ACN 095 039 366 Consolidated interim financial report …opusaustralia.com/assets/OCL/Reports/141231 OCL Half Year...1 to OCL in part satisfaction of its outstanding debt to OCL as

Opus Capital Limited ACN 095 039 366

Consolidated interim financial report for the half year ended 31 December 2014

Page

Directors’ Report 1 Auditor’s Independence Declaration 3 Interim financial report

Consolidated statement of profit or loss and other comprehensive income 4 Consolidated statement of financial position 5 Consolidated statement of changes in equity 6 Consolidated statement of cash flows 7 Notes to the financial statements 8 Directors' declaration 17

Independent auditor's review report to the members 18

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2014 and any public announcements made by Opus Capital Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001. This financial report covers the consolidated financial statements for the Consolidated Entity consisting of Opus Capital Limited and its subsidiaries. The financial report is presented in the Australian currency. Opus Capital Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Opus Capital Limited Level 21 12 Creek Street BRISBANE QLD 4000 A description of the nature of the Consolidated Entity's operations and its principal activities is included in the directors’ report on page 1, which is not part of this financial report. The financial report was authorised for issue by the directors on 6 March 2015. The Company has the power to amend and reissue the financial report.

Opus Capital Limited ACN 095 039 366 Interim report – 31 December 2014

1

Directors' Report

Your directors present their report on the Consolidated Entity (referred to hereafter as the Group) consisting of Opus Capital Limited (OCL or the Company) and the entities it controlled at the end of, or during, the half year ended 31 December 2014.

Directors The following persons were directors of Opus Capital Limited during the half year and up to the date of this report:

Mr Matthew Madsen Chairman, appointed 22 September 2011 Mr Mark Hallett Non-executive director, appointed 31 January 2011 Mr Rowan Ward Non-executive director, appointed 25 January 2011, resigned 21 October 2014 Mr Leylan Neep Executive Director, appointed 31 July 2014; and Company Secretary, appointed 30 July 2012

Principal Activities The principal activity of the Group during the financial period was acting as responsible entity (RE) for and managing

property trusts and associated real estate agency activities of property management, leasing and sales activity.

Madsen Finance Pty Ltd became a wholly owned subsidiary of the Group during the period, which added debt advisory services to the Group’s activities.

There were no other changes in the nature of the Group’s activities during the financial period.

Review and Results of Operations The performance of the Group, as represented by the results of operations, was as follows:

31 December 31 December

2014 2013

$ $

Operating profit/(loss) before tax 459,482 4,770

Income tax benefit/(expense) (293,461) (3,814)

166,021 956

The net profit of the Group for the half year ended 31 December 2014 was $166,021 (2013: $956) on revenue generated of $2,619,295 (2013: $1,638,676). The Group generated a negative operating cash flow of $196,292 (2013: positive $543,334) for the half year.

Operating revenue has increased as a result of real estate and leasing commissions increasing from the prior period and additional revenue has been generated since the acquisition of Madsen Finance Pty Ltd from finance procurement and trail fees. Further, bad debt recoveries were made from a transfer of property from one of the schemes the Group acts as RE for in part satisfaction of debts owed to the Group.

Significant Changes in the State of Affairs

The directors are of the reasonable opinion that the Group will be able to meet its liabilities as and when they fall due.

As at 31 December 2014 the Group’s current assets exceeded its current liabilities by $2,614,938 (June 2014: $2,794,941) and total assets exceeded total liabilities by $758,734 (June 2014: $37,846).

The directors believe that the going concern basis of preparation is appropriate, and accordingly have prepared the financial report on this basis.

On 14 July 2014 the Company executed a share purchase agreement for the acquisition of the issued share capital of Madsen Finance Pty Ltd. The Company gained control of this entity on 25 September 2014 when all of the conditions precedent to this agreement were satisfied. The Group has therefore consolidated the results of this entity from the date of control until balance sheet date and the position of the entity has also been consolidated as at 31 December 2014.

A selective share buy-back offer for OCL shares was approved at the Company’s annual general meeting (AGM) held on 28 November 2014. On 2 December 2014 25,702,940 shares were bought back at a price of $0.001329. Also following approval at the Company’s AGM, the Company’s share capital was consolidated through the conversion of every 1,000 Opus ordinary shares into 1 Opus ordinary share after the buy back and cancellation.

During the period, it was resolved to transfer the last remaining property (Townsville site) from the Opus Development Fund 1 to OCL in part satisfaction of its outstanding debt to OCL as first mortgagee in order to wind up the scheme, which OCL as responsible entity has continued to support. Further detail on the transfer is contained in Note 8.

Opus Capital Limited

Directors' Report

31 December 2014

(continued)

2

After Balance Date Events

The transfer of the Townsville site to OCL from the Opus Development Fund 1 occurred in the first half of the 2015 calendar year.

In January 2015, the Group incorporated a new subsidiary, OCL Property Finance Pty Ltd, to conduct lending activities associated with property. The first transaction settled in early February 2015 which was a $2 million junior debt advance.

There are no other significant matters or circumstances that have arisen since the end of the financial period which significantly affected or could significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future periods.

Auditor's Independence Declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 3.

This report is made in accordance with a resolution of directors.

Mr Matthew Madsen

Director 6 March 2015

Level 10, 12 Creek St Brisbane QLD 4000 GPO Box 457 Brisbane QLD 4001 Australia

Tel: +61 7 3237 5999 Fax: +61 7 3221 9227 www.bdo.com.au

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

DECLARATION OF INDEPENDENCE BY P A GALLAGHER TO THE DIRECTORS OF OPUS CAPITAL LIMITED

As lead auditor for the review of Opus Capital Limited for the half-year ended 31 December 2014, I

declare that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in

relation to the review; and

2. No contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Opus Capital Limited and the entities it controlled during the period.

P A Gallagher

Director

BDO Audit Pty Ltd

Brisbane, 6 March 2015

4


Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the half year ended 31 December 2014

Half year

Consolidated Group


2014 2013

Notes $ $

Revenue and other income 2 2,619,295 1,638,676

Employee benefits expense (847,283) (629,696)

Professional costs (405,170) (194,464)

Facilities management costs (118,168) (117,225)

Depreciation of plant and equipment (16,560) (11,722)

Amortisation of intangibles (176,123) -

Insurance (81,790) (86,837)

Postage, printing and stationery costs (20,769) (5,121)

Occupancy costs (104,386) (60,792)

Communications (8,763) (6,643)

Other expenses (113,122) (96,094)

Finance costs (172,191) (387,839)

Impairment of receivables (95,488) (66,436)

Recoupment of wind up costs - 28,963

Profit/(loss) before income tax 459,482 4,770

Income tax (expense)/benefit (293,461) (3,814)

Profit/(loss) for the half year after income tax 166,021 956

Other comprehensive income for the half year, net of tax - -

Total comprehensive loss for the half year attributable to:

Owners of Opus Capital Limited 166,021 956

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

5


Consolidated Statement of Financial Position

As at 31 December 2014

Consolidated Group

31 December 30 June

2014 2014

Notes $ $

ASSETS

Current assets

Cash and cash equivalents 3 2,932,668 3,942,707

Trade and other receivables 1,313,865 820,247

Total current assets 4,246,533 4,762,954

Non-current assets

Deferred tax assets 4 - 96,902

Property, plant and equipment 59,793 56,104

Financial assets available for sale 14,266 14,266

Intangible assets 5 1,126,594 79,061

Total non-current assets 1,200,653 246,333

Total assets 5,447,186 5,009,287

LIABILITIES

Current liabilities

Trade and other payables 598,462 914,759

Provisions 833,900 1,053,254

Provision for income tax 199,233 -

Total current liabilities 1,631,595 1,968,013

Non-current liabilities

Deferred tax liability 4 115,003 -

Interest bearing loans and borrowings 2,937,462 3,000,000

Provisions 4,392 3,427

Total non-current liabilities 3,056,857 3,003,427

Total liabilities 4,688,452 4,971,440

Net assets 758,734 37,847

EQUITY

Contributed equity 6 1,942,421 1,387,555

Retained earnings (1,183,687) (1,349,708)

Total equity 758,734 37,847

The above statement of financial position should be read in conjunction with the accompanying notes.

6


Consolidated Statement of Changes in Equity


Consolidated Group Contributed

equity Retained earnings

Total

$ $ $

Balance at 1 July 2013 1,387,555 (1,335,822) 51,733

Profit/(loss) for the half year - 956 956

Other comprehensive income - - -

Total comprehensive income/(loss) for the half year - 956 956

Transactions with owners in their capacity as owners

Rights issue - - -

Balance at 31 December 2013 1,387,555 (1,334,866) 52,689

Balance at 1 July 2014 1,387,555 (1,349,708) 37,847

Profit/(loss) for the half year - 166,021 166,021

Other comprehensive income - - -

Total comprehensive income/(loss) for the half year - 166,021 166,021

Transactions with owners in their capacity as owners

Share issue on acquisition of entity 589,026 - 589,026

Share buy back (34,160) - (34,160)

554,866 - 554,866

Balance at 31 December 2014 1,942,421 (1,183,687) 758,734

The above statement of changes in equity should be read in conjunction with the accompanying notes.

7


Consolidated Statement of Cash Flows


Half year

Consolidated Group


2014 2013

Notes $ $

Cash flows from operating activities

Receipts from customers 2,653,317 2,234,063

Cash payments in the course of operations (2,626,438) (1,649,724)

Interest received 29,390 28,229

Distributions received 141 70

Interest paid (134,729) -

GST received/(paid) (117,973) (69,294)

Net cash provided by / (used in) operating activities (196,292) 543,344

Cash flows from investing activities

Payments for property, plant and equipment (8,090) (1,700)

Proceeds on sale of property, plant and equipment 2,480 -

Funds transferred for wind up expenses 5,442 1,403,202

Wind up expenses paid (224,937) (251,895)

Payments for acquisition of shares 9(d) (454,482) -

Net cash provided by / (used in) investing activities (679,587) 1,149,607

Cash flows from financing activities

Repayment of shareholder loan (100,000) -

Payment for share buyback – owners of the parent entity (34,160) -

Net cash provided by / (used in) financing activities (134,160) -

Net increase/(decrease) in cash held (1,010,039) 1,692,951

Cash at beginning of the half year 3,942,707 2,151,031

Cash at end of the half year 2,932,668 3,843,982

The above statement of cash flows should be read in conjunction with the accompanying notes.


Notes to the consolidated financial statements

31 December 2014

8

1 Summary of significant accounting policies

These general purpose financial statements for the half year reporting period ended 31 December 2014 have been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.

The historical cost basis has been used, except for land and buildings, derivatives and available-for-sale financial assets which have been measured at fair value.

These half year financial statements do not include all the notes of the type normally included in annual financial statements and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the consolidated Group as the full financial statements. Accordingly, these half year financial statements are to be read in conjunction with the annual financial statements for the year ended 30 June 2014 and any public announcements made by Opus Capital Limited during the half year reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are relevant to its operations and effective for the current annual reporting period. The adoption of these new and revised Standards and Interpretations did not have any material impact on the amounts recognised in the financial statements of the Group for the current or prior periods.

As at 31 December 2014 the Consolidated Entity’s current assets exceeded its current liabilities by $2,614,938 (30 June 2014: $2,794,941) and total assets exceeded total liabilities by $758,734 (30 June 2014: $37,846). The Group had net operating cash outflows of $196,292 (31 December 2013: Inflows $543,334) for the half year and generated a net profit of $166,021 (31 December 2013: $956).

The directors are of the reasonable opinion that the Group will be able to meet its liabilities as and when they fall due. The same accounting policies and methods of computation have generally been followed in these half year financial statements as compared with the most recent annual financial statements. The following accounting policy has been adopted for the first time in these financial statements.

Intangible Assets

Procurement and trail fees are classified as intangible assets with a finite life. They are recorded at cost and amortised on a straight line basis over the expected useful life of the fees being 1 to 5 years.



31 December 2014

(continued)

9

3 Cash and cash equivalents

At the 31 December 2014 of the cash and cash equivalents balance of $2,932,668 (30 June 2014: $3,942,707), $834,141 (30 June 2014: $1,053,254) represents amounts transferred to the Group in relation to the wind-up of various schemes and is therefore to be utilised for that purpose.

Half year

Consolidated


2014 2013

2 Revenue $ $

From continuing operations

Operating revenue

Management fees - responsible entity 615,505 583,049

Management fees - property management 393,590 371,665

Management fees - facilities management 124,074 123,988

Projects income 103,439 -

Real estate commission 215,250 58,000

Leasing fees 243,837 146,554

Recovery of accounting expense 96,256 91,248

Registry costs 40,500 40,500

Capital works fee 69,185 95,077

Procurement fees 380,523 -

Trail fees 99,318 -

2,381,477 1,510,081

Non-operating revenue

Interest 29,390 28,229

Distributions received 141 70

Sundry Income 208,153 100,296

237,684 128,595

Other income

Profit on disposal of assets 135 -

135 -

2,619,296 1,638,676



31 December 2014

(continued)

10

Consolidated

31 December 30 June

2014 2014

4 Non-current assets / (liabilities) - Deferred tax Deferred tax assets

$ $

The balance comprises temporary differences attributable to:

Tax losses - 24,079

Provision for employee benefits 16,664 11,572

Other assets 312 416

Accrued expenses 33,360 23,747

Lease incentive 10,569 8,859

Legal fees (blackhole) expensed 11,959 14,351

Contingent liabilities - 18,600

Amortisation 52,837 -

Total deferred tax assets 125,701 101,624 ¹Comparatives have been amended to allocate the split between deferred tax assets and deferred tax liabilities

Deferred tax liabilities

The balance comprises temporary differences attributable to:

Accrued income (6,859) (2,551)

Prepayments (8,873) (68)

Deferred expenditure - (290)

Lease incentive - (1,813)

Intangible assets (99,985) -

Goodwill (123,127) -

Other liabilities (1,860) -

Total deferred tax liabilities (240,704) (4,722)

Net deferred tax assets / (liabilities) (115,003) 96,902

The directors have recognised the net deferred tax asset / (liability) as they consider it probable that future taxable profits will be available against which they could be utilised on the basis that the Group and Company continue as a going concern and generate sufficient income from its continued operations.



31 December 2014

(continued)

11

5 Intangible Assets

As disclosed in note 9 a subsidiary was acquired during the half year. The majority of the assets of this company were intangible assets.

Consolidated

31 December 30 June

2014 2014 $ $

Property management rights at cost 755,654 755,654

Accumulated amortisation and impairment (755,654) (755,654)

- -

License 79,061 79,061

Procurement fees at cost 194,876 -

Accumulated amortisation and impairment (145,368) -

49,508 -

Trail fees at cost 386,897 -

Accumulated amortisation and impairment (30,754) -

356,143 -

Goodwill 641,882 -

Total intangible assets 1,126,594 79,061

Movements during the period

Licence Procurement

fees Trail fees

Goodwill Total

$ $ $ $ $

Balance at 1 July 2014 79,061 - - - 79,061

Additional amounts recognised from business combinations occurring during the period

- 194,876 386,897 641,882 1,223,655

Impairment expense - - - - -

Amortisation expense - (145,368) (30,754) - (176,123)

Balance at 31 December 2014 79,061 49,508 356,143 641,882 1,126,594

Balance at 1 July 2013 79,061 - - - 79,061

Additional amounts recognised from business combinations occurring during the period

- - - -

Impairment expense - - - - -

Amortisation expense - - - - -

Balance at 31 December 2013 79,061 - - - 79,061



31 December 2014

(continued)

12

6 Contributed equity

31 December 30 June

2014 2014 $ $

1,955,050 ordinary shares (June 2014: 1,288,975,860) 1,942,421 1,387,555

31 December 30 June 31 December 30 June

2014 2014 2014 2014

Number Number $ $

Movements during the period

Balance at beginning of year 1,288,975,860 1,288,975,860 1,387,555 1,387,555

Shares issued on acquisition of subsidiary *

691,751,161 - 589,026 -

Share buyback ** (25,702,940) - (34,160) -

Share consolidation 1000:1 *** (1,953,069,031) - - -

Balance at end of year 1,955,050 1,288,975,860 1,942,421 1,387,555

* Refer to note 9 for further details.

** On 2 December 2014 25,702,940 shares were bought back at a price of $0.001329.

*** Subsequent to the buyback on 3 December 2014 a 1,000 to 1 share consolidation occurred.

7 Subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1):

31 December 30 June

2014 2014

% %

Integra Consolidated Pty Ltd* Australia Ordinary 100 100

Integra Asset Management Pty Ltd* Australia Ordinary 100 100

Integra Facilities Management Pty Ltd* Australia Ordinary 100 100

Opus Capital Services Pty Ltd* Australia Ordinary 100 100

Targeted Funds Management Limited* Australia Ordinary 100 100

Madsen Finance Pty Ltd* Australia Ordinary 100 -

* These subsidiaries are not required to prepare financial reports in accordance with Sections 292-294 of the Corporations Act.

On 14 July 2014 the Company executed a share purchase agreement for the acquisition of the issued share capital of Madsen Finance Pty Ltd. The Company gained control of this entity on the 25 September 2014 when all of the conditions precedent to this agreement were satisfied. The Group has therefore consolidated the results of this entity from the date of control until balance sheet date and the position of the entity has also been consolidated as at 31 December 2014. Refer to note 9 for details of this acquisition.



31 December 2014

(continued)

13

8 Related party transactions

(a) Transactions with key management personnel

Key management personnel receive compensation in the form of short-term employee benefits, post-employment benefits and, in the prior period, share-based payments.

(b) Transactions with related parties Half year

Consolidated


2014 2013

$ $

Responsible entity management and administration fees 615,505 583,049

Property and facility management fees 384,151 362,227

Facility maintenance and project charges 124,074 123,988

Leasing commissions 243,837 146,554

Capital works fee 69,185 95,077

Real estate commission 215,250 58,000

Recovery of accounting expenses 96,256 91,248

Registry costs 40,500 40,500

Projects income 100,713 -

Procurement fees 323,023 -

Trail fees 57,600 -

Investment income 141 70

2,270,235 1,500,713

The Group paid expenses on behalf of the trusts/funds that it acts as responsible entity during the half year of $135,137 (31 December 2013: $454,545). These costs are on-charged to the relevant entity and reimbursed at no mark-up. The Group recovered bad debts from the trusts/funds that it acts as responsible entity during the half year of $202,490 (31 December 2013: $100,296). Of the bad debts recovered $200,000 represents transfer of the Townsville site to OCL from the Opus Development Fund 1 that occurred after balance date. This amount was based on an independent valuation of the property.

(c) Registered charges

In its capacity as responsible entity the Group has entered into a number of registered charges in relation to borrowings of the trusts/funds. The liability in relation to these charges is limited and enforceable to the extent to which it can be satisfied out of the property of the scheme to which the charge relates.

(d) Outstanding balances arising from sales/purchases of goods and services

Consolidated

31 December 30 June

2014 2014

The following balances are outstanding at the reporting date in relation to transactions with related parties other than key management personnel:

$ $

Amounts receivable

Trade and other receivables 1,065,684 434,207



31 December 2014

(continued)

14

8 Related party transactions (continued)

(e) Other related parties

As at the 31 December 2014 the company had only one loan facility which had been advanced to the Group by the major shareholder, M3SIT Pty Ltd as trustee for the M3 Solutions Investment Trust (M3). During the 2014 financial year, the Group was able to renegotiate the terms of its loan facility with M3. In June and September 2014 variations of the Facility Agreement were signed between OCL and M3. Under this agreement various loan details were amended including the outstanding amount being revised to $3,250,000 (comprised of $1,970,000 of principal and $1,280,000 in capitalised interest and fees), the interest rate was revised downwards from 13% to 8%, and the repayment date has been determined as 30 June 2018. A second establishment fee of $250,000 was also included.

The security for this loan is a registered fixed and floating charge over all the assets of the Company.

The amount outstanding under this facility at 31 December 2014 was $3,150,000 (June 2014: $3,250,000). Two repayments of $50,000, totalling $100,000 for the period, have been made each quarter during the half year and interest of $130,060 has been paid (2013: $387,839).

Hallett Legal Pty Ltd, a law firm in which Mark Hallett is a director, provided legal services to the Group during the period. Fees of $25,666 (31 December 2013: $9,251) were paid by the Group for these services. These transactions were entered into on normal commercial terms. As at 31 December 2014 the Group owed nil (30 June 2014: $7,226) to Hallett Legal Pty Ltd.

A share purchase agreement for the acquisition of the issued share capital of Madsen Finance Pty Ltd was executed on 14 July 2014 of which Matthew Madsen is a director. The issued share capital in Madsen Finance Pty Ltd was purchased from a related entity of Mr Madsen. Refer to note 9 for further details on this acquisition.

Madsen Advisory Pty Ltd, an entity which Matthew Madsen is a Director, provided advisory services to the subsidiary Madsen Finance during the period and fees of $63,750 were paid by Madsen Finance for these services. During the period Madsen Finance received rent of $1,667 from Madsen Advisory Pty Ltd for sublet office space.

As part of the terms of the share purchase agreement for the acquisition of Madsen Finance Pty Ltd, Madsen Advisory Pty Ltd repaid a loan of $55,000 to Madsen Finance during the period, MB & PM Madsen repaid $94,938 that was owing to Madsen Finance and MB & PM Madsen Investments Pty Ltd, a related entity of Mr Madsen was repaid $127,880 owing to them by Madsen Finance during the period. As at 31 December 2014 Madsen Advisory Pty Ltd owed Madsen Finance $343, Madsen Finance owed $200 to MB & PM Madsen and nil was owing to MB & PM Madsen Investments Pty Ltd.

9 Acquisition of assets and liabilities of Madsen Finance Pty Ltd

During the half year the Company acquired 100% of the shares in Madsen Finance Pty Ltd and on the 25 September 2014 gained control of this entity. The net assets of Madsen Finance Pty Ltd at the date of acquisition were as follows:

25 September 2014

(a) Consideration transferred $

Cash consideration 450,888

Shares issued by OCL 589,026

Contingent consideration * 64,351

Total consideration 1,104,265

* The contingent consideration requires OCL to pay the vendor additional consideration based on an earn out for three (3) years following the completion of the transaction. The vendor receives a percentage on amounts above a cumulative hurdle being if profit before interest and tax (PBIT) in each of the years 2015, 2016 and 2017 exceeds $950,000, $500,000 and $500,000 respectively. No amount is payable if the PBIT target is not met. The directors have determined that $64,351 represents the estimated fair value of this obligation.



31 December 2014

(continued)

15

9 Acquisition of assets and liabilities of Madsen Finance Pty Ltd (continued)

(b) Assets acquired and liabilities assumed at the date of acquisition $

Current assets

Cash and cash equivalents (3,594)

Trade and other receivables 84,221

Prepayments 3,651

Non-current assets

Property, plant and equipment 14,505

Identifiable intangible assets 581,773

Current liabilities

Trade and other payables (52,915)

Provision for income tax (65,274)

Deferred tax liability (99,984)

Net assets 462,383

At the date of acquisition the carrying value of trade and other receivables reflected the fair value.

(c) Goodwill arising on acquisition

Consideration transferred 1,104,265

Fair value of identifiable net assets acquired (462,383)

Goodwill arising on acquisition 641,882

The fair value of the future procurement and trail fees relating to the existing client list of Madsen Finance Pty Ltd at the time of acquisition was determined and recognised as an identifiable intangible asset. The purchase price was struck in excess of this value as the Group perceived that there was additional value in the key management’s experience and ability to generate new contracts. The key personnel have been retained within the contract and the contingent consideration has been incorporated into the contract to encourage new business to be obtained. The goodwill has resulted due to these factors. None of the goodwill arising from this acquisition is expected to be deductible for tax purposes, however part of the amount representing goodwill will form the tax cost base should the business be disposed of in the future.

(d) Net cash outflow arising on acquisition

Consideration paid in cash 450,888

Cash and cash equivalent balances acquired 3,594

454,482



31 December 2014

(continued)

16

9 Acquisition of assets and liabilities of Madsen Finance Pty Ltd (continued)

(e) Impact of acquisition on the results of the Group

Included in the profit for the half year is a profit of $184,283 attributable to Madsen Finance Pty Ltd. Revenue for the half year includes $485,341 in respect of Madsen Finance Pty Ltd.

Had the acquisition of Madsen Finance Pty Ltd been effected at 1 July 2014, the revenue of the Group from operations for the six months ended 31 December 2014 would have been $2,717,516, and the profit for the half year from operations would have been $767,416. The directors of the Group consider these ‘pro-forma’ numbers to represent an approximate measure of the performance of the combined group on a half yearly basis and to provide a reference point for comparison in future half years.

In determining the ‘pro-forma’ revenue and profit of the Group had Madsen Finance Pty Ltd been acquired at the beginning of the current half year, the directors have:

Calculated depreciation and amortisation of plant and equipment and identifiable intangible assets acquired on the basis of the fair values arising in the initial accounting of the business combination rather than the carrying amounts recognised in the pre-acquisition financial statements;

Assumed that the results for Madsen Finance Pty Ltd will improve enabling the seller of Madsen Finance to achieve their earn-out consideration.

10 Fair value measurement

The following assets and liabilities are recognised and measured at fair value on a recurring basis:

Financial assets at fair value through profit or loss (FVTPL)

Derivatives

Available-for-sale financial assets

Investment properties

Assets classified as held for sale are measured at fair value on a non-recurring basis.

There are various methods used in estimating the fair value of a financial instrument. The methods comprise:

Level 1 – the fair value is calculated using quoted prices in active markets.

Level 2 – the fair value is estimated using inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices).

Level 3 – the fair value is estimated using inputs for the asset or liability that are not based on observable market data.

Due to their short-term nature the net fair values of financial assets and liabilities approximate their carrying value as disclosed in the statement of financial position. No financial assets or liabilities are readily traded on organised markets in standardised form.

11 Contingent assets and liabilities

There are no contingent assets or contingent liabilities as at 31 December 2014.

12 Events subsequent to the end of the reporting period

The transfer of the Townsville site to OCL from the Opus Development Fund 1 occurred in the first half of the 2015 calendar year.

In January 2015, the Group incorporated a new subsidiary, OCL Property Finance Pty Ltd, to conduct lending activities associated with property. The first transaction settled in early February 2015 which was a $2 million junior debt advance.

There are no other significant matters or circumstances that have arisen since the end of the financial period which significantly affected or could significantly affect the operations of the consolidated group, the results of those operations, or the state of affairs of the consolidated group in future periods.

17


Directors' Declaration

31 December 2014

The directors of the Company declare that:

(a) the financial statements, comprising the Statement of Comprehensive Income, Statement of Financial Position, Statements of Changes in Equity and Statement of Cash Flows, and accompanying notes, are in accordance with the Corporations Act 2001 and:

(i) comply with Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Regulations 2001; and

(ii) give a true and fair view of the consolidated Group's financial position as at 31 December 2014 and of its performance for the half year ended on that date.

(b) In the directors’ opinion, there are reasonable grounds to believe that Opus Capital Limited will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the directors pursuant to section 303(5) of the Corporations Act 2001.

Mr Matthew Madsen

Director 6 March 2015

Level 10, 12 Creek St Brisbane QLD 4000 GPO Box 457 Brisbane QLD 4001 Australia

Tel: +61 7 3237 5999 Fax: +61 7 3221 9227 www.bdo.com.au


INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Opus Capital Limited

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Opus Capital Limited, which

comprises the consolidated statement of financial position as at 31 December 2014, the consolidated

statement of profit or loss and other comprehensive income, the consolidated statement of changes in

equity and the consolidated statement of cash flows for the half-year ended on that date, notes

comprising a statement of accounting policies and other explanatory information, and the directors’

declaration of the consolidated entity comprising the company and the entities it controlled at the

half-year’s end or from time to time during the half-year.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year financial report that

gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act

2001 and for such internal control as the directors determine is necessary to enable the preparation of

the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We

conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review

of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether,

on the basis of the procedures described, we have become aware of any matter that makes us believe

that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving

a true and fair view of the consolidated entity’s financial position as at 31 December 2014 and its

performance for the half-year ended on that date; and complying with Accounting Standard AASB 134

Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Opus Capital

Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the

annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible

for financial and accounting matters, and applying analytical and other review procedures. A review is

substantially less in scope than an audit conducted in accordance with Australian Auditing Standards

and consequently does not enable us to obtain assurance that we would become aware of all significant

matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations

Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which

has been given to the directors of Opus Capital Limited, would be in the same terms if given to the

directors as at the time of this auditor’s review report.


Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us

believe that the half-year financial report of Opus Capital Limited is not in accordance with the

Corporations Act 2001 including:

(a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2014

and of its performance for the half-year ended on that date; and

(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations

Regulations 2001

BDO Audit Pty Ltd

P A Gallagher

Director

Brisbane, 6 March 2015

Documents

ACN 095 039 366 Consolidated interim financial report …opusaustralia.com/assets/OCL/Reports/141231 OCL Half Year...1 to OCL in part satisfaction of its outstanding debt to OCL as