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INGENIA COMMUNITIES GROUP — Interim / Quarterly Report 2016
Feb 22, 2016
65125_rns_2016-02-22_59f231dc-7544-4e81-9c12-a426e4861ae2.pdf
Interim / Quarterly Report
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P a g e 1 A p p e n d i x 4 D H a l f Y e a r R e p o r t H a l f Y e a r e n d e d 3 1 D e c e m b e r 2 0 1 5
APPENDIX 4D Half year Financial Report
Half Year ended 31 December 2015
Name of Entity: Ingenia Communities Holdings Limited (“INA”), a stapled entity comprising Ingenia Communities Holdings Limited ACN 154 444 925, Ingenia Communities Fund ARSN 107 459 576, and Ingenia Communities Management Trust ARSN 122 928 410.
Current period: 1 July 2015 – 31 December 2015 Previous corresponding period: 1 July 2014 – 31 December 2014
Results for announcement to the market
| Results for announcement to the market | |||
|---|---|---|---|
| 31 Dec 2015 | 31 Dec 2014 | Change | |
| $'000 | $'000 | % | |
| Revenues from Continuing operations | 52,222 | 28,660 | 82% |
| Profit/(loss) from ordinary activities after tax attributable to members | 10,779 | (987) | Refer note 1 |
| Net profit/(loss) for the period attributable to members | 10,779 | (987) | Refer note 1 |
| Underlying profit from continuing operations | 8,447 | 6,017 | 40% |
| Underlying profit | 8,447 | 6,677 | 27% |
| Distributions - current period (cents): FY15 Final Distribution (paid) 1H16 Interim Distribution(2)(declared) |
0.7 4.2 |
||
| Distributions - previous period(2)(cents): FY14 Final Distribution (paid) 1H15 Interim Distribution (declared) |
0.65 0.65 |
||
| Record date for determining entitlement to the interim distribution | 5pm, 1 March | 2016 | |
| The Dividend and Distribution Reinvestment Plan is operational for this distribution | |||
| 31 Dec 2015 | 30 Jun 2015 | Change | |
| Net tangible asset value per security(3) | $2.35 | $0.39 | |
(1) The variances that would otherwise be shown are not meaningful because the previous corresponding period amount is negative.
(2) The distributions shown are based on the number of stapled securities on issue when the distributions took place. Based on the number of securities on issue following the 6:1 stapled security consolidation completed on 19 November 2015, the FY15 final distribution would have been 4.2cps and the previous corresponding period distributions, 3.9cps each.
(3) Net tangible asset value per security for the previous corresponding period is based on the number of stapled securities on issue at 30 June 2015. Based on the number of securities on issue following the 6:1 stapled security consolidation completed on 19 November 2015, the net tangible asset value per security would represent $2.32
P a g e 2 A p p e n d i x 4 D H a l f Y e a r R e p o r t H a l f Y e a r e n d e d 3 1 D e c e m b e r 2 0 1 5
Results for announcement to the market
This information should be read in conjunction with the 2015 Annual Financial Report of Ingenia Communities and any public announcements made in the period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and ASX Listing Rules
Details of entities over which control has been gained or lost during the period:
Control gained: None Control Lost: None
Details of any associates and joint venture entities required to be disclosed: None
Audit status
This report is based on the consolidated 31 December 2015 Half Year Financial Report of Ingenia Communities, which has been reviewed by Ernst & Young. The Auditor’s Independence Declaration provided by Ernst & Young is included in the 31 December 2015 Half Year Financial Report.
.
Other significant information and commentary on results
See attached ASX announcement and materials referred to below.
Additional Appendix 4D disclosure requirements can be found in the Directors’ Report and the 31 December 2015 Half Year Financial Report.
For all other information required by Appendix 4D, including a results commentary, please refer to the following documents:
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Directors’ Report
-
Reviewed Half Year Financial Report
-
Results presentation and media release
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Tania Betts Company Secretary
23 February 2016
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INGENIA COMMUNITIES HOLDINGS LIMITED
A.C.N. 154 444 925
HALF-YEAR FINANCIAL REPORT
31 DECEMBER 2015
www.ingeniacommunities.com.au
Registered Office: Level 9, 115 Pitt Street, Sydney NSW 2000
Directors’ Report for the six months ended 31 December 2015
Contents
| Contents | Contents | |
|---|---|---|
| Directors’ Report | 1 | |
| Auditor’s Independence Declaration | 10 | |
| Consolidated Statement of Comprehensive Income | 11 | |
| Consolidated Balance Sheet | 13 | |
| Consolidated Cash Flow Statement | 14 | |
| Consolidated Statement of Changes in Equity | 15 | |
| Notes to the Financial Statements | 16 | |
| 1. | Summary of significant accounting policies | 16 |
| 2. | Accounting estimates and judgements | 18 |
| 3. | Segment information | 20 |
| 4. | Earnings per security | 22 |
| 5. | Revenue | 23 |
| 6. | Finance expense | 23 |
| 7. | Assets and liabilities held for sale | 24 |
| 8. | Inventories | 24 |
| 9. | Investment properties | 24 |
| 10. | Trade and other payables | 29 |
| 11. | Borrowings | 29 |
| 12. | Retirement village resident loans | 30 |
| 13. | Issued securities | 31 |
| 14. | Share based payments | 32 |
| 15. | Financial instruments | 34 |
| 16. | Fair value measurement | 35 |
| 17. | Subsequent events | 36 |
| Directors’ Declaration | 37 | |
| Auditor’s Report | 38 |
Page 1
Directors’ Report for the six months ended 31 December 2015
The Directors of Ingenia Communities Holdings Limited (ICH or the Company) present their report together with the Company’s financial report for the six months ended 31 December 2015 (the current period) and the Independent Auditor’s report thereon. The Company’s financial report comprises the consolidated financial report of the Company and its controlled entities, including the Ingenia Communities Fund (ICF or the Fund) and the Ingenia Communities Management Trust (ICMT) (together, the Trusts).
The shares of the Company are stapled with the units of the Trusts and trade on the Australian Securities Exchange (ASX) effectively as one security. Ingenia Communities RE Limited (ICRE or Responsible Entity), a wholly owned subsidiary of the Company is the responsible entity of the Trusts. In this report, the Company and the Trusts are referred to collectively as the Group.
In accordance with Accounting Standard AASB 3 B usiness Combinations , the stapling of the Company and the Trusts is regarded as a business combination. The Company has been identified as the parent for preparing consolidated financial reports.
1. DIRECTORS
The Directors of the Company at any time during or since the end of the period were:
NON-EXECUTIVE DIRECTORS (NEDs)
Jim Hazel (Chairman) Robert Morrison (appointed Deputy Chairman 2 December 2015) Philip Clark AM Amanda Heyworth Norah Barlow ONZM
Executive Directors
Simon Owen (Managing Director and Chief Executive Officer (MD and CEO))
2. OPERATING AND FINANCIAL REVIEW
a) Ingenia Communities Overview
The Group is an active owner, manager and developer of a diversified portfolio of retirement villages and lifestyle parks across Australia. Its real estate assets are valued on a net basis at $462.6 million at 31 December 2015 ($392.8 million at 30 June 2015), being 24 lifestyle parks, 31 rental villages, and eight deferred management fee (DMF) villages. The Group is in the ASX 300 with a market capitalisation of approximately $401.0 million at 31 December 2015.
The Group’s vision is to create Australia’s best lifestyle parks which deliver earnings growth for securityholders and memorable experiences for our residents.
b) Strategy
The Group’s strategic areas of focus are:
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Growing asset returns through both the operational and development areas of the business
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Establishing scale from development within the earnings base
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Continuing operational efficiency improvements
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Actively managing sources of funding to achieve earnings objectives
Page 2
Directors’ Report for the six months ended 31 December 2015
During the period, the following progress was made on the Group’s strategic priorities:
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Garden Villages like-for-like occupancy was 89.6%, up 1.3% from 1H15
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Settled 58 manufactured homes, up 625% from 1H15
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Acquired and integrated four new lifestyle parks
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10 lifestyle parks developments now underway
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Residents accessing our Care Assist program grown to 341
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Investment made into a CRM system which launched this month
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Progress made on recycling capital from low cash yielding Settlers DMF assets into higher cash yielding lifestyle parks.
The key immediate business priorities of the Group are:
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Monetising equity from the Group’s DMF portfolio to fund growth
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Acquiring additional lifestyle parks in existing and newly identified clusters
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Building further velocity in the delivery and sale of new manufactured homes within its lifestyle parks
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Improving returns from existing parks
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Growing occupancy rates within the Garden Villages portfolio.
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Continuing occupancy and average room rate growth from short-term accommodation within our lifestyle parks
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Increasing cash yields from stable non-development assets through operational efficiencies
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Ensuring active utilisation of existing capital sources.
c) 1H16 Financial Results
1H16 has been a period of acquiring and bedding down operations across the eight assets acquired over the last 12 months. Management remains focused on increasing occupancy within the Garden Villages portfolio and identification of cost saving initiatives across the Group.
Overall, 1H16 produced an underlying profit of $8.4 million and a statutory profit of $10.8 million, which respectively represents a significant increase of $2.4 million (40%) and $11.8 million on the previous corresponding period. These results are underpinned by a significantly higher EBIT contribution from the Group’s lifestyle parks of $7.2 million, up 271% from the previous corresponding period.
Operating cashflow for the period was $11.8 million, up 157% from the previous corresponding period, reflecting continued growth in recurring rental income and net proceeds from manufactured home development of $3.5 million partially offset by a reducing contribution from the sale of new Settlers units as remaining development projects sell down with no new capital deployed into development within this segment.
In September 2015, the Group raised $6.1 million (net of costs) from the 2H15 distribution reinvestment plan (DRP) and institutional placement.
The Group undertook a 6:1 stapled security consolidation in November 2015 following securityholder approval at the AGM.
Page 3
Directors’ Report for the six months ended 31 December 2015
The Group acquired four lifestyle parks and exchanged unconditional contracts on an additional lifestyle park for $57.2 million and $8.5 million respectively (excluding transaction costs). Subsequent to the reporting period, unconditional contracts were exchanged for another lifestyle park for $5.5 million (excluding transaction costs).
On 18 February 2016, the Group increased the Australian multilateral debt facility by $25.0 million to $200.0 million providing further capacity for investment in the lifestyle park sector.
The Group has today announced an interim distribution of 4.2 cents, a 7.7% increase on the previous corresponding period, and in-line with the FY15 final distribution. The DRP will remain operational. The Board reaffirms its commitment to further growth in securityholder returns over the medium term.
d) Key Metrics
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Interim distribution of 4.2cps, up 7.7% on the previous corresponding period
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Underlying profit of $8.4 million, up 40% on the previous corresponding period
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Underlying profit from continuing operations per security 5.7 cents, up 1.0 cent on the previous corresponding period
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Net asset value grew by 2.0 cents on the previous corresponding period per security to $2.36
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Statutory profit of $10.8 million, up $11.8 million from a loss of $1.0 million for the previous corresponding period. This reflects the net fair value gain across the portfolio of $3.1 million (previous corresponding period: $9.3 million fair value loss)
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Statutory profit per security of 7.2 cents, up 8.0 cents from a loss of 0.8 cents for the previous corresponding period.
Underlying profit for the period is calculated as follows:
| nderlying profit for the period is calculated as follows: | ||
|---|---|---|
| 1H16 | 1H15 | |
| $’000 | $’000 | |
| EBIT – continuing operations | 10,993 | 6,020 |
| Net interest expense | (2,831) | (2,326) |
| Tax benefit associated to underlying profit | 285 | 2,323 |
| Underlying profit – continuing operations | 8,447 | 6,017 |
| Underlying profit – discontinued operations | - | 660 |
| Underlying profit | 8,447 | 6,677 |
| Net foreign exchange gain/(loss) | 211 | (940) |
| Net loss on disposal of investment properties | (308) | (323) |
| Net gain/(loss) on change in fair value of: | ||
| - Investment properties | 3,106 | (9,309) |
| - Derivatives | (6) | 98 |
| - Retirement village resident loans | (812) | (86) |
| Gain on revaluation of newly constructed retirement villages | (608) | (1,144) |
| Release of foreign currency reserve on disposal of foreign operations | - | 2,374 |
| Discontinued operations (below underlying profit) net of income tax | - | (1,937) |
| Tax benefit associated with items below underlying profit | 749 | 3,603 |
| Statutory profit/(loss) | 10,779 | (987) |
Underlying profit is a non-IFRS measure designed to present, in the opinion of the Directors, the results from the on-going operating activities in a way that appropriately reflects underlying performance. Underlying profit excludes items such as unrealised fair value gains/(losses) and adjustments arising from the effect of revaluing assets/liabilities (such as derivatives and investment properties). These items are required to be included in statutory profit in accordance with Australian Accounting Standards.
Page 4
Directors’ Report for the six months ended 31 December 2015
e) Segment Performance and Priorities
Active Lifestyle Estates
Active Lifestyle Estates (ALE) comprises 24 lifestyle parks located along the eastern seaboard. The business is the key growth focus for the Group, providing an affordable housing alternative for the growing seniors market as well as short-term residents. The development of this housing product is both capital light and low risk and generates a recurring land rent yield once the homes are sold. The net carrying value of the ALE lifestyle park assets at 31 December 2015 is $267.7 million.
i. Performance
| Active Lifestyle Estates | 1H16 | 1H15 | Change |
|---|---|---|---|
| New and refurbished home settlements (#) | 58 | 8 | 50 |
| Development profit $m | 4.6 | 0.8 | 3.8 |
| Residential rental income $m | 6.0 | 3.8 | 2.2 |
| Annuals rental income $m | 1.3 | 0.5 | 0.8 |
| Short-term rental income $m | 7.8 | 4.0 | 3.8 |
| Commercial rental income $m | 0.2 | 0.1 | 0.1 |
| EBIT contribution $m | 7.2 | 2.0 | 5.2 |
ALE delivered an EBIT contribution of $7.2 million in 1H16, of which $4.6 million was attributable to development of new and refurbished manufactured homes. The momentum achieved in settlements over the last 12 months has been significant and demonstrates management’s focus on developing the necessary platforms for a significant development business along with a growing customer awareness and understanding of the lifestyle park product offering. The rental accommodation earnings of this business have grown strongly through acquisitions, site reconfiguration and continuing improvements in the performance of short-term rental accommodation, despite short-term sites continuing to be taken off line for development. There continues to be investment in the sales and development platform to ensure the Group is positioned to deliver its target of 120 sales for FY16.
ii. Strategic priorities
The key strategic priorities for this business are continuing the sales and settlement momentum achieved to date, securing further development approvals within existing parks, finalising standard home design suites for efficiency and reflecting customer demand, growing the tourism rental returns and pursuing cost efficiencies. The Group continues to assess expansion into greenfield development as part of its growth strategy.
Garden Villages
Garden Villages comprises 31 rental villages located across the eastern seaboard and Western Australia. These villages accommodate more than 1,600 residents, and generated $12.0 million in gross rental income during the period. The carrying value of these village assets at 31 December 2015 is $130.3 million.
Page 5
Directors’ Report for the six months ended 31 December 2015
i. Performance
| Garden Villages | 1H16 | 1H15 | Change |
|---|---|---|---|
| Occupancy %(1) | 89.6% | 88.3% | 1.3% |
| Rental income $m | 12.0 | 12.1 | (0.1) |
| Catering income $m | 1.7 | 1.7 | (0.0) |
| EBIT $m | 5.4 | 5.4 | (0.0) |
(1)The 1H15 comparative occupancy rate is provided on a like-for-like basis by adjusting for the impact of the three villages sold at June 2015.
Garden Villages delivers a consistent stream of recurring cash income for the Group. The results, whilst in line with the prior corresponding period were generated from a smaller number of assets, following the disposal of three villages in 2H15.
ii. Strategic priorities
The key strategic priorities are continuing the focus on increasing village occupancy, growing rents above the consumer price index, improving cash margins, ensuring residents are actively engaged, and leveraging scale efficiencies.
Settlers Lifestyle
Settlers Lifestyle is comprised of eight DMF villages located in Queensland, New South Wales and Western Australia. Settlers accommodates more than 800 residents and generate income from accrued DMFs, capital gains, and development income from unit conversions and village expansion. The carrying value of these assets at 31 December 2015, net of retirement village resident loans is $64.6 million.
i. Performance
| Settlers Lifestyle | 1H16 | 1H15 | Change |
|---|---|---|---|
| Occupancy % | 96.0% | 93.0% | 3.0% |
| New settlements (#) | 14 | 21 | (7.0) |
| Development income $m | 0.6 | 1.1 | (0.5) |
| Accrued DMF income $m | 2.5 | 2.7 | (0.2) |
| EBIT $m | 2.0 | 2.7 | (0.7) |
The Settlers Lifestyle result is down $0.7m from the previous corresponding period due the completion of active development, and the remaining completed homes having gradually been sold down and settled.
ii. Strategic Priorities
The key strategic priority for this business during 2H16 is the divestment of the village portfolio.
Page 6
Directors’ Report for the six months ended 31 December 2015
f) Capital management
The Group maintains a prudent and considered approach to capital management and in September 2015, strengthened its capital position by undertaking a DRP and institutional placement in connection with the 2H15 distribution. Subsequent to the reporting period, the Group increased its debt facility limit $25.0 million, to $200.0 million.
As 31 December 2015, the Group’s loan-to-value ratio (LVR) was 32.4%, which is in-line with its target range of 30-35%.
g) Financial position
The following table provides a summary of the Group’s financial position at 31 December 2015:
| 31 Dec 2015 | 30 Jun 2015 | Change | |
|---|---|---|---|
| $'000 | $'000 | $'000 | |
| Cash and cash equivalents | 10,441 | 15,117 | (4,676) |
| Inventories | 15,150 | 13,208 | 1,942 |
| Investment properties | 672,035 | 539,728 | 132,307 |
| Assets held for sale - investment properties | - | 61,598 | (61,598) |
| Deferred tax asset | 7,381 | 6,348 | 1,033 |
| Other assets | 11,984 | 9,308 | 2,676 |
| Total assets | 716,991 | 645,307 | 71,684 |
| Borrowings | 123,950 | 66,782 | 57,168 |
| Retirement village resident loans | 204,963 | 161,878 | 43,085 |
| Liabilities held for sale - retirement village resident loans | - | 42,041 | (42,041) |
| Other liabilities | 33,495 | 31,086 | 2,409 |
| Total liabilities | 362,408 | 301,787 | 60,621 |
| Net assets/equity | 354,583 | 343,520 | 11,063 |
Inventories have increased by $1.9 million, reflecting the 10 active development projects underway. The development business is a growing and key element of the Group’s strategy. Of the 10 development projects, the Lakeside Lara Lifestyle Park includes 13 fully built, unsold homes with a carrying value of $1.8 million. These homes are expected to be sold and monetised over the next 12 months.
After accounting for the $61.6 million reclassification of five Settlers Lifestyle assets previously classified as assets held for sale, investment properties increased by $70.7 million. This was due to the acquisition of four active lifestyle parks for $57.2 million (excluding transaction costs), development expenditure, and a net $3.1 million fair value uplift.
Borrowings grew by $57.2 million as funds were drawn down to settle the four lifestyle parks acquired.
After accounting for the reclassification of five Settlers Lifestyle assets, and the $42.0 million in associated liabilities, previously classified as held for sale, retirement village resident loans increased by $1.0 million.
Page 7
Directors’ Report for the six months ended 31 December 2015
h) Cashflow
| h) Cashflow |
|||
|---|---|---|---|
| 1H16 | 1H15 | Change | |
| $’000 | $’000 | $’000 | |
| Operating cashflows | 11,847 | 4,609 | 7,238 |
| Investing cashflows | (73,107) | 26,963 | (100,070) |
| Financing cashflows | 56,513 | (21,672) | 78,185 |
| Net change in cash and cash equivalents | (4,747) | 9,900 | (14,647) |
Operating cashflows for the Group were $11.8 million reflecting increasing rental income and proceeds from manufactured home development within the ALE portfolio. The acquisition of four additional lifestyle parks and increased development activity drove the investing outflow of $73.1 million which was funded through debt drawdowns, as reflected in the financing cash inflow of $56.6 million.
i) Distributions
The following distribution was made during the period:
- On 25 August 2015, the Directors declared a final distribution for 2015 of 4.2cps (adjusted for the 6:1 stapled security consolidation in November 2015), amounting to $6,205,793 and which was paid on 16 September 2015. The previous corresponding period distribution was 3.9cps (adjusted for the 6:1 stapled security consolidation in November 2015).
The distribution was 71.0% tax deferred and the dividend reinvestment plan was in place.
j) Outlook
The Group is well positioned to continue growing its lifestyle parks business with a significant development pipeline in place. Ongoing growth in sales and settlements volumes is expected in 2H16 as additional projects begin to contribute post launch. A continuing focus remains on opportunities for revenue growth or cost minimisation to grow recurring yields across the portfolios.
The Group will continue to regularly assess the performance of its existing assets and where appropriate recycle capital into other opportunities delivering superior returns.
3. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Changes in the state of affairs during the period are set out in the various reports in this half-year financial report. Refer to Note 9 for investment properties acquired during the period Note 11 for details of the debt facility increase, and Note 13 regarding the 6:1 stapled securities consolidation.
Page 8
Directors’ Report for the six months ended 31 December 2015
4. SUBSEQUENT EVENTS
a) Increase to debt facility limit
On 18 February 2016, the Group finalised the increase to its Australian debt facility limit by $25.0 million, to $200.0 million. The additional $25.0 million debt facility has a maturity date of 12 February 2020 and uses the existing facility covenants and pricing.
b) Acquisition of Big 4 Broulee Beach Holiday Park
On 8 February 2016 the Group exchanged unconditional contracts for the acquisition of Big 4 Broulee Beach Holiday Park on the NSW South Coast. The acquisition price was $5.5 million (excluding transaction costs) and will be funded by drawing down on the recently increased debt facility limit.
c) 1H16 interim distribution
On 23 February 2016 the Directors of the Group resolved to declare a 1H16 interim distribution of 4.2cps (1H15: 3.9cps - restated for the November 2015 6:1 security consolidation) amounting to $6,306,884, to be paid on 16 March 2016. The distribution is 72.6% tax deferred and the distribution reinvestment plan will be in operation for this 1H16 distribution.
5. AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under section 307C of the C orporations Act 2001 is set out on page 10.
6. GROUP INDEMNITIES
The Group has purchased various insurance policies to cover a range of risks (subject to specified exclusions) for directors, officers and employees of the Group serving in their respective capacities. Key insurance policies include: directors and officers insurance, professional indemnity insurance and management liability insurance.
Page 9
Directors’ Report for the six months ended 31 December 2015
7. INDEMNIFICATION OF AUDITORS
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young Australia, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young during or since the period.
8. ROUNDING OF AMOUNTS
Ingenia Communities Group is an entity of the kind referred to in ASIC Class Order 98/100, and in accordance with that Class Order, amounts in the financial report and Director’s report have been rounded to the nearest thousand dollars, unless otherwise stated.
Signed in accordance with a resolution of the Directors.
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Jim Hazel Chairman Sydney 23 February 2016
Ernst & Young 680 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au
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Auditor’s Independence Declaration to the Directors of Ingenia Communities Holdings Limited
As lead auditor for the review of Ingenia Communities Holdings Limited and its controlled entities for the half-year ended 31 December 2015, I declare to the best of my knowledge and belief, there have been:
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a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review ; and
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b) no contraventions of any applicable code of professional conduct in relation to the review.
This declaration is in respect of Ingenia Communities Holdings Limited and the entities it controlled during the financial period.
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Ernst & Young
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Chris Lawton Partner Sydney 23 February 2016
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation
Page 11
Consolidated Statement of Comprehensive Income for the six months ended 31 December 2015
| 1H16 | 1H15 | ||
|---|---|---|---|
| Note | $’000 | $’000 | |
| Continuing Operations | |||
| Revenue | |||
| Rental income | 5(a) | 27,567 | 20,849 |
| Accrued deferred management fee income | 12(b) | 2,521 | 2,735 |
| Manufactured home sales | 15,359 | 1,930 | |
| Catering income | 1,656 | 1,768 | |
| Other property income | 5(b) | 1,581 | 1,271 |
| Service station sales | 3,451 | - | |
| Interest income | 87 | 107 | |
| 52,222 | 28,660 | ||
| Property expenses | (10,546) | (8,022) | |
| Employee expenses | (12,870) | (10,054) | |
| Administrative expenses | (2,555) | (2,411) | |
| Operational, marketing and selling expenses | (1,668) | (1,935) | |
| Cost of manufactured homes sold | (10,759) | (1,102) | |
| Service station expenses | (3,092) | - | |
| Finance expenses | 6 | (2,918) | (2,433) |
| Net foreign exchange gain/(loss) | 211 | 57 | |
| Net loss on disposal of investment properties | (308) | (323) | |
| Net gain/(loss) on change in fair value of: | |||
| - Investment properties | 9(c .)(d) | 3,106 | (9,309) |
| - Derivatives | (6) | 98 | |
| - Retirement village resident loans | 12(b) | (812) | (86) |
| Amortisation of intangible assets | (129) | - | |
| Depreciation expense | (130) | (153) | |
| Profit/(loss) from continuing operations before income tax | 9,746 | (7,013) | |
| Income tax benefit | 1,033 | 5,926 | |
| Profit/(loss) from continuing operations | 10,779 | (1,087) | |
| Profit from discontinued operations (1) | - | 100 | |
| Netprofit/(loss) for the period | 10,779 | (987) | |
| Other comprehensive income, net of income tax | |||
| Items that may be reclassified subsequently to profit or loss: | |||
| - Foreign currency translation differences during the period | - | 1,339 | |
| - Release of foreign currency translation reserve on disposal of | |||
| foreign operations | - | (2,374) | |
| Total comprehensive income for the period net of income tax | 10,779 | (2,022) | |
| Profit/(loss) attributable to securityholders of: | |||
| - Ingenia Communities Holdings Limited | (1,180) | 160 | |
| - Ingenia Communities Fund | 11,706 | 9,412 | |
| - Ingenia Communities Fund Management Trust | 253 | (10,559) | |
| 10,779 | (987) | ||
| Total comprehensive income attributable to securityholders of: | |||
| - Ingenia Communities Holdings Limited | (1,180) | 160 | |
| - Ingenia Communities Fund | 11,706 | 5,685 | |
| - Ingenia Communities Fund Management Trust | 253 | (7,867) | |
| 10,779 | (2,022) |
(1) Previous corresponding period profit from discontinued operations relates to the New Zealand Students business that was sold in December 2014.
Page 12
Consolidated Statement of Comprehensive Income for the six months ended 31 December 2015
| 1H16 | 1H15 | ||
|---|---|---|---|
| Note | Cents | Cents | |
| Distributions per security(1)(2) | 4.2 | 3.9 | |
| Earnings per security(2): | |||
| Basic earnings from continuing operations | |||
| - Per security | 4 | 7.2 | (0.9) |
| - Per security attributable to parent | 4 | (0.8) | 0.1 |
| Basic earnings | |||
| - Per security | 4 | 7.2 | (0.8) |
| - Per security attributable to parent | 4 | (0.8) | 0.1 |
| Diluted earnings from continuing operations | |||
| - Per security | 4 | 7.2 | (0.8) |
| - Per security attributable to parent | 4 | (0.8) | 0.1 |
| Diluted earnings | |||
| - Per security | 4 | 7.2 | (0.8) |
| - Per security attributable toparent | 4 | (0.8) | 0.1 |
(1) Distributions relate to the final distribution paid for the previous corresponding period. An interim distribution of 4.2 cents for the current period was declared on 23 February 2016 and due to be paid to securityholders on 16 March 2016 .
(2) Current and previous corresponding period amounts have been restated to account for the 6:1 stapled security consolidation that was completed on 19 November 2015.
Page 13
Consolidated Balance Sheet As at 31 December 2015
| 31 Dec 2015 | 30 Jun 2015 | ||
|---|---|---|---|
| Note | $’000 | $’000 | |
| Current assets | |||
| Cash and cash equivalents | 10,441 | 15,117 | |
| Trade and other receivables | 5,980 | 4,327 | |
| Inventories | 8 | 15,150 | 13,208 |
| Income tax receivable | - | 33 | |
| Assets held for sale - investment properties | 7(a) | - | 61,598 |
| Total current assets | 31,571 | 94,283 | |
| Non-current assets | |||
| Trade and other receivables | 2,686 | 2,649 | |
| Investment properties | 9 | 672,035 | 539,728 |
| Plant and equipment | 1,523 | 720 | |
| Intangibles | 1,795 | 1,579 | |
| Deferred tax asset | 7,381 | 6,348 | |
| Total non-current assets | 685,420 | 551,024 | |
| Total assets | 716,991 | 645,307 | |
| Current liabilities | |||
| Trade and other payables | 10 | 18,204 | 15,073 |
| Borrowings | 11 | 294 | 291 |
| Retirement village resident loans | 12 | 204,963 | 161,878 |
| Liabilities held for sale - retirement village resident loans | 7(b) | - | 42,041 |
| Provisions | 1,217 | 992 | |
| Derivatives | 10 | 3 | |
| Total current liabilities | 224,688 | 220,278 | |
| Non-current liabilities | |||
| Trade and other payables | 10 | 13,770 | 14,770 |
| Borrowings | 11 | 123,656 | 66,491 |
| Provisions | 294 | 248 | |
| Total non-current liabilities | 137,720 | 81,509 | |
| Total liabilities | 362,408 | 301,787 | |
| Net assets | 354,583 | 343,520 | |
| Equity | |||
| Issued securities | 13(a) | 663,293 | 657,214 |
| Reserves | 1,363 | 1,334 | |
| Accumulated losses | (310,073) | (315,028) | |
| Total equity | 354,583 | 343,520 | |
| Attributable to securityholders of: | |||
| Ingenia Communities Holdings Limited | |||
| - Issued securities | 13(a) | 8,979 | 8,900 |
| - Reserves | 1,363 | 1,334 | |
| - Accumulated losses | (3,975) | (3,175) | |
| 6,367 | 7,059 | ||
| Ingenia Communities Fund | 326,223 | 315,951 | |
| Ingenia Communities Management Trust | 21,993 | 20,510 | |
| 354,583 | 343,520 | ||
| Net asset value per security(1) | $2.36 | $2.34 |
(1) The previous corresponding period net asset value per security has been restated for the 6:1 stapled securities consolidation completed on 19 November 2015. Previous to restatement the net asset value per security was 38.9cps.
Page 14
Consolidated Cash Flow Statement for the six months ended 31 December 2015
| 1H16 | 1H15 | |
|---|---|---|
| $’000 | $’000 | |
| Cash flows from operating activities | ||
| Rental and other property income | 36,442 | 29,466 |
| Property and other expenses | (27,220) | (25,001) |
| Proceeds from resident loans | 4,826 | 10,773 |
| Repayment of resident loans | (3,475) | (6,221) |
| Proceeds from sale of manufactured homes | 17,547 | 3,486 |
| Purchase of manufactured homes | (14,008) | (5,678) |
| Proceeds from sale of service station inventory | 3,451 | - |
| Purchase of service station inventory | (3,199) | - |
| Interest received | 87 | 99 |
| Borrowing costs paid | (2,608) | (3,105) |
| Income tax received | 4 | 790 |
| 11,847 | 4,609 | |
| Cash flows from investing activities | ||
| Purchase and additions of plant and equipment | (771) | (280) |
| Purchase and additions of intangible assets | (327) | (1,049) |
| Payments for investment properties | (65,567) | (15,205) |
| Additions to investment properties | (6,259) | (6,259) |
| (Costs)/proceeds on sale of investment properties | (207) | 49,588 |
| Amounts received from villages | 24 | 168 |
| (73,107) | 26,963 | |
| Cash flows from financing activities | ||
| Proceeds from issue of stapled securities | 6,206 | 90,394 |
| Payments for security issue costs | (94) | (3,941) |
| Finance lease payments | (58) | (50) |
| Payments for derivatives | - | (444) |
| Distributions to securityholders | (6,197) | (4,402) |
| Proceeds from borrowings | 60,430 | 22,305 |
| Repayment of borrowings | (3,430) | (125,197) |
| Payments for debt issue costs | (344) | (337) |
| 56,513 | (21,672) | |
| Net(decrease)/increase in cash and cash equivalents | (4,747) | 9,900 |
| Cash and cash equivalents at the beginning of the period | 15,117 | 14,551 |
| Effects of exchange rate fluctuation on cash held | 71 | 167 |
| Cash and cash equivalents at the end of the period | 10,441 | 24,618 |
Page 15
Consolidated Statement of Changes in Equity For the six months ended 31 December 2015
| Carrying amount at 1 July 2014 Net profit/(loss) for the period Other comprehensive income Note |
ATTRIBUTABLE TO SECURITYHOLDERS |
|---|---|
| Issued capital Reserves Retained earnings Total ICF & ICMT Total equity $'000 $'000 $'000 $'000 $'000 $'000 INGENIA COMMUNITIES |
|
| 7,377 988 (2,659) 5,706 234,471 240,177 - - 160 160 (1,147) (987) - - - - (1,035) (1,035) |
|
| Total comprehensive income for the period | - - 160 160 (2,182) (2,022) |
| Transactions with securityholders in their capacity as securityholders: - Issue of securities 13(a) - Share-based payment transactions - Payment of distributions to securityholders - Transfer from reserves to retained earnings |
1,497 - - 1,497 85,027 86,524 - 331 - 331 - 331 - - - - (4,407) (4,407) |
| - - - - - - |
|
| Carrying amount at 31 December 2014 | 8,874 1,319 (2,499) 7,694 312,909 320,603 |
| Carrying amount at 1 July 2015 Net profit/(loss) for the period Other comprehensive income |
|
| 8,900 1,334 (3,177) 7,057 336,463 343,520 - - (1,180) (1,180) 11,959 10,779 - - - - - - |
|
| Total comprehensive income for the period | - - (1,180) (1,180) 11,959 10,779 |
| Transactions with securityholders in their capacity as securityholders: - Issue of securities 13(a) - Share-based payment transactions - Payment of distributions to securityholders - Transfer from reserves to retained earnings |
79 - - 79 6,000 6,079 - 411 - 411 - 411 - - - - (6,206) (6,206) - (382) 382 - - - |
| Carrying amount at 31 December 2015 | 8,979 1,363 (3,975) 6,367 348,216 354,583 |
Page 16
Notes to the consolidated financial statements for the six months ended 31 December 2015
1. Summary of significant accounting policies
(a) The Group
The financial report of Ingenia Communities Holdings Limited (the Company) comprises the consolidated half-year financial report of the Company and its controlled entities, including Ingenia Communities Fund (ICF or the Fund) and Ingenia Communities Management Trust (ICMT) (collectively, the Trusts). The shares of the Company are stapled with the units of the Trusts and trade on the Australian Securities Exchange (ASX) effectively as one security. Ingenia Communities RE Limited (ICRE), a wholly owned subsidiary of the Company is the Responsible Entity of the Trusts. In this report, the Company and the Trusts are referred to collectively as the Group.
The constitutions of the Company and the Trusts require that, for as long as they remain jointly quoted on the ASX, the number of shares in the Company and units in each trust shall remain equal and those shareholders in the Company and unitholders in each trust shall be identical.
The stapling structure will cease to operate on the first to occur of:
-
the Company or either of the Trusts resolving by special resolution in accordance with its constitution to terminate the stapling provisions; or
-
the commencement of the winding up of the Company or either of the Trusts.
(b) Basis of preparation
The half-year financial report is a general purpose financial report which has been prepared in accordance with AASB 134 ‘Interim Financial Reporting’ and the Corporations Act 2001 .
The half-year financial report does not include all of the information required for a full-year financial report, and should be read in conjunction with the Group’s annual financial report for the year ended 30 June 2015.
The financial report complies with Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
As permitted by Class Order [CO 05/642], issued by the Australian Securities and Investments Commission, the financial statements and accompanying notes of the Group have been presented in the attached combined financial report.
The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($’000) unless otherwise stated.
The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the Group’s 2015 annual report with the exception of new amended standards and interpretations which have been applied as required. Where necessary corresponding figures have been adjusted to conform with changes in presentation in the current period.
At 31 December 2015, the Group recorded a net current asset deficiency of $193,117,000. This deficiency includes retirement village resident loans of $204,963,000. Resident loans obligations of the Group are classified as current liabilities due to the demand feature of these obligations despite the unlikely possibility that the majority of the loans will be settled within the next twelve months. Furthermore, if required, the proceeds from new resident loans could be used by the Group to settle its existing loan obligations should those incumbent residents vacate their units. Accordingly, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable; and the financial report of the Group has been prepared on a going concern basis.
Page 17
Notes to the consolidated financial statements for the six months ended 31 December 2015
1. Summary of significant accounting policies (continued)
(c) New and revised Accounting Standards
No new or revised standards and interpretations were issued by the Australian Accounting Standards Board that are relevant to the Group during the period.
(d) Accounting Standards issued but not yet effective
Certain new accounting standards and interpretations have been published that are not mandatory for the current reporting period. The Group’s assessment of the impact of these new standards and interpretations is set out below.
| Accounting | |
|---|---|
| Standard | Impact on the Group |
| AASB 9 | AASB 9 Financial Instruments is applicable to reporting periods beginning on or after 1 January 2018. The Group has not early adopted this standard. This |
| standard provides requirements for the classification, measurement and de- | |
| recognition of financial assets and financial liabilities. Changes in the Group’s | |
| credit risk, which affect the value of liabilities designated at fair value through | |
| profit and loss, can be presented in other comprehensive income. The |
|
| application of the Standard is not expected to have any material impact on the | |
| Group’sfinancial reportingin future periods. | |
| AASB 15 | AASB 15 Revenue from Contracts with Customers is applicable to reporting periods beginning on or after 1 January 2018. The Group has not early |
| adopted this standard. The standard is based on the principle that revenue is | |
| recognised when control of a good or service is transferred to a customer. It | |
| contains a single model that applies to contracts with customers and two | |
| approaches to recognising revenue; at a point in time or over time. The model | |
| features a contract-based five-step analysis of transactions to determine | |
| whether, how much and when revenue is recognised. It applies to all contracts | |
| with customers except leases, financial instruments and insurance contracts. | |
| It requires reporting entities to provide users of financial statement with more | |
| informative and relevant disclosures. The application of the Standard is not | |
| expected to have any material impact on the Group’s financial reporting in | |
| future periods. |
Other new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for the current reporting period. These are not expected to have any material impact on the Group’s financial reporting in future reporting periods.
Page 18
Notes to the consolidated financial statements for the six months ended 31 December 2015
2. Accounting estimates and judgements
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires the Group to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed below.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
(a) Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates, by definition, will seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(i) Valuation of investment property
The Group has investment properties (and assets held for sale, in the previous period) with a gross carrying amount of $672,035,000 (June 2015: $601,326,000) (refer to Note 9), and retirement village residents’ loans (and liabilities held for sale, in the previous period) with a carrying amount of $204,963,000 (June 2015: $203,919,000) (refer to Note 12) which together represent the estimated fair value of the Group’s property business.
These carrying amounts reflect certain assumptions about expected future rentals, rent-free periods, operating costs and appropriate discount and capitalisation rates. The valuation assumptions for deferred management fee villages reflect assumptions relating to average length of stay, unit market values, estimates of capital expenditure, contract terms with residents, discount rates and projected property growth rates. The valuation assumption for properties to be developed reflect assumptions around sales prices for new homes, sales rates, new rental tariffs, estimates of capital expenditure, discount rates and projected property growth rates. In forming these assumptions, the Group considered information about current and recent sales activity, current market rents, and discount and capitalisation rates, for properties similar to those owned by the Group, as well as independent valuations of the Group’s property.
(ii) Valuation of inventories
The Group has inventory in the form of manufactured homes and service station fuel and supplies, which it carries at the lower of cost or net realisable value. Estimates of net realisable value are based on the most reliable evidence available at the time the estimates are made, of the amount the inventories are expected to realise and the estimate of costs to complete. Key assumptions require the use of management judgement, which are continually reviewed.
(iii) Fair value of derivatives
The fair value of derivative assets and liabilities is based on assumptions of future events and involves significant estimates. Given the complex nature of these instruments and various assumptions that are used in calculating mark-to-market values, the Group relies on counterparty valuations for derivative values. The counterparty valuations are usually based on mid-market rates and calculated using the main variables including the forward market curve, time and volatility.
(iv) Valuation of share-based payments
Valuation of share-based payment transactions is performed using judgements around the fair value of equity instruments on the date at which they are granted. The fair value is determined using a Monte Carlo based simulation method for long term incentive performance rights and the security price at grant date of short term incentive performance rights. Refer to Note 14 for fair value assumptions.
Page 19
Notes to the consolidated financial statements for the six months ended 31 December 2015
2 Accounting estimates and judgements (continued)
(v) Valuation of retirement village resident loans
The fair value of the retirement village resident loans is calculated by reference to the initial loan amount and the resident’s share of any capital gains in accordance with their contracts less any deferred management fee income earned to date by the Group as operator. The key assumptions for calculating the capital gain and deferred management fee income components is the value of the dwelling being occupied by the resident. This value is determined by reference to the valuation of investment property as referred to above.
A previous corresponding period reclassification between the two components of retirement village resident loans was made. The reclassification was made to facilitate comparative analysis of movements in the gross retirement village resident loans and accrued deferred management fee balances.
(b) Critical judgements in applying the entity’s accounting policies
There were no judgements, apart from those involving estimations, that management has made in the process of applying the entity’s accounting policies that had a significant effect on the amounts recognised in the financial report.
Page 20
Notes to the consolidated financial statements for the six months ended 31 December 2015
3. Segment information
(a) Description of segments
The Group invests predominantly in rental properties located in Australia with three reportable segments:
-
Garden Villages – rental villages
-
Settlers Lifestyles – deferred management fee villages
-
Active Lifestyle Estates – comprising long-term and short-term accommodation within lifestyle parks and the sale of manufactured homes.
The Group has identified its operating segments based on the internal reports that are reviewed and used by the chief operating decision maker in assessing performance and in determining the allocation of resources. Other parts of the Group are neither an operating segment nor part of an operating segment. Assets that do not belong to an operating segment are described below as “corporate/unallocated”.
(b) 31 December 2015
| Active | |||||
|---|---|---|---|---|---|
| Lifestyle | Settlers | Garden | Corporate/ | ||
| Estates | Lifestyle | Villages | Unallocated | Total | |
| $’000 | $’000 | $’000 | $’000 | $’000 | |
| (i)Segment revenue | |||||
| External segment revenue | 35,038 | 3,790 | 13,806 | 109 | 52,743 |
| Interest income | - | - | - | 87 | 87 |
| Reclassification of gain on revaluation of newly | |||||
| constructed villages | - | (608) | - | - | (608) |
| Total revenue | 35,038 | 3,182 | 13,806 | 196 | 52,222 |
| (ii)Segment underlying profit | |||||
| External segment revenue | 35,038 | 3,790 | 13,806 | 109 | 52,743 |
| Interest income | - | - | - | 87 | 87 |
| Property expenses | (5,530) | (830) | (3,980) | (206) | (10,546) |
| Employee expenses | (6,891) | (681) | (3,201) | (2,097) | (12,870) |
| Administration expenses | (626) | (39) | (590) | (1,300) | (2,555) |
| Operational, marketing and selling expenses | (888) | (223) | (476) | (82) | (1,669) |
| Manufactured home cost of sales | (10,759) | - | - | - | (10,759) |
| Service station expenses | (3,092) | - | - | - | (3,092) |
| Finance expense | - | - | - | (2,918) | (2,918) |
| Income tax benefit | - | - | - | 285 | 285 |
| Amortisation of intangible assets | - | - | (129) | - | (129) |
| Depreciation expense | (14) | - | (39) | (77) | (130) |
| Underlying profit/(loss) – continuing operations | 7,238 | 2,017 | 5,391 | (6,199) | 8,447 |
| Reconciliation of underlying profit to profit from | |||||
| continuing operations: | |||||
| Net foreign exchange gain | - | - | - | 211 | 211 |
| Net loss on disposal of investment property | (3) | (305) | - | - | (308) |
| Net gain/(loss) on change in fair value of: | |||||
| - Investment properties | (3,274) | 2,433 | 3,947 | - | 3,106 |
| - Derivatives | - | - | - | (6) | (6) |
| - Retirement village resident loans | - | (812) | - | - | (812) |
| Gain on revaluation of newly constructed villages | - | (608) | - | - | (608) |
| Income tax benefit associated with reconciliation items | - | - | - | 749 | 749 |
| Profit/(loss) from continuing operations per the | |||||
| consolidated statement of comprehensive income | 3,961 | 2,725 | 9,338 | (5,245) | 10,779 |
| (iii)Segment assets | 294,540 | 269,287 | 135,036 | 18,128 | 716,991 |
Page 21
Notes to the consolidated financial statements for the six months ended 31 December 2015
3. Segment information (continued)
(c) 31 December 2014
| (c) 31 December 2014 | |||||
|---|---|---|---|---|---|
| Active | |||||
| Lifestyle | Settlers | Garden | Corporate/ | ||
| Estates | Lifestyles | Villages | Unallocated | Total | |
| $’000 | $’000 | $’000 | $’000 | $’000 | |
| (i)Segment revenue | |||||
| External segment revenue | 10,915 | 4,661 | 13,962 | 159 | 29,697 |
| Interest income | - | - | - | 107 | 107 |
| Reclassification of gain on revaluation of newly | |||||
| constructed villages | - | (1,144) | - | - | (1,144) |
| Total revenue | 10,915 | 3,517 | 13,962 | 266 | 28,660 |
| (ii)Segment underlying profit | |||||
| External segment revenue | 10,915 | 4,661 | 13,962 | 159 | 29,697 |
| Interest income | - | - | - | 107 | 107 |
| Property expenses | (2,961) | (680) | (4,174) | (207) | (8,022) |
| Employee expenses | (3,656) | (887) | (3,725) | (1,786) | (10,054) |
| Administration expenses | (532) | (155) | (300) | (1,424) | (2,411) |
| Operational, marketing and selling expenses | (705) | (224) | (373) | (633) | (1,935) |
| Manufactured home cost of sales | (1,102) | - | - | - | (1,102) |
| Finance expense | - | - | - | (2,433) | (2,433) |
| Income tax benefit | - | - | - | 2,323 | 2,323 |
| Depreciation expense | (6) | - | (32) | (115) | (153) |
| Underlying profit/(loss) – continuing operations | 1,953 | 2,715 | 5,358 | (4,009) | 6,017 |
| Reconciliation of underlying profit to profit from | |||||
| continuing operations: | |||||
| Net foreign exchange gain | - | - | - | 57 | 57 |
| Net loss on disposal of investment property | - | (316) | - | (7) | (323) |
| Net gain/(loss) on change in fair value of: | |||||
| - Investment properties | (8,670) | (2,401) | 1,762 | - | (9,309) |
| - Derivatives | - | - | - | 98 | 98 |
| - Retirement village resident loans | - | (86) | - | - | (86) |
| Gain on revaluation of newly constructed villages | - | (1,144) | - | - | (1,144) |
| Income tax benefit associated with reconciliation items | - | - | - | 3,603 | 3,603 |
| Profit/(loss) from continuing operations per the | |||||
| consolidated statement of comprehensive income | (6,717) | (1,232) | 7,120 | (258) | (1,087) |
| (iii)Segment assets | 153,715 | 217,312 | 161,466 | 35,540 | 568,033 |
(d) Impact of seasonality on segment results
The results of the Group are affected by the seasonal impact of Active Lifestyle Estates investments. Occupancy rates of short term cabins are higher in the period December through to March each year due to their geographic location and summer holiday months increasing demand for holiday bookings.
Page 22
Notes to the consolidated financial statements for the six months ended 31 December 2015
4. Earnings per security
| 4. Earnings per security |
||
|---|---|---|
| 1H16 | 1H15 | |
| (a) Per security | ||
| Profit/(loss) attributable to securityholders ($’000) | 10,779 | (987) |
| Profit/(loss) from continuing operations ($’000) | 10,779 | (1,087) |
| Profit/(loss) from discontinued operations ($000) | - | 100 |
| Weighted average number of securities outstanding (thousands): | ||
| - Issued securities | 149,156 | 127,198 |
| Dilutive securities | ||
| - Performance quantum rights | 619 | 1,260 |
| - Long-term incentive rights | 223 | - |
| - Short-term incentive rights | 36 | - |
| Weighted average number of issued and dilutive potential securities | ||
| outstanding (thousands) | 150,034 | 128,458 |
| Basic earnings per security from continuing operations (cents) | 7.2 | (0.9) |
| Basic earnings per security from discontinued operations (cents) | - | 0.1 |
| Basic earnings per security (cents) | 7.2 | (0.8) |
| Dilutive earnings per security from continuing operations (cents) | 7.2 | (0.9) |
| Dilutive earnings per security from discontinued operations (cents) | - | 0.1 |
| Dilutive earnings per security (cents) | 7.2 | (0.8) |
| (b) Per security attributable to parent | ||
| Profit/(loss) attributable to securityholders ($’000) | (1,180) | 160 |
| Weighted average number of securities outstanding (thousands): | ||
| - Issued securities | 149,156 | 127,198 |
| Dilutive securities | ||
| - Performance quantum rights | 619 | 1,260 |
| - Long-term incentive rights | 223 | - |
| - Short-term incentive rights | 36 | - |
| Weighted average number of issued and dilutive potential securities | ||
| outstanding (thousands) | 150,034 | 128,458 |
| Basic earnings per security (cents) | (0.8) | 0.1 |
| Dilutive earnings per security (cents) | (0.8) | 0.1 |
The previous corresponding period weighted average number of securities and earnings per security have been adjusted for the 6:1 stapled security consolidation effective 19 November 2015. Refer to Note 13 for further details on the stapled security consolidation.
Page 23
Notes to the consolidated financial statements for the six months ended 31 December 2015
5. Revenue
| 5. Revenue |
||
|---|---|---|
| 1H16 | 1H15 | |
| a. Rental income | $’000 | $’000 |
| Residential rental income – Garden Villages | 11,972 | 12,088 |
| Residential rental income – Settlers Lifestyle | 288 | 384 |
| Residential rental income – Active Lifestyle Estates | 5,964 | 3,762 |
| Annuals rental income – Active Lifestyle Estates | 1,280 | 512 |
| Short-term rental income – Active Lifestyle Estates | 7,840 | 4,012 |
| Commercial rental income – Active Lifestyle Estates | 223 | 91 |
| Total rental income | 27,567 | 20,849 |
| b. Other property income | ||
| Government incentives | 71 | 70 |
| Commissions and administrative fees | 406 | 375 |
| Anciliary lifestyle park income | 293 | 219 |
| Utility recoveries | 518 | 349 |
| Sundry income | 293 | 258 |
| Total other property income | 1,581 | 1,271 |
6. Finance Expense
| 1H16 | 1H15 | |
|---|---|---|
| $’000 | $’000 | |
| Debt facility interest paid or payable | (2,342) | (2,220) |
| Deferred consideration interest on acquisitions | (429) | (54) |
| Finance lease interest paid or payable(1) | (147) | (159) |
| Total finance expense | (2,918) | (2,433) |
(1) Finance lease interest relates to a long-term lease with Gosford City Council for the land and facilities of Ettalong Holiday Village and long-term Crown leases in relation to One Mile Beach Holiday Park.
Page 24
Notes to the consolidated financial statements for the six months ended 31 December 2015
7. Assets and Liabilities Held for Sale
During the period, management assessed that the five Settlers Lifestyles assets classified as ‘assets held for sale’ in the previous period, no longer met the criteria under the relevant accounting standards. Accordingly, these assets were transferred back to investment property and the carrying amounts of the associated loans, were transferred back to retirement village resident loans.
| Note | 31 Dec 2015 | 30 Jun 2015 | |
|---|---|---|---|
| (a) Summary of carrying amounts - assets | $’000 | $’000 | |
| Investment properties held for sale - Settlers Lifestyles | 61,598 | 61,598 | |
| Transfered to investment properties during the period | 9(c .) | (61,598) | - |
| - | 61,598 | ||
| (b) Summary of carrying amounts - associated liabilities | |||
| Gross resident loans - held for sale | 44,271 | 44,271 | |
| Accrued deferred management fee - held for sale | (2,230) | (2,230) | |
| Net resident loans | 42,041 | 42,041 | |
| Transfered to retirement village resident loans duringtheperiod | 12 | (42,041) | - |
| - | 42,041 |
8. Inventories
| 8. Inventories |
||
|---|---|---|
| 31 Dec 2015 | 30 Jun 2015 | |
| $’000 | $’000 | |
| Manufactured homes: | ||
| - Completed | 10,605 | 7,975 |
| - Under construction | 4,262 | 4,900 |
| Service station fuel and supplies | 283 | 333 |
| Total inventories | 15,150 | 13,208 |
The manufactured homes balance represents 65 completed homes (30 June 2015: 53) and 42 new homes under construction (30 June 2015: 85).
9. Investment Properties
(a) Summary of carrying amounts
| 31 Dec 2015 | 30 Jun 2015 | |
|---|---|---|
| $’000 | $’000 | |
| Completed properties | 620,225 | 514,125 |
| Properties under development | 51,810 | 25,603 |
| Total carrying amount | 672,035 | 539,728 |
Page 25
Notes to the consolidated financial statements for the six months ended 31 December 2015
9. Investment properties (continued)
(b) Individual valuations and carrying amounts
| Latest | External | ||||
|---|---|---|---|---|---|
| Purchase | external | valuation | |||
| Property | date | valuation | amount | Carrying amount | |
| 31 Dec 2015 | 30 Jun 2015 | ||||
| $’000 | $’000 | $’000 | |||
| Completed properties | |||||
| Garden Villages | |||||
| Yakamia, Yakamia, WA | Jun-04 | Jun-15 | 4,750 | 4,890 | 4,750 |
| Seville Grove, Seville Grove, WA | Jun-04 | Dec-15 | 3,900 | 3,900 | 3,400 |
| Hertford, Sebastopol, VIC | Jun-04 | Dec-15 | 3,700 | 3,700 | 3,910 |
| Carey Park, Bunbury, WA | Jun-04 | Jun-15 | 4,300 | 4,410 | 4,300 |
| Jefferis, Bundaberg North, QLD | Jun-04 | Jun-15 | 4,300 | 4,320 | 4,300 |
| Claremont, Claremont, TAS | Jun-04 | Dec-15 | 3,250 | 3,250 | 3,420 |
| Taloumbi, Coffs Harbour, NSW | Jun-04 | Dec-15 | 4,900 | 4,900 | 4,500 |
| Devonport, Devonport, TAS | Jun-04 | Dec-15 | 1,700 | 1,700 | 1,785 |
| Wheelers, Dubbo, NSW | Jun-04 | Dec-15 | 4,900 | 4,900 | 4,680 |
| Elphinwood, Launceston, TAS | Jun-04 | Jun-15 | 3,750 | 3,800 | 3,750 |
| Glenorchy, Glenorchy, TAS | Jun-05 | Dec-15 | 3,800 | 3,800 | 3,780 |
| Chatsbury, Goulburn, NSW | Jun-04 | Dec-15 | 3,600 | 3,600 | 3,760 |
| Grovedale, Grovedale, VIC | Jun-05 | Jun-15 | 4,700 | 4,845 | 4,700 |
| Horsham, Horsham, VIC | Jun-04 | Jun-15 | 3,900 | 3,950 | 3,900 |
| Sea Scape, Erskine, WA | Jun-04 | Dec-15 | 4,700 | 4,700 | 4,330 |
| Marsden, Marsden, QLD | Jun-05 | Dec-15 | 8,500 | 8,500 | 8,640 |
| Coburns, Brookfield, VIC | Jun-04 | Dec-15 | 3,900 | 3,900 | 3,490 |
| Brooklyn, Brookfield, VIC | Jun-04 | Jun-15 | 4,100 | 4,190 | 4,100 |
| Oxley, Port Macquarie, NSW | Jun-04 | Jun-15 | 4,200 | 4,230 | 4,200 |
| Townsend, St Albans Park, VIC | Jun-04 | Jun-15 | 4,400 | 4,240 | 4,400 |
| St Albans Park, St Albans Park, VIC | Jun-04 | Dec-15 | 4,950 | 4,950 | 4,620 |
| Swan View, Swan View, WA | Jan-06 | Dec-15 | 7,150 | 7,150 | 6,480 |
| Taree, Taree, NSW | Dec-04 | Jun-15 | 3,350 | 3,250 | 3,350 |
| Dubbo, Dubbo, NSW | Dec-12 | Dec-15 | 3,450 | 3,450 | 2,940 |
| Ocean Grove, Mandurah, WA | Feb-13 | Dec-15 | 3,700 | 3,700 | 3,290 |
| Peel River, Tamworth, NSW | Mar-13 | Jun-15 | 4,100 | 4,340 | 4,100 |
| Sovereign, Ballarat, VIC | Jun-13 | Dec-15 | 3,150 | 3,150 | 3,130 |
| Wagga, Wagga Wagga, NSW | Jun-13 | Dec-15 | 4,250 | 4,250 | 4,000 |
| Bathurst, Bathurst, NSW | Jan-14 | Jun-15 | 3,850 | 4,080 | 3,850 |
| Launceston, Launceston, TAS | Jan-14 | Jun-15 | 3,300 | 3,490 | 3,300 |
| Warrnambool, Warrnambool, VIC | Jan-14 | Jun-15 | 2,500 | 2,730 | 2,500 |
| 129,000 | 130,265 | 125,655 |
Page 26
Notes to the consolidated financial statements for the six months ended 31 December 2015
9. Investment properties (continued)
(b) Individual valuations and carrying amounts (continued)
| Latest | External | ||||
|---|---|---|---|---|---|
| Purchase | external | valuation | |||
| Property | date | valuation | amount | Carrying amount | |
| 31 Dec 2015 | 30 Jun 2015 | ||||
| $’000 | $’000 | $’000 | |||
| Settlers Lifestyle | |||||
| Forest Lake, Forest Lake, QLD(3) | Nov-05 | Sep-15 | 16,395 | 16,395 | - |
| Gladstone, South Gladstone, QLD(3) | Nov-05 | Oct-15 | 11,822 | 11,822 | - |
| Gladstone, South Gladstone, QLD - Land(3) | Nov-05 | Oct-15 | 750 | 750 | - |
| Rockhampton, Rockhampton, QLD(3) | Nov-05 | Oct-15 | 14,416 | 14,416 | - |
| Cessnock, Cessnock, NSW (3) | Jun-04 | Oct-15 | 6,604 | 6,604 | - |
| Lakeside, Ravenswood, WA | Apr-07 | Oct-15 | 75,734 | 75,734 | 75,866 |
| Meadow Springs, Mandurah, WA | Apr-07 | Oct-15 | 18,567 | 18,567 | 16,648 |
| Meadow Springs, Mandurah, WA - Land | Apr-07 | Oct-15 | 2,455 | 2,455 | 2,455 |
| Ridgewood Rise, Ridgewood, WA | Apr-07 | Oct-15 | 108,580 | 108,580 | 109,114 |
| Ridge Estate, Gillieston Heights, NSW (3) | Jul-12 | Oct-15 | 13,078 | 13,078 | - |
| 268,401 | 268,401 | 204,083 | |||
| Active Lifestyle Estates | |||||
| The Grange, Morisset, NSW | Mar-13 | Dec-15 | 11,474 | 11,474 | 11,072 |
| Ettalong Beach, Ettalong Beach, NSW (1) | Apr-13 | Dec-15 | 5,788 | 5,788 | 5,583 |
| Albury, Lavington, NSW | Aug-13 | Jun-14 | 1,725 | 2,378 | 2,275 |
| Nepean River, Emu Plains, NSW | Aug-13 | Jun-14 | 11,000 | 13,297 | 13,317 |
| Mudgee Valley, Mudgee, NSW | Sep-13 | Jun-14 | 4,250 | 3,852 | 3,662 |
| Mudgee, Mudgee, NSW | Oct-13 | Jun-14 | 6,393 | 5,912 | 5,934 |
| Kingscliff, Kingscliff, NSW | Nov-13 | Dec-14 | 10,500 | 12,051 | 11,734 |
| Lake Macquarie, Morisset, NSW | Nov-13 | Dec-14 | 5,010 | 5,626 | 4,212 |
| Chain Valley Bay, Chain Valley Bay, NSW (5) | Dec-13 | Dec-14 | 3,700 | - | 247 |
| One Mile Beach, One Mile, NSW(2) | Dec-13 | Dec-14 | 10,500 | 13,255 | 12,769 |
| Hunter Valley, Cessnock, NSW | Feb-14 | Dec-14 | 7,500 | 7,331 | 7,589 |
| Wine Country, Cessnock, NSW | Feb-14 | Dec-14 | 1,000 | 1,000 | 1,000 |
| Sun Country, Mulwala, NSW | Apr-14 | Dec-14 | 6,610 | 6,717 | 6,514 |
| Stoney Creek, Marsden Park, NSW | May-14 | Dec-14 | 14,750 | 10,966 | 10,940 |
| Rouse Hill, Rouse Hill, NSW (4) | Jun-14 | Jun-15 | 16,125 | 16,311 | 16,125 |
| White Albatross, Nambucca Heads, NSW | Dec-14 | Jun-15 | 25,500 | 26,820 | 25,500 |
| Noosa, Tewantin, QLD | Feb-15 | Jun-15 | 13,000 | 13,668 | 13,000 |
| Chambers Pines, Chambers Flat, QLD | Mar-15 | Dec-15 | 15,040 | 15,040 | 14,114 |
| Mannering Park, Mannering Park, NSW | Apr-15 | Jun-15 | 6,800 | 6,904 | 6,800 |
| Sydney Hills, Dural, NSW | Apr-15 | Dec-15 | 12,500 | 12,500 | 12,000 |
| Upstream Bethania, Benthania, QLD | Jul-15 | - | - | 402 | - |
| Conjola Lakeside, Lake Conjola, NSW | Sep-15 | - | - | 21,359 | - |
| Soldiers Point, Port Stephens, NSW | Oct-15 | - | - | 8,898 | - |
| Lakeside Lara, Lara, VIC | Oct-15 | - | - | 10 | - |
| 189,165 | 221,559 | 184,387 | |||
| Total completed properties | 586,566 | 620,225 | 514,125 |
Page 27
Notes to the consolidated financial statements for the six months ended 31 December 2015
9. Investment properties (continued)
(b) Individual valuations and carrying amounts (continued)
| Property | Purchase date | Carrying amount | Carrying amount |
|---|---|---|---|
| 31 Dec 2015 | 30 Jun 2015 | ||
| $’000 | $’000 | ||
| Properties to be developed | |||
| Active Lifestyle Estates | |||
| The Grange, Morisset, NSW | Mar-13 | 1,300 | 1,291 |
| Albury, Lavington, NSW | Aug-13 | 2,158 | 1,993 |
| Mudgee Valley, Mudgee, NSW | Sep-13 | 740 | 775 |
| Mudgee, Mudgee, NSW | Oct-13 | 689 | 430 |
| Kingscliff, Kingscliff, NSW | Nov-13 | 502 | 444 |
| Lake Macquarie, Morisset, NSW | Nov-13 | 458 | 3,279 |
| Chain Valley Bay, Chain Valley Bay, NSW | Dec-13 | 2,711 | 3,700 |
| Hunter Valley, Cessnock, NSW | Feb-14 | 2,706 | 2,133 |
| Wine Country, Cessnock, NSW | Feb-14 | 556 | 556 |
| Sun Country, Mulwala, NSW | Apr-14 | 1,460 | 1,300 |
| Stoney Creek, Marsden Park, NSW | May-14 | 7,339 | 7,064 |
| Chambers Pines, Chambers Flat, QLD | Mar-15 | 3,135 | 2,638 |
| Upstream Bethania, Benthania, QLD | Jul-15 | 7,993 | - |
| Conjola Lakeside, Lake Conjola, NSW | Sep-15 | 3,316 | - |
| Soldiers Point, Port Stephens, NSW | Oct-15 | 2,227 | - |
| Lakeside Lara, Lara, VIC | Oct-15 | 14,520 | - |
| Properties to be developed | 51,810 | 25,603 | |
| Total investment properties | 672,035 | 539,728 |
(1) Ettalong Beach Holiday Park land component is leased from the Gosford City Council and is recognised as investment property with an associated finance lease.
(2) One Mile Beach land component is leased from the Crown under 40 year and perpetual leases and is recognised as investment property with an associated finance lease.
(3) Classified as assets held for sale at 30 June 2015. Transferred back into investment property during the current period because no longer deemed to meet the held for sale criteria.
(4) Rouse Hill has been valued on a highest and best use basis as a medium density residential development.
(5) The remaining Chain Valley Bay residents vacated the park during the period. Accordingly, the 30 June 2015 residual property balance has been classified as ‘to be developed’.
Investment property that has not been valued by external valuers at reporting date is carried at the Group’s estimate of fair value in accordance with the accounting policy. Properties acquired during the period are carried at purchase price, excluding acquisition costs, plus any subsequent, supportable capital expenditure, which is reflective of the fair value.
Valuations of retirement villages are provided net of retirement village residents’ loans (after deducting any accrued deferred management fees). For presentation in this note, the external valuations shown are stated before deducting this liability to reflect the separate balance sheet presentation. The carrying amounts include the fair value of units completed since the date of the external valuation.
Page 28
Notes to the consolidated financial statements for the six months ended 31 December 2015
9. Investment properties (continued)
(c) Movements in carrying amounts
| 31 Dec 2015 | 30 June 2015 | ||
|---|---|---|---|
| Note | $’000 | $’000 | |
| Carrying amount at beginning of the period | 539,728 | 498,863 | |
| Acquisitions | 61,349 | 78,152 | |
| Expenditure capitalised | 5,738 | 14,356 | |
| Disposals | - | (6,290) | |
| Net transfer from/(to) inventory | 517 | (159) | |
| Net gain/(loss) on change in fair value | 3,106 | 16,404 | |
| Transferred from/(to) assets held for sale | 7 | 61,598 | (61,598) |
| Carrying amount at end of the period | 672,035 | 539,728 |
Fair value hierarchy disclosures for investment properties have been provided in Note 16.
(d) Reconciliation of fair value
| Active | ||||
|---|---|---|---|---|
| Garden | Settlers | Lifestyle | ||
| Villages | Lifestyle | Estates | Total | |
| $’000 | $’000 | $’000 | $’000 | |
| Carrying amount at 1 July 2015 | 125,653 | 204,079 | 209,996 | 539,728 |
| Acquisitions | - | - | 61,349 | 61,349 |
| Expenditure capitalised | 663 | 287 | 4,788 | 5,738 |
| Net transfer from inventory | - | - | 517 | 517 |
| Net gain/(loss) on change in fair value(1) | 3,947 | 2,433 | (3,274) | 3,106 |
| Transferred from assets held for sale | - | 61,598 | - | 61,598 |
| Carrying amount at 31 December 2015 | 130,263 | 268,397 | 273,375 | 672,035 |
(1) Includes $3,881,000 of transaction costs written off in relation to the Active Lifestyle Estates acquisitions that occurred during the period.
Page 29
Notes to the consolidated financial statements for the six months ended 31 December 2015
10. Trade and other payables
| 10. Trade and other payables |
||
|---|---|---|
| 31 Dec 2015 | 30 Jun 2015 | |
| $’000 | $’000 | |
| Current liabilities | ||
| Trade payables and accruals | 10,894 | 10,047 |
| Deposits | 3,203 | 1,184 |
| Other unearned income | 1,607 | 342 |
| Deferred acquisition consideration | 2,500 | 3,500 |
| Total current liabilities | 18,204 | 15,073 |
| Non-current liabilities | ||
| Deferred acquisition consideration | 13,770 | 14,770 |
11. Borrowings
| 31 Dec 2015 | 30 Jun 2015 | |
|---|---|---|
| $’000 | $’000 | |
| Current liabilities | ||
| Finance leases | 294 | 291 |
| Non-current liabilities | ||
| Bank debt | 120,900 | 63,900 |
| Prepaid borrowing costs | (1,454) | (1,681) |
| Finance leases | 4,210 | 4,272 |
| Total non-current borrowings | 123,656 | 66,491 |
(a) Bank debt
The Group has a $175 million multi-lateral debt facility with three Australian banks. The facility maturity dates are:
-
12 February 2018 ($100 million); and
-
12 February 2020 ($75 million)
As at 31 December 2015, the facility has been drawn to $120,900,000 (30 June 2015: $63,900,000). The carrying value of investment property net of resident liabilities at reporting date for the Group’s Australian properties pledged as security is $438,032,000 (30 June 2015: $363,720,000).
On 18 February 2016, the Group finalised the increase to its Australian debt facility limit by $25.0 million to $200.0 million. The additional $25.0 million debt facility has a maturity date of 12 February 2020 and uses the existing facility covenants and pricing.
(b) Bank guarantees
The Group has the ability to utilise a portion of its bank facility to provide bank guarantees. Bank guarantees as at 31 December 2015 were $26.9 million (30 June 2015: $28.8 million).
Page 30
Notes to the consolidated financial statements for the six months ended 31 December 2015
12. Retirement village resident loans
| 31 Dec 2015 | 30 Jun 2015 | ||
|---|---|---|---|
| (a)Summary of carrying amounts | Note | $’000 | $’000 |
| Gross resident loans | 236,793 | 191,857 | |
| Accrued deferred management fee | (31,830) | (29,979) | |
| Net resident loans | 204,963 | 161,878 | |
| (b)Movements in carrying amounts | |||
| Carrying amount at beginning of period | 161,878 | 190,122 | |
| Net (gain)/loss on change in fair value of resident loans | 812 | 8,878 | |
| Accrued deferred management fee income | (2,521) | (6,788) | |
| Deferred management fee cash collected | 622 | 2,056 | |
| Proceeds from resident loans | 5,976 | 19,815 | |
| Repayment of resident loans | (3,708) | (10,544) | |
| Transfer from/(to) liabilities held for sale | 7 | 42,041 | (42,041) |
| Other | (137) | 380 | |
| Carrying amount at end of period | 204,963 | 161,878 |
Fair value hierarchy disclosures for retirement village resident loans have been provided in Note 16.
Page 31
Notes to the consolidated financial statements for the six months ended 31 December 2015
13. Issued Securities
| 31 Dec 2015 | 30 Jun 2015 | |
|---|---|---|
| (a) Carrying values |
$’000 | $’000 |
| At beginning of the period | 657,214 | 569,116 |
| Issued during the period: | ||
| - Dividend Reinvestment Plan issues | 1,851 | 2,884 |
| - Institutional placement | 4,355 | 45,315 |
| - Rights issue | - | 43,769 |
| - Institutional Placement and Rights issue costs | (127) | (3,870) |
| At end of period | 663,293 | 657,214 |
| The closing balance is attributable to the securityholders of: | ||
| - Ingenia Communities Holding Limited | 8,979 | 8,900 |
| - Ingenia Communities Fund | 624,053 | 619,286 |
| - Ingenia Communities Management Trust | 30,261 | 29,028 |
| 663,293 | 657,214 |
| 31 Dec 2015 | 30 Jun 2015 | |
|---|---|---|
| (b) Movement in number of issued securities |
Thousands | Thousands |
| At beginning of period | 882,700 | 676,240 |
| Issued during the year: | ||
| - Retention Quantum Rights | - | 1,818 |
| - Performance Quantum Rights | 3,842 | - |
| - Dividend Reinvestment Plan | 4,305 | 6,674 |
| - Institutional Placement | 10,127 | 100,701 |
| - Rights Issue | - | 97,267 |
| 6 to 1 consolidation of stapled securities | (750,810) | - |
| At end of period | 150,164 | 882,700 |
(c) Consolidation of stapled securities
At the Annual General Meeting on 17 November 2015, securityholders voted in favour of a consolidation of the Group’s stapled securities. The Group consolidated 6 stapled securities into 1 stapled security with effect from 19 November 2015. Where the consolidation resulted in a fraction of a security being held by a securityholder, that fraction was rounded up to the nearest whole security.
(d) Terms of securities
All securities are fully paid and rank equally with each other for all purposes. Each security entitles the holder to one vote, in person or by proxy, at a meeting of securityholders.
Page 32
Notes to the consolidated financial statements for the six months ended 31 December 2015
14. Share based payments
The Group’s current Rights Plan provides for the issuance of rights to eligible employees, which upon a determination by the Board that the performance conditions attached to the rights have been met, result in the issue of stapled securities in the Group for each right. The Rights Plan was approved at the 12 November 2014 Annual General Meeting (AGM) and contains the following:
(a) Short-Term Incentive Plan (STIP)
STIP performance rights are awarded to eligible employees whose achievements, behaviour, and focus meet the Group’s business plan and individual Key Performance Indicators (KPIs) measured over the financial year. STIP rights are subject to a one year vesting deferral period from the issue date and allow for certain lapsing conditions within the deferral period, should certain conditions occur. Payment of STIP rights are 50% cash and a 50% deferred equity element linked to earnings growth sustainability.
The deferred expense for conditional STIP rights recognised for the period is $123,988 (2014: $43,000) and is based on an estimate of the Group’s and individual employee’s current period performance. The total value of STIP rights is subject to adjustment up until the final full-year audited result is known and KPIs reliably measured, being 1 October 2016.
(b) Long-Term Incentive Plan (LTIP)
LTIP performance rights are granted to individuals to align their focus with the Group’s required Total Shareholder Return (TSR) and Return on Equity (ROE), as measured over three financial years. TSR is benchmarked against the ASX 300 Industrials Index, and contributes 70%, whilst ROE is benchmarked against internal targets, and contributes 30%. The ROE component is a new inclusion for the year ended 30 June 2016. Payment of LTIP rights is in equity, in order to increase alignment with securityholder’s interests.
LTIP rights replaced the Performance Quantum Rights (PQRs) for the year ended 30 June 2015. The last remaining PQRs are due to vest on 1 July 2016.
During the period, 185,614 LTIP rights (adjusted for the 6:1 security consolidation) were granted to eligible employees of the Group. The number of rights that will vest depends on the TSR and ROE achieved, and is also conditional on the eligible employee being employed by the Group on the vesting date (30 September 2018). The measurement period for the rights is 1 October 2015 to 30 September 2018. One right equates to one security in the Group.
Page 33
Notes to the consolidated financial statements for the six months ended 31 December 2015
14. Share based payments (continued)
The fair value of the LTIP rights issued during the period were estimated using a Monte Carlo Simulation model. The LTIP rights fair values and underlying assumptions were:
| Grant Date | 17 November 2015 |
|---|---|
| Security price at grant date | $2.67 |
| 30 day Volume Weighted Average Price (VWAP) at start of | $2.64 |
| performance period | |
| Expected remaining life at grant date | 2.9 |
| Risk-free interest rate at grant date | 2.05% |
| Distribution yield | 4.05% (FY16) |
| 4.49% (FY17) | |
| 5.62% (FY18) | |
| LTIP right fair value (TSR hurdle) | $1.58 |
| LTIP right fair value (ROE hurdle) | $2.67 |
| Weighted Average LTIP fair value | $1.91 |
The fair value of the rights is recognised as an employee benefit expense with a corresponding increase in reserves. The fair value is expensed on a straight-line basis over the vesting period. The expense recognised for the period was $411,000 (2014: $288,000).
Page 34
Notes to the consolidated financial statements for the six months ended 31 December 2015
15. Financial Instruments
The Group uses the following fair value measurement hierarchy:
-
Level 1: fair value is calculated using quoted prices in active markets for identical assets or liabilities;
-
Level 2: fair value is calculated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
-
Level 3: fair value is calculated using inputs for the asset or liability that are not based on observable market data.
-
Quoted market price represent the fair value determined based on quoted prices on active markets as at the reporting date without deduction for transaction costs.
The following table represents the Group’s financial instruments that were measured and recognised at fair value at reporting date:
| Valuation | Significant | Relationship of | |
|---|---|---|---|
| Financial assets/ | technique(s) and | unobservable | unobservable inputs |
| financial liabilities | key inputs | inputs | to fair value |
| Retirement | Loans measured as | Long-term capital | The higher the |
| village resident | the ingoing resident’s | appreciation rates for | appreciation, the |
| loans | contribution plus the | residential property | higher the value of |
| resident’s share of | between 0-4%. | resident loans. The | |
| capital appreciation | Estimated length of | longer the length of | |
| to reporting date, less | stay of residents | stay, the lower the | |
| DMF accrued to | based on life tables. | value of resident | |
| reporting date. | loans. | ||
| Deferred | DMF measured using | Estimated length of | The longer the length |
| management | the initial property | stay of residents | of stay, the higher the |
| fee accrued | price, estimated | based on life table. | DMF accrued, |
| length of stay, | capped at a | ||
| various contract | predetermined period | ||
| terms and projected | of time. | ||
| property price at time | |||
| of re-leasing. | |||
| Derivative | Net present value of | N/A | N/A |
| interest rate | future cash flows | ||
| swaps | discounted at market | ||
| rates adjusted for the | |||
| Group’s creditrisk. |
There has been no movement from Level 3 to Level 2 during the current period. Changes in the Group’s retirement village resident loans which are Level 3 instruments are presented in Note 12.
The carrying amount of the Groups’ other financial instruments approximate their fair values.
Page 35
Notes to the consolidated financial statements for the six months ended 31 December 2015
16. Fair value measurement
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities:
| Fair value measurement | Fair value measurement | using: | ||||
|---|---|---|---|---|---|---|
| Quoted prices | Significant | Significant | ||||
| a. Assets Measured at Fair Value | in active markets |
observable inputs |
unobservable inputs |
|||
| Date of | Total | (Level 1) | (Level 2) | (Level 3) | ||
| 31 December 2015 | valuation | $’000 | $’000 | $’000 | $’000 | |
| Investment properties | 31 Dec 2015 Refer Note 9 |
672,035 | - | - | 672,035 | |
| 30 June 2015 | ||||||
| Investment properties | 30 June 2015 Refer Note 9 |
539,728 | - | - | 539,728 | |
| Assets held for sale - investment property |
30 June 2015 Refer Note 7 |
61,598 | - | 61,598 | - | |
| b. Liabilities Measured at Fair Value | ||||||
| 31 December 2015 | ||||||
| Retirement village resident loans | 31 Dec 2015 Refer Note 12 |
204,963 | - | - | 204,963 | |
| Derivatives | 31 Dec 2015 | 10 | - | 10 | - | |
| 30 June 2015 | ||||||
| Retirement village resident loans | 30 June 2015 Refer Note 12 |
161,878 | - | - | 161,878 | |
| Derivatives | 30 June 2015 | - | - | 3 | - | |
| Liabilities held for sale - resident loans | 30 June 2015 Refer Note 7 |
42,041 | - | 42,041 | - |
There have been no transfers between Level 2 and Level 3 during the period.
Page 36
Notes to the consolidated financial statements for the six months ended 31 December 2015
17. Subsequent events
a) Increase to debt facility limit
On 18 February 2016, the Group finalised the increase to its Australian debt facility limit by $25.0 million, to $200.0 million. The additional $25.0 million debt facility has a maturity date of 12 February 2020 and uses the existing facility covenants and pricing.
b) Acquisition of Big 4 Broulee Beach Holiday Park
On 8 February 2016, the Group exchanged unconditional contracts for the acquisition of Big 4 Broulee Beach Holiday Park on the NSW South Coast. The acquisition price was $5.5 million (excluding transaction costs) and will be funded by drawing down on the recently increased debt facility limit.
c) 1H16 interim distribution
On 23 February 2016 the Directors of the Group resolved to declare a 1H16 interim distribution of 4.2cps (1H15: 3.9cps - restated for the November 2015 6:1 security consolidation) amounting to $6,306,884, to be paid on 16 March 2016. The distribution is 72.6% tax deferred and the distribution reinvestment plan will be in operation for this 1H16 distribution.
Page 37
Directors’ Declaration for the six months ended 31 December 2015
In accordance with a resolution of the Directors of Ingenia Communities Holdings Limited, I state that:
-
In the opinion of the Directors:
-
(a) the financial statements and notes of Ingenia Communities Holdings Limited for the halfyear ended 31 December 2015 are in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of its financial position as at 31 December 2015 and of its performance for the half-year ended on that date; and
-
(ii) complying with Accounting Standards (including Australian Accounting Interpretations) and Corporations Regulations 2001 ; and
-
-
(b) there are reasonable grounds to believe that Ingenia Communities Holdings Limited will be able to pay its debts as and when they become due and payable.
On behalf of the Board
==> picture [94 x 35] intentionally omitted <==
Jim Hazel Chairman 23 February 2016
Ernst & Young 680 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au
==> picture [71 x 81] intentionally omitted <==
To the unitholders of Ingenia Communities Holdings Limited
Report on the Half-year Financial Report
We have reviewed the accompanying half-year financial report of Ingenia Communities Holdings Limited, which comprise the consolidated statement of financial position as at 31 December 2015, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated cash flow statement for the half year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year or from time to time during the half-year.
Directors’ Responsibility for the Half-year Financial Report
The directors of Ingenia Communities Holdings Limited are responsible for the preparation of the halfyear financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine are necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the 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 31 December 2015 and 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 . As the auditor of Ingenia Communities Holdings Limited and the entities it controlled during the period, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
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.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We have given to the directors of the Responsible Entity a written Auditor’s Independence Declaration, a copy of which is included in the Directors’ Report.
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation
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Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Ingenia Communities Holdings Limited is not in accordance with the Corporations Act 2001 , including:
-
a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2015 and of its performance for the half-year ended on that date; and
-
b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
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Ernst & Young
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Chris Lawton Partner Sydney 23 February 2016
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation
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INGENIA COMMUNITIES FUND AND INGENIA COMMUNITIES MANAGEMENT TRUST
HALF-YEAR FINANCIAL REPORT 31 DECEMBER 2015
www.ingeniacommunities.com.au
Registered Office: Level 9, 115 Pitt Street, Sydney NSW 2000
Directors’ Report for the six months ended 31 December 2015
Contents
| Contents | |
|---|---|
| Directors’ Report | 1 |
| Auditor’s Independence Declaration | 5 |
| Consolidated Statements of Comprehensive Income | 6 |
| Consolidated Balance Sheets | 8 |
| Consolidated Cash Flow Statements | 9 |
| Consolidated Statement of Changes in Unitholders’ Interests | 10 |
| Notes to the Financial Statements | 12 |
| 1. Summary of significant accounting policies |
12 |
| 2. Accounting estimates and judgements |
14 |
| 3. Segment information |
16 |
| 4. Earnings per unit |
20 |
| 5. Inventories |
20 |
| 6. Investment properties |
21 |
| 7. Trade and other payables |
21 |
| 8. Borrowings |
22 |
| 9. Retirement village resident loans |
23 |
| 10. Issued units |
24 |
| 11. Financial instruments |
25 |
| 12. Fair value measurement |
26 |
| 13. Subsequent events |
27 |
| Directors’ Declaration | 28 |
| Auditor’s Report | 29 |
Page 1
Directors’ Report for the six months ended 31 December 2015
The Ingenia Communities Fund (ICF or the Fund) (ARSN 107 459 576) and the Ingenia Communities Management Trust (ICMT) (ARSN 122 928 410) (together the Trusts) are Australian registered schemes. Ingenia Communities RE Limited (ACN 154 464 990; Australian Financial Services Licence number 415862), the Responsible Entity of the Trusts, is incorporated and domiciled in Australia.
The parent company of Ingenia Communities RE Limited (ICRE or Responsible Entity) is Ingenia Communities Holdings Limited (the Company). The shares of the Company and the units of the Trusts are stapled and trade on the Australian Securities Exchange (ASX) as a single security. The Company and the Trusts along with their subsidiaries are collectively referred to as the Group in this report.
The Directors’ Report is a combined Directors’ Report that covers the Trusts for the half year ended 31 December 2015 (the current period).
1. DIRECTORS
The Directors of the Ingenia Communities RE Limited at any time during or since the period were:
Non-executive directors
Jim Hazel (Chairman) Robert Morrison (appointed Deputy Chairman 2 December 2015) Philip Clark AM Amanda Heyworth Norah Barlow ONZM
Executive Directors
Simon Owen (Managing Director and Chief Executive Officer (MD and CEO)
2. OPERATING AND FINANCIAL REVIEW
a) ICF and ICMT Overview
ICF and ICMT are two of the entities forming part of Ingenia Communities Group, which is a triple stapled structure, traded on the ASX.
The Group is an active owner, manager and developer of a diversified portfolio of retirement villages and lifestyle parks across Australia. Its real estate assets are valued on a net basis at $462.6 million at 31 December 2015 ($392.8 million at 30 June 2015), being 24 lifestyle parks, 31 rental villages, and eight deferred management fee (DMF) villages. The Group is in the ASX 300 with a market capitalisation of approximately $401.0 million at 31 December 2015.
The Group’s vision is to create Australia’s best lifestyle parks which deliver earnings growth for securityholders and memorable experiences for our residents.
b) Strategy
The strategies of ICF and ICMT are aligned with those of the Group. The Group’s strategic areas of focus are:
-
Growing asset returns through both the operational and development areas of the business
-
Establishing scale from development within the earnings base
-
Continuing operational efficiency improvements
-
Actively managing sources of funding to achieve earnings objectives
Page 2
Directors’ Report for the six months ended 31 December 2015
During the period, the following progress was made on the Group’s strategic priorities:
-
Garden Villages like-for-like occupancy was 89.6%, up 1.3% from 1H15
-
Settled 58 manufactured homes, up 625% from 1H15
-
Acquired and integrated four new lifestyle parks
-
10 lifestyle parks developments now underway
-
Residents accessing our Care Assist program grown to 341
-
Investment made into a CRM system which launched this month
-
Progress made on recycling capital from low cash yielding Settlers DMF assets into higher cash yielding lifestyle parks.
The key immediate business priorities of the Group are:
-
Monetising equity from the Group’s DMF portfolio to fund growth
-
Acquiring additional lifestyle parks in existing and newly identified clusters
-
Building further velocity in the delivery and sale of new manufactured homes within its lifestyle parks
-
Improving returns from existing parks
-
Growing occupancy rates within the Garden Villages portfolio
-
Continuing occupancy and average room rate growth from short-term accommodation within our lifestyle parks
-
Increasing cash yields from stable non-development assets through operational efficiencies
-
Ensuring active utilisation of existing capital sources.
c) 1H16 Financial results
1H16 has been a period of acquiring and bedding down operations across the eight assets acquired over the last 12 months. Management remains focused on increasing occupancy within the Garden Villages portfolio and identification of cost saving initiatives across the Trusts.
In September 2015, ICF raised $6.1 million (net of costs) from the 2H15 distribution reinvestment plan (DRP) and institutional placement. The Group undertook a 6:1 stapled security consolidation in November 2015 following securityholder approval at the AGM.
ICMT acquired four lifestyle parks and exchanged unconditional contracts on an additional lifestyle park for $57.2 million and $8.5 million respectively (excluding transaction costs). Subsequent to the reporting period, unconditional contracts were exchanged for another lifestyle park for $5.5 million (excluding transaction costs).
On 18 February 2016, ICF increased the Australian multilateral debt facility by $25.0 million to $200.0 million providing further capacity for investment in the lifestyle park sector.
d) Key Metrics
-
ICF made a net profit from continuing operations for the period of $11.7 million, up 24% from the prior comparative period
-
ICMT made a net profit of $0.3 million, up from the prior comparative period loss of $9.6 million
-
1H16 distribution of 4.2cpu by ICF (ICMT: nil).
Page 3
Directors’ Report for the six months ended 31 December 2015
e) Capital Management
The Group maintains a prudent and considered approach to capital management and strengthened its capital position by undertaking a DRP and institutional placement in connection with the 2H15 distribution. Subsequent to the reporting period, the Group completed amendments to its debt facility, which increased the facility limit by $25.0 million, to $200.0 million.
As at 31 December 2015, the loan-to-value ratio (LVR) is 32.4%, which is in-line with its target range of 3035%.
f) Distributions
On 25 August 2015, the Directors of ICF declared a final distribution for 2015 of 4.2 cents per unit (cpu) after adjusting for the 6:1 stapled security consolidation in November 2015 (2014: 3.9 cpu – adjusted for the security consolidation), amounting to $6,205,793 which was paid on 16 September 2015.
g) Outlook
The Trusts are well positioned to continue growing its lifestyle parks business with a significant development pipeline in place. Ongoing growth in sales and settlements volumes is expected in 2H16 as additional projects begin to contribute post launch. A continuing focus remains on opportunities for revenue growth or cost minimisation to grow recurring yields across the portfolios.
The Trusts will continue to regularly assess the performance of its existing assets and where appropriate recycle capital into other opportunities delivering superior returns.
3. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Changes in the state of affairs during the period are set out in the various reports in this half-year financial report. Refer to Note 6 for investment properties acquired during the period Note 8 for details of the Australian debt facility increase, and Note 10 regarding the 6:1 stapled securities consolidation.
4. SUBSEQUENT EVENTS
a) Increase to debt facility limit
On 18 February 2016, ICF finalised the increase to its Australian debt facility limit by $25.0 million, to $200.0 million. The additional $25.0 million debt facility has a maturity date of 12 February 2020 and uses the existing facility covenants and pricing.
b) Acquisition of Big 4 Broulee Beach Holiday Park
On 8 February 2016, ICMT exchanged unconditional contracts for the acquisition of Big 4 Broulee Beach Holiday Park on the NSW South Coast. The acquisition price was $5.5 million (excluding transaction costs) and will be funded by drawing down on debt.
c) 1H16 interim distribution
On 23 February 2016 the Directors of the Group resolved to declare a 1H16 interim distribution of 4.2cpu (1H15: 3.9cpu - restated for the November 2015 6:1 security consolidation) amounting to $6,306,884, to be paid on 16 March 2016. The distribution is 72.6% tax deferred and the distribution reinvestment plan will be in operation for this 1H16 distribution.
Page 4
Directors’ Report for the six months ended 31 December 2015
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 5.
6. GROUP INDEMNITIES
The Trusts have purchased various insurance policies to cover a range of risks (subject to specified exclusions) for directors, officers and employees of the Group serving in their respective capacities. Key insurance policies include: directors and officers insurance, professional indemnity insurance and management liability insurance.
7. INDEMNIFICATION OF AUDITORS
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young Australia, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young during or since the period.
8. ROUNDING OF AMOUNTS
The Trusts are of a kind referred to in ASIC Class Order 98/100, and in accordance with that Class Order, amounts in the financial report and Director’s report have been rounded to the nearest thousand dollars, unless otherwise stated.
Signed in accordance with a resolution of the directors of the Responsible Entity.
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Jim Hazel Chairman Sydney 23 February 2016
Ernst & Young 680 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au
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Auditor’s Independence Declaration to the Directors of Ingenia Communities RE Limited as Responsible Entity for Ingenia Communities Fund and Ingenia Communities Management Trust
As lead auditor for the review of Ingenia Communities Fund and its controlled entities and Ingenia Communities Management Trust and its controlled entities for the half-year ended 31 December 2015, I declare 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 Ingenia Communities Fund and the entities it controlled and Ingenia Communities Management Trust and the entities it controlled during the financial period.
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Ernst & Young
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Chris Lawton Partner Sydney 23 February 2016
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation
Page 6
Consolidated Statements of Comprehensive Income for the six months ended 31 December 2015
| **INGENIA COMMUNITIES ** | **INGENIA COMMUNITIES ** | INGENIA COMMUNITIES | INGENIA COMMUNITIES | ||
|---|---|---|---|---|---|
| Note | FUND | MANAGEMENT TRUST | |||
| 1H16 | 1H15 | 1H16 | 1H15 | ||
| $’000 | $’000 | $’000 | $’000 | ||
| Continuing operations | |||||
| Revenue | |||||
| Rental income | 4,551 | 4,860 | 27,567 | 20,849 | |
| Accrued deferred management fee income | 9(b) | - | - | 2,521 | 2,735 |
| Manufactured home sales | - | - | 15,359 | 1,930 | |
| Catering income | - | - | 1,656 | 1,768 | |
| Service station sales | - | - | 3,451 | - | |
| Other property income | - | - | 1,581 | 1,112 | |
| Interest income | 6,277 | 6,852 | 9 | 5 | |
| 10,828 | 11,712 | 52,144 | 28,399 | ||
| Property expenses | (181) | (206) | (14,889) | (12,676) | |
| Employee expenses | - | - | (10,985) | (7,880) | |
| Administrative expenses | (100) | (288) | (1,325) | (1,329) | |
| Operational, marketing and selling expenses | - | (556) | (1,586) | (1,301) | |
| Cost of manufactured homes | - | - | (10,759) | (1,102) | |
| Service station expenses | - | - | (3,092) | - | |
| Finance expenses | (2,225) | (1,975) | (6,766) | (6,957) | |
| Net foreign exchange gain/(loss) | 176 | 2,060 | 35 | (2,005) | |
| Net gain/(loss) on disposal of investment properties | - | (2,013) | (4) | 1,697 | |
| Net gain/(loss) on change in fair value of: | |||||
| - Investment properties | 6(b) | 4,183 | 1,525 | (1,077) | (10,834) |
| - Derivatives | (6) | 98 | - | - | |
| - Retirement village resident loans | - | - | (812) | (86) | |
| Depreciation and amortisation expense | (12) | (67) | (182) | (56) | |
| Responsible Entity’s fees and expenses | (957) | (878) | (1,314) | (1,101) | |
| Profit/(loss) from continuing operations before income tax | 11,706 | 9,412 | (612) | (15,231) | |
| Income tax benefit | - | - | 865 | 5,663 | |
| Profit/(loss) from continuing operations | 11,706 | 9,412 | 253 | (9,568) | |
| Loss from discontinued operations (1) | (3,874) | - | - | (991) | |
| Net profit/(loss) for the period | 7,832 | 9,412 | 253 | (10,559) | |
| Other comprehensive income, net of income tax | |||||
| Items that may be reclassified subsequently to profit or loss: | |||||
| - Foreign currency translation differences arising during the period | - | 1,846 | - | (507) | |
| - Release of foreign currency translation reserve on disposal of | |||||
| foreign operations | - | (1,620) | - | 338 | |
| Total comprehensive income for the period, net of income tax | 7,832 | 9,638 | 253 | (10,728) | |
| Profit/(loss) attributable to unitholders of: | |||||
| Ingenia Communities Fund | 7,832 | 9,412 | 3 | (2,861) | |
| Ingenia Communities Management Trust | - | - | 250 | (7,698) | |
| 7,832 | 9,412 | 253 | (10,559) | ||
| Total comprehensive income attributable to unitholders of: | |||||
| Ingenia Communities Fund | 7,832 | 9,638 | 3 | (2,861) | |
| Ingenia Communities Fund Management Trust | - | - | 250 | (7,867) | |
| 7,832 | 9,638 | 253 | (10,728) |
(1) Loss from discontinued operations relates to the disposal of the New Zealand Students business.
Page 7
Consolidated Statements of Comprehensive Income for the six months ended 31 December 2015
| INGENIA COMMUNITIES | INGENIA COMMUNITIES | INGENIA COMMUNITIES | INGENIA COMMUNITIES | ||
|---|---|---|---|---|---|
| Note | FUND | MANAGEMENT TRUST | |||
| 1H16 | 1H15 | 1H16 | 1H15 | ||
| Cents | Cents | Cents | Cents | ||
| Distributions per unit(1)(2) | 4.2 | 3.9 | - | - | |
| Earnings per unit:(2) | |||||
| Basic earnings from continuing operations | 4 | 7.8 | 7.4 | 0.2 | (7.5) |
| Basic earnings | 4 | 5.3 | 7.4 | 0.2 | (8.3) |
| Diluted earnings from continuing operations | 4 | 7.8 | 7.3 | 0.2 | (7.4) |
| Diluted earnings | 4 | 5.2 | 7.3 | 0.2 | (8.2) |
(1) Distributions relate to the final distribution paid for the previous reporting period. An interim distribution of 4.2 cents for the current reporting period was declared on 23 February 2016 and due to be paid on 16 March 2016 .
(2) Current and previous comparative period amounts have been restated to account for the 6:1 stapled security consolidation that was completed on 19 November 2015.
Page 8
Consolidated Balance Sheets as at 31 December 2015
| Note | Ingenia Communities Fund Ingenia Communities Management Trust |
|---|---|
| 31 Dec 2015 30 Jun 2015 31 Dec 2015 30 Jun 2015 $’000 $’000 $’000 $’000 |
|
| Current assets Cash and cash equivalents Trade and other receivables Inventories 5 Income tax receivable Assets held for sale - investmentproperties |
6,275 8,966 4,071 6,094 2,670 2,643 5,788 4,104 - - 15,150 13,208 - 16 - 16 - - - 61,598 |
| Total current assets | 8,945 11,625 25,009 85,020 |
| Non-current assets Trade and other receivables Receivable from related party Investment properties 6 Plant and equipment Intangibles Investments Deferred tax asset |
31,547 31,401 - 110 250,393 185,798 - - 158,442 153,434 513,593 386,294 113 122 572 459 2 2 1,790 1,577 - 3,874 - - - - 5,471 4,606 |
| Total non-current assets | 440,497 374,631 521,426 393,046 |
| Total assets | 449,442 386,256 546,435 478,066 |
| Current liabilities Trade and other payables 7 Borrowings 8 Retirement village resident loans 9 Liabilities held for sale - resident loans Provisions Derivatives Payable to relatedparty |
756 1,200 15,958 12,785 - - 2,818 2,817 - - 204,963 161,878 - - - 42,041 - - 1,044 830 10 3 - - - - 253,099 189,635 |
| Total current liabilities | 766 1,203 477,882 409,986 |
| Non-current liabilities Trade and other payables 7 Borrowings 8 Provisions |
- - 13,770 14,770 119,446 62,217 33,193 33,252 - - 294 248 |
| Total non-current liabilities | 119,446 62,217 47,257 48,270 |
| Total liabilities | 120,212 63,420 525,139 458,256 |
| Net assets | 329,230 322,836 21,296 19,810 |
| Equity Issued units 10(a) Reserves Accumulated losses |
624,053 619,285 30,261 29,028 - - - - (294,823) (296,449) (8,268) (8,518) |
| Unitholders’ interest Non-controllinginterest |
329,230 322,836 21,993 20,510 - - (697) (700) |
| Total equity | 329,230 322,836 21,296 19,810 |
| Attributable to unitholders of: Ingenia Communities Fund Ingenia Communities Management Trust |
329,230 322,836 (697) (700) - - 21,993 20,510 |
| 329,230 322,836 21,296 19,810 |
Page 9
Consolidated Cash Flow Statements for the six months ended 31 December 2015
| INGENIA COMMUNITIES | INGENIA COMMUNITIES | INGENIA COMMUNITIES | INGENIA COMMUNITIES | |
|---|---|---|---|---|
| FUND | MANAGEMENT TRUST | |||
| 1H16 | 1H15 | 1H16 | 1H15 | |
| $’000 | $’000 | $’000 | $’000 | |
| Cash flows from operating activities | ||||
| Rental and other property income | - | - | 36,443 | 29,465 |
| Property and other expenses | (408) | (124) | (23,456) | (22,832) |
| Proceeds from resident loans | - | - | 4,826 | 10,773 |
| Repayment of resident loans | - | - | (3,475) | (6,221) |
| Proceeds from sale of manufactured homes | - | - | 17,547 | 3,486 |
| Purchase of manufactured homes | - | - | (14,008) | (5,678) |
| Proceeds from sale of service station inventory | - | - | 3,451 | - |
| Purchase of service station inventory | - | - | (3,199) | - |
| Interest received | 79 | 97 | 9 | 2 |
| Borrowing costs paid | (1,860) | (1,975) | (748) | (1,130) |
| Income tax received/(paid) | - | 790 | 4 | - |
| (2,189) | (1,212) | 17,394 | 7,865 | |
| Cash flows from investing activities | ||||
| Purchase and additions of plant and equipment | (2) | - | (271) | (260) |
| Purchase and additions of intangible assets | - | - | (324) | (1,049) |
| Payments for investment properties | - | - | (65,567) | (15,205) |
| Additions to investment properties | (763) | (483) | (5,499) | (5,776) |
| Proceeds/(costs) from sale of investment properties | (36) | - | (13) | 49,588 |
| Amounts received from/(advanced to) villages | - | - | 24 | - |
| (801) | (483) | (71,650) | 27,298 | |
| Cash flows from financing activities | ||||
| Proceeds from issue of stapled securities | 5,106 | 73,483 | 1,015 | 15,343 |
| Payments for security issue costs | (72) | (3,468) | (21) | (473) |
| Payments for derivatives | - | - | - | (444) |
| Finance lease payments | - | - | (58) | (50) |
| Distributions to securityholders | (6,197) | (3,091) | - | (1,311) |
| (Repayment of)/proceeds from borrowings with related parties | (55,241) | - | 51,271 | - |
| Payments for debt issue costs | (343) | (53) | - | (284) |
| Proceeds from borrowings | 60,430 | 28,840 | - | 305 |
| Repayment of borrowings | (3,430) | (88,730) | - | (37,367) |
| 253 | 6,981 | 52,207 | (24,281) | |
| Net increase/(decrease) in cash and cash equivalents | (2,737) | 5,286 | (2,049) | 10,882 |
| Cash and cash equivalents at the beginning of the period | 8,966 | 2,658 | 6,094 | 5,550 |
| Effects of exchange rate fluctuation on cash held | 46 | 56 | 26 | 111 |
| Cash and cash equivalents at the end of theperiod | 6,275 | 8,000 | 4,071 | 16,543 |
Page 10
Statements of Changes in Unitholders’ Interest for the six months ended 31 December 2015
INGENIA COMMUNITIES FUND
| INGENIA COMMUNITIES FUND | |||||||
|---|---|---|---|---|---|---|---|
| Non- | |||||||
| Issued | Retained | controlling | Total | ||||
| Note | capital | Reserves | earnings | Total | interest | equity | |
| $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | ||
| Carrying amount at 1 July 2015 | 619,285 | - | (296,449) | 322,836 | - | 322,836 | |
| Net profit/(loss) for the period | - | - | 7,832 | 7,832 | - | 7,832 | |
| Other comprehensive income | - | - | - | - | - | - | |
| Total comprehensive income for the period | - | - | 7,832 | 7,832 | - | 7,832 | |
| Transactions with unitholders in their capacity as unitholders: | |||||||
| Issue of units | 10(b) | 4,768 | - | - | 4,768 | - | 4,768 |
| Distributions paid or payable | - | - | (6,206) | (6,206) | - | (6,206) | |
| Carrying amount at 31 December 2015 | 624,053 | - | (294,823) | 329,230 | - | 329,230 | |
| Carrying amount at 1 July 2014 | 547,642 | (226) | (320,829) | 226,587 | - | 226,587 | |
| Net profit/(loss) for the period | - | - | 9,412 | 9,412 | - | 9,412 | |
| Other comprehensive income | - | 226 | - | 226 | - | 226 | |
| Total comprehensive income for the period | - | 226 | 9,412 | 9,638 | - | 9,638 | |
| Transactions with unitholders in their capacity as unitholders: | |||||||
| Issue of units | 10(b) | 70,340 | - | - | 70,340 | - | 70,340 |
| Distributions paid or payable | - | - | (4,407) | (4,407) | - | (4,407) | |
| Carrying amount at 31 December 2014 | 617,982 | - | (315,824) | 302,158 | - | 302,158 |
Page 11
Statements of Changes in Unitholders’ Interest for the six months ended 31 December 2015
INGENIA COMMUNITIES MANAGEMENT TRUST
| INGENIA COMMUNITIES MANAGEMENT TRUST | |||||||
|---|---|---|---|---|---|---|---|
| Non- | |||||||
| Issued | Retained | controlling | Total | ||||
| capital | Reserves | earnings | Total | interest | equity | ||
| Note | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | |
| Carrying amount at 1 July 2015 | 29,028 | - | (8,518) | 20,510 | (700) | 19,810 | |
| Net profit/(loss) for the period | - | - | 250 | 250 | 3 | 253 | |
| Other comprehensive income | - | - | - | - | - | - | |
| Total comprehensive income for the period | - | - | 250 | 250 | 3 | 253 | |
| Transactions with unitholders in their capacity as unitholders: | |||||||
| Issue of units | 10(b) | 1,233 | - | - | 1,233 | - | 1,233 |
| Carrying amount at 31 December 2015 | 30,261 | - | (8,268) | 21,993 | (697) | 21,296 | |
| Carrying amount at 1 July 2014 | 14,097 | 169 | (4,049) | 10,217 | 2,761 | 12,978 | |
| Net loss for the period | - | - | (7,698) | (7,698) | (2,861) | (10,559) | |
| Other comprehensive income | - | (169) | - | (169) | - | (169) | |
| Total comprehensive income for the period | - | (169) | (7,698) | (7,867) | (2,861) | (10,728) | |
| Transactions with unitholders in their capacity as unitholders: | |||||||
| Issue of units | 10(b) | 14,687 | - | - | 14,687 | - | 14,687 |
| Carrying amount at 31 December 2014 | 28,784 | - | (11,747) | 17,037 | (100) | 16,937 |
(1) Non-controlling interest relates to the portion in which ICF owns subsidiaries consolidated within ICMT.
Page 12
Notes to the financial statements for the six months ended 31 December 2015
1. Summary of significant accounting policies
(a) The Trusts
The Ingenia Communities Fund (ICF or the Fund) (ARSN 107 459 576) and the Ingenia Communities Management Trust (ICMT) (ARSN 122 928 410) (together the Trusts) are Australian registered schemes. Ingenia Communities RE Limited (ACN 154 464 990) Australian Financial Services Licence number 415862, the Responsible Entity of the Trusts, is incorporated and domiciled in Australia.
The parent company of Ingenia Communities RE Limited is Ingenia Communities Holdings Limited (the Company). The shares of the Company and the units of the Trust are stapled and trade on the Australian Securities Exchange (ASX) as a single security. The Company and the Trust along with their subsidiaries are collectively referred to as the Group in this report.
The stapling structure will cease to operate on the first to occur of:
-
the Company or either of the Trusts resolving by special resolution in accordance with its constitution to terminate the stapling provisions; or
-
the commencement of the winding up of the Company or either of the Trusts.
(b) Basis of preparation
The financial report is a general purpose financial report which has been prepared in accordance with AASB 134 ‘Interim Financial Reporting’ and the Corporations Act 2001 .
The interim financial report does not include all of the information required for a full annual financial report, and should be read in conjunction with both the Ingenia Communities Fund and Ingenia Communities Management Trust annual financial reports for the year ended 30 June 2015.
As permitted by Class Order [CO 05/642], issued by the Australian Securities and Investments Commission (ASIC), this financial report is a combined financial report that presents the financial statements and accompanying notes of both the ICF and ICMT.
The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($’000) unless otherwise stated.
The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the Group’s 2015 Annual Report with the exception of new mandatorily amended standards and interpretations which have been applied as required. Where necessary comparative figures have been adjusted to conform with changes in presentation in the current period.
(b) Basis of preparation (continued)
As at 31 December 2015, the Ingenia Communities Management Trust (ICMT) recorded a net current asset deficiency of $452,873,000. This deficiency includes retirement village resident loans of $204,963,000 and payables to other entities within the Group of $253,099,000. Resident loan obligations of ICMT are classified as current liabilities due to the demand feature of these obligations despite the unlikely possibility that the majority of the loans will be settled within the next 12 months. Furthermore, if required, the proceeds from new resident loans could be used by the ICMT to settle existing loan obligations should those incumbent residents vacate their units. Intercompany loan balances are payable on demand, however ICF has undertaken not to call its loan receivable from ICMT within the next 12 months of the date of this report, if calling the loan would result in ICMT being unable to pays its debts as and when they are due. Accordingly, there are reasonable grounds to believe that the ICMT will be able to pay its debts as and when they become due and payable; and the interim financial report of ICMT has been prepared on a going concern basis.
Page 13
Notes to the financial statements for the six months ended 31 December 2015
1. Summary of significant accounting policies (continued)
(c) New or revised Accounting Standards
No new or revised standards and interpretations were issued by the Australian Accounting Standards Board that are relevant to the Group during the period.
(d ) Accounting Standards issued but not yet effective
Certain new accounting standards and interpretations have been published that are not mandatory for the current reporting period. The Group’s assessment of the impact of these new standards and interpretations is set out below.
| Accounting | |
|---|---|
| Standard | Impact on the Group |
| AASB 9 | AASB 9 Financial Instruments is applicable to reporting periods beginning on or after 1 January 2018. The Group has not early adopted this standard. This standard |
| provides requirements for the classification, measurement and de-recognition of | |
| financial assets and financial liabilities. Changes in the Group’s credit risk, which | |
| affect the value of liabilities designated at fair value through profit and loss, can be | |
| presented in other comprehensive income. The application of the Standard is not | |
| expected to have any material impact on the Group’s financial reporting in future | |
| periods. | |
| AASB 15 | AASB 15 Revenue from Contracts with Customers is applicable to reporting periods beginning on or after 1 January 2018. The Group has not early adopted |
| this standard. The standard is based on the principle that revenue is recognised | |
| when control of a good or service is transferred to a customer. It contains a single | |
| model that applies to contracts with customers and two approaches to recognising | |
| revenue; at a point in time or over time. The model features a contract-based five- | |
| step analysis of transactions to determine whether, how much and when revenue | |
| is recognised. It applies to all contracts with customers except leases, financial | |
| instruments and insurance contracts. It requires reporting entities to provide users | |
| of financial statement with more informative and relevant disclosures. The |
|
| application of the Standard is not expected to have any material impact on the | |
| Group’sfinancial reportingin future periods. |
Other new accounting standards, amendments to accounting standards and interpretations have been published that are not mandatory for the current reporting period. These are not expected to have any material impact on the Group’s financial reporting future reporting periods.
Page 14
Notes to the financial statements for the six months ended 31 December 2015
2. Accounting estimates and judgements
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires the Responsible Entity to exercise its judgement in the process of applying the Trusts’ accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed below.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
(a) Critical accounting estimates and assumptions
The Trusts make estimates and assumptions concerning the future. The resulting accounting estimates, by definition, will seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(i) Valuation of investment property
The Trusts have investment properties (and assets held for sale, in the prior period) with a gross carrying amount of $672,035,000 (June 2015: $601,326,000) (refer Note 6), and retirement village residents’ loans (and liabilities held for sale, in the prior period) with a carrying amount of $204,963,000 (June 2015: $203,919,000) (refer Note 9) which together represent the estimated fair value of the Group’s property business.
These carrying amounts reflect certain assumptions about expected future rentals, rent-free periods, operating costs and appropriate discount and capitalisation rates. The valuation assumptions for deferred management fee villages reflect assumptions relating to average length of stay, unit market values, estimates of capital expenditure, contract terms with residents, discount rates and projected property growth rates. In forming these assumptions, the Responsible Entity considered information about current and recent sales activity, current market rents, and discount and capitalisation rates, for properties similar to those owned by the Trusts, as well as independent valuations of the Trust’s property.
(ii) Valuation of Inventories
The Trust has inventory in the form of manufactured homes, which it carries at the lower of cost or net realisable value. Estimates of net realisable value are based on the most reliable evidence available at the time the estimates are made, of the amount the inventories are expected to realise and the estimate of costs to complete. Key assumptions require the use of judgement, which are continually reviewed.
(iii) Fair value of derivatives
The fair value of derivative assets and liabilities is based on assumptions of future events and involves significant estimates. Given the complex nature of these instruments and various assumptions that are used in calculating mark-to-market values, the Trusts rely on counterparty valuations for derivative values. The counterparty valuations are usually based on mid-market rates and calculated using the main variables including the forward market curve, time and volatility.
Page 15
Notes to the financial statements for the six months ended 31 December 2015
2. Accounting estimates and judgements (continued)
(iv) Valuation of retirement village resident loans
The fair value of the retirement village resident loans is calculated by reference to the initial loan amount and the resident’s share of any capital gains in accordance with their contracts less any deferred management fee income earned to date by the Trusts as operator. The key assumption include calculating the capital gain and deferred management fee income components is the value of the dwelling being occupied by the resident. This value is determined by reference to the valuation of investment property as referred to above.
A previous corresponding period reclassification between the two components of retirement village resident loans was made to facilitate comparative analysis of movements in the gross retirement village resident loans and accrued deferred management fee balances.
(b) Critical judgements in applying the entity’s accounting policies
There were no judgements, apart from those involving estimations, that management has made in the process of applying the entity’s accounting policies that had a significant effect on the amounts recognised in the financial report.
Page 16
Notes to the financial statements for the six months ended 31 December 2015
3. Segment information
(a) Description of segments
The Trusts invest predominantly in rental properties located in Australia with three reportable segments:
-
Garden Villages – rental villages
-
Settlers Lifestyles – deferred management fee villages
-
Active Lifestyle Estates – comprising long-term and short-term accommodation within lifestyle parks and the sale of manufactured homes.
The Group has identified its operating segments based on the internal reports that are reviewed and used by the chief operating decision maker in assessing performance and in determining the allocation of resources. Other parts of the Group are neither an operating segment nor part of an operating segment. Assets that do not belong to an operating segment are described below as “corporate/unallocated”.
(b) Ingenia Communities Fund - 31 December 2015
| Active | |||||
|---|---|---|---|---|---|
| Lifestyle | Garden | Corporate/ | |||
| Estates | Settlers | Villages | Unallocated | Total | |
| $’000 | $’000 | $’000 | $’000 | $’000 | |
| (i) Segment revenue | |||||
| External segment revenue | 192 | - | 4,359 | - | 4,551 |
| Interest income | - | - | - | 6,277 | 6,277 |
| Total revenue | 192 | - | 4,359 | 6,277 | 10,828 |
| (ii) Segment underlying profit | |||||
| External segment revenue | 192 | - | 4,359 | - | 4,551 |
| Interest income | - | - | - | 6,277 | 6,277 |
| Property expenses | - | - | (1) | (180) | (181) |
| Administration expenses | - | - | - | (100) | (100) |
| Finance expense | - | - | - | (2,225) | (2,225) |
| Depreciation and amortisation expense | - | - | - | (12) | (12) |
| Underlying profit/(loss) – continuing operations | 192 | - | 4,358 | 3,760 | 8,310 |
| Reconciliation of underlying profit to profit from | |||||
| continuing operations: | |||||
| Net foreign exchange loss | - | - | - | 176 | 176 |
| Net gain/(loss) on change in fair value of: | |||||
| Investment properties | 236 | - | 3,947 | - | 4,183 |
| Derivatives | - | - | - | (6) | (6) |
| Responsible Entity fees | - | - | - | (957) | (957) |
| Profit from continuing operations per the | |||||
| consolidated statement of comprehensive income | 428 | - | 8,305 | 2,973 | 11,706 |
| (iii) Segment assets | 7,700 | 63,690 | 87,058 | 290,994 | 449,442 |
Page 17
Notes to the financial statements for the six months ended 31 December 2015
3. Segment information (continued)
(c) Ingenia Communities Fund – 31 December 2014
| Active | |||||
|---|---|---|---|---|---|
| Lifestyle | Garden | Corporate/ | |||
| Estates | Settlers | Villages | Unallocated | Total | |
| $’000 | $’000 | $’000 | $’000 | $’000 | |
| (i)Segment revenue | |||||
| External segment revenue | 192 | - | 4,668 | - | 4,860 |
| Interest income | - | - | - | 6,852 | 6,852 |
| Total revenue | 192 | - | 4,668 | 6,852 | 11,712 |
| (ii)Segment underlying profit | |||||
| External segment revenue | 192 | - | 4,668 | - | 4,860 |
| Interest income | - | - | - | 6,852 | 6,852 |
| Property expenses | - | - | - | (206) | (206) |
| Administration expenses | - | - | - | (288) | (288) |
| Operational, marketing and selling expenses | - | - | - | (556) | (556) |
| Depreciation and amortisation expense | - | - | - | (67) | (67) |
| Finance expense | - | - | - | (1,975) | (1,975) |
| Underlying profit/(loss) – continuing operations | 192 | - | 4,668 | 3,760 | 8,620 |
| Reconciliation of underlying profit to profit from | |||||
| continuing operations: | |||||
| Net foreign exchange loss | - | - | - | 2,060 | 2,060 |
| Net loss on disposal of investment property | - | (2,013) | - | - | (2,013) |
| Net gain/(loss) on change in fair value of: | |||||
| Investment properties | (214) | (5) | 1,744 | - | 1,525 |
| Derivatives | - | - | - | 98 | 98 |
| Responsible Entity fees | - | - | - | (878) | (878) |
| Profit from continuing operations per the | |||||
| consolidated statement of comprehensive income | (22) | (2,018) | 6,412 | 5,040 | 9,412 |
| (iii)Segment assets | 6,878 | 48,912 | 116,798 | 151,261 | 323,849 |
Page 18
Notes to the financial statements for the six months ended 31 December 2015
3. Segment information (continued)
(d) Ingenia Communities Management Trust – 31 December 2015
| Active | |||||
|---|---|---|---|---|---|
| Lifestyle | Garden | Corporate/ | |||
| Estates | Settlers | Villages | Unallocated | Total | |
| $’000 | $’000 | $’000 | $’000 | $’000 | |
| (i)Segment revenue | |||||
| External segment revenue | 35,038 | 3,790 | 13,806 | 109 | 52,743 |
| Interest Income | - | - | - | 9 | 9 |
| constructed villages | - | (608) | - | - | (608) |
| Total revenue | 35,038 | 3,182 | 13,806 | 118 | 52,144 |
| (ii)Segment underlying profit | |||||
| External segment revenue | 35,038 | 3,790 | 13,806 | 109 | 52,743 |
| Interest income | - | - | - | 9 | 9 |
| Property expenses | (5,722) | (830) | (8,337) | - | (14,889) |
| Employee expenses | (6,891) | (681) | (3,202) | (211) | (10,985) |
| Administration expenses | (626) | (39) | (589) | (71) | (1,325) |
| Operational, marketing and selling expenses | (888) | (223) | (475) | - | (1,586) |
| Manufactured home cost of sales | (10,759) | - | - | - | (10,759) |
| Service station expenses | (3,092) | - | - | - | (3,092) |
| Finance expense | - | - | - | (6,766) | (6,766) |
| Income tax benefit | - | - | - | 116 | 116 |
| Amortisation of intangible assets | - | - | (129) | - | (129) |
| Depreciation expense | (14) | - | (39) | - | (53) |
| Underlying profit/(loss) – continuing operations | 7,046 | 2,017 | 1,035 | (6,814) | 3,284 |
| Reconciliation of underlying profit to profit from | |||||
| continuing operations: | |||||
| Net foreign exchange gain | - | - | - | 35 | 35 |
| Net gain on disposal of investment property | (4) | - | - | - | (4) |
| Net gain/(loss) on change in fair value of: | |||||
| Investment properties | (3,509) | 2,432 | - | - | (1,077) |
| Retirement village resident loans | - | (812) | - | - | (812) |
| Gain on revaluation of newly constructed villages | - | (608) | - | - | (608) |
| Responsible Entity fees | - | - | - | (1,314) | (1,314) |
| Income tax benefit associated with reconciliation items | - | - | - | 749 | 749 |
| Profit from continuing operations per the | |||||
| consolidated statement of comprehensive income | 3,533 | 3,029 | 1,035 | (7,344) | 253 |
| (iii)Segment assets | 286,841 | 248,809 | 4,766 | 6,019 | 546,435 |
Page 19
Notes to the financial statements For the six months ended 31 December 2014
3. Segment information (continued)
(e) Ingenia Communities Management Trust – 31 December 2014
| Active Lifestyle Estates |
Settlers | Garden Villages |
Corporate/ Unallocated |
Total | |
|---|---|---|---|---|---|
| $’000 | $’000 | $’000 | $’000 | $’000 | |
| (i)Segment revenue | |||||
| External segment revenue | 10,911 | 4,658 | 13,969 | - | 29,538 |
| Interest Income | - | - | - | 5 | 5 |
| Reclassification of gain on revaluation of newly | |||||
| constructed villages | - | (1,144) | - | - | (1,144) |
| Total revenue | 10,911 | 3,514 | 13,969 | 5 | 28,399 |
| (ii) Segment underlying profit | |||||
| External segment revenue | 10,911 | 4,658 | 13,969 | - | 29,538 |
| Interest income | - | - | - | 5 | 5 |
| Property expenses | (3,140) | (673) | (8,863) | - | (12,676) |
| Employee expenses | (2,752) | (399) | (4,704) | (25) | (7,880) |
| Administration expenses | (328) | (32) | (625) | (344) | (1,329) |
| Operational, marketing and selling expenses | (471) | (45) | (785) | - | (1,301) |
| Manufactured home cost of sales | (1,102) | - | - | - | (1,102) |
| Depreciation and amortisation expense | - | - | - | (56) | (56) |
| Finance expense | - | - | - | (6,957) | (6,957) |
| Income tax benefit | - | - | - | 2,199 | 2,199 |
| Underlying profit/(loss) – continuing operations | 3,118 | 3,509 | (1,008) | (5,178) | 441 |
| Reconciliation of underlying profit to profit from | |||||
| continuing operations: | |||||
| Net foreign exchange gain | - | - | - | (2,005) | (2,005) |
| Net gain on disposal of investment property | - | 1,697 | - | - | 1,697 |
| Net gain/(loss) on change in fair value of: | |||||
| Investment properties | (8,456) | (2,396) | 18 | - | (10,834) |
| Retirement village resident loans | - | (86) | - | - | (86) |
| Gain on revaluation of newly constructed villages | (1,144) | - | - | (1,144) | |
| Responsible Entity fees | - | - | - | (1,101) | (1,101) |
| Income tax benefit associated with reconciliation items | - | - | - | 3,464 | 3,464 |
| Profit from continuing operations per the | |||||
| consolidated statement of comprehensive income | (5,338) | 1,580 | (990) | (4,820) | (9,568) |
| (iii)Segment assets | 146,217 | 240,992 | 1,465 | 22,089 | 410,763 |
(f) Impact of seasonality on segment results
The results of the Group are affected by the seasonal impact of Active Lifestyle Estate investments. Occupancy rates of short term cabins are higher in the period December through to March each year due to their geographic location and summer holiday months increasing demand for holiday bookings.
Page 20
Notes to the financial statements For the six months ended 31 December 2015
4. Earnings per unit
| INGENIA COMMUNITIES INGENIA COMMUNITIES FUND MANAGEMENT TRUST |
|
|---|---|
| 1H16 1H15 1H16 1H15 |
|
| Profit/(loss) attributable to unitholders ($’000) Profit/(loss) from continuing operations ($’000) Profit/(loss) from discontinued operations ($000) Weighted average number of units outstanding (thousands): - Issued units Dilutive units - Performance quantum rights - Long-term incentive rights - Short-term incentive rights |
7,832 9,412 253 (10,559) 11,706 9,412 253 (9,568) (3,874) - - (991) 149,156 127,198 149,156 127,198 - - 619 1,260 619 1,260 223 - 223 - 36 - 36 - |
| Weighted average number of issued and dilutive potential units outstanding (thousands) |
150,034 128,458 150,034 128,458 |
| Basic earnings per unit from continuing operations (cents) Basic earnings per unit from discontinued operations (cents) Basic earnings per unit (cents) Dilutive earnings per unit from continuing operations (cents) Dilutive earnings per unit from discontinued operations (cents) Dilutive earnings per security (cents) |
7.8 7.4 0.2 (7.5) (2.5) - - (0.8) 5.3 7.4 0.2 (8.3) 7.8 7.3 0.2 (7.4) (2.6) - - (0.8) 5.2 7.3 0.2 (8.2) |
5. Inventories
| Ingenia Communities Fund Ingenia Communities Management Trust |
|
|---|---|
| 31 Dec 2015 30 Jun 2015 31 Dec 2015 30 Jun 2015 $’000 $’000 $’000 $’000 |
|
| Carrying values: Manufactured homes: - Completed - Under Construction Service station fuel and supplies |
- - 10,605 7,975 - - 4,262 4,900 - - 283 333 |
| Total Inventories | - - 15,150 13,208 |
The manufactured homes balance represents 65 completed homes (30 June 2015: 53) and 42 new homes under construction (30 June 2015: 85).
Page 21
Notes to the financial statements For the six months ended 31 December 2015
6. Investment properties
| (a) Summary of carrying amounts |
Ingenia Communities Fund Ingenia Communities Management Trust |
|---|---|
| 31 Dec 2015 30 Jun 2015 31 Dec 2015 30 Jun 2015 $’000 $’000 $’000 $’000 |
|
| Completed properties Properties under development |
158,442 152,142 461,783 361,984 - 1,292 51,810 24,310 |
| Total investmentproperties | 158,442 153,434 513,593 386,294 |
| (b)Movements in carrying amounts | |
| Completed investment property Carrying amount at beginning of period Acquisitions Expenditure capitalised Disposals Net transfer from/(to) inventory Net gain/(loss) on change in fair value Transferred from/(to) assets held for sale |
153,434 134,488 386,294 364,375 - - 61,349 78,152 825 2,149 4,913 12,207 - 875 - (7,165) - - 517 (159) 4,183 15,922 (1,077) 482 - - 61,598 (61,598) |
| Carrying amount at end of the period | 158,442 153,434 513,593 386,294 |
Fair value hierarchy disclosures for investment properties have been provided in Note 12.
7. Trade and other payables
| Ingenia Communities Fund Ingenia Communities Management Trust |
|
|---|---|
| 31 Dec 2015 30 Jun 2015 31 Dec 2015 30 Jun 2015 $’000 $’000 $’000 $’000 |
|
| Current liabilities Trade payables and accruals Deposits Other unearned income Deferred acquisition consideration |
756 1,200 8,648 7,759 - - 3,203 1,184 - - 1,607 342 - - 2,500 3,500 |
| Total current liabilities | 756 1,200 15,958 12,785 |
| Non-current liabilities Deferred acquisition consideration |
- - 13,770 14,770 |
Page 22
Notes to the financial statements For the six months ended 31 December 2015
8. Borrowings
| 8. Borrowings |
|
|---|---|
| Ingenia Communities Fund Ingenia Communities Management Trust |
|
| 31 Dec 2015 30 Jun 2015 31 Dec 2015 30 Jun 2015 $’000 $’000 $’000 $’000 |
|
| Current liabilities Finance leases |
- - 2,818 2,817 |
| Non-current liabilities Bank debt Prepaid borrowing costs Finance leases |
120,900 63,900 - - (1,454) (1,683) - - - - 33,193 33,252 |
| Total non-current borrowings | 119,446 62,217 33,193 33,252 |
(a) Bank debt
ICF has a $175 million multi-lateral debt facility with three Australian banks. The facility maturity dates are:
-
12 February 2018 ($100 million); and
-
12 February 2020 ($75 million)
As at 31 December 2015, the facility has been drawn to $120,900,000 (30 June 2015: $63,900,000). The carrying value of investment property net of resident liabilities at reporting date for the Trust’s properties pledged as security is $438,032,000 (30 June 2015: $363,720,000).
On 18 February 2016, ICF finalised the increase to its Australian debt facility limit by $25.0 million to $200.0 million. The additional $25.0 million debt facility has a maturity date of 12 February 2020 and uses the existing facility covenants and pricing.
(b) Bank guarantees
ICF has the ability to utilise a portion of its bank facility to provide bank guarantees. Bank guarantees as at 31 December 2015 were $26.9 million (30 June 2015: $28.8 million).
Page 23
Notes to the financial statements For the six months ended 31 December 2015
9. Retirement village resident loans
| Ingenia Communities Fund Ingenia Communities Management Trust |
|
|---|---|
| 31 Dec 2015 30 Jun 2015 31 Dec 2015 30 Jun 2015 $’000 $’000 $’000 $’000 |
|
| (a)Summary of carrying amounts Gross resident loans Accrued deferred management fee |
- - 236,793 192,898 - - (31,830) (31,020) |
| Net resident loans | - - 204,963 161,878 |
| (b) Movements in carrying amounts Carrying amount at beginning of period Net (gain)/loss on change in fair value of resident loans Accrued deferred management fee income Deferred management fee cash collected Proceeds from resident loans Repayment of resident loans Transfer from/(to) liabilities held for sale Other |
- - 161,878 190,122 - - 812 8,878 - - (2,521) (6,788) - - 622 2,056 - - 5,976 19,815 - - (3,708) (10,544) - - 42,041 (42,041) - - (137) 380 |
| Carrying amount at end of period | - - 204,963 161,878 |
Fair value hierarchy disclosures for retirement village resident loans have been provided in Note 12.
Page 24
Notes to the financial statements for the six months ended 31 December 2015
10. Issued units
| 10. Issued units |
|
|---|---|
| a. Carrying amounts | Ingenia Communities Management Trust Ingenia Communities Fund |
| 31 Dec 2015 30 Jun 2015 31 Dec 2015 30 Jun 2015 $’000 $’000 $’000 $’000 |
|
| At beginning of period - Dividend reinvestment plan issues - Institutional placement - Rights issue - Institutional placement and rights issue costs |
619,285 547,642 29,028 14,097 1,550 2,374 275 464 3,313 36,835 987 7,693 - 35,578 - 7,430 (95) (3,144) (29) (656) |
| At end of period | 624,053 619,285 30,261 29,028 |
| The closing balance is attributable to the unitholders of: - Ingenia Communities Fund - Ingenia Communities Management Trust |
624,053 619,285 - - - - 30,261 29,028 |
| 624,053 619,285 30,261 29,028 |
b. Movements in issued units
| b. Movements in issued units | |
|---|---|
| Thousands Thousands Thousands Thousands |
|
| At beginning and period - Retention Quantum Rights - Performance Quantum Rights - Dividend Reinvestment Plan - Institutional Placement - Rights Issue - 6:1 stapled securities consolidation |
882,700 676,240 882,700 676,240 - 1,818 - 1,818 3,842 - 3,842 - 4,305 6,674 4,305 6,674 10,127 100,701 10,127 100,701 - 97,267 - 97,267 (750,810) - (750,810) - |
| At end of period | 150,164 882,700 150,164 882,700 |
c. Consolidation of stapled securities
At the Annual General Meeting on 17 November 2015, securityholders voted in favour of a consolidation of the Group’s stapled securities. The Group consolidated 6 stapled securities into 1 stapled security with effect from 19 November 2015. Where the consolidation resulted in a fraction of a security being held by a securityholder, that fraction was rounded up to the nearest whole security.
d. Terms of units
All units are fully paid and rank equally with each other for all other purposes. Each unit entitles the holder to one vote, in person or by proxy, at a meeting of unitholders.
Page 25
Notes to the financial statements for the six months ended 31 December 2015
11. Financial instruments
The Trust’s use the following fair value measurement hierarchy:
-
Level 1: fair value is calculated using quoted prices in active markets for identical assets or liabilities;
-
Level 2: fair value is calculated using inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
-
Level 3: fair value is calculated using inputs for the asset or liability that are not based on observable market data.
Quoted market price represent the fair value determined based on quoted prices on active markets as at the reporting date without deduction for transaction costs.
The following table represents the Trust’s financial instruments that were measured and recognised at fair value at reporting date:
| Valuation | Significant | Relationship of | |
|---|---|---|---|
| Financial assets/ | technique(s) and | unobservable | unobservable inputs |
| financial liabilities | key inputs | inputs | to fair value |
| Retirement | Loans measured as | Long-term capital | The higher the |
| village resident | the ingoing resident’s | appreciation rates for | appreciation, the |
| loans | contribution plus the | residential property | higher the value of |
| resident’s share of | between 0-4%. | resident loans. The | |
| capital appreciation | Estimated length of | longer the length of | |
| to reporting date, less | stay of residents | stay, the lower the | |
| DMF accrued to | based on life tables | value of resident | |
| reporting date | loans | ||
| Deferred | DMF measured using | Estimated length of | The longer the length |
| management | the initial property | stay of residents | of stay, the higher the |
| fee accrued | price, estimated | based on life table | DMF accrued, |
| length of stay, | capped at a | ||
| various contract | predetermined period | ||
| terms and projected | of time. | ||
| property price at time | |||
| of re-leasing | |||
| Derivative | Net present value of | N/A | N/A |
| interest rate | future cash flows | ||
| swaps | discounted at market | ||
| rates adjusted for the | |||
| Group’s creditrisk |
There has been no movement from Level 3 to Level 2 during the current period. Changes in the Trust’s retirement village resident loans which are Level 3 instruments are presented in Note 9.
The carrying amount of the Trust’s other financial instruments approximate their fair values.
Page 26
Notes to the financial statements for the six months ended 31 December 2015
12. Fair value measurement
The following table provides the fair value measurement hierarchy of the Trust’s assets and liabilities:
| Igenia Communities Fund a. Assets Measured at Fair Value Total Quoted prices in active markets (Level 1) Significant observable inputs (Level 2) Significant unobservable inputs (Level 3) 31 December 2015 $’000 $’000 $’000 $’000 Date of valuation Fair value measurement using: |
Fair value measurement using: | Fair value measurement using: |
|---|---|---|
| Investment properties 31 Dec 2015 Refer Note 6 158,442 |
- - 158,442 |
|
| 30 June 2015 | ||
| Investment properties 30 June 2015 Refer to Note 6 153,434 |
- - 153,434 |
|
| b. Liabilities Measured at Fair Value 31 December 2015 Derivatives 10 |
||
| - - 10 |
||
| 30 June 2015 | ||
| Derivatives 3 |
- - 3 |
|
| Ignenia Communities Management Trust a. Assets Measured at Fair Value Total Quoted prices in active markets (Level 1) Significant observable inputs (Level 2) Significant unobservable inputs (Level 3) 31 December 2015 $’000 $’000 $’000 $’000 Date of valuation Fair value measurement using: |
Fair value measurement using: | |
| Investment properties 31 Dec 2015 Refer Note 6 513,593 - - 513,593 |
||
| 30 June 2015 | ||
| Investment properties 30 June 2015 Refer to Note 6 386,294 - - 386,294 Assets held for sale - investment property 61,598 - 61,598 - |
||
| b. Liabilities Measured at Fair Value 31 December 2015 |
||
| Retirement village resident loans 31 Dec 2015 Refer Note 9 204,963 - - 204,963 |
||
| 30 June 2015 | ||
| Retirement village resident loans 30 June 2015 Refer to Note 9 161,878 - - 161,878 Liabilities held for sale - resident loans 42,041 - 42,041 - |
Page 27
Notes to the financial statements for the six months ended 31 December 2015
13. Subsequent events
a) Increase to debt facility limit
On 18 February 2016, ICF finalised the increase to its Australian debt facility limit by $25.0 million, to $200.0 million. The additional $25.0 million debt facility has a maturity date of 12 February 2020 and uses the existing facility covenants and pricing.
b) Acquisition of Big 4 Broulee Beach Holiday Park
On 8 February 2016, ICMT exchanged unconditional contracts for the acquisition of Big 4 Broulee Beach Holiday Park on the NSW South Coast. The acquisition price was $5.5 million (excluding transaction costs) and will be funded by drawing down on debt.
c) 1H16 interim distribution
On 23 February 2016 the Directors of the Group resolved to declare a 1H16 interim distribution of 4.2cpu (1H15: 3.9cpu - restated for the November 2015 6:1 security consolidation) amounting to $6,306,884, to be paid on 16 March 2016. The distribution is 72.6% tax deferred and the distribution reinvestment plan will be in operation for this 1H16 distribution.
Page 28
Directors’ Declaration for the six months ended 31 December 2015
In accordance with a resolution of the directors of Ingenia Communities RE Limited, I state that:
-
In the opinion of the directors:
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(a) the financial statements and notes of Ingenia Communities Fund and of Ingenia Communities Management Trust are in accordance with the Corporations Act 2001 , including:
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(i) giving a true and fair view of each Trust’s financial position as at 31 December 2015 and of their performance for the half-year ended on that date; and
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(ii) complying with Accounting Standards and Corporations Regulations 2001 ; and
-
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(b) there are reasonable grounds to believe that Ingenia Communities Fund and Ingenia Communities Management Trust will be able to pay their debts as and when they become due and payable.
On behalf of the board
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Jim Hazel Chairman 23 February 2016
Ernst & Young 680 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555 Fax: +61 2 9248 5959 ey.com/au
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To the unitholders of Ingenia Communities Fund and Ingenia Communities Management Trust (“the Trusts”)
Report on the Half-year Financial Reports
We have reviewed the accompanying half-year financial reports which have been prepared in accordance with ASIC class order 05/642 and comprise:
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u the consolidated balance sheet as at 31 December 2015, the consolidated statement of comprehensive income, the statement of changes in unitholders’ interest and the consolidated statement of cash flow for the half-year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of Ingenia Communities Fund, comprising Ingenia Communities Fund and the entities it controlled at half-year end or from time to time during the half-year.
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u the consolidated balance sheet as at 31 December 2015, the consolidated statement of comprehensive income, the statement of changes in unitholders’ interest and the consolidated statement of cash flow for the half-year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of Ingenia Communities Management Trust, comprising Ingenia Communities Management Trust and the entities it controlled at half-year end or from time to time during the half-year.
Directors’ Responsibility for the Half-year Financial Report
The directors of Ingenia Communities RE Limited as Responsible Entity of the Trusts are responsible for the preparation of the half-year financial reports that give a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal controls as the directors determine are necessary to enable the preparation of the half-year financial reports that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express a conclusion on the half-year financial reports based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial reports are not in accordance with the Corporations Act 2001 including: giving a true and fair view of each consolidated entities’ financial position as at 31 December 2015 and 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 . As the auditor of the Trusts and the entities they controlled during the half-year, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
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.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We have given to the directors of the Responsible Entity a written Auditor’s Independence Declaration, a copy of which is included in the Directors’ Report.
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation
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Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial reports of the Trusts are not in accordance with the Corporations Act 2001 , including:
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a) giving a true and fair view of each consolidated entity’s financial position as at 31 December 2015 and of its performance for the half-year ended on that date; and
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b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
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Ernst & Young
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Chris Lawton Partner Sydney 23 February 2016
A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation