated impairment Total office fixtures and fittings Total property, plant and equipment |
22,027 21,527 (16,946) (16,151) |
| 5,081 5,376 |
|
| 15,989 15,971 (12,245) (11,858) (335) (335) |
|
| 3,409 3,778 |
|
| 8,490 9,154 |
19
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
Half year ended 30 June 2022
Reconciliations of the carrying amount of property, plant and equipment at the beginning and end of the financial period are set out below:
| Office fixtures Computers & fittings Total $'000 $'000 $'000 |
|
|---|---|
| At 1 January 2021 Opening carrying value Additions Disposals Transfers Depreciation Impairment |
5,002 5,603 10,605 1,492 93 1,585 (57) (134) (191) 551 (551) — (1,612) (898) (2,510) — (335) (335) |
| At 31 December 2021 | 5,376 3,778 9,154 |
| At 1 January 2022 Opening carrying value Additions Disposals Depreciation At 30 June 2022 |
5,376 3,778 9,154 519 18 537 (19) — (19) (795) (387) (1,182) |
| 5,081 3,409 8,490 |
The value of property, plant and equipment is measured as the cost of the asset less depreciation and impairment. The cost of the asset includes acquisition costs and any costs directly attributable to bring the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Consolidated Entity and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Consolidated Statement of Comprehensive Income during the financial period in which they are incurred.
Depreciation
Items of property, plant and equipment are depreciated on a straight-line basis over their useful lives. The estimated useful life is between 3 and 40 years.
Impairment
The Consolidated Entity tests property, plant and equipment for impairment where there is an indicator that the asset may be impaired. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
The Consolidated Entity has assessed the property plant and equipment for impairment indicators and believe the current carrying values are appropriate.
Disposals
Gains and losses on disposals are determined by comparing proceeds from disposals with the carrying amount of the property, plant and equipment and are included in the Consolidated Statement of Comprehensive Income in the period of disposal.
6. OTHER ASSETS
| 30 Jun 22 31 Dec 21 |
|
|---|---|
| $'000 $'000 |
|
| Lease incentive assets Investment in financial assets Other assets Total other assets |
257 307 1,200 — 11,644 4,760 |
| 13,101 5,067 |
20
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
Half year ended 30 June 2022
CAPITAL STRUCTURE
7. EQUITY
| Number $'000 |
|
|---|---|
| Ordinary stapled securities Opening securities on issue at 1 January 2021 On-market share buy-back(1) |
1,947,929,316 331,974 (32,351,886) (132) |
| Closing securities on issue at 30 June 2021 | 1,915,577,430 331,842 |
| Opening securities on issue at 1 January 2022 Closing securities on issue at 30 June 2022 |
1,915,577,430 331,842 |
| 1,915,577,430 331,842 |
(1) On 15 February 2021, GPT announced an on-market buy-back of GPT securities, with transactions occurring between 3 March 2021 and 1 June 2021 at an average price of $4.54 per security. The proportion of the proceeds of the share buy back allocated to the Company was based on the relative net asset value between the Trust and the Company.
Ordinary stapled securities are classified as equity and recognised at the fair value of the consideration received by GPT. Any transaction costs arising on the issue and buy-back of ordinary securities are recognised directly in equity as a reduction, net of tax, of the proceeds received or added to the consideration paid for securities bought back.
8. EARNINGS PER SHARE
(a) Basic and diluted earnings per share
| 30 Jun 22 30 Jun 21 Cents Cents |
|
|---|---|
| Total basic and diluted earnings per share (b) The profit used in the calculation of the basic and diluted earnings per share is as follows: Profit/(loss) reconciliation - basic and diluted |
0.59 1.06 |
| 30 Jun 22 30 Jun 21 |
|
| $'000 $'000 |
|
| Profit from continuing operations (Loss)/profit attributed to external non-controlling interest |
11,392 20,574 (36) 3 |
| 11,356 20,577 |
(c) WANOS
The weighted average number of ordinary shares (WANOS) used in the calculations of basic and diluted earnings per ordinary share are as follows:
| 30 Jun 22 30 Jun 21 Number of Number of shares shares ‘000s ‘000s |
|
|---|---|
| WANOS used as denominator in calculating basic earnings per ordinary share Performance security rights (weighted average basis)(1) WANOS used as denominator in calculating diluted earnings per ordinary share |
1,915,577 1,933,232 1,198 264 |
| 1,916,775 1,933,496 |
(1) Performance security rights granted under the Long Term Incentive plan are only included in dilutive earnings per ordinary share where the performance hurdles are expected to be met as at the half year end.
Calculation of earnings per share
Basic earnings per share is calculated as net profit or loss attributable to ordinary shareholders of the Company, divided by the WANOS outstanding during the financial period which is adjusted for bonus elements in ordinary shares issued during the financial period.
Diluted earnings per share is calculated as net profit or loss attributable to ordinary shareholders of the Company divided by the WANOS and dilutive potential ordinary securities. Where there is no difference between basic earnings per share and diluted earnings per share, the term basic and diluted earnings per ordinary share is used.
9. DIVIDENDS PAID AND PAYABLE
No dividends have been paid or declared for the half year to 30 June 2022 (2021: nil).
21
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
Half year ended 30 June 2022
10. BORROWINGS
| 30 Jun 22 31 Dec 21 Carrying amount(1) Fair value(2) Carrying amount(1) Fair value(2) $'000 $'000 $'000 $'000 |
|
|---|---|
| Current borrowings at amortised cost - secured Current borrowings Non-current borrowings from joint ventures at amortised cost Non-current related party borrowings from GPT Trust at amortised cost Non-current related party borrowings from GPT Trust at fair value Non-current borrowings Total borrowings |
2,547 2,548 2,370 2,373 |
| 2,547 2,548 2,370 2,373 |
|
| 6,636 6,636 6,636 6,636 117,893 117,893 100,862 100,862 37,456 37,456 36,869 36,869 |
|
| 161,985 161,985 144,367 144,367 |
|
| 164,532 164,533 146,737 146,740 |
(1) Including unamortised establishment costs. (2) For the majority of borrowings, the carrying amount approximates its fair value. Excluding unamortised establishment costs.
The related party borrowings from GPT Trust at fair value are subject to limited recourse based on available funds determined by the repayment fund calculation in the loan agreement. During the period, management determined the fair value of these borrowings by forecasting a best estimate of future repayments. The repayments have been discounted at a risk adjusted rate appropriate to the Consolidated Entity to determine the fair value. This has resulted in a revaluation increase of $587,000 being recognised on the face of the Consolidated Statement of Comprehensive Income during the period as a result of the historical loans with the Trust being valued at $37,456,000 at 30 June 2022 (Dec 2021: $36,869,000). Refer to note 14 for further information on the fair value calculations.
GPT Trust has suspended interest in connection with the above loans from 3 September 2015. The lender has the option to reinstate interest. The loans are accounted for as non-revolving interest free borrowings that are revalued each reporting date in accordance with accounting standards. Borrowings other than interest free loans are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Under this method, any transaction fees, costs, discounts and premiums directly related to the borrowings are recognised in the Consolidated Statement of Comprehensive Income over the expected life of the borrowings.
All borrowings with maturities greater than 12 months after reporting date are classified as non-current liabilities.
When the terms of a financial liability are modified, AASB 9 requires an entity to perform an assessment to determine whether the modified terms are substantially different from the existing financial liability. Where a modification is substantial, it will be accounted for as an extinguishment of the original financial liability and a recognition of a new financial liability. Where the modification does not result in extinguishment, the difference between the existing carrying amount of the financial liability and the modified cash flows discounted at the original effective interest rate is recognised in the Consolidated Statement of Comprehensive Income as gain/loss on modification of financial liability. Management has assessed the modification of terms requirements within AASB 9 and have concluded that these will not have a material impact for the Consolidated Entity for the half year ended 30 June 2022.
The maturity profile of borrowings is provided below:
| Total Used facility(1) facility(1) $'000 $'000 |
Unused facility $'000 |
|
|---|---|---|
| Due within one year Due between one and five years Due after five years Cash and cash equivalents Less: cash and cash equivalents held for AFSLs Total financing resources available at the end of the half year |
2,723 2,548 149,035 107,667 419,918 412,781 571,676 522,996 |
175 41,368 7,137 |
| 48,680 17,990 (10,400) |
||
| 56,270 |
(1) Excludes unamortised establishment costs and fair value adjustments.
Cash and cash equivalents includes cash on hand, cash at bank and short term money market deposits.
The borrowings set out in the maturity tables above include the nominal value of the related party loans which are held at face value.
22
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
Half year ended 30 June 2022
OTHER DISCLOSURE ITEMS
11. CASH FLOW INFORMATION
Cash flows from operating activities
Reconciliation of net profit after income tax to net cash inflows from operating activities:
| Reconciliation of net profit after income tax to net cash inflows from operating activities: | |
|---|---|
| 30 Jun 22 30 Jun 21 $'000 $'000 |
|
| Net profit for the year Share of after tax loss/(profit) of equity accounted investments (net of distributions) Impairment (reversal)/expense Non-cash employee benefits - security based payments Fair value movement of investment in Trust Interest capitalised Amortisation of rental abatement Depreciation expense Depreciation of right-of-use assets Amortisation expense Non-cash finance costs Revaluation of financial arrangements Profit on sale of inventory Payments for inventories Proceeds from inventories Decrease in operating assets (Decrease)/increase in operating liabilities Other Net cash (outflows)/inflows from operating activities |
11,356 20,577 75 (6) (2,383) 2,405 1,565 769 196 — (638) (485) 4 59 1,182 1,235 5,333 4,837 800 1,024 1,235 2,461 587 (11,320) — (1,988) (9,702) (1,776) — 11,716 217 1,174 (18,044) 2,420 23 77 |
| (8,194) 33,179 |
12. COMMITMENTS
(a) Capital expenditure commitments
Capital expenditure commitments at 30 June 2022 were $2,720,000 (Dec 2021: $3,256,000).
Commitments arise from the purchase of plant and equipment and intangibles, which have been contracted for at balance date but not recognised on the Consolidated Statement of Financial Position.
(b) Commitments relating to equity accounted investments
| 30 Jun 22 31 Dec 21 $'000 $'000 |
|
|---|---|
| Capital expenditure commitments Total joint venture and associates commitments |
150 61 |
| 150 61 |
The capital expenditure commitments in the Consolidated Entity’s equity accounted investments at 30 June 2022 relate to Lendlease GPT (Rouse Hill) Pty Limited (Dec 2021: Lendlease GPT (Rouse Hill) Pty Limited).
13. CONTINGENT LIABILITIES
A contingent liability is a liability that is not sufficiently certain to qualify for recognition as a provision where uncertainty may exist regarding the outcome of future events.
The Company has provided guarantees over GPT RE Limited as responsible entity of the Trust’s obligations under various financing arrangements (including bank facilities, US Private Placement issuances, medium term notes and commercial paper program) and derivative obligations. As at 30 June 2022, the maximum value of these obligations assuming all the loans are fully drawn is A$5.5 billion, with the latest maturity covered by these guarantees in December 2035.
Apart from the matter referred to above, there are no other material contingent liabilities at reporting date.
14. FAIR VALUE DISCLOSURES
Information about how the fair value of financial instruments are calculated and other information required by the accounting standards, including the valuation process and critical assumptions underlying the valuations are disclosed below.
23
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
Half year ended 30 June 2022
(a) Fair value measurement, valuation techniques and inputs
| Class of assets / | Fair value | Valuation | Classification under | Inputs used to | Range of unobservable inputs | Range of unobservable inputs |
|---|---|---|---|---|---|---|
| liabilities | hierarchy | technique | AASB 9 | measure fair value | 30 Jun 22 | 31 Dec 21 |
| Investment in financial | Level 1 | Market price | Fair value through the | Market price | Not applicable - observable input | |
| assets | profit and loss | |||||
| Interest free loans from | Level 3 | Discounted cash | Fair value through the | Discount rate | 6.92% | 5.81% |
| the Trust | flow | profit and loss |
The different levels of the fair value hierarchy have been defined as follows:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
15. ACCOUNTING POLICIES, KEY JUDGEMENTS AND ESTIMATES
(a) Basis of preparation
The general purpose financial report has been prepared:
-
in accordance with the requirements of the Company’s constitution, Corporations Act 2001 , Australian Accounting Standard AASB 134 Interim Financial Reporting;
-
in accordance with the recognition and measurement requirements of the International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board (IASB);
-
on a going concern basis. The Consolidated Entity has prepared an assessment of its ability to continue as a going concern, taking into account all available information for a period of 12 months from the date of these financial statements. As set out in note 10, the Consolidated Entity has access to $56,270,000 in cash and undrawn loan facilities and future cashflow assessments have been made, taking into consideration appropriate probability-weighted factors. The Consolidated Entity is confident in the belief it will realise its assets and settle its liabilities and commitments in the normal course of business for at least the amounts stated in the financial statements. (Refer to section (b) for further information);
-
under the historical cost convention, as modified by the revaluation for financial assets and liabilities at fair value through the Consolidated Statement of Comprehensive Income;
-
using consistent accounting policies and adjustments to align any dissimilar accounting policies adopted by the controlled entities, associates or joint ventures; and
-
in Australian dollars with all values rounded to the nearest thousand dollars, in accordance with ASIC Corporations (Rounding in Financial/ Directors’ Reports) Instrument 2016/191, unless otherwise stated.
This interim financial report does not include all the notes of the type normally included within the annual financial report. Therefore, it is recommended this report be read in conjunction with the annual financial report for the year ended 31 December 2021.
Comparatives in the financial statements have been restated to the current year presentation.
The financial report was approved by the Board of Directors on 15 August 2022.
(b) Going Concern The Consolidated Entity’s financial position is highly dependent on the financial position of GPT given that the Consolidated Entity is funded through intercompany loans from GPT.
GPT believes it is able to meet its liabilities and commitments as and when they fall due for at least 12 months from the reporting date. In reaching this position, GPT has taken into account the following factors:
-
Available liquidity, through cash and undrawn facilities, of $1,124.0 million (after allowing for refinancing of $517.9 million of outstanding commercial paper) as at 30 June 2022;
-
Weighted average debt expiry of 6.3 years, with less than $55.0 million of debt (excluding commercial paper outstanding) due between the date of this report and 30 June 2023;
-
Primary covenant gearing of 27.5 per cent, compared to a covenant level of 50.0 per cent; and
-
Interest cover ratio at 30 June 2022 of 7.1 times, compared to a covenant level of 2.0 times.
(c) Significant accounting policies
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period with the exception of new and amended standards and interpretations commencing 1 January 2022 which were adopted where applicable.
(i) Revenue
Revenue from contracts with customers
Revenue is recognised over time if:
-
the customer simultaneously receives and consumes the benefits as the entity performs;
-
the customer controls the asset as the entity creates or enhances it; or
-
the seller’s performance does not create an asset for which the seller has an alternative use and there is a right to payment for performance to date.
When the above criteria is not met, revenue is recognised at a point in time.
(ii) Trade receivables
Loans and receivables are initially recognised at fair value and subsequently at amortised cost using the effective interest rate method less any allowance under the ‘expected credit loss’ (ECL) model. The Consolidated Entity holds these financial assets in order to collect the contractual cash flows, and the contractual terms are solely payments of outstanding principal and interest on the principal amount outstanding. All loans and receivables with maturities greater than 12 months after the balance date are classified as non-current assets.
24
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
Half year ended 30 June 2022
Recoverability of receivables
At each reporting date, the Consolidated Entity assesses whether financial assets carried at amortised cost are ‘credit-impaired’. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset is expected to occur.
The Consolidated Entity recognises loss allowances at an amount equal to lifetime ECL on trade and other receivables. Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
Lifetime ECLs are the ECLs result from all possible default events over the expected life of the trade receivable and are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the contracted cash flows due to the Consolidated Entity in accordance with the contract and the cash flows that the Consolidated Entity expects to receive).
The Consolidated Entity analyses the age of outstanding receivable balances and applies historical default percentages adjusted for other current observable data as a means to estimate lifetime ECL. Other current observable data may include:
-
forecasts of economic conditions such as unemployment, interest rates, gross domestic product and inflation; and
-
financial difficulties of a counterparty or probability that a counterparty will enter bankruptcy.
Debts that are known to be uncollectible are written off when identified.
(iii) Leases
Payments associated with short term leases and leases of low value assets are recognised on a straight-line basis as an expense in the Consolidated Statement of Comprehensive Income. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture.
Lease liabilities are initially measured at the present value of the lease payments discounted using the interest rate implicit in the lease. If that rate cannot be determined, the Consolidated Entity’s incremental borrowing rate is used. The incremental borrowing rate is calculated by interpolating or extrapolating secondary market yields on the Group’s domestic medium term notes (MTNs) for a term equivalent to the lease. If there are no MTNs that mature within a reasonable proximity of the lease term, indicative pricing of where the Group can price a new debt capital market issue for a comparative term will be used in the calculation.
Lease liabilities are subsequently measured by:
-
increasing the carrying amount to reflect interest on the lease liabilities;
-
reducing the carrying amount to reflect the lease payments made; and
-
remeasuring the carrying amount to reflect any reassessment or lease modifications.
Interest on the lease liabilities and any variable lease payments not included in the measurement of the lease liabilities are recognised in the Consolidated Statement of Comprehensive Income in the period in which they relate. Interest on lease liabilities included in finance costs in the Consolidated Statement of Comprehensive Income totalled $880,000 for the half year (Jun 2021: $923,000).
Right-of-use assets are measured at cost less depreciation and impairment and adjusted for any remeasurement of the lease liability. The cost of the asset includes:
-
the amount of the initial measurement of the lease liability;
-
any lease payments made at or before the commencement date less any lease incentives received;
-
any initial direct costs; and
-
restoration costs.
Additions to the right-of-use assets during the half year were nil (Dec 2021: $13,063,000).
Right-of-use assets are depreciated on a straight-line basis from the commencement date of the lease to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The Consolidated Entity determines the lease term as the non-cancellable period of a lease together with both:
-
the periods covered by an option to extend the lease if it is reasonably certain to exercise that option; and
-
periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.
Management considers all the facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination option. This assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this assessment and that is within the control of the lessee. Management has considered this assessment and no significant events or changes in circumstances are deemed necessary.
The Consolidated Entity tests right-of-use assets for impairment where there is an indicator that the asset may be impaired. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
The Consolidated Entity has assessed the right-of-use assets for impairment indicators and has calculated the recoverable amount where indicators exist. This has resulted in net impairment reversal of $2,392,000 for the half year (Jun 2021: $2,485,000 expense).
The Consolidated Entity’s right-of-use assets are all property leases.
(iv) Deferred tax
Deferred income tax liabilities are recognised for all taxable temporary differences.
Deferred income tax assets are recognised for all deductible temporary differences, carried forward unused tax assets and unused tax losses, to the extent it is probable that taxable profit will be available to utilise them. The carrying amount of deferred income tax assets is reviewed and reduced to the extent that it is no longer probable that sufficient taxable profit will be available.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.
Deferred income tax is provided on temporary differences at the reporting date between accounting carrying amounts and the tax cost bases of assets and liabilities, other than for the following where taxable temporary differences relate to investments in subsidiaries, associates and interests in joint ventures:
25
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE FINANCIAL STATEMENTS
Half year ended 30 June 2022
-
Deferred tax liabilities are not recognised if the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
-
Deferred tax assets are not recognised if it is not probable that the temporary differences will reverse in the foreseeable future and taxable profit will not be available to utilise the temporary differences.
(v) Security based payments
The fair value of the performance rights is recognised as an employee benefit expense with a corresponding increase in the employee benefits provision and in the employee security scheme reserve in equity. Fair value is measured at each reporting period, recognised over the period from the service commencement date to the vesting date of the performance rights. Non-market vesting conditions are included in the calculation of the number of rights that are expected to be vested. At each reporting date, GPT revises its estimate of the number of performance rights that are expected to be exercisable and the employee benefit expense recognised each reporting period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the Consolidated Statement of Comprehensive Income with a corresponding adjustment to employee expense and employee benefits provision.
Fair value of the performance rights issued under LTI is determined using the Monte Carlo simulation and the Black Scholes methodologies. Fair value of the performance rights issued under DSTI is determined using the security price.
(vi) Provisions
Provisions are recognised when:
-
the Consolidated Entity has a present obligation (legal or constructive) as a result of a past event;
-
it is probable that resources will be expended to settle the obligation; and
-
a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the obligations.
(d) New and amended accounting standards and interpretations adopted from 1 January 2022
There are no significant changes to the Consolidated Entity’s financial performance and position as a result of the adoption of the new and amended accounting standards and interpretations effective for annual reporting periods beginning on or after 1 January 2022.
(e) New accounting standards and interpretations issued but not yet adopted
There are no new standards or amendments to standards relevant to the Consolidated Entity.
16. EVENTS SUBSEQUENT TO REPORTING DATE
GPT Management Holdings Limited paid the final deposit of $6,384,000 for 865 Boundary Road, Truganina on 30 June 2022 bringing the total paid to $7,511,000. Settlement occurred on 1 July 2022. This asset will be classified as inventory thereafter.
Other than the above, the Directors are not aware of any matter or circumstances occurring since 30 June 2022 that has significantly or may significantly affect the operations of the Consolidated Entity, the results of those operations or the state of affairs of the Consolidated Entity in the subsequent financial years.
26
GPT MANAGEMENT HOLDINGS LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS’ DECLARATION
Half year ended 30 June 2022
In the directors of GPT Management Holdings Limited’s opinion:
-
(a) the consolidated financial statements and notes set out on pages 13 to 26 are in accordance with the Corporations Act 2001 , including:
-
complying with Accounting Standard AASB 134 Interim Financial Reporting , the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
-
giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2022 and of its performance for the half year ended on that date; and
-
(b) there are reasonable grounds to believe that the Consolidated Entity will be able to pay its debts as and when they become due and payable.
The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer as required by Section 295A of the Corporations Act 2001.
This declaration is made in accordance with the resolution of the directors.
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_____ _____ Vickki McFadden Bob Johnston Chairman Chief Executive Officer and Managing Director
GPT Management Holdings Limited
Sydney 15 August 2022
27
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Independent auditor's review report to the members of GPT Management Holdings Limited
Report on the half-year financial report
Conclusion
We have reviewed the half-year financial report of GPT Management Holdings Limited (the Company) and the entities it controlled during the half-year (together the Consolidated Entity), which comprises the Consolidated Statement of Financial Position as at 30 June 2022, the Consolidated Statement of Comprehensive Income, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows for the half-year ended on that date, significant accounting policies and explanatory notes and the Directors' Declaration.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of the Consolidated Entity does not comply with the Corporations Act 2001 including:
-
giving a true and fair view of the Consolidated Entity's financial position as at 30 June 2022 and of its performance for the half-year ended on that date
-
complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
Basis for conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity (ASRE 2410). Our responsibilities are further described in the Auditor’s responsibilities for the review of the half-year financial report section of our report.
We are independent of the Consolidated Entity in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
Responsibilities of the directors for the half-year financial report
The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement whether due to fraud or error.
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001 T: +61 2 8266 0000, F: +61 2 8266 9999
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124 T: +61 2 9659 2476, F: +61 2 8266 9999
Liability limited by a scheme approved under Professional Standards Legislation.
28
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Auditor's responsibilities for the review of the half-year financial report
Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Consolidated Entity's financial position as at 30 June 2022 and of its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
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PricewaterhouseCoopers
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Susan Horlin Partner
Sydney 15 August 2022
29