2008 annual financial reports
Transcription
2008 annual financial reports
ABACUS HOSPITALITY FUND ABN 62 116 839 304 ANNUAL FINANCIAL REPORT For the year ended 30 June 2008 ABACUS HOSPITALITY FUND ANNUAL FINANCIAL REPORT 30 JUNE 2008 Directory Responsible Entity: Abacus Funds Management Limited Level 34, Australia Square 264-278 George Street SYDNEY NSW 2000 Tel: (02) 9253 8600 Fax: (02) 9253 8616 Website: www.abacusproperty.com.au Directors of Responsible Entity and Abacus Hospitality Limited: John Thame, Chairman Frank Wolf, Managing Director William J Bartlett, Non-executive Director David Bastian, Non-executive Director Dennis Bluth, Non-executive Director Malcolm Irving, Non-executive Director Len Lloyd, Executive Director Company Secretary: Ellis Varejes Contents Contents Custodian: Perpetual Trustee Company Limited Level 12 Angel Place 123 Pitt Street SYDNEY NSW 2000 Share Registry: Computershare Fund Services Pty Limited GPO Box 804 MELBOURNE VIC 3001 Tel: 1800 213 154 Toll free Auditor: Ernst & Young Ernst & Young Centre 680 George Street SYDNEY NSW 2000 Compliance Plan Auditor: Ernst & Young Ernst & Young Centre 680 George Street SYDNEY NSW 2000 Page Directors’ Report 2 Auditor’s Independence Declaration 9 Income Statement 10 Balance Sheet 11 Statement of Changes in Equity 13 Cash Flow Statement 15 Notes to the Financial Statements 16 Directors’ Declaration 58 Independent Audit Report 59 It is recommended that this Annual Financial Report should be read in conjunction with the Annual Financial Reports of Abacus Hospitality Trust for the year ended 30 June 2008. It is also recommended that the report be considered together with any public announcements made by the Abacus Hospitality Fund in accordance with its continuous disclosure obligations arising under the Corporations Act 2001. 1 ABACUS HOSPITALITY FUND DIRECTORS’ REPORT 30 JUNE 2008 The Directors present their report together with the consolidated financial reports of Abacus Hospitality Limited and the auditor’s report thereon. Abacus Hospitality Limited (“AHL” or the “Company”) has been identified as the parent entity of the group referred to as the Abacus Hospitality Fund (“AHF” or the “Fund”). The consolidated financial reports of AHF comprise the consolidated financial reports of AHL and its controlled entities and Abacus Hospitality Trust and its controlled entities (“AHT”). DIRECTORS The Directors of AHL in office during the financial year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated. John Thame Frank Wolf William Bartlett David Bastian Dennis Bluth Malcolm Irving Len Lloyd Chairman (Non-executive) Managing Director Non-executive Director Non-executive Director Non-executive Director Non-executive Director Executive Director Appointed on 27/09/2007 Appointed on 27/09/2007 Appointed on 27/09/2007 Appointed on 27/09/2007 PRINCIPAL ACTIVITIES The principal activity of the Fund during the year ended 30 June 2008 was the ownership and operation of hotels in Australia and New Zealand. FUND STRUCTURE The Fund represents the consolidation of AHL and its subsidiaries and AHT and its subsidiaries. Units in AHT and shares in AHL have been stapled together so that neither can be dealt without the other. An AHF security consists of one unit in AHT and one share in AHL. A transfer, issue or reorganisation of a unit or share in any of the component parts is accompanied by a transfer, issue or reorganisation of a unit or share in each of the other component parts. AHL is a company incorporated and domiciled in Australia. AHT is an Australian registered managed investment scheme. Abacus Funds Management Limited (AFML), the Responsible Entity of AHT, is incorporated and domiciled in Australia and is a wholly owned subsidiary of Abacus Group Holdings Limited (AGHL) which is the parent of the Abacus Property Group (Abacus or APG). The registered office and principal place of business of AGHL and of AFML is located at Level 34 Australia Square, 264-278 George Street, Sydney NSW 2000. 2 ABACUS HOSPITALITY FUND DIRECTORS’ REPORT 30 JUNE 2008 OPERATING PROFIT While the Fund incurred a net loss attributable to stapled security holders of $3.1 million for the year ended 30 June 2008 (30 June 2007: net profit of $14.8 million including gain on sale of investment property), the earnings before interest, taxes, depreciation and amortisation (EBITDA) for the year was $25.7 million (30 June 2007: $16.7 million). EARNINGS PER STAPLED SECURITY CONSOLIDATED Basic and diluted earnings per security 2008 2007 $ $ (0.09) 1.86 DISTRIBUTIONS Distributions paid to security holders for the year ended 30 June 2008 were as follows (2007: $14.8 million): Cents $’000 Interim distribution paid 13 November 2007 2.0000 494 Interim distribution paid 6 February 2008 2.0000 636 Interim distribution paid 6 May 2008 2.0000 788 Final distribution payable 7 August 2008 2.0625 927 Total 8.0625 2,845 AHT funded all distributions to AHF stapled security holders for the year ended 30 June 2008. REVIEW OF OPERATIONS AND SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Fund Overview The Fund operates within Australia and New Zealand and as at the date of this report the Fund held a hotel portfolio of eight hotels. Operating results The Fund’s total revenue for the year grew by 93.2% and like for like EBITDA, excluding net gain on sale of investment property increased by 57.3%, which reflects the growth in size of the Fund from four to eight hotels during the year. 3 ABACUS HOSPITALITY FUND DIRECTORS’ REPORT 30 JUNE 2008 REVIEW OF OPERATIONS AND SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS continued The Fund’s revenues and EBITDA during the year ended 30 June 2008 were as follows: Total Revenue1 EBITDA1 “Normalised” EBITDA1,2 Distributions per security (cents) CONSOLIDATED 2007 2008 $’000 $’000 87,152 45,119 25,675 16,722 22,220 14,124 8.0625 8.0000 Change % 93.2% 53.5% 57.3% 0.8% 1. Excluding net gain on sale of investment property, namely the Rendezvous Hotel in Auckland NZ (a transaction that pre-dated the launch of this fund). 2. Normalised EBITDA is net EBITDA adjusted for AIFRS fair value adjustments (namely property revaluations, revaluations of derivatives and other financial instruments). The Fund’s gross assets and financial condition strengthened from increased portfolio of hotel assets, operational activities and increased securities inflows during the year ended 30 June 2008: Total Assets ($ million) Total Bank Debt ($ million) Bank Gearing - net of cash (%) Securities on issue (‘000) Weighted average securities on issue (‘000) CONSOLIDATED 2007 2008 340.4 173.7 182.0 89.6 50.7 49.6 45,492 20,494 34,378 7,962 Change % 96.0% 102.9% 0.9% 122.0% 331.8% Hotel Portfolio The Fund acquired the Rydges Southbank Townsville hotel ($18.8m), Swissôtel Sydney ($85m), Rydges Esplanade Resort in Cairns ($35.1m) and the investment hotel property of the Diplomat Hotel in Canberra ($13.3m) during the year. At 30 June 2008, the Fund owned 8 hotels - Rydges Tradewinds in Cairns, Rydges Esplanade in Cairns, Novotel Twin Waters Resort on the Sunshine Coast, Rydges Gladstone, Rydges Southbank Townsville in Queensland, Chateau on the Park in Christchurch, Swissôtel Sydney and the Diplomat Hotel in Canberra with an aggregate value of approximately $340.4 million. Review of Financial condition Revaluations of $7.8m were recorded for Rydges Tradewinds ($2.3m), Novotel Twin Waters ($1.7m), Chateau ($0.7m) and Rydges Esplanade ($3.1m) for the year ended 30 June 2008. These revaluations are reflected in the Asset Revaluation Reserve. AHF stapled securities under the public offer (dated 4 April 2008) are being issued at $1.03 per security, with 97.85 cent cost base allocated to an AHT unit and 5.15 cent cost base allocated to an AHL share. A total of approximately $45.5 million of stapled securities in AHF were on issue at 30 June 2008 (June 2007: $20.5 million), with approximately $2.3 million allocated to contributed equity of the AHL and approximately $43.2 million allocated to contributed equity of the AHT. 4 ABACUS HOSPITALITY FUND DIRECTORS’ REPORT 30 JUNE 2008 REVIEW OF OPERATIONS AND SIGNIFICANT CHANGES IN THE STATE STATE OF AFFAIRS continued At 30 June 2008, existing bank loan facilities totalled approximately $154.3 million in Australian dollar denominated loans, of which $154.2 million was drawn, and a fully drawn facility of NZ$35 million (A$27.8 million) in New Zealand dollar denominated loans. A further $96.7 million of the existing $150 million Abacus working capital facility was drawn as at 30 June 2008. The Fund manages interest rate exposure on bank debt facilities through the use of interest rate swap contracts. At 30 June 2008, approximately $156.7 million or 84.9% of total bank debt facilities were covered by interest rate swap arrangements at an average effective fixed interest rate (including bank margin) of 7.43% with an average term to maturity of 3.4 years in relation to Australian dollar facilities and 7.54% with an average term to maturity of 2.9 years in relation to New Zealand dollar facilities. The Abacus working capital facility is fixed at an interest rate of 8.0% with a remaining term to maturity of 7.75 years. The Fund’s net debt gearing ratio (calculated as total interest bearing liabilities less cash assets divided by total assets) excluding the Abacus working capital was 50.7% at 30 June 2008 (2007: 49.6%). The Fund’s net debt gearing ratio including the Abacus working capital was 79.1% at 30 June 2007 (2007: 83.1%). STAPLED SECURITIES ON ISSUE At 30 June 2008, 45,492,066 stapled securities in AHF were on issue. INFORMATION ON DIRECTORS AND OFFICERS The Directors and Company Secretary of AHL and AFML (the Responsible Entity of the AHT) in office during the financial year and until the date of this report are as set out below, with qualifications, experience and special responsibilities. John Thame AIBF, FCPA Chairman (non-executive) Mr Thame has over 30 years’ experience in the retail financial services industry in senior management positions. His 26-year career with Advance Bank included 10 years as Managing Director until the Bank’s merger with St George Bank Limited in 1997. Mr Thame was Chairman (2004 to 2008) and a director (1997 to 2008) of St George Bank Limited and St George Life Limited. He is also a director of Reckon Limited and The Village Building Co Limited (Group). Frank Wolf PhD, BA Hons Managing Director Dr Wolf has over 20 years’ experience in the property and financial services industries, including involvement in retail, commercial, industrial and hospitality-related assets in Australia, New Zealand and the United States. Dr Wolf has been instrumental in over $2 billion worth of property related transactions, corporate acquisitions and divestments and has financed specialist property-based assets in retirement and hospitality sectors. Dr Wolf is the Chairman of FSP Group Pty Limited and a Director of Kingston Capital Limited (financial planning groups). He is also a director of HGL Limited, a diversified publicly listed investment company. 5 ABACUS HOSPITALITY FUND DIRECTORS’ REPORT 30 JUNE 2008 INFORMATION ON DIRECTORS AND OFFICERS continued William J Bartlett FCA, CPA, FCMA, CA(SA) Non-executive Director Mr Bartlett has strong accounting, financial and corporate credentials. During his 23 years’ career with Ernst & Young, he held the roles of Chairman of Worldwide Insurance Practice, National Director of Australian Financial Services Practice and Chairman of the Client Service Board. Mr Bartlett is a director of Suncorp-Metway Limited, GWA Limited, Reinsurance Group of America Inc and RGA Reinsurance Company of Australia Limited. Mr Bartlett was a director of Retail Cube Limited (2004 to 2006) and Arana Therapeutics Limited (2004 to 2007). He is also a director of the Bradman Foundation and Museum. David Bastian CPA Non-executive Director Mr Bastian has almost 40 years’ experience in the financial services industry, in particular in the packaging of commercial, retail and residential property projects and was the Managing Director of the Group until September 2006. He was Managing Director of the Canberra Building Society for 20 years and an Executive Director of Godfrey Pembroke Financial Services Pty Limited for 7 years. Dennis Bluth LLM, LLB, BA, FAPI Non-executive Director Mr Bluth holds Bachelor of Arts, Bachelor of Law and Masters of Law degrees and has practised as a solicitor for over 25 years, principally in the area of property law. Mr Bluth is a partner of HWL Ebsworth, Lawyers and is a member of a number of Law Society and Law Council Committees. He is also a member of the Australian Valuation & Professional Standards Board. Malcolm Irving AM FCPA, SF Fin, BCom, Hon DLitt Non-executive Director Mr Irving has over 40 years’ experience in company management, including 12 years as Managing Director of CIBC Australia Limited. He was a director of Keycorp Limited (2001 to 2007). He is also a director of O’Connell Street Associates Pty Ltd and Thales Australia Limited. Len Lloyd FAPI, WDA Executive Director Mr Lloyd is a licensed Real Estate Agent and a registered Real Estate Valuer. He has 40 years experience in the development, management and funding of commercial, retail and residential property. Mr Lloyd joined the Abacus Group in October 2000 and now holds the position of Managing Director of Abacus Property Services Pty Limited responsible for property administration and development opportunities in the Abacus portfolio. In previous positions Mr Lloyd held responsibility for the property portfolios of the Advance Bank and St George Bank and provided valuation and lending advice while with the Commonwealth Development Bank for 21 years. Ellis Varejes BCom, LLB Company Secretary and Chief Operating Officer Mr Varejes has been the Company Secretary since September 2006. He has over 25 years’ experience as a corporate lawyer in private practice. 6 ABACUS HOSPITALITY FUND DIRECTORS’ REPORT 30 JUNE 2008 INFORMATION ON DIRECTORS AND OFFICERS continued continued The Directors and Officers were in office from the beginning of the financial year until the date of this report unless otherwise stated. Directors’ Benefits Since the end of the previous financial year, no director has received or become entitled to receive a benefit, other than any benefit disclosed in the financial statements as compensation or the fixed salary of key management personnel of the Group or a related company by reason of a contract made by the Group or a related body corporate with the director or a with a firm of which he is a member, or with an entity in which he has a substantial financial interest. Indemnification and Insurance of Directors and Officers The manager of the Fund, Abacus Funds Management Limited, has paid an insurance premium in respect of a contract insuring all directors and full time executive officers and secretary. The terms of this policy prohibit disclosure of the nature of the risks insured or the premium paid. ENVIRONMENTAL REGULATION AND PERFORMANCE The Fund’s environmental responsibilities, such as waste removal and water treatment, have been managed in compliance with all applicable regulations and licence requirements and in accordance with industry standards. No breaches of requirements or any environmental issues have been discovered and brought to the board’s attention. There has been no known significant breaches of any environmental requirements applicable to the Fund. STAPLED SECURITY OPTIONS No options were granted over any stapled securities in the Fund during the financial year and there are no options outstanding as at the date of this report. REGISTER OF SECURITY HOLDERS The register of security holders has, during the year ended 30 June 2008, been properly drawn up and maintained so as to give a true account of the security holders of the Fund. AUDITORS INDEPENDENCE DECLARATION We have obtained an independence declaration from our auditor, Ernst & Young, and such declaration is shown on page 9. SIGNIFICANT EVENTS AFTER BALANCE DATE Other than as disclosed in this report and to the knowledge of directors, there has been no matter or circumstance that has arisen since the end of the financial year that has significantly affected, or may affect, the Fund’s operations in future financial years, the results of those operations or the Fund’s state of affairs in future financial years. LIKELY DEVELOPMENTS AND EXPECTED RESULTS In the opinion of the Directors, disclosure of any further information on future developments and results than is already disclosed in this report or the financial statements would be unreasonably prejudicial to the interests of the Fund. 7 ABACUS HOSPITALITY FUND DIRECTORS’ REPORT 30 JUNE 2008 ROUNDING The amounts contained in this report and in the annual financial report have been rounded to the nearest $1,000 (where rounding is applicable) under the option available to the group under ASIC Class Order 98/0100. The group is an entity to which the Class Order applies. Signed in accordance with a resolution of the directors. Abacus Hospitality Limited (ABN 62 116 839 304) _____________________________ _______________________________ John Thame Chairman Sydney, 23 September 2008 Frank Wolf Managing Director 8 ABACUS HOSPITALITY FUND INCOME STATEMENT STATEMENT YEAR ENDED 30 JUNE 2008 Notes REVENUE Hotel income Rental income Finance income Other income Net gain on sale of investment property Foreign currency exchange gain TOTAL REVENUE AND OTHER INCOME Employee benefits expense Depreciation and amortisation expenses Other hotel expenses Other expenses Finance costs Unrealised loss on revaluation of Property, Plant and Equipment PROFIT/(LOSS) BEFORE INCOME TAX Income tax benefit/(expense) PROFIT/(LOSS) AFTER INCOME TAX NET PROFIT/(LOSS) ATTRIBUTABLE TO STAPLED SECURITY HOLDERS OF THE FUND 6a 6b 6c 6d 6e 6f 7 Represented by: Abacus Hospitality Limited Internal minority interests: Abacus Hospitality Trust NET PROFIT/(LOSS) ATTRIBUTABLE TO STAPLED SECURITY HOLDERS OF THE FUND Basic and diluted earnings per security 8 CONSOLIDATED 2007 2008 $'000 $'000 PARENT ENTITY 2008 2007 $'000 $'000 84,783 1,693 676 87,152 (35,447) (9,347) (25,358) (4,127) (14,791) 40,381 3,858 781 12,514 99 57,633 (18,374) (5,024) (11,587) (1,026) (7,037) 166 166 (3) - (1) - (1,848) (3,766) 682 (3,084) 14,585 238 14,823 163 (49) 114 (1) (1) (3,084) 14,823 114 (1) (1,326) (554) 114 (1) (1,758) 15,377 - - (3,084) 14,823 114 (1) $ (0.09) $ 1.86 10 ABACUS HOSPITALITY FUND BALANCE SHEET AS AT 30 JUNE 2008 Notes CURRENT ASSETS ASSETS Cash and cash equivalents Trade and other receivables Other TOTAL CURRENT ASSETS NON - CURRENT ASSETS Other financial assets Deferred tax assets Property, plant and equipment Investment property Investment in controlled entities Intangible assets TOTAL NONNON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provisions Interest bearing liabilities Income tax payable TOTAL CURRENT LIABILITIES NONNON-CURRENT LIABILITIES Deferred tax liabilities Provisions Interest bearing liabilities TOTAL NONNON-CURRENT LIABILITIES TOTAL LIABILITIES PARENT ENTITY 2008 2007 $'000 $'000 10 11 12 9,434 7,797 2,105 19,336 6,940 10,462 1,057 18,459 - 1,080 1,080 13 7 14 15 7,556 2,511 295,802 14,391 809 321,069 340,405 2,517 897 151,798 155,212 173,671 1 3,211 3,212 3,212 1,080 13,554 2,517 22,757 42 38,870 7,931 1,215 9,146 725 - - 725 - 648 769 255,903 257,320 296,190 226 500 145,434 146,160 155,306 50 50 775 - 44,215 18,365 2,437 1,080 42,063 7,782 (5,630) 44,215 18,116 (50) 299 18,365 2,270 167 2,437 1,027 53 1,080 16 17 18 19a 7 18 19b NET ASSETS EQUITY Contributed equity Reserves Retained earnings/(accumulated losses) TOTAL EQUITY CONSOLIDATED 2008 2007 $'000 $'000 20 11 ABACUS HOSPITALITY FUND BALANCE SHEET (continued) AS AT 30 JUNE 2008 Notes Represented by: Total equity attributable to shareholders of AHL: Contributed equity Reserves Accumulated losses Total equity equity attributable to unitholders of AHT: Contributed equity Reserves Accumulated losses TOTAL EQUITY CONSOLIDATED 2007 2008 $'000 $'000 PARENT ENTITY 2007 2008 $'000 $'000 2,270 (8) (2,138) 124 1,027 (36) (812) 179 2,270 167 2,437 1,027 53 1,080 39,793 7,790 (3,492) 44,091 17,089 (14) 1,111 18,186 - - 44,215 18,365 2,437 1,080 12 ABACUS HOSPITALITY FUND STATEMENT OF CHANGES IN EQUITY YEAR ENDED 30 JUNE 2008 Issued capital CONSOLIDATED At 1 July 2007 Foreign currency translation Revaluation of hotels Total income and expense for the year recognised directly in equity Net income for the year Total income /expense for the year Issue of equity Issue costs Distribution to security holders At 30 June 2008 CONSOLIDATED At 1 July 2006* Foreign currency translation Revaluation of hotels Total income and expense for the year recognised directly in equity Net income for the year Total income /expense for the year Equity split and restructure Issue of equity Issue costs Distribution to security holders At 30 June 2007 Foreign currency translation $'000 (50) (19) - Retained earnings Total Equity $'000 18,116 - Asset revaluation reserve $'000 7,851 $'000 299 - $'000 18,365 (19) 7,851 24,972 (1,025) 7,851 7,851 - (19) (19) - 42,063 42,063 7,851 (69) (3,084) (3,084) (2,845) (5,630) 7,832 (3,084) 4,748 24,972 (1,025) (2,845) 44,215 Issued capital Foreign currency translation $'000 (87) 37 - Retained earnings Total Equity $'000 - Asset revaluation reserve $'000 15,768 $'000 (365) - $'000 (452) 37 15,768 15,128 5,419 (2,431) 18,116 15,768 15,768 (15,128) (640) - 37 37 (50) 14,823 14,823 (14,159) 299 15,805 14,823 30,628 5,419 (2,431) (14,799) 18,365 * At 1 July 2006, notwithstanding available financing facilities, AGHL, as parent company of the Fund at that date, had provided a letter of support to the Fund to pay the Fund’s liabilities as and when they fall due, to the time when it ceased to be the parent company. 13 ABACUS HOSPITALITY FUND STATEMENT OF CHANGES IN EQUITY (continued) YEAR ENDED 30 JUNE 2008 Issued capital PARENT At 1 July 2007 Net income for the year Total income /expense for the year Issue of equity At 30 June 2008 $'000 1,027 1,243 2,270 Issued capital PARENT At 1 July 2006 Net income for the year Total income /expense /expense for the year Equity split and restructure Issue of equity At 30 June 2007 $'000 756 271 1,027 Asset revaluation reserve $'000 - Foreign currency translation $'000 - Retained earnings Total Equity $'000 53 114 114 167 $'000 1,080 114 114 1,243 2,437 Asset revaluation reserve $'000 - Foreign currency translation $'000 - Retained Retained earnings Total Equity $'000 54 (1) (1) 53 $'000 54 (1) (1) 756 271 1,080 Nature and purpose of reserves Asset revaluation reserve: The asset revaluation reserve is used to record increases in the fair value of land and buildings and decreases to the extent that they offset previously recognised increases. The reserve can only be used to pay distributions in limited circumstances. Foreign currency translation reserve: The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. It is also used to record the effect of hedging net investments in foreign operations. 14 ABACUS HOSPITALITY FUND CASH FLOW STATEMENT YEAR ENDED 30 JUNE 2008 Notes CASH FLOWS FROM OPERATING ACTIVITIES Income receipts from hotel business Other income receipts Interest received Advance deposits Income tax paid Borrowing costs paid Operating payments NET CASH FLOWS FROM OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of investment property Investment in controlled entities Purchase of investment property Purchase of property, plant and equipment Deposits on acquisition of hotels Loans from related parties NET CASH FLOWS USED IN INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from issue of securities Proceeds from borrowings Repayment of borrowings Distributions paid to security holders NET CASH FLOWS FROM FINANCING ACTIVITIES NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at beginning of year Effects of exchange rate changes on cash and cash equivalents CASH AND CASH EQUIVALENTS AT END OF YEAR 10 15 9 10 CONSOLIDATED 2008 2007 $'000 $'000 PARENT ENTITY 2008 2007 $'000 $'000 99,211 676 (10) (20,004) (70,664) 46,209 1,978 781 1,502 (7,596) (37,699) (1) (1) 9,209 5,175 (1) (1) (120,893) (14,391) (21,155) - 99,130 (86,609) (16,535) (5,593) - (3,045) 1,803 (1,026) (156,439) (9,607) (1,242) (1,026) 23,605 174,859 (46,617) (1,969) 5,066 113,249 (94,072) (14,388) 1,243 - 1,027 - 149,878 9,855 1,243 1,027 2,648 6,940 5,423 1,293 - - (154) 9,434 224 6,940 - - - 15 ABACUS HOSPITALITY FUND NOTES TO THE THE FINANCIAL STATEMENTS 30 JUNE 2008 1. CORPORATE INFORMATION AHF is comprised of Abacus Hospitality Limited and its subsidiaries (AHL) and Abacus Hospitality Trust and its subsidiaries (AHT). Shares in AHL and units in AHT have been stapled together so that neither can be dealt without the other. An AHF security consists of one share in AHL and one unit in AHT. A transfer, issue or reorganisation of a unit or share in either of the component parts is accompanied by a transfer, issue or reorganisation of a unit or share in the other component part. The financial report of the AHF for the year ended 30 June 2008 was authorised for issue in accordance with a resolution of the directors on 23 September 2008. The nature of the operations and principal activities of the AHF are described in the Directors’ Report. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Preparation The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standards. The financial report has also been prepared on a historical cost basis, except for investment properties and derivative financial instruments which have been measured at fair value. The carrying values of recognised assets and liabilities that are covered by fixed rate arrangements and interest rate swap arrangements, are adjusted to record changes in the fair values attributable to the risks that are being covered by derivative financial instruments. It is also recommended that the annual financial report be considered together with any public announcements made by the AHF in accordance with the continuous disclosure obligations arising under the Corporations Act 2001. The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($'000) unless otherwise stated under the option available to the Fund under ASIC Class Order 98/100. The Fund is an entity to which the class order applies. (b) Statement of compliance The financial report complies with Australian Accounting Standards and International Financial Reporting Standards (IFRS), as issued by the IASB. (c) New accounting standards and interpretations Except for the amendments arising from AASB 2007-7: Amendments to Australian Accounting Standards arising from ED 151 and Other Amendments, which the Fund has early adopted, Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted by the Fund for the annual reporting period ended 30 June 2008. These are outlined in the table below. 16 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued Reference Summary Application date of standard* Impact on Fund financial report AASB 8 is a disclosure standard so will have no direct impact on the amounts included in the Fund’s financial statements although, it may directly impact the level at which goodwill is tested for impairment. In addition, the amendments may have an impact on the Fund’s segment disclosures. These amendments are only expected to affect the presentation of the Group’s financial report and will not have a direct impact on the measurement and recognition of amounts disclosed in the financial report. The Group has not determined at this stage whether to present a single statement of comprehensive income or two separate statements. Application date for Fund* 1 July 2009 AASB 8 and AASB 2007-3 New standard replacing AASB114 Segment Reporting, which adopts a management reporting approach to segment reporting. 1 January 2009 AASB 101 and AASB 2007-8 Introduces a statement of comprehensive income, Other revisions include impacts on the presentation of items in the statement of changes in equity, new presentation requirements for restatements or reclassifications of items in the financial statements, changes in the presentation requirements for dividends and changes to the titles of the financial statements. 1 January 2009 AASB 2008-1 The amendments clarify the definition of ‘vesting conditions’, introducing the term ‘non-vesting conditions’ for conditions other than vesting conditions as specifically defined and prescribe the accounting treatment of an award that is effectively cancelled because a non-vesting condition is not satisfied. 1 January 2009 The Fund has share-based payment arrangements that may be affected by these amendments. However, the Fund has not yet determined the extent of the impact, if any. 1 July 2009 AASB 2008-2 The amendments provide a limited exception to the definition of a liability so as to allow an entity that issues puttable financial instruments with certain specified features, to classify those instruments as equity rather than financial liabilities. 1 January 2009 These amendments are not expected to have any impact on the Fund’s financial report as the Fund does not have on issue or expect to issue any puttable financial instruments as defined by the amendments. 1 July 2009 1 July 2009 17 ABACUS HOSPITALITY FUND Reference Summary Application date of standard* Impact on Fund financial report AASB 3 (revised) The revised standard introduces a number of changes to the accounting for business combinations, the most significant of which allows entities a choice for each business combination entered into – to measure a noncontrolling interest (formerly a minority interest) in the acquiree either at its fair value or at tis proportionate interest in the acquiree’s net assets. This choice will effectively result in recognising goodwill relating to 100% of the business (applying the fair value option) or recognising goodwill relating to the percentage interest acquired. The changes apply prospectively. 1 July 2009 The Fund may enter into some business combinations during the next financial year any may therefore consider early adopting the revised standard. The Fund has not yet assessed the impact of early adoption, including which accounting policy to adopt. Application date for Fund* 1 July 2009 18 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued Reference Summary Application date of standard* AASB 8-3 Amending standard issued as a consequence of revisions to AASB 3 and AASB 127. 1 July 2009 Amendments to International Financial Reporting Standards The main amendments of relevance to Australian entities are those made to IAS 27 deleting the ‘cost method’ and requiring all dividends from subsidiary, jointly controlled entity or associate to be recognised in profit or loss in an entity’s separate financial statements (i.e. parent company account). The distinction between pre- and postacquisition profits is no longer required. However, the payment of such dividends requires the entity to consider whether there is an indicator of impairment. 1 January 2009 Impact on Fund financial report Refer to AASB 3 (revised) and AASB 127 (revised) above. Recognising all dividends received from subsidiaries, jointly controlled entities and associates as income will likely give rise to greater income being recognised by the parent entity after adoption of these amendments. Application date for Fund* 1 July 2009 1 July 2009 In addition, if the Fund enters into any Fund reorganisation establishing new parent entities, an assessment will need to be made to determine if the reorganisation meets the conditions imposed to be effectively accounted for on a carry-over basis’ rather than at fair value. AASB 127 has also been amended to effectively allow the cost of an investment in a subsidiary, in limited reorganisations, to be based on the previous carrying amount of the subsidiary (i.e. share of equity) rather than its fair value. Amendments to International Financial Reporting Standards The improvements project is an annual project that provides a mechanism for making nonurgent, but necessary amendments to IFRSs. The IASB has separated the amendments into two parts: Part 1 deals with changes the IASG identified resulting in accounting changes; Part II deals with either terminology or editorial amendments that the IASB believes will have minimal impact. 1 January 2009 except for amendments to IFRS 5, which are effective from 1 July 2009. The Fund has not yet determined the extent of the impact of the amendments, if any. 1 July 2009 *designates the beginning of the applicable annual reporting period AASB 2007-2, AASB 2007-9, AASB 1004, AASB 1049, AASB 1050, AASB 1051, AASB 1052, IFRIC 15, AASB 2007-5, AASB 2007-6, AASB 123 and AASB Interpretation 4, 12, 13, 14, 129 and 1038 will have no application to the Fund. (d) Basis of consolidation The consolidated financial statements comprise the financial statements of AHL and its subsidiaries and AHT and its subsidiaries. The financial statements of subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies with adjustments being made to bring into line any dissimilar accounting policies that may exist. 19 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full and subsidiaries are consolidated from the date on which control is transferred to the Fund and cease to be consolidated from the date on which control is transferred out of the Fund. Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting year during which the Fund has control. The acquisition of subsidiaries is accounted for using the purchase method of accounting. The purchase method of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities and contingent liabilities assumed at the date of acquisition. (e) Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Fund and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: Hotel income Revenue from rooms is recognised and accrued on the provision of rooms or on the date of which rooms is to be provided, in the event of advance deposits by customers, and in accordance with the terms and conditions of the bookings and deposits. Advance deposits from customers received are not recognised as revenue until such time when the rooms has been provided or when the customers forfeit the deposits due to failure of attendance. Finance income Revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Rental income Rental income from investment properties is accounted for on a straight-line basis over the terms of the lease agreements. Contingent rental income is recognised as income in the years in which it is earned. Lease incentives granted are recognised as an integral part of the total rental income. Yield guarantee income Yield guarantee income is accounted for on a contingent basis and is recognised as income in the periods in which yield income is attributable on the basis of operating performance in the same periods. Net realised gains on investments Revenue from sale of investment properties is recognised on settlement when the significant risks and rewards of the ownership of the properties have been transferred to the buyer. Risks and rewards are generally considered to have passed to the buyer at the time of settlement of the sale. Net unrealised gains/losses on investments Change in net market value of investments is recognised as revenue or expense in determining the net profit for the period. Refer note 2(m) for detailed commentary on investment properties. (f) Expenses Expenses including rates, taxes and other outgoings, are bought to account on an accrual basis and any related payables are carried at cost. 20 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS STATEMENTS 30 JUNE 2008 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued (g) Finance costs Finance costs are recognised as an expense when incurred unless they relate to a qualifying asset or to upfront establishment and arrangement costs, which are deferred and amortised as an expense over the life of the facility or five years whichever is shorter. A qualifying asset is an asset that generally takes more than 12 months to get ready for its intended use or sale. In these circumstances, the financing costs are capitalised in to the cost of the asset. Where funds are borrowed by the Fund for the acquisition or construction of a qualifying asset, the amount of the finance costs capitalised are those incurred in relation to the borrowing. (h) Leasing Fees Fees Costs that are directly associated with negotiating and executing the ongoing renewal of tenant lease agreements (including commissions, legal fees and costs of preparing and processing documentation for new leases) are deferred and amortised over the lease term in proportion to the rental revenue recognised in each financial year. (i) Leasing Incentives Lease incentives in the form of up-front payments, contributions to certain lessees’ costs, relocation costs and fitouts that are offered in relation to the ongoing operation of the property are recognised as an asset and amortised over the period to which the lease relates. Incentives provided to lessees in the form of lessor-paid fitouts and improvements that remain assets of the lessor, for example by becoming part of the structure of the property which is retained beyond the lease term, are capitalised to the carrying value of the property. (j) Cash and cash equivalents Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less that are readily convertible to known amounts of cash which are subject to an insignificant risk of changes in value. For the purpose of the Cash Flow Statements, cash and cash equivalents consist of cash and cash equivalents as defined above. (k) Trade and other receivables Trade receivables, which generally have 30 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified. (l) Investments and other financial assets All investments are initially recognised at cost, being the fair value of the consideration given. Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either financial assets at fair value through profit or loss, loans and receivables, held to maturity investments, or available-for-sale financial assets. The Fund determines the classification of its financial assets after initial recognition and, when allowed and appropriate, re-evaluates this designation at each financial year-end. At 30 June 2008 the Fund’s investments have been classified as financial assets at fair value through profit or loss and loans and receivables. 21 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 2. SUMMARY OF SIGNIFICANT SIGNIFICANT ACCOUNTING POLICIES POLICIES CONTINUED Recognition and derecognition Purchases and sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place are recognised on the trade date i.e. the date that the Fund commits to purchase the assets. Financial assets are derecognised when the right to receive cash flows from the financial assets have expired or been transferred. Financial assets at fair value through profit or loss For investments where there is no quoted market or unit price, fair value is determined by reference to the current market value of another instrument which is substantially the same or is calculated based on the expected cash flows of the underlying net asset base of the investment. After initial recognition, investments, which are classified as held for trading, are measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term with the intention of making a profit. Gains or losses on investments held for trading are recognised in the income statement. Loans and receivables Loans and receivables including loan notes and loans to key management personnel are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process. Subsidiaries Investments in subsidiaries are held at cost. (m) Investment properties The Fund’s investment properties relate to freehold land and buildings acquired for investment purposes to generate passive income. Land and buildings are considered to have the function of an investment and are therefore regarded as a composite asset, the overall value of which is influenced by many factors, the most prominent being income yield, rather than diminution in value of the building content due to the passing of time. Accordingly, the buildings and all components thereof, including integral plant and equipment, are not depreciated. Investment properties are measured initially at cost including transaction costs such as stamp duty, legal and professional fees, acquisition fees and other associated acquisition costs. Subsequent to initial recognition investment properties are stated at fair value. Gains and losses arising from changes in the fair value of investment properties are included in the income statement in the year in which they arise. Amounts capitalised to construction projects include costs of sundry acquisitions and development costs in respect of qualifying assets and borrowing costs during the construction. At each reporting date, the carrying value of the portfolio of investment properties is assessed by the directors and where the carrying value differs materially form the directors assessment of fair value, an adjustment to the carrying amount is recorded as appropriate. Independent valuations are performed annually to ensure that the carrying amount does not differ materially from the asset’s fair value at the balance sheet date. In determining fair value, the capitalisation of net income method and the discounting of future cashflows to their present value have been used. Investment properties are derecognised when they have either been disposed of or when the investment property is permanently withdrawn from use and no future benefit is expected from its disposal. Any gains or losses on derecognition are recognised in the income statement in the year of derecognition. 22 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued (n) Property, plant and equipment Hotel property (including land and buildings), plant and equipment represent owner-occupied properties and are initially measured at costs including transaction costs and acquisition costs. Subsequent to initial recognition, hotel properties are measured at fair value less accumulated depreciation and any impairment in value after the date of revaluation. Depreciation is charged to income statement on a straight-line basis over the estimated useful life of the asset as follows: Plant and equipment – over 3 to 20 years Buildings – 50 years Impairment The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating securities are written down to their recoverable amount. The recoverable amount of property (including land and buildings), plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the assets. Impairment losses would be recognised in the income statement. Independent valuations are performed with annually on either a December or June anniversary date to ensure that the carrying amount does not differ materially from the asset’s fair value at the balance sheet date. Revaluations Following initial recognition at cost, land and buildings are carried at a revalued amount which is the fair value at the date of the revaluation less any subsequent accumulated depreciation on buildings and impairment losses after the date of the revaluation. Fair value is determined by reference to market-based evidence, which is the amount for which the assets could be exchanged between a knowledgeable willing buyer and a knowledgeable willing seller in an arm’s length transaction as at the valuation date. Any revaluation surplus is credited to the asset revaluation reserve included in the equity section of the balance sheet unless it reverses a revaluation decrease of the same asset previously recognised in the income statement. Any revaluation deficit is recognised in the income statement unless it directly offsets a previous surplus of the same asset in the asset revaluation reserve. An annual transfer from the asset revaluation reserve is made to retained earnings for the depreciation relating to the revaluation surplus. In addition, any accumulated depreciation as at revaluation date is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings. Independent valuations are performed annually on either a December or June anniversary date to ensure that the carrying amount does not differ materially from the asset’s fair value at the balance sheet date. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. 23 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the year the item is derecognised. Derecognition and disposal An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the year the item is derecognised. (o) Recoverable amount of assets At each reporting date, the Fund assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Fund makes a formal estimate of 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. (p) Payables Liabilities for creditors are carried at cost, which is the fair value of the consideration to be paid in the future for goods and services received whether or not billed to the consolidated entity. Payables to related parties are carried at the principal amount and recognised as an expense on an accrual basis. (q) Employee entitlements Provision is made for employee entitlements accumulated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave, sick leave and long service leave. Liabilities arising in respect of wages and salaries, annual leave, sick leave and any other employee entitlements expected to be settled within twelve months of the reporting date are measured at amounts expected to be paid when liabilities are settled. All other employee entitlement liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by the employees up to the reporting date. In determining the present value of future cash outflows, the interest rates attaching to government guaranteed securities, which have terms to maturity approximating the terms of the related liability, are used. Employee entitlement expenses and revenues arising in respect of the following categories: • • wages and salaries, non-monetary benefits, annual leave, long service leave, sick leave, and other leave entitlements; and other types of employee entitlements are recognised against profits on a net basis in their respective categories. (r) InterestInterest-bearing loans and borrowings All loans and borrowings are initially recognised at cost, being the fair value of the consideration received net of issue costs associated with the borrowing. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement. Gains and losses are recognised in the income statement when the liabilities are derecognised and as well as through the amortisation process. 24 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued (s) Distributions and dividends All distributions to AHF stapled security holders were paid by AHT. AHT generally distributes its distributable assessable income to its security holders. Distributions are payable at the end of each quarter. Such distributions are determined by reference to the taxable income of the Trust. Distributable income may include capital gains arising from the disposal of investments and tax-deferred income. Unrealised gains and losses on investments that are recognised as income are usually retained and are generally not assessable or distributable until realised. Capital losses are not distributed to security holders but are retained to be offset against any future realised capital gains. Where distributable income is insufficient in a financial year to meet target distributions, a distribution may be made (in part or whole) from equity. A provision for dividend or distribution is recognised in the Balance Sheet if the provision has been declared, determined or publicly recommended prior to balance date. (t) Taxation The Fund comprises taxable and non-taxable entities. A liability for current and deferred taxation and tax expense is only recognised in respect of taxable entities that are subject to income and potential capital gains tax as detailed below. Trust income tax Under current Australian income tax legislation, the Trust is not liable to Australian income tax provided security holders are presently entitled to the taxable income of the Trust. Company income tax Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised, except when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or when the deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. 25 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued Deferred income tax liabilities are recognised for all taxable temporary differences, except when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or when the taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, and the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority. New Zealand income tax Trust operating in New Zealand (NZ) is treated as a company for NZ income tax purposes and is taxed at the corporate tax rate of 33%. NZ income tax paid by the Trust can be claimed as foreign tax credits to offset against foreign income and distributable to security holders. NZ tax losses are carried forward provided the continuity test of ownership is satisfied. Interest expense from Trust is fully deductible subject to thin capitalisation considerations. Property revaluation gains or losses are to be excluded from taxable income, with no deferred tax implications as capital gains are not taxed in NZ. Companies in the Fund are companies incorporated in Australia. Abacus Chateau Pty Limited (ACPL) is a wholly owned subsidiary of AHL and is registered in NZ as an overseas company. Income derived by ACPL is exempt from tax in Australia where the income has been taxed in NZ. This income is regarded as non-assessable non-exempt income. As such, income tax is calculated on the company’s NZ taxable income and taxed at the NZ corporate tax rate of 33%. Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of GST except when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet. Cash flows are included in the Cash Flow Statement on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. 26 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued (u) Foreign currencies Functional and presentation currency Both the functional and presentation currency of the investments in foreign entities are in Australian dollars (A$). The functional currency of certain subsidiary entities holding property assets or carrying on business in New Zealand is New Zealand dollars. The presentation currency of these entities is Australian dollars to enable the consolidated financial statements of the Abacus Hospitality Fund to be reported in a common currency. Foreign currency transactions Foreign exchange transactions are converted to Australian dollars at the exchange rates ruling at the date of those transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. Exchange differences arising from amounts payable and receivable are treated as operating revenue or expense in the period in which they arise, except as noted below. Translation of functional currency to presentation currency The balance sheets of subsidiaries whose functional currency is not Australian dollars are translated at exchange rates ruling at balance date and the income statement is translated at average exchange rates for the year. Exchange differences arising on the re-translation to Australian dollars are taken directly to the foreign currency translation reserve in equity. (v) Derivative financial instruments The Fund uses derivative financial instruments such as interest rate swaps to mitigate the risks associated with interest rate fluctuations and to convert certain variable interest rate borrowings to fixed interest rates. Such derivative financial instruments are stated at fair value. The fair value of interest rate swap contracts is determined by reference to market values for similar instruments. Any gains or losses arising from changes in fair value are taken directly to net profit or loss for the year. (w) Earnings per stapled security (EPSS) Basic EPSS is calculated as net profit attributable to stapled security holders, adjusted to exclude costs of servicing equity, divided by the weighted average number of stapled securities on issue during the year under review. (x) Transfers to / (from) total equity In respect of the Fund, revaluation increments or decrements arising from changes in the fair value of investment properties and derivative financial instruments, accrued income not yet assessable and expenses provided for or accrued not yet deductible, net capital losses and tax free or tax deferred amounts maybe transferred to equity and may not be included in the determination of distributable income. (y) Contributed Contributed equity Issued and paid up capital is recognised at the fair value of the consideration received by the AHF. Stapled securities are classified as equity. Incremental costs directly attributable to the issue of new securities are shown in equity as a deduction, net of tax, from the proceeds. 27 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 3. FINANCIAL RISK MANAGEMENT The risks arising from the use of the Fund’s financial instruments are credit risk, liquidity risk and market risk (interest rate risk and foreign currency risk). The Fund’s financial risk management focuses on mitigating the unpredictability of the financial markets and its impact on the financial performance of the Fund. The Board reviews and agrees policies for managing each of these risks, which are summarised below. The main purpose of the financial instruments used by the Fund is to raise finance for the Fund’s operations. The Fund has various other financial assets and liabilities such as trade receivables and trade payables, which arise directly from its operations. The Fund also enters into derivative transactions principally interest rate swaps. The purpose is to manage the interest rate arising form the Fund’s operations and its sources of finance. Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in notes 2 and 4 to the financial statements. (a) Credit Risk Credit risk is the risk of financial loss to the Fund if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Fund’s receivables from customers. The Fund manages its exposure to risk by: - derivative counterparties and cash transactions are limited to high credit quality financial institutions; policy which limits the amount of credit exposure to any one financial institution; regularly monitoring receivables balances on an ongoing basis; With respect to credit risk arising from the other financial assets of the Fund, which comprise cash and cash equivalents and certain derivative instruments, the Fund’s exposure to credit risk arises from default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. (b) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding though an adequate and diverse amount of committed credit facilities, the ability to close out market positions and the flexibility to raise funds through the issue of new stapled securities or Distribution Reinvestment Plan. The Fund’s policy is to maintain an available loan facility with banks sufficient to meet expected operational expenses and to finance investment acquisitions for a period of 90 days, including the servicing of financial obligations. Current loan facilities are assessed and extended for a maximum period based on the Fund’s expectations of future interest and market conditions. As at 30 June 2008, the Fund had cash of $9.434 million which are adequate to cover short term funding requirements. Further information regarding the Fund’s debt profile is disclosed in Note 21. 28 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 3. FINANCIAL RISK MANAGEMENT continued (c) Refinancing Risk Refinancing risk is the risk that unfavorable interest rate and credit market conditions result in an unacceptable increase in the Fund’s credit margins and interest cost. Refinancing risk arises when the Fund is required to obtain debt to fund existing and new debt positions. The Fund is exposed to refinancing risks arising from the availability of finance as well as the interest rates and credit margins at which financing is available. The Fund manages this risk by spreading maturities of borrowings and interest rate swaps and reviewing potential transactions to understand the impact on the credit rating. (d) Market Risk Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Fund’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. Foreign currency risk The Fund is exposed to currency risk on its investment in foreign operations, equity investments, investment in associates and property loans denominated in a currency other than the functional currency of Fund entities. The currencies in which these transactions primarily are denominated are AUD and NZD. As a result the Fund’s balance sheet can be affected by movements in the A$ / NZ$ exchange rates. The Fund borrows loan funds in New Zealand dollars to substantially match the foreign currency property asset value exposure with a corresponding foreign currency liability and therefore expects to substantially mitigate foreign currency risk on its New Zealand denominated asset values. Interest rate risk The Fund’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term debt obligations with a floating interest rate. The Fund’s policy is to manage its interest cost using a mix of fixed and variable rate debt. The Fund’s aim is to keep its borrowings at fixed rates of interest within an acceptable range. To manage this mix in a cost-efficient manner, the Fund enters into interest rate swaps, in which the Fund agrees to exchange, at specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notional principal amount. At 30 June 2008, after taking into account the effect of interest rate swaps, approximately 84.9% of the Fund’s borrowings are at a fixed rate of interest (2007: 71%). Fair value interest rate risk As the Fund holds fixed rate debt there is a risk that the economic value of a financial instrument will fluctuate because of changes in market interest rates. The level of fixed rate debt is disclosed in note 21 and it is acknowledged that this risk is a by-product of the Fund’s attempt to manage its cash flow interest rate risk. 4. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS In applying the Fund’s accounting policies management continually evaluates judgments, estimates and assumptions based on experience and other factors, including expectations of future events that may have an impact on the Fund. All judgments, estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to management. Actual results may differ from the judgments, estimates and assumptions. Significant judgments, estimates and assumptions made by management in the preparation of these financial statements are outlined below: 29 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 4. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS continued (i) Significant accounting judgments judgments Operating lease commitments – Fund as lessor The Fund has entered into commercial property leases on its investment property portfolio. The Fund has determined that it retains all the significant risks and rewards of ownership of these properties and has thus classified the leases as operating leases. Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences as management considers that it is probable that future taxable profits will be available to utilise those temporary differences. Impairment of non-financial assets other than goodwill The Fund assesses impairment of all assets at each reporting date by evaluating conditions specific to the Fund and to the particular asset that may lead to impairment. If an impairment trigger exists the recoverable amount of the asset is determined. This involves value in use calculations, which incorporate a number of key estimates and assumptions. (ii) Significant accounting estimates and assumptions Valuation of investment properties and property, plant and equipment - Hotels The Fund makes judgements in respect of the fair value of investment properties and property, plant and equipment (note 2(m) and 2(n)). The fair value of these hotels are reviewed regularly by management with reference to annual external independent property valuations and market conditions existing at reporting date, using generally accepted market practices. The assumptions underlying estimated fair values are those relating to the receipt of contractual rents, expected future market rentals, maintenance requirements, capitalisation rates discount rates that reflect current market uncertainties and current and recent property investment prices. If there is any material change in these assumptions or regional, national or international economic conditions, the fair value of hotels may differ and may need to be re-estimated. 5. SEGMENT INFORMATION The Fund operates wholly within a business segment only, being investment in hotel related properties and assets in Australasia. 30 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 6. REVENUE AND EXPENSES (a) Hotel related income Gross hotel revenue Less: Cost of sales Net hotel income CONSOLIDATED 2007 2008 $'000 $'000 PARENT ENTITY 2008 2007 $'000 $'000 95,828 (11,045) 84,783 46,861 (6,480) 40,381 - - 1,064 629 1,693 1,978 1,880 3,858 - - 30,051 1,859 3,536 35,447 15,770 1,117 1,487 18,374 18,374 - - (d) Depreciation and amortisation expense Depreciation of buildings, plant and equipment Amortisation of management rights Total depreciation and amortisation expense 9,297 50 9,347 5,024 5,024 - - (e) Other expenses Management fees Custody fees Performance fee Foreign currency exchange loss Other Total other expenses 2,663 29 681 207 546 4,127 607 21 398 1,026 3 3 1 1 12,373 7,526 194 20,093 (5,302) 14,791 7,465 1,888 281 9,634 (2,597) 7,037 - - (b) Rental income Gross property rental Rental guarantee income Net rental income (c) Employee benefits expense Wages and salaries Leave provisions Other Total employee benefits expense (f) Finance costs Interest on bank loans Interest related party loans Amortisation of finance costs Total finance cost (on historical basis) Unrealised (gains)/loss on interest rate swaps Total finance costs 31 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 7. INCOME TAX CONSOLIDATED 2008 2007 2008 $'000 $'000 PARENT ENTITY 2008 2007 $'000 $'000 (a) Income tax expense The major components of income tax expense are: Income Statement Current income tax Current income tax (benefit)/expense (963) (351) 49 - 281 113 - - (682) (238) 49 - Deferred income tax Relating to origination and reversal of temporary differences Income tax (benefit)/expense reported in the income statement (b) Numerical reconciliation between aggregate tax expense recognised in the income income statement and tax expense calculated per the statutory income tax rate: Accounting profit/(loss) of companies before tax At the AHL's Australian income tax rate of 30% (2007: 30%) Tax effect on amounts which are not deductible / (taxable) in calculating taxable income: Entertainment Difference in New Zealand income tax rate of 33% Income tax expenses/(benefit) Income tax expenses/(benefit) taken up upon acquisition of Matson Resort Income tax expenses/(benefit) taken up by Abacus Hospitality Fund* Income tax expense/(benefit) reported in the consolidated Income Statement (2,008) (602) (831) (249) (1) - (1) - 2 (600) (11) (611) 2 (247) (4) (251) - - (71) - - - - 13 - - (682) (238) - - 1,418 703 390 2,511 371 391 134 1 897 - - - - 648 648 226 226 - - Deferred Deferred tax assets Tax losses Provisions for employee's entitlements Accrued expenses Provision for doubtful debts Gross deferred income tax assets Deferred tax liabilities Property, plant & equipment Gross deferred income tax liabilities * For the period to 31 December 2006 where AHF was a subsidiary of APG. 32 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 7. INCOME TAX continued The Fund has tax losses (tax effected at prevailing rates) arising in Australia and New Zealand of $4,215,676 and $462,771 respectively that are available indefinitely for offset against future taxable profits of the companies in which the losses arose. At 30 June 2008, there is no recognised or unrecognised deferred income tax liability for taxes that would be payable on the unremitted earnings of certain of the Fund’s subsidiaries as the Fund has no liability for additional taxation should such amounts be remitted. Tax consolidation On 1 January 2007, with the sale of AGHL ‘s interest in AHF, AHF left the AGHL tax consolidated group and formed a separate tax consolidated group with AHL as the head entity. Members of the tax groups during the relevant periods have entered into tax sharing arrangements in order to allocate income tax expense to the head entity of the group. In addition the agreements provide for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. At the 30 June 2008, the possibility of default is remote. Tax effect accounting by members of the tax consolidated group The above tax funding agreement provides for the allocation of current taxes to the head entity of the tax consolidated group in accordance with the member’s accounting profit or loss for the period, while deferred taxes are allocated to members of the tax consolidated group in accordance with the principles of AASB 112 Income Taxes. Taxes, if allocated under the tax funding agreement, is recognised as an increase or decrease in the entity’s inter company account with the tax consolidated group head company during the relevant period. 8. EARNINGS PER SECURITY The following reflects the income used in the basic and diluted earnings per stapled security computations. Earnings used in calculating earnings per security: Net profit/(loss) attributable to stapled security holders Weighted average number of stapled securities 2008 2007 $’000 $’000 (3,084) 14,828 34,378,411 7,961,628 Since 30 June 2008, the Fund has raised additional equity capital of approximately $426,000 and issued 318,378 units. On 7 August 2008, Abacus Hospitality Fund paid the final distribution in respect of the June 2008 quarter and issued 112,947 units pursuant to the Distribution Reinvestment Plan. Apart from the issuance of these stapled securities, there have been no other transactions involving stapled securities in the Fund or potential stapled securities between the reporting date and the date of completion of these financial statements. 33 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 9. DISTRIBUTIONS PAID AND PROPOSED PROPOSED CONSOLIDATED PARENT ENTITY 2008 2007 2008 2007 $'000 $'000 $'000 $'000 September: 2.00 cents per unit (2007: nil) 494 - 494 - December: 2.00 cents per unit (2007: from profit) 636 14,084 636 14,084 March: 2.00 cents per unit (2007: 2.00 cents) 788 304 788 304 1,918 14,388 1,918 14,388 927 411 927 411 927 411 927 411 2,845 14,799 2,845 2,845 14,799 (a) Distributions paid during the year Interim distributions paid during the period: (b) Distributions proposed and recognised as a liability Final distribution payable for the June quarter: 2.0625 cents per unit (2007: 2.00 cents) Total distributions paid and payable 10. CASH AND CASH EQUIVALENTS For the purposes of the Cash Flow Statement, cash and cash equivalents comprise the following: CONSOLIDATED 2007 2008 $'000 $'000 Cash at bank and in hand Deposit at call 8,919 515 9,434 6,080 860 6,940 PARENT ENTITY 2008 2007 $'000 $'000 - - Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Fund, and earn interest at the respective short-term deposit rates. The fair value of cash and cash equivalents equals its carrying value. 34 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 10. CASH AND CASH EQUIVALENTS continued CONSOLIDATED 2007 2008 $'000 $'000 $'000 PARENT ENTITY 2007 2008 $'000 $'000 Reconciliation of net profit after tax to net cash flows from operations Net (loss)/profit after tax Adjustments for: Depreciation of non-current assets Net gain on sale of non-current assets Loss on revaluation of property Unrealised (gain)/loss on investments Net fair value change on derivatives Foreign currency effects on receivables and payables Changes in assets and liabilities: Decrease/(increase) in receivables and other assets Increase/(decrease) in payables Increase/(decrease) in deferred tax assets Increase/(decrease) in deferred tax liabilities Increase/(decrease) in current tax liabilities Net cash from operating activities (3,084) 14,823 114 (1) 9,297 1,848 (5,302) 159 5,024 (12,522) 58 (166) - - (1,300) 8,283 (895) 427 (224) (8,057) 5,849 - 2 (1) 50 - - 9,209 5,175 (1) (1) 11. TRADE AND OTHER RECEIVABLES Trade receivables Provision for doubtful debts Other debtors Deposits on exchanged properties Related party receivables Total trade and other receivables 2008 $'000 6,765 (9) 41 1,000 7,797 CONSOLIDATED 2007 $'000 2,322 (4) 6 6,230 1,908 10,462 PARENT ENTITY 2007 2008 $'000 $'000 1,080 1,080 Trade and other debtors are non-interest bearing and generally on 30 day terms. 35 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS STATEMENTS 30 JUNE 2008 12. OTHER CURRENT ASSETS Prepayments Inventories Total other current assets 13. OTHER FINANCIAL ASSETS NonNon-current Derivatives at fair value Total other financial assets 14. PROPERTY, PLANT AND EQUIPMENT CONSOLIDATED 2007 2008 $'000 $'000 1,406 651 699 406 2,105 1,057 PARENT ENTITY 2008 2007 $'000 $'000 - CONSOLIDATED CONSOLIDATED 2008 2007 $'000 $'000 PARENT ENTITY 2008 2007 $'000 $'000 7,556 7,556 7,556 2,517 2,517 CONSOLIDATED 2008 2007 $'000 $'000 - - PARENT ENTITY 2008 2007 $'000 $'000 Hotel land and buildings At 1 July, cost or fair value Accumulated depreciation on buildings Net book amount 126,913 (627) 126,286 93,916 (135) 93,781 - - Exchange differences Revaluation surplus Loss on revaluation Additions Depreciation charge on buildings At 30 June, net book amount (3,444) 7,851 (1,848) 136,813 (3,745) 261,913 2,039 15,768 16,163 (1,465) 126,286 - - Fair value Accumulated depreciation Net carrying amount at 30 June 268,987 (6,774) 261,913 126,913 (627) 126,286 126,286 - - 36 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 14. PROPERTY, PLANT AND EQUIPMENT continued CONSOLIDATED 2008 2007 $'000 $'000 Hotel furniture, fittings, equipment and vehicles vehicles At 1 July, cost or fair value Accumulated depreciation Net book amount 27,230 (1,718) 25,512 25,778 (148) 25,630 Exchange differences Additions Disposals Depreciation charge on buildings At 30 June, net book amount (418) 14,439 (82) (5,552) 33,899 Cost or fair value Accumulated depreciation Net carrying amount at 30 June Total property, plant and equipment PARENT ENTITY 2008 2007 $'000 $'000 - - - - 337 3,120 (16) (3,559) 25,512 - - 41,192 (7,302) 33,889 27,230 (1,718) 25,512 - - 295,802 151,798 - - Recoverable amount of property, plant and equipment Property relates to various assets associated with the hotels of Rydges Tradewinds, Cairns, QLD, Chateau on the Park, Christchurch, New Zealand, Novotel Twin Waters Resort, Sunshine Coast, QLD, Rydges Gladstone, QLD, Rydges Townsville, QLD, Swissôtel Sydney, NSW and Rydges Esplanade Resort in Cairns, QLD. Independent valuations were obtained upon acquisition to assess the recoverable amount of the assets. These properties are 100% owned by the Trust and were independently valued at an amount at or exceeding its carrying value. At 30 June 2008, the valuation of the hotel property, plant and equipment are as follows: Hotel Rating Valuation Valuer Novotel Twin Waters Resort 4.5 stars $68 million CB Richard Ellis Chateau on the Park 4 stars $30.8 million* Colliers International NZ Rydges Tradewinds Cairns 4.5 stars $41 million CB Richard Ellis Rydges Gladstone 4 stars $15.5 million CB Richard Ellis Rydges Townsville 4 stars $19.25 million Landmark White Rydges Esplanade Resort 4.5 stars $35.8 million CB Richard Ellis Swissôtel Sydney 5 stars $87.7 million Landmark White Date of Valuation December 2007 December 2007 December 2007 February 2008 February 2008 September 2007 February 2008 Manager Accor Internal Rydges Rydges Rydges Rydges Fairmont * The Chateau on the Park is valued at NZ$35 million, converted to Australian dollars at closing rate. 37 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 14. PROPERTY, PLANT AND EQUIPMENT continued Refurbishment of Novotel Twin Waters Resort Further to the above valuations, the Fund, as part of the refurbishment program for the Novotel Twin Waters Resort, is currently refurbishing all guest rooms, bar and restaurant and certain common areas in the resort. The refurbishment is being undertaken in stages to minimise the extent of any adverse impact on occupancy and is expected to be completed in late 2008. At 30 June 2008, approximately $8.1 million had been spent on the refurbishment and another estimated $0.9 million refurbishment expense is expected. Rental guarantee To ensure that the property’s value and return to the Fund is not affected by the refurbishment works undertaken on the property over the refurbishment period, Abacus has provided a rental guarantee which equates to an 8.85% annualised yield, based on the $64 million valuation and the forecast costs of refurbishment works of $8 million. This guarantee expires on 31 December 2008, and to date Abacus has paid $1.6 million to the Fund. 15. INVESTMENT PROPERTIES Investment properties, if any, are carried at the Directors’ determination of fair value based on independent valuations where appropriate. This includes the original acquisition cost together with capital expenditure since acquisition and either the latest full independent valuation or latest independent update. Total acquisition costs include incidental costs of acquisition such as property taxes on acquisition, legal and professional fees and other acquisition related costs. Independent valuations of investment properties are conducted annually. Independent valuations are prepared using both the capitalisation of net income method and the discounting of future cashflows method to their present value. Capital expenditure since valuation may include purchases of sundry properties (and associated expenses of stamp duty, legal fees etc) and other capital refurbishment and repair expenditure. During the financial year ended 30 June 2008, the Fund acquired the Diplomat Hotel in Canberra, Australian Capital Territory as an investment property with fair value of $14.4 million. Acquisition date Cost including all additions $'000 Independent valuation date 2008 $'000 3-Sep-07 14,391 16-Jul-07 14,391 Hotel investment property Diplomat Hotel, Canberra, ACT 16. INTANGIBLE ASSETS CONSOLIDATED 2008 2007 $'000 $'000 Management rights At 1 July, net of accumulated amortisation Acquisition Amortisation charge for the year At 30 June, net of accumulated amortisation 860 (50) 810 - PARENT ENTITY 2008 2007 $'000 $'000 - - Management rights Management right are carried at cost and are amortised on a straight line basis over the period during which benefits are expected to be received. Management rights are amortised over a period of 10 years being the term of the management agreements. 38 ABACUS HOSPITALITY FUND NOTES NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 17. TRADE AND OTHER PAYABLES Notes Trade creditors and accruals Trade and other creditors Accrued interest expense Accrued hotel and other expenses Inter entity payables Payables to related party Others Goods and services tax Advance deposits Total trade and other payables (a) (b) CONSOLIDATED 2008 2007 $'000 $'000 PARENT ENTITY 2008 2007 $'000 $'000 (a) 3,705 2,555 3,954 10,214 2,973 1,534 1,493 6,000 1 1 - (b) - - 724 724 - 2,370 970 3,340 13,554 277 1,654 1,931 7,931 725 - Trade and other creditors are non-interest bearing and are normally settled on 30 day terms. For terms and conditions relating to related party payables refer to note 19. 18. PROVISIONS CONSOLIDATED 2008 2007 $'000 $'000 $'000 CURRENT Employee entitlements Provision for distributions Other NONNON-CURRENT Employee entitlements PARENT ENTITY 2008 2007 $'000 $'000 1,548 945 24 2,517 782 411 22 1,215 - - 769 500 - - 39 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL FINANCIAL STATEMENTS 30 JUNE 2008 19. INTERESTINTEREST-BEARING LOANS AND BORROWINGS CONSOLIDATED 2007 2008 $'000 $'000 (a) Current Loan from related parties (b) NonNon-Current Bank loans – AUD (1) Bank loan – NZD (2) Loan from related parties (3) (c) The maturity profile of current and nonnon-current interest bearing loans Due within one year Due within two to five years Due after five years Total interestinterest-bearing loans and borrowings PARENT ENTITY 2008 2007 $'000 $'000 22,757 22,757 757 22, - - - 154,213 27,758 73,932 255,903 57,899 31,746 55,789 145,434 145,434 - - 22,757 181,971 73,932 278,660 89,645 55,789 145,434 - - AHF maintains a range of interest-bearing loans and borrowings. The sources of funding are split between two banks to minimise credit risk and the terms of the instruments are negotiated to achieve a balance between capital availability and cost of debt. 1) Bank loans – A$ are provided by two major banks at floating interest rates. The loans are denominated in Australian dollars and are secured by a charge over the hotel property plant and equipment in note 14. The interest on floating rate borrowings is paid quarterly based on existing swap and yield rates quoted on the rate reset date. The loans mature in March 2011, June 2011 and June 2012 and have a weighted average term to maturity of 3.4 years. 2) Bank loan – NZ$ is provided by a major bank at floating interest rate. The loan is denominated in New Zealand dollars and is secured by a charge over the hotel property plant and equipment in note 14. The interest on floating rate borrowings is paid quarterly based on existing swap and yield rates quoted on the rate reset date. The loan matures in June 2011 and has a term to maturity of 2.9 years. 3) Loans from related parties relates to fixed rate loan provided by Abacus to assist in funding the acquisition of hotels and provide working capital ahead of equity capital raising from the public. The interest rate on the borrowing was 8.0% p.a. for the year. The loan matures in March 2016 and has a remaining term to maturity of 7.7 years. CONSOLIDATED 2008 2007 $'000 $'000 (d) Financing facilities available Committed facilities available to the Fund: Bank facilities Abacus working capital facility Total financing facilities at the end of the year Amount utilised Available financing facilities Cash Financing resources available a the end of the year 182,034 150,000 332,034 278,660 53,374 9,434 62,808 109,342 150,000 259,342 145,434 113,908 6,940 120,848 PARENT ENTITY 2008 2007 $'000 $'000 - 40 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 2008 19. INTEREST BEARING LOANS AND BORROWINGS continued CONSOLIDATED 2008 2007 $'000 $'000 Maturity profile of the financing facilities Maturity profile in respect of above financing facilities: Due within one year Due within two to five years Due after five years Total financing facilities at the end of the year 182,034 150,000 332,034 109,342 150,000 259,342 PARENT ENTITY 2008 2007 $'000 $'000 - - These facilities comprise fixed and floating rate secured facilities. Amounts which are denominated in foreign currencies are translated at exchange rates ruling at balance date. 20. CONTRIBUTED EQUITY CONSOLIDATED 2007 2008 $'000 $'000 (a) Issued capital Issued securities (b) Movements in contributed equity for the year At 30 June 2007 distribution reinvestment plan public equity raising less: transaction costs on securities issue At 30 June 2008 42,063 18,116 CONSOLIDATED CONSOLIDATED Value Number $ 20,494 18,116 349 342 24,649 24,630 (1,025) 45,492 42,063 PARENT ENTITY 2007 2008 $'000 $'000 2,270 1,027 PARENT ENTITY Value Number $ 20,494 1,027 349 12 24,649 1,231 45,492 2,270 Since the end of the financial year: - The Fund has issued a further 318,378 units for a cash consideration of $0.4 million pursuant to further public equity raising. - On 7 August 2008 112,947 units were issued for cash consideration of $114,009 pursuant to the AHF Distribution Reinvestment Plan. Security holders have the right to receive distributions from the Fund, and in the event of winding up of the Fund, to participate in the proceeds from sale of all surplus assets in proportion to the number of stapled securities held. Stapled security holders can vote their shares and securities in accordance with the Corporations Act, either in person or by proxy, at a meeting of the Company or Trust. CAPITAL MANAGEMENT AHF seeks to manage its capital requirements through a mix of debt and equity funding. It also ensures that AHF entities comply with capital and distribution requirements of their constitutions and/or trust deeds, the capital requirements of relevant regulatory authorities and continue to operate as going concerns. AHF also protects its equity in assets by taking out insurance. 41 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 20. CONTRIBUTED EQUITY continued AFML issued a product disclosure statement and prospectus for the issue of stapled securities in AHF at an issue price of $1.03 adjusted accrued distributions. The offer opened 4 April 2008 and closes on 26 April 2009. It is intended to raise $100 million of securities in AHF. AHF assesses the adequacy of its capital requirements, cost of capital and gearing (i.e. debt/equity mix) as part of its broader strategic plan. In addition to tracking actual against budgeted performance, AHF continuously reviews its capital structure to ensure sufficient funds and financing facilities, on a cost effective basis are available to implement AHF’s strategy that adequate financing facilities are maintained and distributions to members are made within the stated distribution guidance. AHF actively manages its capital via the following strategems: issuing new stapled securities, activating its distribution reinvestment plan (presently active at 2% discount to the issue price of new securities under the then current offer document), adjusting the amount of distributions paid to members, activating a security buyback program, divesting assets, active management of the AHF’s fixed rate swaps or (where practical) recalibrating the timing of transactions and capital expenditure so as to avoid a concentration of net cash outflows. 21. FINANCIAL INSTRUMENTS (i) Credit Risk Credit Risk Exposures The carrying amount of the Fund’s financial assets represents the maximum credit exposure. The Fund’s maximum exposure to credit risk at the reporting date was: CONSOLIDATED Trade Receivables Allowance for impairment loss Other debtors Related party receivables Cash and cash equivalents Derivatives Carrying amount of trade and other receivables Carrying Amount 2008 $’000 6,765 (9) 6,756 41 1,000 9,434 7,556 24,787 PARENT PARENT Receivables 2007 $’000 2,322 (4) 2,318 6 8,138 6,940 2,517 19,919 Carrying Amount 2008 $’000 - 2007 $’000 1,080 1,080 Impairment – Receivables Trade receivables are non-interest bearing and are generally on 30 days terms. A provision for impairment loss is typically recognised when there is objective evidence that an individual trade receivable is impaired. An impairment loss of $19,000 (2007: $4,000) has been recognised by the Fund in the current year. 42 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 21. FINANCIAL INSTRUMENTS INSTRUMENTS (i) Credit Risk continued The movement in the allowance for impairment in respect of trade receivables during the year was as follows: CONSOLIDATED 2007 2008 $'000 $'000 Balance at 1 July 2007 Impairment loss recognised Amounts written off Balance at 30 June 2008 2008 $'000 PARENT 2007 $'000 - - 0 – 30 days 31 - 60 days 61 - 90 days $'000 $'000 $'000 91+ days $'000 4 19 (14) 9 4 4 The following table illustrates grouping of the Fund’s related party receivables and trade receivables. CONSOLIDATED 30--Jun30 Jun-08 $'000 Original term $'000 Related party receivables Others Total Consolidated 1,000 41 1,041 1,000 41 1,041 - - Parent Total Parent Total CONSOLIDATED 3030-JunJun-08 $'000 Trade receivables Total Consolidated Consolidated 6,765 6,765 5,643 5,643 886 886 157 157 79 79 - - - - - Total Parent Total Parent CONSOLIDATED 3030-JunJun-07 $'000 Original term $'000 Related party receivables Others Total Consolidated 8,138 6 8,144 8,138 6 8,144 Parent Total Parent Parent 1,080 1,080 1,080 1,080 Total 43 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 21. FINANCIAL INSTRUMENTS (i) Credit Risk continued CONSOLIDATED 3030-JunJun-07 $'000 Trade receivables Total Consolidated 2,322 2,322 1,938 1,938 305 305 28 28 52 52 - - - - - Total Parent Total Parent 0 – 30 days 31 - 60 days 61 - 90 days $'000 $'000 $'000 91+ days $'000 (ii) Liquidity Risk The table below shows an analysis of the contractual maturities of key assets and liabilities which form part of the Group’s assessment of liquidity risk. CONSOLIDATED 3030-JunJun-08 Liabilities Trade and other payables Interest bearing loans & borrowings Total liabilities PARENT 3030-JunJun-08 Liabilities Trade and other payables Total liabilities CONSOLIDATED 3030-JunJun-07 Liabilities Trade and other payables Interest bearing loans & borrowings Total liabilities PARENT 3030-JunJun-07 Liabilities Trade and other payables Total liabilities Carrying Amount $'000 Contractual cash flows $'000 1 Year or less $'000 Over 1 year to 5 years $'000 Over 5 years $'000 13,554 278,660 292,214 13,554 436,578 450,132 13,554 21,253 34,807 244,642 244,642 170,683 170,683 Carrying Amount $'000 Contractual cash flows $'000 1 Year or less $'000 Over 1 year to 5 years $'000 Over 5 years $'000 725 725 725 725 725 725 - - Carrying Amount $'000 Contractual cash flows $'000 1 Year or less $'000 Over 1 year to 5 years $'000 Over 5 years $'000 7,931 145,434 153,365 7,931 329,028 336,959 7,931 11,961 19,892 150,657 150,657 166,410 166,410 Carrying Amount $'000 Contractual cash flows $'000 1 Year or less $'000 Over 1 year to 5 years $'000 Over 5 years $'000 - - - - 44 ABACUS HOSPITALITY FUND NOTES TO THE NANCIAL STATEMENTS 30 JUNE 2008 21. FINANCIAL INSTRUMENTS continued (iii) Currency Risk The following table shows the Australian dollar equivalents of the Fund’s investments denominated in a foreign currency. NZD CONSOLIDATED Assets Cash and cash equivalents Trade and other receivables Other financial assets Total assets assets Liabilities Trade and other payables Provisions Interest bearing loans & borrowings Total liabilities 2008 $'000 2007 $'000 1,150 779 546 2,475 1,790 138 1,287 3,215 921 295 35,000 36,216 884 261 35,000 36,145 The Fund borrows loan funds in New Zealand dollars to substantially match the foreign currency property asset value exposure with a corresponding foreign currency liability and therefore expects to substantially mitigate the foreign currency risk on its New Zealand denominated asset values. The parent has no NZD denominated assets or liabilities. The following sensitivity is based on the foreign currency risk exposures in existence at the balance sheet date: At 30 June 2008, had the Australian Dollar moved, as illustrated in the table below, with all other variables held constant, equity would have been affected as follows: Judgements of reasonably possible movements: Equity Higher/(Lower) 2008 $’000 2007 $’000 Consolidated AUD/NZD +10% AUD/NZD -10% 29 (35) 4 (5) Parent AUD/NZD +10% AUD/NZD -10% - - 45 ABACUS HOSPITALITY FUND NOTES TO THE NANCIAL STATEMENTS 30 JUNE 2008 21. FINANCIAL INSTRUMENTS continued (iv) Interest rate risk The Fund’s exposure to interest rate risk and the effective weighted average interest rates for each class of financial asset and financial liability are: CONSOLIDATED 3030-JunJun-08 Financial Assets Cash & cash equivalents Derivatives Trade and other receivables Total financial assets Weighted average interest rate Financial liabilities Interest bearing liabilities Related party loans Payables Total financial liabilities Weighted average interest rate* PARENT 3030-JunJun-08 Financial Assets Fixed Fixed Fixed interest maturing in interest interest Floating interest 1 year or maturing in 1 maturing in rate less to 5 years over 5 years $'000 $'000 $'000 $'000 Non interest bearing $'000 Total $'000 9,434 9,434 7.34% - - - 7,556 7,797 15,353 9,434 7,556 7,797 24,787 27,913 27,913 8.64% 22,757 22,757 8.00% 154,058 154,058 7.21% 73,932 73,932 8.00% 13,554 13,554 181,971 96,689 13,554 292,214 Non interest erest int bearing $'000 Total $'000 Fixed Fixed Fixed interest maturing in interest interest Floating interest 1 year or maturing in 1 maturing in rate less to 5 years over 5 years $'000 $'000 $'000 $'000 Total financial assets - - - - - - Financial liabilities Payables Total financial liabilities Weighted average interest rate* - - - - 725 725 725 725 46 ABACUS HOSPITALITY FUND NOTES TO THE NANCIAL STATEMENTS 30 JUNE 2008 21. FINANCIAL INSTRUMENTS continued (iv) Interest rate risk continued CONSOLIDATED 3030-JunJun-07 Financial Assets Cash & cash equivalents Derivatives Trade and other receivables Total financial assets Weighted average interest rate Financial liabilities Interest bearing liabilities Related party loans Payables Total financial liabilities Weighted average interest rate* PARENT 3030-JunJun-07 Financial Assets Trade and other receivables Total financial assets Weighted average interest rate Fixed Fixed interest Fixed interest Fixed maturing in maturing in interest Floating interest 1 year or 1 to 5 maturing in Non interest rate less years over 5 years bearing $'000 $'000 $'000 $'000 $'000 Total $'000 6,940 6,940 6.00% - - - 2,517 10,462 12,979 6,940 2,517 10,462 19,919 10,848 10,848 7.21% - 78,797 78,797 7.18% 55,789 55,789 8.00% 7,931 7,931 89,645 55,789 7,931 153,365 Fixed Fixed interest Fixed interest maturing in maturing in interest Floating interest 1 to 5 maturing in Non interest interest 1 year or rate less years over 5 years bearing $'000 $'000 $'000 $'000 $'000 Total $'000 - - - - 1,080 1,080 1,080 1,080 - - - - - - Financial liabilities Total financial liabilities 47 ABACUS HOSPITALITY FUND NOTES TO THE NANCIAL STATEMENTS 30 JUNE 2008 21. FINANCIAL INSTRUMENTS continued Summarised interest rate sensitivity analysis The table below illustrates the potential impact a change in interest rate by +/- 1% would have had on the Fund’s profit and equity: CONSOLIDATED 3030-JunJun-08 Financial assets Financial liabilities PARENT 3030-JunJun-08 Financial assets Financial liabilities CONSOLIDATED 3030-JunJun-07 Financial assets Financial liabilities PARENT 3030-JunJun-07 Financial assets Financial liabilities Carrying amount Floating $'000 9,434 27,914 Carrying amount Floating $'000 - Carrying amount amount Floating $'000 6,940 10,848 Carrying amount Floating $'000 - AUD -1% Profit $'000 (94) 279 AUD -1% Profit $'000 AUD -1% Profit $'000 (69) 108 AUD -1% Profit $'000 - +1% Equity $'000 Profit $'000 Equity $'000 (94) 279 94 (279) 94 (279) Equity $'000 Profit $'000 Equity $'000 - - - Equity $'000 Profit $'000 Equity $'000 (69) 108 69 (108) 69 (108) Equity $'000 Profit $'000 Equity $'000 - - - +1% +1% +1% 48 ABACUS HOSPITALITY FUND NOTES TO THE NANCIAL STATEMENTS 30 JUNE 2008 21. FINANCIAL INSTRUMENTS INSTRUMENTS continued Summarised interest rate sensitivity analysis continued CONSOLIDATED 3030-JunJun-08 Carrying amount Floating $'000 Financial assets Financial liabilities PARENT 3030-JunJun-08 Financial assets Financial liabilities CONSOLIDATED 3030-JunJun-07 Financial assets Financial liabilities PARENT 3030-JunJun-07 Financial assets Financial liabilities 1,696 - Carrying amount Floating $'000 - Carrying amount amount Floating $'000 3,077 - Carrying amount Floating $'000 - NZD -1% Profit $'000 (17) NZD -1% Profit $'000 NZD -1% Profit $'000 (31) NZD -1% Profit $'000 - +1% Equity $'000 Profit $'000 Equity $'000 (17) - 17 - 17 - Equity $'000 - Equity $'000 (31) - Equity $'000 - +1% Profit $'000 - +1% Profit $'000 31 - +1% Profit $'000 - Equity $'000 - Equity $'000 31 - Equity $'000 - 49 ABACUS HOSPITALITY FUND NOTES TO THE NANCIAL STATEMENTS 30 JUNE 2008 21. FINANCIAL INSTRUMENTS continued (v) Fair values As at 30 June 2008, the carrying amounts and fair values of financial assets and financial liabilities are: CONSOLIDATED Financial assets Cash and cash equivalents Trade and other receivables Other financial assets Total financial assets Financial Liabilities Trade and other payables Interest bearing loans & borrowings Total financial liabilities Net financial assets / (liabilities) Unrealised Unrealised losses PARENT Financial assets Cash and cash equivalents Trade and other receivables Total financial assets Financial Liabilities Trade and other payables Total financial liabilities Net financial assets / (liabilities) Unrealised losses Carrying Amount 2008 $'000 Fair Value 2008 $'000 Carrying Amount 2007 $'000 Fair Value 2007 $'000 9,434 7,797 7,556 24,787 9,434 7,797 7,556 24,787 6,940 10,462 2,517 19,919 6,940 10,462 2,517 19,919 13,554 278,660 292,214 (267,427) 13,554 278,660 292,214 (267,427) - 7,931 145,434 153,365 (133,446) 7,931 145,434 153,365 (133,446) - Carrying Amount 2008 $'000 Fair Value 2008 $'000 Carrying Amount 2007 $'000 Fair Value 2007 $'000 - - 1,080 1,080 1,080 1,080 725 725 (725) 725 725 (725) - 1,080 1,080 - 50 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 22. BUSINESS COMBINATION Acquisition of Hotel Businesses On 3 July 2007 and 4 July 2007, Abacus Townsville Hotel Pty Limited and Abacus Townsville Trust, subsidiaries of AHF, acquired the hotel property and business of Rydges Southbank Townsville in Townsville, Queensland. The purchase price of the hotel property and business was a cash payment of $18,739,000. And on 13 July 2007, Abacus Market Street Hotel Pty Limited and Abacus Market Street Hotel Trust, subsidiaries of AHF, acquired the hotel property and business of Swissôtel Sydney in Sydney, New South Wales. The purchase price of the hotel property and business was a cash payment of $84,810,000. The fair value of the identifiable assets and liabilities of the businesses as at the date of acquisition were: Recognised on acquisition Rydges Southbank Townsville $'000 17,500 1,250 4 31 46 37 18,868 Swissôtel Sydney $'000 74,363 10,637 203 555 148 85,906 (5) (67) (57) (129) (8) (412) (676) (1,096) Fair value of identifiable net assets 18,739 84,810 Cost of the combination: Cash paid 18,739 84,810 4 (18,739) (18,735) (84,810) (84,810) Land and buildings Plant and equipment Deferred tax asset Cash and cash equivalents Trade debtors Prepayments Inventories Other creditors Advance deposits Provisions The cash outflow on acquisition is as follows: Net cash acquired with the business Cash paid Net consolidated cash outflow 51 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 22. BUSINESS COMBINATION continued Acquisition of Abacus Matson Resort Trust (AMRT) On 18 December 2007, AHT acquired 100% of the units of Abacus Matson Resort Trust (AMRT), an unlisted unit trust which owns a 75% tenants-in-common interest in the land and buildings of the Rydges Esplanade Resort in Cairns, Queensland. And AHF acquired 75% of the voting shares of Abacus Matson Holdings Pty Limited (AMHPL), an unlisted private company which owns and operates and hotel business at the Rydges Esplanade Resort in Cairns, Queensland. The cost of the combination of the AMRT was $16,549,000 comprising cash payment and costs directly attributable to the combination and the cost of the combination of AMHPL was $2,551,000 comprising cash payment and costs directly attributable to the combination. On 30 May 2008, AMRT acquired further 25% interest in the land and buildings of the Rydges Esplanade Resort in Cairns, Queensland from CEC group and AHL acquired further 25% interest in AMHPL. The fair value of the identifiable assets and liabilities of AMRT and AMHPL as at the date of acquisition were: 52 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 22. BUSINESS COMBINATION continued BUSINESS COMBINATION ACQUISITION OF 75% INTEREST December 2007 Freehold land & buildings AMRT ACQUISITION OF 25% INTEREST May 2008 Recognised Carrying ACQUISITION OF 75% INTEREST December 2007 AMHPL ACQUISITION ACQUISITION OF 25% INTEREST May 2008 Recognised Carrying Recognised Carrying Recognised Carrying On acquisition Value On acquisition Value On acquisition Value On acquisition Value $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 25,089 15,732 5,299 5,299 - - 1,620 1,154 365 365 526 526 90 90 Cash and cash equivalents 1,624 1,624 451 51 Trade debtors 1,190 1,190 217 217 444 444 117 117 159 153 159 153 31 39 31 39 204 Plant and equipment Deferred tax asset Other debtors 1,223 1,223 Prepayments Inventories Management rights 660 860 204 Loan to related entities 556 491 85 85 6,930 6,600 1,601 1,601 Loan from related entities 26,312 16,955 (9,657) (9,657) 5,299 5,299 Trade creditors Other creditors (62) (66) Advance deposits Provisions GST payable (44) (2,330) (528) (528) (487) (487) (238) (238) (3) (3) (4) (4) (337) (337) (85) (85) (127) (127) (22) (22) Income tax liability (266) (266) - - Minority interests (829) - - - (4,380) (3,552) (876) (876) (9,763) Fair value of identifiable net assets (44) (2,330) (9,767) - - 16,549 5,299 2,551 725 16,549 5,299 2,551 559 1,624 451 (5,299) (2,551) (559) (5,299) (927) (108) Cost of the combination: Cash paid The cash outflow on acquisition is as follows: Net cash acquired with the subsidiary Cash paid Net consolidated cash outflow Discount on acquisition (16,549) - 166 53 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 23. CAPITAL AND OTHER COMMITMENTS There were no contingent liabilities referable to the AHF at 30 June 2008. Information required to be disclosed concerning relationships, transactions and balances with related parties of the Fund is set out in this note unless disclosed elsewhere in this financial report. The Company forms part of the AHF and the related party disclosures for the Fund have the same applicability to it. As such while the related party disclosures make reference to the Fund, they also relate to the Company. 24. RELATED PARTY DISCLOSURES (a) Responsible Entity The Responsible Entity of AHF is AFML, an Australian Financial Services License holder whose immediate and ultimate holding company is AGHL. Transactions between the Fund and the Responsible Entity result from normal dealings with that company as the Fund’s Responsible Entity. (b) Details of Key Management Personnel (i) Directors The Directors of AHL and AFML are considered to be Key Management Personnel of the Fund. AFML pays the remuneration of Key Management Personnel. The Directors of AHL and the Responsible Entity received no remuneration from the Fund. The Directors of AHL in office during the year and up to the date of the report are: Mr John Thame Dr Frank Wolf Mr William Bartlett Mr David Bastian Mr Dennis Bluth Mr Malcolm Irving Mr Len Lloyd Chairman (Non-executive) Managing Director (executive) Director (Non-executive) Director (Non-executive) Director (Non-executive) Director (Non-executive) Director (Executive) Appointed on 27/09/2007 Appointed on 27/09/2007 Appointed on 27/09/2007 Appointed on 27/09/2007 The Directors of the Responsible Entity in office during the year and up to the date of the report are: Mr John Thame Dr Frank Wolf Mr William Bartlett Mr David Bastian Mr Dennis Bluth Mr Malcolm Irving Mr Len Lloyd Chairman Managing Director (executive) Director (non-executive) Director (non-executive) Director (non-executive) Director (non-executive) Director (executive) Directors have been in office for the entire period unless otherwise disclosed. 54 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 24. RELATED PARTY DISCLOSURES continued (ii) Director-related entity transactions A partner in HWL Ebsworth, Mr Dennis Bluth, is a director of the Responsible Entity and AGHL. HWL Ebsworth was paid $29,261 (2007: $44,000) for legal services relating to corporate issues, lease documentation and fund offer documents. (iii) Other Key Management Personnel In addition to the Directors noted above, AFML, the Responsible Entity of the Fund is considered to be Key Management Personnel with the authority for the strategic direction and management of the fund. (iv) Compensation of Key Management Personnel No amount is paid by the fund directly to the Directors of the Responsible Entity. Consequently, no compensation as defined in AASB 124 “Related Party Disclosures” is paid by the Fund to the Directors as Key Management Personnel. Compensation is paid to the Responsible Entity in the form of fees and is disclosed in note 24(c). (c) Fees AFML provides management and investment accounting services to the Fund. All costs associated with the provision of investment accounting services are paid for by the Responsible Entity, and are conducted on normal commercial terms and conditions. The Responsible Entity receives all management fees that have been paid by the Fund during the year. In accordance with Fund’s offer document and constitution, the Responsible Entity is entitled to receive a management fee of 0.85% of the total assets of the fund per annum under the terms of the Constitution. The fees are paid on a monthly basis. Total fees paid to the Responsible Entity during the year for management of the Fund were $2.6 million (2007: $0.6 million). As at the balance sheet date, $0.5 million (2007: nil) was owing to the Responsible Entity in relation to management fees. Also in accordance with the terms in the Fund’s offer document and constitution, the Responsible Entity is entitled to receive property acquisition, fund establishment and capital raising fees. AHF paid property acquisition, fund establishment and capital raising fees to the Responsible Entity of $4.1 million for the year ended 30 June 2008 (2007: $2.1 million), of which $1.3 million (2007: 2.2 million) was owing to the Responsible Entity at 30 June 2008. (d) Related party transactions (i) Related parties Transactions between the Fund and the Responsible Entity during the year are outlined in note 24(c) above. The other entities detailed below are considered related parties of the Fund by virtue of the significant influence of the Fund’s directors and Responsible Entity over these entities. 55 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 24. RELATED PARTY DISCLOSURES continued (ii) Other related entity transactions The following table provides the total amount of transactions that were entered into with related parties for the relevant financial year. CONSOLIDATED 2008 Related party Abacus Funds Management Limited Abacus Property Group CONSOLIDATED 2007 Related party Abacus Funds Management Limited Abacus Property Group Sales / fees / income come charged in to related parties $'000 1,533 - Purchases / fees / interest from related parties $'000 3,291 7,511 Amounts owing by related parties $'000 383 - Amounts owing to related parties $'000 1,324 97,621 Sales / fees / income charged to related parties $'000 1,880 - Purchases / fees / interest from related parties $'000 $'000 2,711 2,164 Amounts owing by related parties $'000 1,880 - Amounts owing to related parties $'000 2,200 56,826 Sales and fees to, and purchases and fees charged from related parties are made in arm's length transactions both at normal market prices and on normal commercial terms. Outstanding balances at year-end are unsecured, interest free and settlement occurs in cash. No provision for doubtful debts has been recognised or bad debts incurred with respect to amounts payable or receivable from related parties during the year. Yield guarantee income of Novotel Twin Waters Resort Under the yield guarantee agreement with AFML, AHF’s yield guarantee income entitlement for the period from 1 January 2008 to 30 June 2008 is $0.38 million receivable. Loan from Abacus Property Group During the financial year, Abacus Property Group, as part of the Abacus Working Capital Facility subjected to a Facility Agreement with a facility limit of $150 million, advanced loans to the Fund to assist in financing the acquisition of fund assets. Interest is charged at a rate equals to the AHF distribution rate of 8.0% per annum for the year. The balance of these loans (including accrued interest) at year end is $ 97.6 million (2007: $56.8 million). Interest expense of $7.5 million was incurred on these loans (2007: $2.2 million). 56 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 24. RELATED PARTY DISCLOSURES continued (e) Investments Related party investments in the Fund Details of investments in the Fund by related funds and the Abacus Property Group are set out below: 2008 Abacus Property Group Abacus Diversified Income Fund II 2007 Abacus Property Group Abacus Diversified Income Fund II Fair value of holdings % interest Securities acquired Securities disposed Distributions paid / payable $2.7 million 6.2% 2.8 million - $58,416 $4.8 million 10.7% 4.9 million - $297,234 Fair value of holdings % interest Securities acquired Securities disposed Distributions paid / payable - - - 15.1 million $14.1 million $2.8 million 14.2% 2.9 million - $116,000 (f) Subsidiaries Investments held in subsidiaries are disclosed in Note 28. Transactions with wholly owned subsidiaries are on normal commercial terms and eliminate in full on consolidation. 25. AUDITORS’ COMPENSATION The auditor of the Fund is Ernst & Young. Amounts received or due and receivable by Ernst & Young Australia for: - an audit of the financial report of the fund 2008 $'000 2007 $'000 104 72 26. SUPERANNUATION SUPERANNUATION COMMITMENTS The Fund sponsors accumulation style superannuation funds and plans to provide retirement benefits to its employees. There are no unfunded liabilities in respect of these superannuation funds and plans at 30 June 2008. The Fund does not sponsor defined benefit style superannuation funds and plans. 27. EMPLOYEES At 30 June 2008, Abacus Hospitality Fund, through its controlled entities, employed 895 employees in total. (2007: 577 employees). 57 ABACUS HOSPITALITY FUND NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2008 28. DETAILS OF CONTROLLED ENTITIES The consolidated financial statements include the financial statements of the following entities listed in the following table: Name Abacus Hospitality Limited and its subsidiaries: Abacus Tradewinds Operating Company Pty Ltd Abacus Chateau Pty Ltd Abacus Twin Waters Resort Pty Ltd Abacus Gladstone Hotel Pty Ltd Abacus Townsville Hotel Pty Ltd Abacus Market Street Hotel Pty Ltd Abacus Matson Holdings Pty Ltd Abacus Hospitality Trust and its subsidiaries: Abacus Tradewinds Trust Abacus Chateau Trust Abacus Twin Waters Resort Trust Abacus Gladstone Hotel Trust Abacus Townsville Hotel Trust Abacus Market Street Hotel Trust Abacus Diplomat Hotel Trust Abacus Matson Resort Trust % of equity interest 2008 2007 Investment ($) 2007 2008 100 100 100 100 100 100 100 100 100 100 100 - 1 1 1 1 1 1 3,210,752 3,210,758 1 1 1 1 1 5 100 100 100 100 100 100 100 100 100 100 100 100 - 18,614,630 7,801,999 43,777,241 5,761,001 7,028,001 35,000,001 5,500,501 16,549,241 140,032,615 18,614,630 7,801,999 43,777,241 5,761,001 75,954,871 29. EVENTS AFTER THE BALANCE SHEET DATE Other than as disclosed in this report and to the knowledge of directors, there has been no matter or circumstance that has arisen since the end of the financial year that has significantly affected, or may affect, the Fund’s operations in future financial years, the results of those operations or the Fund’s state of affairs in future financial years. 58 ABACUS HOSPITALITY FUND DIRECTORS’ DECLARATION In accordance with a resolution of the Directors, we state that: In the opinion of the Directors: (a) the financial statements and notes of the Company and the consolidated entity are in accordance with the Corporations Act 2001, including : (i) give a true and fair view of the Company’s and consolidated entity’s financial position as at 30 June 2008 and of their performance for the year ended on that date; and (ii) complying with Accounting Standards and the Corporations Regulations 2001; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. On behalf of the Board of Abacus Hospitality Limited John Thame Chairman Frank Wolf Managing Director Sydney, 23 September 2008 59