Cambridge Bedford Property Fund
Trustee KordaMentha Funds Management Pty Ltd
Financial report For the period 30 January 2019 to 30 June 2019
KordaMentha Funds Management Pty Ltd ACN 163 147 680 Holder of AFSL No. 441845
Table of contents Directors’ report ...... 2 Statement of profit and loss and other comprehensive income ...... 6 Statement of financial position ...... 7 Statement of changes in equity ...... 8 Statement of cash flows...... 9 Notes to the financial statements ...... 10 Note 1: Summary of significant accounting policies ...... 10 Note 2: Revenue and other income ...... 13 Note 3: Expenses ...... 14 Note 4: Cash and cash equivalents ...... 14 Note 5: Trade and other receivables ...... 14 Note 6: Other assets ...... 15 Note 7: Investment property ...... 15 Note 8: Trade and other payables ...... 16 Note 9: Amounts due to related parties ...... 16 Note 10: Distributions payable ...... 16 Note 11: Derivative financial instruments ...... 16 Note 12: Secured borrowings ...... 17 Note 13: Unitholders’ funds ...... 17 Note 14: Accumulated losses ...... 17 Note 15: Cash flow information ...... 18 Note 16: Related party disclosures ...... 18 Note 17: Financial risk management ...... 19 Note 18: Fair value measurement ...... 22 Note 19: Parent entity financial information ...... 25 Note 20: Recurring and non-recurring contingent liabilities and assets ...... 25 Note 21: Events after the reporting period ...... 25 Note 22: Additional information ...... 25 Trustees’ declaration ...... 26 Independent Auditor’s Report to the Unitholders of Cambridge Bedford Property Fund ...... 27
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Directors’ report
For the period 30 January 2019 to 30 June 2019
The directors of KordaMentha Funds Management Pty Ltd, the trustee of Cambridge Bedford Property Fund (‘the Fund’), present the financial report on the Fund for the period 30 January 2019 to 30 June 2019.
Trustee
KordaMentha Funds Management Pty Ltd ACN 163 147 680 (‘the Trustee’) is a proprietary company incorporated under the Corporations Act 2001 and holds an Australian Financial Services Licence.
Unlisted property fund The Fund was constituted on 30 January 2019 and is a closed-end, unlisted and unregistered property trust with commercial properties in Adelaide and Hobart. The Fund is not required to be, and is not, a registered managed investment scheme under the Corporations Act
The Fund issued an Investment Memorandum (‘IM’) on 12 February 2019 with an offer to invest to raise $27,874,075 with a minimum subscription of $23,00,000. The IM was not required to be a Product Disclosure Document issued under the Corporations Act or required to be lodged with ASIC.
The Fund has two wholly-owned sub-trusts. Bedford Park (Adelaide) Trust holds the Adelaide property, while Cambridge (Hobart) Trust holds the Hobart property, although legal title to the properties are held by the Custodian. The properties were acquired on 12 April 2019.
Financial period The financial period is 30 January 2019 to 30 June 2019. The financial report is the first annual financial report prepared by the Fund, as such there are no comparatives.
Directors
The following persons were directors of the Trustee during the year and up to the date of this report.
Appointed/ resigned Director Role during year Qualifications, special responsibilities and experience Mark Anthony Director Mark holds a Bachelor of Business and an Honorary Doctorate of Korda Business from Swinburne University. He is a Registered Liquidator and Vice President of Collingwood Football Club. Mark is a member of the Chartered Accountants Australian and New Zealand and a member of Australian Restructuring Insolvency and Turnaround Association. Mark is a founding partner of KordaMentha and has been entrusted with many of the region’s largest and most complex restructuring projects over his 40 year career, together with long time business partner Mark Mentha. His expertise includes Restructuring, receivership and administration, financial and business strategy, investment structuring, real estate acquisition and restructures, reputation, people and stakeholder management. Mark Francis Xavier Director Mark holds a Bachelor of Business and is a Registered Liquidator. Mentha He is a Fellow of the Chartered Accountants Australian and New Zealand and a member of the Australian Restructuring Insolvency and Turnaround Association and of the Australian Institute of Company Directors. Mark serves as Chairman on the Board of Greyhound Australia, Young and Well Co-operative Research Centre and McColl’s Transport Group. Widely regarded as one of Australia’s leading restructuring experts, Mark has decades of experience across all facets of business turnaround, restructuring and administration. Mark is a founding partner of KordaMentha.
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Appointed/ resigned Director Role during year Qualifications, special responsibilities and experience Berrick Marshall Director Resigned Berrick has over 20 years experience in property and was a co- Wilson 26 June 2019 founder of the KordaMentha Real Estate business. He has a background in valuations and specialist skills in development management, asset management and investment advisory. Berrick’s responsibilities include leading the national real estate practise which includes a team of 36 property professionals across Australia and diverse service offerings including corporate advisory, investment, development and sales and marketing. Berrick holds a Bachelor of Business (Property) from RMIT, a Graduate Diploma in Applied Finance and Investment from FINSIA and is a fellow of the Australian Property Institute and a licensed real estate agent. Thomas Jepson Director Appointed Tom holds a Bachelor of Business (Property) with Distinction from Davis 26 June 2019 RMIT and a Graduate Diploma of Applied Finance and Investment from the Financial Services Institute of Australasia. Tom is also a Licensed Real Estate Agent. Tom is a partner with KordaMentha Real Estate with responsibilities including real estate advisory, principal investment and structured finance investment, transaction and asset management.
Principal activities
The principal activity of the Fund is to provide Unitholders with sustainable income with the potential for capital growth through investment in commercial properties in Bedford Park in Adelaide and Cambridge in Hobart.
Significant changes in the State of Affairs
During the financial period there were no significant changes in the state of affairs of the Fund other than those expected at inception.
Review of operations and results
The Fund recorded total comprehensive loss for the period of ($1,842,207). The result was primarily due to rent received from tenants, partly offset by property operating costs, interest expense and Trustee fees and a fair value adjustment on investment property including capitalised costs on acquisition.
The total comprehensive loss for the period includes a number of items which are non-cash in nature, occur infrequently and or relate to realised and unrealised changes in asset values and liabilities and in the opinion of the directors need to be adjusted for in order to allow for Unitholders to gain a better understanding of the Fund’s underlying profit from operations. Profit from operations is a key measure in determining distributions for the Fund.
A reconciliation of total profit attributable from operations, as assessed by the directors, to the reported total comprehensive income, is provided in the table as follows:
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For the period 30 January 2019 to 30 June 2019 Total comprehensive loss for the period – refer page 6 (1,842) Fair value adjustments Investment property 1,949 Interest rate swap 689 Total fair value adjustments 2,638 Non-cash adjustments Straight lining of rental income, non-cash (53) Amortisation of borrowing costs, non-cash 12 Total non-cash adjustments (41) Total profit attributable from operations 755
Key financials measures per unit Cents Loss per unit for the period (6.61) Profit attributable from operations per unit for the period 2.71 Distribution per unit for the period – refer to Note 10 for further details 1.86 $ Net tangible assets per unit 0.89 Net tangible assets excluding derivative financial instruments per unit 0.92
The Minimum Subscription Amount of $23 million was reached on 15 March 2019. As a result, the following occurred:
A success notice was served on the Custodian, and KordaMentha Funds Management Pty Ltd, the Trustee, was paid its Transaction Fee as set out in the IM. The properties settled on 12 April 2019.
Events subsequent to the end of the reporting period
No matters or circumstances have arisen since the end of the financial period that significantly affect or may significantly affect the operations of the Fund, the results of those operations, or the state of affairs of the Fund in future financial years.
Likely developments and expected results of operations
The Fund will continue to be managed in accordance with the investment objectives and guidelines set out in its IM and Trust Deed and in accordance with the provisions of its Constitution. Future results will accordingly depend on the performance of the property markets to which the Fund is exposed.
Environmental regulation
To the best of the directors’ knowledge, the operations of the Fund have been undertaken in compliance with the applicable environmental regulations that apply to the Fund’s activities.
Fees to Trustee
All fees payable to the Trustee or its related parties are detailed in Note 16.
Options granted
No options over Ordinary or Acquisition Units have been issued since the Fund inception date to the date of this report.
Units held by the trustee
As at 30 June 2019 the Trustee held no units in the Fund. Its related parties’ unitholdings in the Fund are set out in Note 16.
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Statement of profit and loss and other comprehensive income
For the period 30 January 2019 to 30 June 2019
30 January 2019 to 30 June 2019 Note $ Revenue Rental income 2 1,224,095 Other income 2 44,826 Total Revenue 1,268,921 Expenses Accounting, compliance and taxation fees (32,784) Administration and other expenses (4,250) Borrowing costs 3 (209,394) Custodian fees (4,375) Fair value adjustment on investment property 7 (1,949,022) Fair value adjustment on interest rate swap (688,546) Property operating and maintenance expenses (157,090) Trustee’s management fee expense (65,667) Total Expenses (3,111,128) Net loss for the period (1,842,207) Other comprehensive income/(loss) - Total comprehensive loss for the period (1,842,207) The accompanying notes form part of these financial statements.
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Statement of financial position
As at 30 June 2019
2019 Note $ Assets Current assets Cash and cash equivalents 4 937,685 Trade and other receivables 5 124,391 Other assets 6 40,609 Total current assets 1,102,685 Non-current assets Investment property 7 48,500,000 Total non-current assets 48,500,000 Total assets 49,602,685 Liabilities Current liabilities Trade and other payables 8 268,216 Amounts due to related parties 9 2,075 Distribution payable 10 519,298 Total current liabilities 789,589 Non-current liabilities Derivative financial instruments 11 688,546 Secured borrowings 12 23,177,828 Total non-current liabilities 23,866,374 Total liabilities 24,655,963 Net assets 24,946,722 Net assets attributable to Unitholders Unitholders’ funds 13 27,308,227 Accumulated losses 14 (2,361,505) Net assets attributable to Unitholders 24,946,722 The accompanying notes form part of these financial statements.
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Statement of changes in equity
For the period 30 January 2019 to 30 June 2019
Unitholders’ Funds Accumulated losses Total Equity Note $ $ $ Balance at 30 January 2019 - - - Net profit attributable to Unitholders - (1,842,207) (1,842,207) Total comprehensive income - (1,842,207) (1,842,207) Transactions with Unitholders Application for units – acquisition units 27,874,075 - 27,874,075 Capital raising costs (565,848) - (565,848) Distributions to Unitholders - (519,298) (519,298) Balance at 30 June 2019 27,308,227 (2,361,505) 24,946,722 The accompanying notes form part of these financial statements.
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Statement of cash flows
For the period 30 January 2019 to 30 June 2019
30 January 2019 to 30 June 2019 Note $ Cash flows from operating activities Rental and outgoings received 1,163,514 Payments made to suppliers (348,457) Interest received 44,826 Net cash provided by operating activities 15 859,883 Cash flows from investing activities Payments for investment property (50,395,750) Net cash used in investing activities (50,395,750) Cash flows from financing activities Proceeds from borrowings 23,765,000 Proceeds from applications for units 27,308,227 Borrowing costs paid (599,675) Net cash provided by financing activities 50,473,552 Net increase in cash held 937,685 Cash and cash equivalents at beginning of financial period - Cash and cash equivalents at end of financial period 4 937,685 The accompanying notes form part of these financial statements.
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Notes to the financial statements
For the period 30 January 2019 to 30 June 2019
Note 1: Summary of significant accounting policies
The consolidated financial statements and notes represent those of the consolidated entity (“the Group”) consisting of Cambridge Bedford Property Fund (‘the Fund’) and its controlled sub-trusts comprising Cambridge (Hobart) Trust and Bedford Park (Adelaide) Trust. Cambridge Bedford Property Fund is an unlisted unregistered property trust, established and domiciled in Australia. KordaMentha Funds Management Pty Ltd, which is the Trustee of the Fund, is a proprietary company incorporated under the Corporations Act 2001.
The financial statements were authorised for issue on 2ndd September 2019 by the directors of the Trustee.
Basis of preparation
The directors of the Trustee have prepared the financial statements of the trust on the basis that it is a non-reporting entity. The financial statements are therefore special purpose financial statements that have been prepared in order to satisfy the information needs of unitholders in relation to the performance and financial position of the trust.
These special purpose financial statements have been prepared in accordance with all the measurement and recognition criteria of Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board (AASB), and the Fund’s Constitution. The Fund is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies adopted in the preparation of the financial statements are presented below and have been consistently applied unless stated otherwise.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions.
The financial statements, except for the cash flow information, have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.
The functional currency of the Fund is measured using the currency of the primary economic environment in which the entity operates. The financial statements are presented in Australian dollars which is the entity’s functional and presentation currency and is rounded to the nearest dollar.
Basis of consolidation
In accordance with AASB 10 Consolidated Financial Statements, the consolidated entity (“the Group”) consists of Cambridge Bedford Property Fund (‘the Fund’) and its controlled sub-trusts comprising Cambridge (Hobart) Trust and Bedford Park (Adelaide) Trust. Cambridge Bedford Property Fund has been identified as the parent for preparing consolidated financial reports.
Subsidiaries
Subsidiaries are those entities over which the Group has the power, directly or indirectly, to govern the financial and operating policies generally accompanied by a security holding of more than half the voting rights or those that it has deemed have been acquired either directly or indirectly through stapling arrangements. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account.
The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies.
All inter-entity balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.
Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.
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Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 1: Summary of significant accounting policies (continued)
Accounting policies a. Revenue recognition
Rental revenue Property rental income represents income earned from the rental of Fund property (inclusive of outgoings recovered from tenants) and is recognised on a straight-line basis over the lease term. Rental revenue not received at reporting date is reflected in the statement of financial position as a receivable or if paid in advance, as rent in advance (unearned income). Lease incentives granted are considered an integral part of the total rental revenue and are recognised as a reduction in rental income over the term of the lease, on a straight-line basis. Contingent rents based on the future amount of a factor that changes other than with the passage of time, including turnover rents and CPI linked rental increases, are only recognised when contractually due.
Interest Interest income is recognised using the effective interest rate method, which for floating rate financial assets is the rate inherent in the instrument. All revenue is stated net of the amount of Goods and Services Tax (GST). b. Income tax Under current tax legislation, the Fund is not liable to pay income tax as Unitholders are presently entitled to the income of the Fund and income of the Fund is fully distributable to Unitholders. See Note 1j for further details on distributions and income tax. c. Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at-call with banks, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value and bank overdrafts. d. Trade and other receivables Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for doubtful debts. Receivables relating to operating leases of the investment properties are due on the first day of each month, payable in advance. Other receivables are usually due for settlement no more than 60 days from the date of recognition. Collectability of trade and other receivables is reviewed on an ongoing basis. Receivables which are known to be uncollectible are written off. A provision for impaired receivables is established when there is objective evidence that the Fund will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of the estimated future cash flows, discounted at the original effective interest rate. The amount of the provision is recognised in profit or loss. e. Investment property and lease incentives
Investment property The property will be recognised at fair value (being the valuation price). Any changes resulting from revaluation will be recorded in the Statement of Profit and Loss and Other Comprehensive Income. The carrying value of the property recorded in the Statement of Financial Position includes straight lining of rental income in respect of fixed increase in rentals in future periods. Refer to Note 18c for further details.
Lease incentives Prospective lessees may be offered incentives as an inducement to enter into non-cancellable operating leases. These incentives may take various forms including rent-free periods, upfront cash payments, or a contribution to certain lessee cost such as a fit-out contribution. Incentives are capitalised as an asset and amortised over the term of the lease as an adjustment to net rental income. f. Trade and other payables Trade and other payables represent the liabilities for goods and services received by the Fund that remain unpaid at the end of the reporting year. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability.
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Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 1: Summary of significant accounting policies (continued) g. Derivative financial instruments A variety of methods are used to calculate the value of financial instruments and make assumptions that are based upon market conditions existing at balance date. Valuation of derivative financial instruments involves assumptions based upon quoted market rates adjusted for the specific features of the relevant instrument. The valuations of any financial instrument may change in the event of market volatility. Refer to Note 18b for more information in relation to the inputs and techniques used to derive the fair value of financial instruments. h. Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included as part of receivables or payables in the statement of financial position. Cash flows are presented on a gross basis. The GST component of financing and investing activities which is recoverable from, or payable to, the ATO is presented as operating cash flows included in receipts from customers or payments to suppliers. i. Borrowings Borrowing are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statements over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Fund have an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. j. Distribution paid and payable to Unitholders The Fund’s Constitution requires that the Fund distribute, at a minimum, the ‘net income’ (as defined in the Income Tax Assessment Act 1936) derived during the financial year. This means the net assessable income of the Fund is fully distributable to the Unitholders. Accordingly, the Fund does not pay income tax provided that the distributable income of the Fund is fully distributed to Unitholders. A liability is recognised for the amount of any distribution declared by the Fund on or before the end of the reporting year but not distributed at balance date. A liability has been recognised in the financial statements at 30 June 2019 as the final distribution had been declared at the balance date. k. Impairment of assets At each reporting date, and whenever events or changes in circumstances occur, the Fund assesses whether there is any indication that an asset may be impaired. When an indicator of impairment exists, the Fund makes a formal estimate of the recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount. l. Fair value estimation The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. The fair value of financial instruments traded in active markets is determined using quoted market prices at the balance date. The quoted market price used for financial assets held by the Fund is the current bid price; the appropriate quoted market price for financial liabilities is the current ask price. The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Fund uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. The nominal value less estimated credit adjustments of trade receivables and payables approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Fund for similar financial instruments. m. Unitholders’ funds Units on issue are classified as equity and recognised at the fair value of the consideration received by the Fund. Transaction costs arising on the issue of equity are recognised directly in equity as a reduction in the proceeds of units to which the costs relate.
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Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 1: Summary of significant accounting policies (continued) n. Significant accounting judgements The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The areas involving significant estimates or judgments are: Derivative financial instruments – Note 1g Investment properties – Note 1e Fair value estimation – Note 1l. o. New Accounting Standards adopted and for application in future periods The Fund has adopted the following new and amended Accounting Standards and Interpretations: AASB 9: Financial Instruments (and applicable amendments), (effective from 1 January 2018) The impact of AASB 9 has been determined to be immaterial as there is no change in measurement of the Fund’s financial assets and liabilities other than expected credit losses. Measurement of expected credit losses on either a twelve month or total contractual period basis in relation to lease receivables is not considered to be material given the Fund’s past experience of collecting rental payments. AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods beginning on or after 1 January 2018, as deferred by AASB 2015-8: Amendments to Australian Accounting Standards – Effective Date of AASB 15). The Fund’s main source of revenue is rental income which is outside the scope of this Standard.
AASB has issued new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods, some of which are relevant to the Fund. The Trustee has decided not to early adopt any of the new and amended pronouncements. The Trustee’s assessment of the new and amended pronouncements that are relevant to the Fund but applicable in future reporting periods is set out below: AASB 16: Leases (applicable to annual reporting periods beginning on or after 1 January 2019). The Fund is a lessor through the lease arrangements related to its investment property. AASB 16 substantially carries forward the lessor accounting requirements in AASB 117: Leases, therefore the Fund does not expect a significant impact resulting from the adoption of AASB 16.
Note 2: Revenue and other income 30 January 2019 to 30 June 2019 $ Revenue Rental income and outgoings recovery 1,170,823 Straight lining of rental income 53,272 1,224,095 Other income Interest income 44,826 Total 44,826
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Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 3: Expenses 30 January 2019 to 30 June 2019 $ Borrowing costs Borrowing costs amortised 12,503 Interest and line fees 196,891 209,394 Auditor’s remuneration Remuneration paid and payable to the auditor of the Fund is as follows: Auditing or reviewing the financial statements 13,500 Other services including compliance - Total auditors’ remuneration 13,500
Note 4: Cash and cash equivalents 2019 $ Current Cash at bank and on hand, interest bearing 937,685
Note 5: Trade and other receivables 2019 $ Current Trade receivables Rent receivable 82,921 GST refundable 41,470 Total 124,391
2019 $ Current 124,391 30 days - 60 days - 90 days + - Total 124,391
Trade and other receivables are usually non-interest bearing, unsecured and generally payable on no more than 30 day terms.
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Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 5: Trade and other receivables (continued)
Past due but not impaired At balance date no trade and other receivables were past due but not impaired other than receivables provided for. Impaired receivables At balance date no receivables have been determined to be impaired, other than provided for. Credit risk The Fund has no significant credit risks identified at 30 June 2019. The rent receivable balances outstanding are within the terms of the rental agreements and are considered to be of high credit quality.
Note 6: Other assets 2019 $ Current Prepaid insurance 40,609
Note 7: Investment property
As at 30 June 2019, the investment properties are valued as set out below.
Investment property at Year end Date of latest Independent Valuation Fair Value fair value Valuation Adelaide 30 June 2019 31 January 2019 23,500,000 23,500,000 Hobart 30 June 2019 31 January 2019 25,000,000 25,000,000 Total 48,500,000 48,500,000 Note 18 illustrates key valuation assumptions used by Savills, the valuer, in the determination of investment property fair value.
Reconciliation of the carrying amount of Investment property at the beginning and end of the financial year is set out below:
2019 $ Balance at beginning - Additions at cost: Property 48,500,000 Capitalised costs 1,895,750 Straight lining of rental income 53,272 Net gain/(loss) from fair value adjustment (1,949,022) Balance at end of the year 48,500,000
Leases as lessor
The investment property is subject to agreements to lease to tenants for long terms with rentals payable monthly. Minimum lease payments under the non-cancellable operating leases of the investment property not recognised in the financial statements are receivable as follows:
2019 $ Within one year 5,603,200 Later than one year but not later than five years 22,048,888 Later than five years 2,631,999 Total leases as lessor 30,284,087
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Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 8: Trade and other payables 2019 $ Current Trade payables 11,615 Accrued expenses 256,601 Total 268,216 Financial liabilities at amortised cost classified as trade and other payables Total trade and other payables – current 268,216 Amounts due to related parties 2,075 Financial liabilities as trade and other payables 270,921
Note 9: Amounts due to related parties 2019 $ Current KordaMentha Real Estate Pty Ltd – expense reimbursement 2,075
Note 10: Distributions payable 2019 $ Distribution payable 519,298
Distributions paid or accrued for the year include:
Ordinary units Total distribution Quarter ending Paid date Cents per unit $ 30 Jun-19 8 August 2019 1.86 519,298 The June 2019 quarter distribution is paid in the 2020 financial year.
Note 11: Derivative financial instruments 2019 $ Non-current Interest rate swap 688,546
The Fund has entered into interest rate swaps totalling $20,000,000 that entitle it to either receive or pay interest, at quarterly intervals, at a floating rate on a notional principal amount and oblige it to pay interest at a fixed rate on the same amount. The interest rate swap agreements allow the Fund to raise borrowings at a floating rate and effectively swap them into a fixed rate.
Hedge accounting has not been applied to the interest rate swaps and accordingly, changes in the fair value of the swap contracts are recorded in the statement of profit and loss and other comprehensive income. Notwithstanding the accounting outcome, the Trustee considers these contracts are appropriate and effective in offsetting the economic interest rate exposures of the Fund. Refer Note 17c.
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Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 12: Secured borrowings 2019 $ Non-current Bank loan 23,765,000 Capitalised borrowing costs (599,675) Amortisation of borrowing costs 12,503 Total borrowings 23,177,828
The loan facility is secured by a fixed and floating charge over the assets of the Fund.
With this secured borrowing, the Fund has entered into interest rate swaps totalling $20,000,000 that entitle the Fund to either receive or pay interest, at quarterly intervals, at a floating rate on a notional principal amount and oblige it to pay interest at a fixed rate on the same amount. Refer to Note 11 and 17c.
2019 $ As at 30 June 2019, the Fund had access to: Credit facility Cash advance facility 23,765,000 Drawn balance (23,765,000) Undrawn balance - -
Note 13: Unitholders’ funds Units at 30 June 2019 30 June 2019 $ Units on Issue 27,874,075 27,874,075 Capital raising costs - (565,848) Total Unitholders’ funds 27,874,075 27,308,227
Capital management
The Fund regards net assets attributable to Unitholders as its capital. The objective of the Fund is to provide Unitholders with sustainable income with the potential for capital growth through investments in property.
Note 14: Accumulated losses 2019 $ Accumulated losses (2,361,505)
Retained earnings reserve records income, expenses and distributions to unitholders.
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Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 15: Cash flow information 30 January 2019 to 30 June 2019 $ Reconciliation of cash flow from operating activities with profit for the year Net loss for the period (1,842,207) Non-cash flows in profit Straight lined rental income (53,272) Fair value loss on investment 1,949,022 Fair value loss on hedge 688,546 Amortisation of borrowings costs 12,503 Changes in assets and liabilities: Increase in trade and other receivables (124,391) Increase in prepayments (40,609) Increase in trade and other payables 270,291 Net cash provided by operating activities 859,883
Note 16: Related party disclosures a. Trustee, the Manager and KordaMentha Investments Property Trust The Trustee of the Fund is KordaMentha Funds Management Pty Ltd, which has outsourced a number of the Fund’s management functions to KM Property Funds Ltd (‘the Manager’). KM Property Funds Ltd is a related party. KordaMentha Investments Property Trust, as unitholder, is a related party. b. Key management personnel and directors The Fund and the Trustee do not employ personnel in their own right. The Fund has appointed the Trustee, KordaMentha Funds Management Pty Ltd to manage the activities of the Fund. The directors of the Trustee are listed below and were not paid director fees by the Fund or the Trustee: Mark Anthony Korda Director Mark Francis Xavier Mentha Director Berrick Marshall Wilson Director Resigned 26 June 2019 Thomas Jepson Davis Director Appointed 26 June 2019 c. Other related parties Other related parties include close family members of key management personnel and entities that are controlled or jointly controlled by those key management personnel, individually or collectively, with their close family members. Other related parties also include any entities controlled, jointly controlled or significantly influenced by the Trustee, any of the Trustee’s parent entities and any entities that, together with the Trustee, are subject to common control by another entity.
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Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 16: Related party disclosures (continued) d. Transactions and outstanding balances with related parties Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties (i.e. at arm’s length) unless the terms and conditions disclosed below specifically indicate otherwise. The following transactions occurred with related parties and are in accordance with the Product Disclosure Statement: Transactions with related parties 30 January 2019 to 30 June 2019 $ Transactions with KordaMentha Funds Management Pty Ltd Management fees 65,667 Transaction fee 1,382,250 Transactions with KordaMentha Real Estate Pty Ltd Expense reimbursements 1,887 Acquisition cost reimbursements 140,799 Amounts payable to related parties at the end of the financial year are disclosed in Note 9. e. Other related parties There were no transactions or outstanding balances with any entities controlled, jointly controlled or significantly influenced by the Trustee, any of its parent entities and any entities that are subject to common control by the Trustee, or any other related party. f. Compensation No amount is paid by the Fund directly to the directors of the Trustee. Accordingly, no compensation as defined in AASB 124: Related Party Disclosures is paid by the Fund to the directors as key management personnel. g. Related party equity holdings 2019 KordaMentha Investments Property Trust Ordinary units 2,069,075
Note 17: Financial risk management
The Fund’s financial instruments consist primarily of cash and cash equivalents, accounts receivable and payable, derivative financial instruments and secured borrowings.
The Fund is exposed to a variety of financial risks as a result of its activities. These risks include credit risk, interest rate risk (market risk) and liquidity risk.
The Fund’s risk management and investment policies, approved by the directors of the Trustee, aim to assist the Fund in meeting its financial targets while minimising the potential adverse effects of these risks on the Fund’s financial performance.
The Fund uses interest rate swaps to manage its financial risk as permitted under the financial risk management policy. Such instruments are used exclusively for hedging purposes i.e. not for trading for speculative purposes.
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Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 17: Financial risk management (continued)
The Fund holds the following financial instruments:
2019 Note $ Financial assets Cash and cash equivalents 4 937,685 Trade and other receivables 5 124,391 1,062,076 Financial liabilities Trade and other payables 8 268,216 Amounts due to related parties 9 2,075 Distribution payable 10 519,298 Derivative financial instruments 11 688,546 Secured borrowings 12 23,765,000 Financial liabilities 25,243,135
Specific Financial Risk Exposures and Management a. Credit risk Credit risk is managed by the Fund through maintaining procedures that ensure, to the extent possible, that clients and counterparties to transactions are of sound credit worthiness. To this end, the financial stability of clients and counterparties is monitored and assessed on a regular basis. The Fund’s maximum credit risk exposure at the end of the reporting year in relation to each class of recognised financial assets is the carrying amount of those assets as indicated in the statement of financial position. Refer to Note 5 for further details on the Fund’s exposure to credit risk arising from trade receivables. Apart from the secured borrowings, the Fund has limited concentrations of credit risk with any single counterparty or group of counterparties. Trade receivables that are neither past due nor impaired are considered to be of high credit quality. b. Liquidity risk Liquidity risk arises if the Fund has insufficient liquid assets to meet its short term obligations. Liquidity risk is managed by maintaining sufficient cash balances and adequate committed credit facilities. Prudent liquidity management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The instruments entered into by the Fund were selected to ensure sufficient funds would be available to meet the ongoing cash requirements of the Fund. The table below reflects an undiscounted contractual maturity analysis for non- derivative financial liabilities. Cash flows realised from financial assets reflect management’s expectations as to the timing of realisation. Actual timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities reflects the earliest contractual settlement dates. The loan is anticipated to be refinanced unless repaid on settlement of the properties.
Page 20
Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 17: Financial risk management (continued)
Specific Financial Risk Exposures and Management (continued) b. Liquidity risk (continued)
Financial liability and financial asset maturity analysis Within 1 year 1 to 5 years Total $ $ $ Financial liabilities due Trade and other payables 268,216 - 268,216 Amounts due to related parties 2,075 - 2,075 Derivative financial instruments - 688,546 688,546 Distribution payable 519,298 519,298 Secured borrowings - 23,765,000 23,765,000 Total expected outflows 789,589 24,453,546 25,243,135 Financial assets realisable Cash and cash equivalents 937,685 - 937,685 Trade receivables 124,391 - 124,391 Total anticipated inflows 1,062,076 - 1,062,076 Net inflows/(outflows) 272,487 (24,453,546) (24,181,059) c. Market risk
Interest rate risk The Fund’s interest-rate risk will primarily arise from borrowings. Borrowings issued at variable rates will expose the Fund to cash flow interest rate risk. Borrowings issued at fixed or capped rates will expose the Fund to fair value interest rate risk. The Fund’s policy is to effectively maintain hedging arrangements of its borrowings where it is considered appropriate and cost effective to do so. The Fund manages its cash flow interest rate risk by using interest rate swaps. Interest rate swaps have been put in place in anticipation of borrowings occurring in the near future. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed or capped rates. The Fund will raise borrowings at floating rates and will swap them into fixed rates. Under the interest rate swaps, the Fund agrees with other parties to exchange, at specified intervals (usually 3 month), the difference between fixed rates and floating-rate interest amounts calculated by reference to the agreed notional principal amounts. Under the contracts, the Fund will effectively pay interest on notional swap amounts at fixed rates of 1.89% until 12 April 2024 with the counterparties paying at the variable 90 days bank bill swap bid rate. Therefore, at the balance date 30 June 2019 the interest rate was 1.89%. The Fund has exposure to interest rate risk on its monetary assets and liabilities, mitigated by the use of interest rate swaps, as shown in the table below: 2019 $ Floating rate Cash and cash equivalents 937,685 Secured borrowings (23,765,000) (22,827,315) Derivative financial instruments Interest rate swap – floating to fixed (notional amount) 20,000,000 Interest rate swap - fair value 688,546 20,688,546 Net exposure (2,138,769)
Page 21
Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 17: Financial risk management (continued) c. Market risk (continued)
Sensitivity As the Fund is substantially hedged against interest rate risk to the secured borrowings, the only material sensitivity analysis applicable is the impact of interest rate risk to the fair value calculation of the interest rate swap. The following table details the Fund’s sensitivity to movements in the interest rates, based on the interest rate swap at balance date with all other variables held constant. Profit/(loss) Equity 2019 2019 $ $ Fair value of interest rate swap Interest rates increased by 100 basis points 941,500 941,500 Interest rates decreased by 100 basis points (941,500) (941,500)
Note 18: Fair value measurement
The Fund measures and recognises the following assets and liabilities at fair value on a recurring basis after initial recognition.
Investment property, refer to Note 7 Derivative financial instruments, refer to Note 11 a. Fair Value Hierarchy AASB 13: Fair Value Measurement requires the disclosure of fair value information by level of the fair value hierarchy, which categorises fair value measurements into one of three possible levels based on the lowest level that an input that is significant to the measurement can be categorised into as follows: Level 1 Level 2 Level 3 Measurements based on quoted prices Measurements based on inputs other Measurements based on unobservable (unadjusted) in active markets for than quoted prices included in Level 1 inputs for the asset or liability. identical assets or liabilities that the that are observable for the asset or entity can access at the measurement liability, either directly or indirectly. date. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. If all significant inputs required to measure fair value are observable, the asset or liability is included in Level 2. If one or more significant inputs are not based on observable market data, the asset or liability is included in Level 3. The following tables provide the fair values of the Fund’s assets measured and recognised on a recurring basis after initial recognition and their categorisation within the fair value hierarchy: 30 June 2019 Note Level 1 Level 2 Level 3 Total $ $ $ $ Recurring fair value measurements Assets Investment property 7 - - 48,500,000 48,500,000 Total assets at fair value - - 48,500,000 48,500,000 Liabilities Interest rate swaps 11 - 688,546 - 688,546 Total liabilities at fair value - 688,546 - 688,546 There were no transfers between levels of the fair value hierarchy during the financial year.
Page 22
Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 18: Fair value measurement (continued)
Disclosed fair values The fair value of investment property (Level 3) and derivative financial instruments (Level 2) is disclosed in the statement of financial position. The carrying amounts of trade and other receivables and other current assets, trade and other payables are assumed to approximate their fair values due to their short-term nature. The Fund holds no Level 1 assets or liabilities. b. Valuation Techniques and Inputs Used to Measure Level 2 Fair Values
Fair value of derivative financial instruments Level 2 assets held by the Fund include ‘Vanilla’ fixed to floating interest rate swap derivatives (over-the-counter derivatives). The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. At initial recognition, the Fund measures a financial asset or liability at its fair value. Transaction costs in relation to financial assets and financial liabilities carried at fair value through profit or loss are expensed in profit or loss. The fair value of interest rate derivatives has been determined using a pricing model based on discounted cash flow analysis which incorporates assumptions supported by observable market data at balance date including market expectations of future interest rates and discount rates adjusted for any specific features of the derivatives. All counterparties to interest rate derivatives are Australian financial institutions. c. Valuation Techniques and Inputs Used to Measure Level 3 Fair Values
Fair value of investment property If one or more of the significant inputs is not based upon observable market data the asset or liability is included in Level 3. The Fund holds no Level 3 financial instruments. However, the Fund has investment properties with carrying amounts of approximately $48,500,000, that are valued using techniques whereby at least one significant input is not observable market data, and hence they are considered to be Level 3 assets for the purposes of fair value measurement. The highest and best use of investment property is taken into consideration when determining fair values. The highest and best use of investment property refers to the use of the investment property by a market participant that would maximise the value of that property. With respect to the Fund’s investment property, the current use is considered to be the highest and best use. Within this construct, fair value is determined within a range of reasonable estimates utilising both capitalisation of net market income and discounted future cash flow methodologies and comparing the results to market sales evidence. The most appropriate evidence of fair value is given by current prices in an active market for similar property in the same location and condition and subject to similar leases. Where sufficient market information is not available, or to supplement this information, management considers other relevant information including: Current prices for properties of a different nature, condition or location, adjusted to reflect those differences. Recent prices of similar properties in a less active market, with adjustments to reflect changes in economic conditions or other factors. Capitalised income calculations based on an assessment of current net market income for that property or other similar properties, a capitalisation rate taking into account market evidence for similar properties and adjustments for any differences between market rents and contracted rents over the term of existing leases and deductions for short term vacancy or lease expiries, incentive costs and capital expenditure requirements. Discounted cash flow forecasts including estimates of future cash flows based on current leases in place for that property, historical operating expenses, reasonable estimates of current and future rents and operating expenses based on external and internal assessments and using discount rates that appropriately reflect the degree of uncertainty and timing inherent in current and future cash flows. The fair value adopted for investment properties has been supported by independent external valuations of the properties at 31 January 2019, which is considered to reflect market conditions at balance date. The Board conducts the investment property valuation process on a yearly basis, or on a more regular basis if considered appropriate and as determined by management in accordance with the valuation policy of the Fund. An independent professionally qualified external valuer undertakes the valuation. The valuations by Savills for the investment properties were confirmed as being current following the acquisition at 12 April 2019.
Page 23
Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 18: Fair value measurement (continued) c. Valuation Techniques and Inputs Used to Measure Level 3 Fair Values (continued)
Fair value of investment property (continued)
The significant unobservable inputs associated with the valuation of the Group’s investment properties (excluding property under construction) are as follows: Class Fair Value Inputs used to measure Fair Range of property Hierarchy Valuation Technique Value Unobservable Inputs Hobart Adelaide Office Level 3 Discounted cash flow and Net Office Market Rent (psm) pa. $310 $264 Income capitalisation method Adopted capitalisation rate 9.50% 7.50% Adopted terminal yield 9.75% 8.25% Adopted discount rate 8.50% 8.00%
Definitions
Discounted Cash Flow A method in which a discount rate is applied to future expected income streams to estimate the Method present value. Income Capitalisation A valuation approach that provides an indication of value by converting future cash flows to a Method single current capital value. Gross Market Rent The estimated amount for which an interest in real property should be leased on the valuation date between a willing lessor and a willing lessee on appropriate lease terms in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion. Capitalisation Rate The return represented by the income produced by an investment, expressed as a percentage. Terminal Yield A percentage return applied to the expected net income following a hypothetical sale at the end of the cash flow period. Discount Rate A rate of return used to convert a future monetary sum or cash flow into present value.
Sensitivity analysis
Significant impact Fair value measurement sensitivity to Fair value measurement sensitivity to significant increase in input significant decrease in input Gross office market rent (psm) pa. Increase Decrease Adopted capitalisation rate Decrease Increase Adopted terminal yield Increase Decrease Adopted discount rate Decrease Increase
Page 24
Notes to the financial statements For the period 30 January 2019 to 30 June 2019
Note 19: Parent entity financial information 2019 $ Assets Current assets Cash and cash equivalents 937,685 Trade and other receivables 128,061 Amounts due from related parties 46,997,617 Total current assets 48,063,363 Non-current assets Investment in sub-trusts 2,069,075 Total non-current assets 2,069,075 Total assets 50,132,438 Liabilities Current liabilities Trade and other payables 241,868 Amounts due to related parties 2,075 Distribution payable 519,298 Total current liabilities 763,241 Non-current liabilities Derivative financial instruments 688,546 Secured borrowings 23,177,828 Total non-current liabilities 23,866,374 Total liabilities 24,629,615 Net assets 25,502,823 Net assets attributable to Unitholders Unitholders’ funds 27,308,227 Accumulated losses (1,805,404) Net assets attributable to Unitholders 25,502,823
Note 20: Recurring and non-recurring contingent liabilities and assets
The Fund does not have any other contingent liabilities or contingent assets as at 30 June 2019.
Note 21: Events after the reporting period
The directors of the Trustee are not aware of any other significant events since the end of the reporting year.
Note 22: Additional information
The registered office of the Trustee is: The principal place of business of the Trustee is: KordaMentha Funds Management Pty Ltd KordaMentha Funds Management Pty Ltd Rialto South Tower Rialto South Tower Level 31, 525 Collins Street Level 31, 525 Collins Street Melbourne VIC 3000 Melbourne VIC 3000
Page 25
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CAMBRDIGE BEDFORD PROPERTY FUND
Opinion
We have audited the financial report of Cambridge Bedford Property Fund (the “Trust”), which comprises the statement of financial position as at 30 June 2019, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the period then ended, and notes to the financial statements, including a summary of significant accounting policies, and the trustee’s declaration.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Trust in accordance with the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter – Basis of Accounting
We draw attention to Note 1 to the financial report, which describes the basis of accounting. The financial report has been prepared for the purpose meeting the requirements of the stakeholders. As a result, the financial report may not be suitable for another purpose. Our opinion is not modified in respect of this matter.
Responsibilities of the Directors of the Trustee for the Financial Report
The directors of the trustee company, KordaMentha Funds Management Pty Ltd is responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards and for such internal control as the directors of the trustee company determines is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error.
In preparing the special purpose financial report, the directors of the trustee company are responsible for assessing the Trust’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors of the trustee company either intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so.
The directors of the trustee company are responsible for overseeing the Trust’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
ShineWing Australia ABN 39 533 589 331. Liability limited by a scheme approved under Professional Standards Legislation. ShineWing Australia is an independent member of ShineWing International Limited – members in principal cities throughout the world.
As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit.
We identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
We obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control.
We evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors of the trustee company.
We conclude on the appropriateness of the directors of the trustee company’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Trust to cease to continue as a going concern.
We evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
We communicate with the directors of the trustee company, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during the audit.
ShineWing Australia Chartered Accountants
Rami Eltchelebi Partner
Melbourne, 2 September 2019