Oceania Healthcare Limited logo

Interim Report 2018

Earnings Results24 January 2018OCAHealthcare

INTERIM REPORT 2018
Bright

from the

start

Welcome to Oceania
Healthcare’s interim

report for the six months

ended 30 November 2017

Contents

02 Oceania at a glance

05 Highlights

06 Chair and CEO's Report

14 Financial Statements

19 Notes to the Interim Financial Statements

46 Independent Review Report

01Oceania Healthcare

|

Interim Report 2018

~2,750
STAFF

~2,450

AGED CARE RESIDENTS

EXISTING FACILITIES WITH

MATURE OPERATIONS

26

Locations with development land bank

Locations with no development land bank

EXISTING FACILITIES WITH

BROWNFIELD DEVELOPMENTS

(CURRENT AND PLANNED)

22

3

UNDEVELOPED SITES

TOTAL SITES

51

As at 30 November 2017

Oceania site locations

Oceania Healthcare is a leading

provider of healthcare services

in New Zealand being the third

largest in residential aged care

and sixth largest in retirement

village. Our properties are

located in prime metropolitan

areas across New Zealand and

we provide a full continuum of

care offering to our residents.

We have a strong platform for

growth given our substantial

brownfield land bank, with proven

expertise and experience in

managing construction projects.

We have sufficient land to build

1,782 new residences (1,393 net

of decommissions) with 1,057

of these already consented.

1


We pride ourselves in being a

recognised industry leader in the

provision of clinical care to our

residents. For the third year in a

row we were awarded the Overall

Excellence in Care award by the

NZ Aged Care Association and

also won the Best Food in Aged

Care award at the national Senior

Lifestyle Cuisine competition.

Oceania at a glance

1

Excluding St Heliers and land adjacent to Eden.

03Oceania Healthcare

|

Interim Report 2018

02Oceania Healthcare

|

Interim Report 2018

Highlights
Your Board of Directors is pleased to report our

first half year result for the 12 months to 31 May 2018.

Total Operating Revenue

$92.1

m

for the first six months to 30 November 2017

+3.3% higher than the corresponding period last year.

Net Profit after Tax

$42.5

m

for the first six months to 30 November 2017

+93.2% higher than the corresponding period last year.

Pro forma Underlying EBITDA

$25.3

m

¹

+8.6% higher than the corresponding period last year.

Total Assets

$1.0

bn

+19.1 % higher than the corresponding period last year. This increase in the

value of our properties reflects work in progress at our development sites

and an uplift in the valuation of our existing properties.

1

This is a non-GAAP measure.

05Oceania Healthcare

|

Interim Report 2018

04Oceania Healthcare

|

Interim Report 201804Oceania Healthcare

|

Interim Report 2018

Financial Review
Oceania Healthcare reported net profit

after tax of $42.5m for the 6 month

period to 30 November 2017, 93.2%

higher than the prior corresponding

period last year.

Pro forma underlying EBITDA

1

increased

by 8.6% to $25.3m over this time, driven

by fees from ORA contracts (DMF) and

realised development margins.

Total assets increased by $160.5m to

$1.0bn due to significant development

capital expenditure, acquisitions and

revaluations.

Total operating revenue was up 3.3%

to $92.1m driven by increased care

revenues of $79.9m.

Occupancy at care facilities that are

not impacted by our redevelopment

activity held at 89.0% compared with

91.7% in the corresponding period

last year. This is significantly higher

than the national average of 86.9%

2

.

Care revenue represented 86.8% of

total operating revenue.

Operating expenses were up 5.1% driven

by the Equal Pay settlement that became

effective in July 2017.

With net debt of $118.1m, as at 30

November 2017, our gearing remains

conservative with net debt to net debt

plus equity of 18.7%.

Operating Review

We have embarked on an extensive

programme of capital works as a key

strategy to support our core purpose

which is to provide high quality aged

care services and retirement facilities

throughout New Zealand. We consider

our development projects as not just

bricks and mortar, but an opportunity to

continually improve our design and core

care services for our residents.

CHAIR AND CEO’S REPORT

It was especially pleasing in September

to be recognised by our industry peers

as the leading provider of aged care in

New Zealand with Oceania winning the

supreme award for Overall Excellence in

Care by the NZ Aged Care Association

for the third year in a row.

Care

There are strong underlying demographic

trends in the aged care sector, however

we operate in a competitive market. In

order to maintain our industry leading

reputation, we need to ensure that we

are innovative and constantly focused

on improving our customer experiences.

A core component of our aged care

delivery is the provision of nutritious

food and quality dining experiences for

our residents. In July this year we won

the Best Food in Aged Care award at

the national Senior Lifestyle Cuisine

competition against other top aged care

facilities around the country for the third

year in a row.

Our new clinical information system

is on track for implementation in 2018.

This system will significantly enhance

the way we organise the delivery of

care services to our residents whilst

also streamlining our compliance

requirements. The rollout of this system

is made possible by our investment last

year in wireless connectivity across all

our sites.


After a successful trial at our Lady Allum

site in Milford, we are rolling out the

Oceania “I Love Music” programme

across all our sites. This programme is an

innovative way to connect residents with

the meaningful tunes of their younger

years by providing them with an iPod

loaded with their own unique music

playlist. We are seeing amazing results in

the health and happiness of our residents

with this programme.

Aged care is a highly regulated industry

and all of our facilities require certification

by the Ministry of Health to ensure they

meet the required operational standards.

We are pleased to report that 25% of

our care sites have now achieved the

maximum certification period possible

of four years with the remainder of our

sites holding a three year certification.

Chair and

Chief Executive Officer’s

Report

1

This is a non-GAAP measure.

2

For the quarter ended Sept 17 – Source: NZACA

07Oceania Healthcare

|

Interim Report 2018

06Oceania Healthcare

|

Interim Report 2018

Development Progress
Our comprehensive programme of

capital works continues to progress on

time and on budget. All construction

works that were forecast to be

completed this financial year have either

already been completed or are well on

track to be completed by the end of

January 2018.

The construction of the apartments in

Stage 3 at Meadowbank, Auckland will

be practically completed in January.

This stage consists of 62 independent

living apartments with a vast new village

community centre, as well as 30 new

luxury care suites. The first residents

will move in during February 2018.

A further 25 new villas have been

completed at Elmwood, Auckland on

neighbouring land that we purchased

two years ago, and residents began

moving into their new villas in November.

Construction of another phase of 10 new

villas at our Stoke Village, Nelson was

completed in December 2017 with the

first residents expected to occupy their

villas in January.

Construction is also progressing

according to programme for those

projects that are expected to complete

in the 2019 financial year.

The construction of 81 new care suites at

Melrose, Tauranga is progressing well

with completion scheduled for

CHAIR AND CEO’S REPORTCHAIR AND CEO’S REPORT

September 2018. The design of the

next phase at Melrose, consisting of

72 independent living apartments with

full community facilities, has been

completed and the project is now in

the building consent phase.

The basement level and ground works

of our Auckland waterfront site in

Browns Bay, The Sands (formerly

Maureen Plowman), is now complete.

This unrivalled location will feature

64 independent living apartments and

44 luxury care suites.

The fourth stage at Meadowbank, the

construction of a further 49 apartments

and 32 luxury care suites, commenced

in September and is expected to be

complete in May 2019.

The construction of a further four villas

at Wharerangi, Taupo was commenced

in early October to complement the

villa development that was completed

in May 2016, and all four villas already

have presale applications on them.

This popular site very near the lakefront

in Taupo will have a 47 bed care facility

and 22 retirement village units once

completed.

The construction of 90 new care suites

at Trevellyn, Hamilton has commenced

in January 2018 as stage 1 of the

redevelopment of this 2.4ha site

overlooking the river and less than 2 km

from town.

Meadowbank Village, Auckland

Elmwood Village, Auckland

09

Oceania Healthcare

|

Interim Report 2018

08Oceania Healthcare

|

Interim Report 2018

Resource consent was issued in August
2017 for our Windermere site in Papanui,

Christchurch. This consent is for the

construction of a boutique development

of 68 independent living apartments and

60 luxury care suites.

Resource consent applications were also

lodged for the construction of new villas

at Gracelands and an extended care

facility and apartments at Eversley, both

in Hastings.

As part of our aged care growth

strategy to enhance the number of

beds that can be sold under occupation

rights agreements, we have converted

CHAIR AND CEO’S REPORTCHAIR AND CEO’S REPORT

44 rooms and units into care suites since

June 2017 and will convert further rooms

and studios at Elmwood, Heretaunga,

Atawhai and St Johns Wood over the

remainder of the 2018 financial year.

We have also commenced all

remediation work identified in the Cove

Kinloch report commissioned before our

IPO and will complete these before the

end of the financial year.

Acquisition

In August we purchased 2,668m

2

of land

adjacent to our existing Mt Eden facility.

Our intention is to add to our existing

luxury care suite and independent

apartment offering of 67 suites and

40 apartments in this highly sought

after location.

We have also entered into an

unconditional agreement to acquire

8,945m

2

of vacant land in Waimarie St,

St Heliers, Auckland which has wide

views over Auckland's harbour.

Our People

In July we implemented the new pay

structure for healthcare assistants

announced by the Government as part

of the equal pay settlement which

recognises the incredible contribution

our people make to caring for the elderly.

The increase in wage cost is in line with

our forecast for 2018.

As part of our ongoing commitment

to building the competencies of our

people, our new Step Up learning and

development programme for Leaders

has had a number of facility managers

complete the course so far this year.

Caring for the safety of our teams is just

as important as caring for our residents.

Our new moving and handling training

programme continues to be a focus

along with our injury management

processes.

Interim Dividend

The Board has declared an interim

dividend of $12.7m, or 2.1 cents per share

(not imputed), to be paid on 20 February

2018. The record date for entitlement is

13 February 2018.

The Sands, Auckland

Yours sincerely

Elizabeth Coutts

Chair, Oceania Healthcare Limited

Earl Gasparich

Chief Executive Officer

Melrose Village, Tauranga

11

Oceania Healthcare

|

Interim Report 2018

10Oceania Healthcare

|

Interim Report 2018

13Oceania Healthcare
|

Interim Report 2018

12Oceania Healthcare

|

Interim Report 2018

Directors’ Report

30 November 2017

The Board has pleasure in presenting the interim report of Oceania Healthcare

Limited and its subsidiaries, incorporating the consolidated interim financial

statements and the independent review report, for the six months ended

30 November 2017.

The Board of Directors of the Company authorised these consolidated interim

financial statements for issue on 25 January 2018.

The consolidated interim financial statements are unaudited.

For and on behalf of the Board

Elizabeth Coutts

Chairman

Hugh William FitzSimons

Director

15Oceania Healthcare
|

Interim Report 2018

14Oceania Healthcare

|

Interim Report 2018

Consolidated Balance Sheet

As at 30 November 2017

$’000 Notes

Unaudited

30 Nov 2017

Audited

31 May 2017

Unaudited

30 Nov 2016

1

Assets

Cash and cash equivalents6,24810,8612,127

Trade and other receivables15,13411,30211,656

Property, plant and equipment

3.3

279,154267,972244,544

Investment property

3.1

681,261611,016562,944

Intangible assets17,33517,05317,329

Total assets999,132918,204838,600

Liabilities

Trade and other payables27,71927,48023,576

Derivative financial instruments420283-

Deferred management fee

3.2

18,84519,53418,890

Refundable occupation right agreements

3.2

290,781282,904266,695

Borrowings

4.3

123,81095,242275,764

Deferred tax liabilities

5.1

26,65324,80829,709

Total liabilities488,228450,251614,634

Net assets510,904467,953223,966

Equity

Contributed equity

4.1

579,498579,498372,633

Retained deficit(153,366)(195,966)(218,947)

Reserves84,77284,42170,280

Total equity510,904467,953223,966

The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.

1

The 30 November 2016 deferred tax liabilities have been restated. Refer to note 5.1(iv) for details.

Consolidated Statement of Comprehensive Income

For the six months ended 30 November 2017

$’000 Notes

Unaudited

Six months

30 Nov 2017

Unaudited

Six months

30 Nov 2016

1

Operating revenue90,20787,771

Change in fair value of investment property

3.1

34,14732,646

Other income 1,916 1,455

Total income126,270121,872

Employee benefits54,476 51,446

Depreciation and amortisation4,0623,774

Finance costs1,44810,074

Impairment of property, plant and equipment

3.3

(1,118)3,179

Other expenses22,99122,471

Total expenses81,85990,944

Profit before income tax44,41130,928

Income tax expense

5.1

1,890 8,956

Profit for the period 42,52121,972

Other comprehensive income

Items that will not be subsequently reclassified

to profit and loss

Gain on revaluation for the period net of tax

3.3

370 1,881

Items that may be subsequently reclassified

to profit and loss

Movement in interest rate swap net of tax(19)-

Other comprehensive income for the period net of tax

3511,881

Total comprehensive income for the period attributable to

shareholders of the parent42,87223,853


Basic earnings per share (cents per share)

4.2

7.06.5

Diluted earnings per share (cents per share)

4.2

7.06.5

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the

accompanying notes.

1

The 30 November 2016 income tax expense and, as a result, earnings per share have been restated.

Refer to note 5.1(iv) for details.

17Oceania Healthcare
|

Interim Report 2018

16Oceania Healthcare

|

Interim Report 2018

Consolidated Cash Flow Statement

For the six months ended 30 November 2017

$’000

Unaudited

Six months

30 Nov 2017

Unaudited

Six months

30 Nov 2016

Cash flows from operating activities

Receipts from residents for membership fees, village and care fees 78,52181,519

Payments to suppliers and employees(76,070)(74,650)

Receipts from new occupation right agreements34,41131,345

Payments for outgoing occupation right agreements(18,550) (16,685)

Interest received72 62

Interest paid(1,325) (8,801)

Net cash inflow from operating activities17,05912,790

Cash flows from investing activities

Proceeds from sale of property, plant and equipment and

investment property165-

Payments for property, plant and equipment and intangible assets(14,278) (8,698)

Payments for investment property and investment property

under development(34,645) (21,026)

Net cash inflow from investing activities(48,758) (29,724)

Cash flows from financing activities

Proceeds from borrowings44,81231,644

Repayment of borrowings(17,726) (16,687)

Net cash inflow from financing activities27,08614,957

Net decrease in cash and cash equivalents(4,613) (1,977)

Cash and cash equivalents at the beginning of the period10,861 4,104

Cash and cash equivalents at end of period6,2482,127

The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.

Consolidated Statement of Changes in Equity

For the six months ended 30 November 2017

$’000 Notes

Contributed

equity

Retained

deficit

Asset

revaluation

reserve

Interest

rate swap

reserve

Total

equity

Balance at 1 June 2016 (audited)372,633(240,988)68,399-200,044

Profit for the period

1

-21,972--21,972

Other comprehensive income

Revaluation of assets net of tax

3.3- -1,881-1,881

Total comprehensive income- 21,9721,881-23,853

Transactions with owners

Employee share scheme

4.1

-69--69

Total transactions with owners-69- -69

Balance as at 30 November

2016 (unaudited) 372,633(218,947)70,280-223,966

Balance at 1 June 2017 (audited)579,498(195,966)84,603(182)467,953

Profit for the period - 42,521 - -42,521

Other comprehensive income

Revaluation of interest rate swaps

net of tax---(19)(19)

Revaluation of assets net of tax

3.3 - -370-370

Total comprehensive income - 42,521370(19)42,872

Transactions with owners

Employee share scheme

4.1-79--79

Total transactions with owners-79 - -79


Balance as at 30 November

2017 (unaudited)579,498(153,366)84,973(201)510,904

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying

notes.

1

The 30 November 2016 profit for the period has been restated. Refer to note 5.1(iv) for details.

19Oceania Healthcare
|

Interim Report 2018

18Oceania Healthcare

|

Interim Report 2018

Notes to the Interim Financial Statements

For the six months ended 30 November 2017

1. General Information

1 General Information Page

1.1 Basis of Preparation 20

1.2 Accounting Policies 22


2 Operating Performance

2.1 Operating Segments 23


3 Property Assets

3.1 Investment Property 28

3.2 Refundable Occupation Right Agreements 34

3.3 Property, Plant and Equipment 35


4 Shareholders‘ Equity and Funding

4.1 Shareholder Equity and Reserves 37

4.2 Earnings Per Share 39

4.3 Borrowings 40


5 Other Disclosures

5.1 Income Tax 41

5.2 Contingencies and Commitments 45

5.3 Events After Balance Date 45

Consolidated Cash Flow Statement (Continued)

For the six months ended 30 November 2017

Reconciliation of profit after income tax to net cash inflow from operating activities

$’000 Notes

Unaudited

Six months

30 Nov 2017

Unaudited

Six months

30 Nov 2016

Profit after income tax for the period42,52121,972

Non cash items

Deferred management fee accrued but not settled(9,554)(8,166)

Depreciation and amortisation4,062 3,774

Impairment of goodwill - 303

Net gain on disposal of property, plant and equipment- (3)

Fair value adjustment to investment property

3.1

(34,147)(32,646)

(Reversal of Impairment) / impairment of property, plant

and equipment

3.3(1,118)3,179

Bad and doubtful debt (benefit) (152) (14)

Interest charged but not paid112 1,308

Residents share of resale gains511 666

Movement in deferred tax

5.11,8908,956

Other non cash items 196 (567)

(38,200)(23,210)

Cash items

Receipts from new occupation right agreements34,41131,345

Payments for outgoing occupation right agreements(18,550)(16,685)

15,86114,660

Increase in operating assets and liabilities

(Increase) / decrease in trade and other receivables(3,969)524

Increase / (decrease) in trade and other payables846 (1,156)

Net cash inflow from operating activities17,05912,790

The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.

21Oceania Healthcare
|

Interim Report 2018

20Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

1.1. Basis of Preparation (Continued)

The consolidated interim financial statements do not include all the notes of

the type normally included in the consolidated annual financial statements.

Accordingly, these consolidated interim financial statements are to be read in

conjunction with the consolidated annual financial statements for the year

ended 31 May 2017, prepared in accordance with New Zealand Equivalents to

International Financial Reporting Standards (‘NZ IFRS’).

The consolidated interim financial statements for the six months ended

30 November 2017 and comparatives for the six months ended 30 November

2016 are unaudited. The consolidated financial statements for the year ended

31 May 2017 were audited and form the basis for the comparative figures for

that period in these statements. They are presented in New Zealand dollars

which is the Group‘s presentational currency.

Where a change has been made to the presentation of the consolidated

financial statements to that used in prior periods, comparative figures have

been restated accordingly. A change in presentation has been made to the

income tax note to separately disclose the reconciliation of current tax and

deferred tax to provide clearer disclosure to the reader. Refer to note 5.1.

Where necessary, certain comparative information has been restated to

reflect the tax impact of a reclassification of certain depreciable property

assets. Refer to note 5.1(iv) for details.

The consolidated financial statements have been prepared in accordance

with the going concern basis of accounting, which assumes that the Group

will be able to realise its assets and discharge its liabilities in the normal

course of business as they come due into the foreseeable future.

(iii) Key estimates and judgements

The preparation of financial statements in conformity with IAS 34 and NZ IAS 34

requires the use of certain critical accounting estimates. It also requires

management to exercise their judgement in the process of applying the

Group‘s accounting policies.

The Group makes estimates and assumptions concerning the future. The

resulting accounting estimates will, by definition, seldom equal the related

actual results. Estimates and judgements are continually evaluated and are

based on historical experience and other factors, including expectations of

future events that are believed to be reasonable under the circumstances.

1. General Information

1.1. Basis of Preparation

(i) Entities reporting

The interim financial statements of the ‘Consolidated’ or ‘Group’ entity are

for the economic entity comprising Oceania Healthcare Limited and its

subsidiaries, together ‘the Group’. Refer to the 31 May 2017 annual report

for details of the Group structure.

The consolidated interim financial statements incorporate the assets and

liabilities of all subsidiaries of Oceania Healthcare Limited as at 30 November

2017 and the results of all subsidiaries for the six months then ended.

The Group owns and operates various rest homes and retirement villages

around New Zealand. The Group’s registered office is Affinity House,

2 Hargreaves Street, St Mary‘s Bay, Auckland 1011, New Zealand.

The consolidated entity is designated as a profit oriented entity for financial

reporting purposes.

(ii) Statutory base

Oceania Healthcare Limited is a limited liability company which is domiciled

and incorporated in New Zealand. It is registered under the Companies Act

1993 and is a FMC Reporting Entity in terms of Part 7 of the Financial Markets

Conduct Act 2013. The Company is also listed on the NZX Main Board (‘NZX’)

and the Australian Securities Exchange (‘ASX’) as a foreign exempt listing.

The Group financial statements have been prepared in accordance with the

requirements of the NZX and ASX listing rules, and Part 7 of the Financial

Markets Conduct Act 2013.

The Group interim financial statements have been prepared in accordance

with New Zealand Generally Accepted Accounting Practice (‘NZ GAAP’). They

comply with New Zealand Equivalent to International Accounting Standard 34

(‘NZ IAS 34’) and International Accounting Standard 34 Interim Financial

Reporting (‘IAS 34’).

The accounting policies that materially affect the measurement of the

Statement of Comprehensive Income, Balance Sheet and the Cash Flow

Statement have been applied on a basis consistent with those used in the

audited financial statements for the year ended 31 May 2017.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

23Oceania Healthcare
|

Interim Report 2018

22Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

2. Operating Performance

2.1. Operating Segments

The Group‘s chief operating decision-maker is the Board of Directors.

The operating segments have been determined based on the information

reviewed by the Board of Directors for the purposes of allocating resources

and assessing performance. The assets and liabilities of the Group are reported

to the chief operating decision-maker in total and are not allocated by

operating segment.

The Group comprises two segments, care operations and village operations,

and operates in New Zealand. There have been no changes to the segments

from those disclosed in the 31 May 2017 financial statements.

Information regarding the operations of each reportable segment is included

below. Amongst other criteria, performance is measured based on segmental

underlying earnings before interest, tax, depreciation and amortisation

(‘EBITDA’); being the most relevant measure in evaluating the performance of

segments relative to other entities that operate within the aged care and

retirement village industries.

Additional segmental reporting information

Capital expenditure: Refer to notes 3.1 and 3.3 for details on capital

expenditure. Chattels, freehold land and buildings, including related property

held for development, classified as property, plant and equipment principally

relate to care operations. Investment property assets principally relate to village

operations. Capital expenditure on intangibles and other property, plant and

equipment are unallocated to these segments.

Goodwill: Goodwill is allocated to Care Cash Generating Units.

Underlying Profit: Underlying Profit is a non-GAAP measure used by the Group

to monitor financial performance and determine dividend distributions.

Underlying measures require a methodology and a number of estimations

to be approved by Directors in their preparation. Both the methodology and

the estimations may differ among companies in the retirement village sector

that report underlying financial measures. Underlying profit is a measure of

financial performance and does not represent business cash flow generated

during the period.

1.1. Basis of Preparation (Continued)

The areas involving a higher degree of judgement or complexity, or areas

where assumptions and estimates are significant to the financial statements

are disclosed in the following notes:

– Fair value of investment property and investment property under

development (note 3.1)

– Classification of accommodation with a care or service offering

(notes 3.1 and 3.3)

– Fair value of freehold land and buildings (note 3.3)

– Revenue recognition of deferred management fee (refer 31 May 2017

annual report note 3.2)

– Recognition of deferred tax (note 5.1).

1.2. Accounting Policies

(i) New and amended standards adopted by the Group

There are no new standards or amendments to existing standards effective

for the financial period ended 30 November 2017.

(ii) Measurement of fair value

The Group classifies its fair value measurement using the fair value hierarchy

that reflects the significance of the inputs used in making the measurements.

The fair value hierarchy has the following levels.

Level 1: Quoted prices (unadjusted) in active markets for the identical assets

or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are

observable for the asset or liability, either directly (i.e. as prices) or

indirectly (i.e. derived from prices).

Level 3: Inputs for the asset or liability that are not based on observable

market data (unobservable inputs).

The carrying amount of all financial assets and liabilities is considered to

approximate to their fair value.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

25Oceania Healthcare
|

Interim Report 2018

24Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

2.1. Operating Segments (Continued)

– An apportionment of land value based on the gross floor area of the ORA

units and care suites developed. The value for Brownfield

2

development land

is the estimated fair value of land at the time a change of use occurred

3

(from

operating as a care facility or retirement village to a development site), as

assessed by an external independent valuer. Greenfield

4

development land

is valued at historical cost; and

– Capitalised interest costs to the date of project completion apportioned

using the gross floor area of ORA units and care suites developed.

Development costs do not include:

– Construction, land (apportioned on a gross floor area basis) and interest

costs associated with common areas and amenities or any operational or

administrative areas.

The Directors‘ estimate of development margin for conversions is calculated

based on the difference between the ORA licence payment received on the

settlement of sales of newly converted ORA units and care suites and the

associated conversion costs. Conversion costs comprise:

– In the case of conversion of care beds to care suites, the actual

refurbishment costs incurred; and

– In the case of conversions of rental units to ORA units, the actual

refurbishment costs incurred and the fair value of the rental unit prior

to conversion.

2

Brownfield land refers to land previously utilised by, or part of, an operational aged care facility or retirement

village.

3

The timing of a change of use is a Directors‘ estimate. It is based on a range of factors including evidence of

steps taken to secure a resource consent and/or building consent for a particular development or stage of a

development and the decommissioning of existing operations (either through the buy-back of existing village

ORA units or decommissioning of an existing care facility). Note the cost of buybacks is not included in the

development cost as an independent fair value of the land on an unencumbered basis is used as the value

ascribed to the development land.

4

Greenfield land refers to land not previously utilised by, or as part of, an operational aged care facility or

retirement village. Greenfield land is typically bare (undeveloped) land at the time of purchase.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

2.1. Operating Segments (Continued)

Oceania calculates Underlying Profit by making the following adjustments

to Net Profit after Tax:

– Removing the change in fair value of investment properties and any

impairment or reversal of impairment of property, plant and equipment;

– Removing any impairment of goodwill;

– Removing any loss on disposal of chattels from the decommissioning of

development sites;

– Adding back the Directors‘ estimate of realised gains on occupation right

agreement (‘ORA’) units and care suites

1

;

– Adding back the Directors‘ estimate of realised development margin on the

cash settlement of the first sale of new ORA units or care suites following the

development, or conversion of an existing care bed to a care suite or

conversion of a rental unit to an ORA unit; and

– Adding back the deferred taxation component of taxation expense so that

only current tax expense is reflected.

Resale gain

The Directors‘ estimate of realised gains on resales of ORA units and care suites

is calculated as the net cash flow received by the Group on the cash settlement

of the resale of pre-existing ORAs (i.e. the difference between the ORA licence

payment received from the incoming resident and the ORA licence payment

previously received from the outgoing resident).

Development margin

The Directors‘ estimate of realised development margin is calculated as the

cash received on settlement of the first sale of new ORA units and care suites

less the development costs associated with developing the ORA units and

care suites. The development costs include:

– Construction costs directly attributable to the relevant project, including

any required infrastructure (e.g. roading) and amenities related to the units

(e.g. landscaping) as well as any demolition and site preparation costs

associated with the project. The costs are apportioned between the ORA

units and care suites, in aggregate, using estimates provided by the project

quantity surveyor. The construction costs for the individual ORA units or care

suites sold are determined on a prorated basis using gross floor areas of the

ORA units and care suites;

1

Units and care suites sold under an Occupation Right Agreement.

1
The 30 November 2016 income tax expense has been restated. Refer to note 5.1(iv) for details.

27Oceania Healthcare

|

Interim Report 2018

26Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

2.1. Operating Segments (Continued)

$’000

Care

Operations

Village

OperationsOtherTotal

Six months ended 30 November 2016

unaudited

Operating revenue77,76210,009 - 87,771

Other income3674575691,393

Revaluation of investment property - 32,646 - 32,646

Total income78,12943,112569121,810

Operating expenses(59,843)(5,749)(8,139)(73,731)

Impairment of goodwill (186)- - (186)

Impairment of property, plant and

equipment

(3,179)

- - (3,179)

Segment EBITDA14,92137,363(7,570)44,714

Interest income-65662

Finance costs - - (10,074)(10,074)

Depreciation and amortisation (3,489) - (285)(3,774)

Profit before income tax11,43237,369(17,873)30,928

Taxation benefit / (expense)

1

77(9,961)928(8,956)

Profit for the period attributable

to shareholders11,50927,408(16,945)21,972

Adjusted for underlying profit items

Add / (Less): Change in fair value of

investment property and impairment of

property, plant

and equipment3,179(32,646)-(29,467)

Add: Impairment of goodwill186--186

Add: Realised gain on resale-6,429-6,429

Add: Realised development margin-944-944

Underlying net profit before tax14,8742,135(16,945)64

Add: Deferred tax (benefit) / expense

1

(77)9,961(928)8,956

Underlying net profit after tax14,79712,096(17,873)9,020

Less: Interest income-(6)(56)(62)

Add: Finance costs--10,07410,074

Add: Depreciation and amortisation3,489-2853,774

Underlying EBITDA18,28612,090(7,570)22,806

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

2.1. Operating Segments (Continued)

$’000

Care

Operations

Village

OperationsOtherTotal

Six months ended 30 November 2017

unaudited

Operating revenue79,26010,947-90,207

Other income6715895841,844

Revaluation of investment property-34,147-34,147

Total income79,93145,683584126,198

Operating expenses(63,523)(5,957)(7,987)(77,467)

Reversal of impairment of property, plant

and equipment1,118--1,118

Impairment of goodwill----

Segment EBITDA17,52639,726(7,403)49,849

Interest income296172

Finance costs - - (1,448)(1,448)

Depreciation and amortisation(3,796) - (266)(4,062)

Profit before income tax13,73239,735(9,056)44,411

Taxation (expense) / benefit(1,553)1,104(1,441)(1,890)

Profit for the period attributable

to shareholders12,17940,839(10,497)42,521

Adjusted for underlying profit items

Less: Change in fair value of investment

property and reversal of impairment of

property, plant and equipment(1,118)(34,147)-(35,265)

Add: Impairment of goodwill----

Add: Loss on disposal of chattels at

decommissioned sites----

Add: Realised gain on resale-6,664-6,664

Add: Realised development margin-4,078-4,078

Underlying net profit before tax11,06117,434(10,497)17,998

Add: Deferred tax expense / (benefit)1,553(1,104)1,4411,890

Underlying net profit after tax12,61416,330(9,056)19,888

Less: Interest income(2)(9)(61)(72)

Add: Finance costs--1,4481,448

Add: Depreciation and amortisation3,796-2664,062

Underlying EBITDA16,40816,321(7,403)25,326

29Oceania Healthcare
|

Interim Report 2018

28Oceania Healthcare

|

Interim Report 2018

29Oceania Healthcare

|

Interim Report 2018

28Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

3.1. Investment Property (Continued)

Investment property includes both freehold land and buildings and land and

buildings under development, comprising independent units, certain care

suites, serviced apartments and common facilities, provided for use by

residents under the terms of an ORA. Investment property is held for long-term

yields and is not occupied by the Group.

Completed investment property

The fair value of completed investment property is based on an industry

accepted valuation model applied to the expected future cash flows to derive

a net present value.

As required by NZ IAS 40 ‘Investment Property’, the fair value as determined

by the independent valuer is adjusted for assets and liabilities already

recognised in the Balance Sheet which are also reflected in the discounted

cash flow model.

CBRE Limited performed a ‘roll forward’ of the valuation of completed

investment property that was completed at 31 May 2017 for the period from

1 June 2017 to 31 October 2017 for all sites. This involved the Group confirming

the movements in the sales, resales and repurchases of ORA‘s during the

period, an assessment by the valuer of the general market conditions and the

impact of the changes, where appropriate, in the completed value of

investment properties. The ‘roll forward’ provides an assessment by the valuer

of the financial impact of the changes for the five month period since the most

recent full valuation as at 31 May 2017. CBRE Limited, independent registered

valuers and associates of the New Zealand Institute of Valuers, will perform a

full valuation for the year ended 31 May 2018.

The CBRE Limited valuation is reviewed by management for accuracy of inputs

and reasonableness of assumptions.

The CBRE Limited valuation has been adjusted by management for the impact

of any sales, resales and repurchase of ORA‘s between 1 November 2017 and

30 November 2017 to arrive at the fair value of completed investment

properties at 30 November 2017.

Based on information available the Directors do not expect a material valuation

movement in investment property under development in the interim period

and so no external valuation has been sought with relation to the 30 November

2017 balance date except as it relates to the Meadowbank facility where land

relating to the practically completed development has been valued and

transferred to completed investment property.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

3. Property Assets

3.1. Investment Property

$’000 Notes

Unaudited

30 Nov 2017

Audited

31 May 2017

Unaudited

30 Nov 2016

Investment property under

development at fair value

Opening balance79,48648,311 48,311

Transfer from property, plant and

equipment

3.3

37612,944 13,949

Capitalised expenditure32,72029,13112,301

Capitalised interest1,1342308

Disposals(57)--

Transfer within investment property(57,723) (14,915) (14,915)

Change in fair value during the period-3,7854,369

Closing balance55,93679,48664,023

Completed investment property at fair

value

Opening balance531,530447,560447,560

Transfer within investment property57,723 14,915 14,915

Transfer to property, plant and

equipment

3.3

- (2,981) -

Capitalised expenditure1,92518,4298,105

Capitalised interest-23265

Disposals-(1)(1)

Change in fair value during the period34,14753,37628,277

Closing balance625,325531,530498,921

Total investment property681,261611,016562,944

Change in Fair Value Recognised in the Statement of Comprehensive Income

$’000

Unaudited

30 Nov 2017

Unaudited

30 Nov 2016

Increase in fair value of investment property70,24567,073

Less: Transfers during the period(376) (13,949)

Less: Capitalised expenditure including capitalised interest(35,779)(20,479)

Plus: Disposals571

Change in fair value recognised in Statement of

Comprehensive Income34,14732,646

31Oceania Healthcare
|

Interim Report 2018

30Oceania Healthcare

|

Interim Report 2018

31Oceania Healthcare

|

Interim Report 2018

30Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

3.1. Investment Property (Continued)

Property specific assumptions

Seismic and weather tightness assessments

The CBRE Limited valuation, and accordingly the fair value of investment

property, incorporates the findings of independent seismic strength

engineering assessments conducted by MSC Consulting Group Ltd (‘MSC’),

based on visual inspections and by applying the guidelines recommended

by the New Zealand Society for Earthquake Engineering. The CBRE Limited

valuation also incorporates the estimated costs to address weather tightness at

certain sites. These estimated costs are based on management budgets which

utilise building condition reports completed by CoveKinloch New Zealand

Limited in February 2017. Based on further investigation and updated project

budgets these estimated costs have been reduced by $1.13m since 31 May 2017

in arriving at the 30 November 2017 valuation.

Key accounting estimates and judgements

Introduction

All investment properties have been determined to be Level 3 in the fair value

hierarchy as the fair value is determined using inputs that are unobservable.

Classification of accommodation with a care or service offering

Where services are provided to residents who occupy accommodation under

an ORA it is the Group‘s policy to look at how consequential, or significant,

these are in the context of the overall revenue/income derived from the

accommodation in ascertaining whether the accommodation is land and

buildings (referred to as property, plant and equipment) or investment

property. Whether the level of service provided is significant is an area

of judgement.

It is the Group‘s policy to review sites that provide accommodation that is

subject to an ORA and also incorporates a provision to receive services on

a case by case basis, where this type of accommodation is significant in the

context of the site‘s overall capacity.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

3.1. Investment Property (Continued)

Investment property under development

Investment property under development as at 30 November 2016 was valued

by CBRE Limited as a material movement from the 31 May 2016 value was

expected at that time.

The Group has applied the following methodology in relation to the measurement

of investment property under development as at 30 November 2017:

Practical completion not achieved

Where the development still requires substantial work such that practical

completion is not going to be achieved, and a reliable estimate of fair value

cannot be made, at or close to balance date, the fair value recognised is the fair

value of the development land as determined by CBRE Limited at 31 May 2017

plus the cost of any work in progress, an amount of $53.0m as at 30 November

2017 (31 May 2017: $32.2m, 30 November 2016: $15.3m), in relation to these

development sites. Any developments completed in the period have been

transferred to investment property.

Where an individual development is of both investment property and freehold

buildings in nature, the fair value of land is apportioned between investment

property under development and freehold land and buildings under

development, by applying the estimated gross floor area for these respective

areas of the development based on information obtained from external

Quantity Surveyors at the planning and design stages. Any work in progress

is allocated in line with the budgeted cost to build.

Practical completion achieved

Where a development is practically completed, or likely to be completed at,

or close to, balance date the investment property is transferred to completed

investment property and measured at its completed fair value as determined by

CBRE Limited with an adjustment made for any estimated costs, in accordance

with the project budget, to be incurred to complete the development.

33Oceania Healthcare
|

Interim Report 2018

32Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

3.1. Investment Property (Continued)

Other relevant information

The valuation of investment property is adjusted for cashflows relating to

refundable occupation licence payments, residents‘ share of resale gains and

management fee receivable recognised separately on the Balance Sheet and

also reflected in the valuation model.

A reconciliation between the valuation and the amount recognised on the

Balance Sheet as investment property is as follows:

$’000

Unaudited

30 Nov 2017

Audited

31 May 2017

Unaudited

30 Nov 2016

Completed investment property

Valuation339,639252,706 234,377

Plus: Refundable occupation licence payments326,617315,425298,783

Plus: Residents‘ share of resale gains9,5069,7708,790

Less: Management fee receivable(50,188)(46,150) (42,781)

Less: Resident obligations for units not included

in valuation (249)(221) (248)

625,325531,530 498,921

Investment property under development

Fair value of investment property under

development55,93679,486 64,023

55,93679,486 64,023

Total investment property at fair value681,261611,016562,944

33Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

3.1. Investment Property (Continued)

The Group applies the following principles when ascertaining the appropriate

accounting treatment to be applied:

Scenario Consideration of Significance of Cashflows Classification

Additional Services are

optional (whether or not

the unit is certified for

Aged Related Residential

Care (‘ARRC’)).

Qualitatively the business model is the

provision of retirement accommodation.

Investment

property

Services are compulsory

but an insignificant portion

of total revenue from

the unit.

Quantitatively insignificant (a guideline of

under 20% of total revenue is adopted) and

qualitatively the business model is the provision

of retirement accommodation.

Investment

property

Services are compulsory

and a significant portion of

the total revenue derived

from the unit.

Quantitatively significant. Qualitatively the

business model is the provision of care.

Property,

plant and

equipment

Full ARRC funded care

is compulsory for that

unit/bed.

Qualitatively the business model is the

provision of care. Quantitative assessment

not relevant as price of accommodation (and

therefore deferred management fee) does not

change overall purpose of the accommodation.

Property,

plant and

equipment

32Oceania Healthcare

|

Interim Report 2018

35Oceania Healthcare
|

Interim Report 2018

34Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

3.3. Property, Plant and Equipment

$’000

Freehold

Land

Freehold

Buildings

Freehold Land

and Buildings

Under

Development

Chattels and

Leasehold

ImprovementsTotal

At 30 Nov 2016 (unaudited)

Cost- - - 44,00344,003

Valuation69,765141,33918,393- 229,497

Accumulated depreciation

- - - (28,956)(28,956)

Net book amount

69,765 141,33918,39315,047244,544

At 31 May 2017 (audited)

Cost - - - 46,750 46,750

Valuation72,045153,46827,806 - 253,319

Accumulated depreciation

- - - (32,097)(32,097)

Net book amount

72,045153,46827,80614,653267,972

At 30 Nov 2017 (unaudited)

Cost---44,36644,366

Valuation73,245167,61824,078-264,941

Accumulated depreciation---(30,153)(30,153)

Net book amount73,245167,61824,07814,213279,154

Key accounting estimates and judgements

All land and buildings have been determined to be Level 3 in the fair value

hierarchy as the fair value is determined using inputs that are unobservable.

Valuation process and key inputs

The Group‘s land and buildings and land and buildings under development

were revalued on 31 May 2017 by independent registered valuers CBRE

Limited. CBRE Limited are appropriately qualified with experience of valuing

residential aged care and retirement village properties in New Zealand.

35Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

3.2. Refundable Occupation Right Agreements

$’000

Unaudited

30 Nov 2017

Audited

31 May 2017

Unaudited

30 Nov 2016

Village

Refundable occupation licence payments 326,617315,425 298,783

Residents share of resale gains9,5069,770 8,790

Less: Management fee receivable (per contract)(68,412)(64,856) (61,155)

267,711260,339246,418

Care Suites

Refundable occupation licence payments29,39028,285 24,475

Accommodation rebate610575 491

Less: Management fee receivable (per contract)(6,930)(6,295) (4,689)

23,07022,56520,277

Total refundable occupation right agreements290,781282,904266,695

The management fee receivable is recognised in accordance with the terms of

the resident‘s occupation right agreement.

Reconciliation of management fees recognised under IFRS and

per ORA terms

$’000

Unaudited

30 Nov 2017

Audited

31 May 2017

Unaudited

30 Nov 2016

Village

Management fee receivable (per contract)68,41264,85661,155

Deferred management fee(18,224)(18,706)(18,374)

Management fee receivable (per IFRS)50,18846,15042,781

Care Suites

Management fee receivable (per contract)6,9306,2954,689

Deferred management fee(621)(828)(516)

Management fee receivable (per IFRS)6,3095,4674,173

34Oceania Healthcare

|

Interim Report 2018

37Oceania Healthcare
|

Interim Report 2018

36Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

3.3. Property, Plant and Equipment (Continued)

The CBRE Limited valuation at 31 May 2017 incorporated the estimated costs to

address weather tightness at certain sites based on building condition reports

completed by CoveKinloch New Zealand Limited in February 2017. Based on

further investigation and updated project budgets the 31 May 2017 valuation

has been adjusted by management for the reduction in the estimated costs of

$1.68m since 31 May 2017 in arriving at the 30 November 2017 valuation.

Finance leases

The Group leases various equipment and motor vehicles under finance

lease agreements. The lease terms are between 3 and 6 years and have

a net book value as at 30 November 2017 of $5.8m (31 May 2017: $7.3m,

30 November 2016: $6.1m).

4. Shareholders’ Equity and Funding

4.1. Shareholder Equity and Reserves

Shares

Unaudited

30 Nov 2017

Audited

31 May 2017

Unaudited

30 Nov 2016

Share capital

Authorised, issued and fully paid up capital610,254,535610,254,535 340,213,420

Total contributed equity610,254,535610,254,535 340,213,420

Movements

Opening balance of ordinary shares issued610,254,535340,213,420 340,213,420

Subscription for shares (Oceania

Healthcare Holdings Limited)-13,712,002-

Subscription for shares (IPO)-253,164,557-

Shares issued for long term incentive plan-3,164,556-

Closing balance of ordinary shares issued610,254,535610,254,535 340,213,420

37Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

3.3. Property, Plant and Equipment (Continued)

The valuation comprises land, improvements, chattels and goodwill. The fair

value of land and buildings is determined by CBRE Limited based on the level

of rent able to be generated from the maintainable net cash flow of the facility

subject to average efficient management. Where a decrease in land and

buildings has been recognised below original cost this has been recognised

directly to the Statement of Comprehensive Income. The 31 May 2017

CBRE Limited valuation included $59.1m (31 May 2016: $51.6m) of goodwill.

An additional $2.0m has arisen as at 31 October 2017 on valuation of the

Meadowbank care suites. There is $17.0m (31 May 2016: $17.3m) of goodwill

recognised on acquisition included in these financial statements as an

intangible asset.

When the Group undertakes development of a new site the classification

between freehold land buildings and investment property is reviewed. For

sites with a care facility, including those with care suites, these properties are

classified as freehold land and buildings. For sites with a retirement village the

properties are classified as investment property. Refer to note ‎3.1 for further

information, including the principles applied by the Group in determining

the appropriate apportionment between freehold land, buildings and

investment property.

The Group‘s policy is to revalue all freehold land and buildings, including land

and buildings under development annually. If the Directors expect a material

valuation movement in the interim period a valuation is also sought at this time.

Based on information available the Directors do not expect a material valuation

movement in the interim period and so no external valuation has been sought

with relation to the 30 November 2017 balance date except as it relates to

the construction of new care suite units at the substantially completed

Meadowbank facility.

The fair value of freehold land and buildings, including land and buildings

under development was determined by CBRE Limited at 31 May 2017. This has

been adjusted for the cost of any additions or work in progress incurred, less

any disposals and depreciation recognised since 1 June 2017 to arrive at the

fair value of land and buildings and land and buildings under development at

30 November 2017. Chattels and leasehold improvements are carried at cost

less depreciation.

Freehold development land as at 30 November 2016 was valued by CBRE

Limited as a material movement from the 31 May 2016 value was expected at

that time.

36Oceania Healthcare

|

Interim Report 2018

39Oceania Healthcare
|

Interim Report 2018

38Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

4.1. Shareholder Equity and Reserves (Continued)

Asset revaluation reserve

The asset revaluation reserve is used to record the revaluation of freehold land

and buildings and land and buildings under development.

Interest rate swap reserve

The interest rate swap reserve is used to record gains or losses on instruments

used as cash flow hedges. The amounts are recognised in the Statement of

Comprehensive Income when the hedged transaction affects profit and loss.

4.2. Earnings per Share

Earnings per share

Basic

Basic earnings per share is calculated by dividing the profit after tax of the

Group by the weighted average number of ordinary shares outstanding

during the year.

$’000

Unaudited

30 Nov 2017

Unaudited

30 Nov 2016

Profit after tax ($’000)42,52121,972

1

Weighted average number of ordinary shares outstanding ('000s)604,359337,483

Basic earnings per share (cents per share)7.06.5

Diluted

Diluted earnings per share is calculated by adjusting the weighted average

number of ordinary shares outstanding to assume conversion of all dilutive

potential ordinary shares. As at 30 Nov 2017 there were 1,820,515 shares with

a dilutive effect (31 May 2017: 910,257, 30 November 2016: nil).

$’000

Unaudited

30 Nov 2017

Unaudited

30 Nov 2016

Profit after tax ($’000)42,52121,972

1

Diluted weighted average number of ordinary shares

outstanding (

’000s)605,047337,483

Basic earnings per share (cents per share)7.06.5

39Oceania Healthcare

|

Interim Report 2018

1

The 30 November 2016 profit for the period has been restated. Refer to note 5.1(iv) for details.

The impact on both basic and diluted EPS was a decrease of 0.1 cents per share.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

4.1. Shareholder Equity and Reserves (Continued)

$’000

Unaudited

30 Nov 2017

Audited

31 May 2017

Unaudited

30 Nov 2016

Share capital

Authorised, issued and fully paid up capital579,498579,498372,633

Total contributed equity579,498579,498372,633

Movements

Opening balance of ordinary shares issued579,498372,633372,633

Subscription for shares (Oceania

Healthcare Holdings Limited)-14,398-

Subscription for shares (IPO)-200,000-

Capitalised costs on IPO-(7,533)-

Closing balance of ordinary shares issued579,498579,498372,633

Ordinary shares are classified as equity. Incremental costs directly attributable

to the issue of new shares or options are shown in equity as a deduction, net of

tax, from the proceeds.

All ordinary shares are authorised and rank equally with one vote attached to

each fully paid ordinary share. The shares have no par value.

Recognition and measurement

None of the above issued shares are held by the Company or its subsidiaries

with the exception of shares issued to OCA Employees Trustee Limited, a

subsidiary, on behalf of Oceania employees in relation to a Long Term Incentive

Plan (‘LTIP’).

A total of 5,895,329 shares issued to OCA Employees Trustee Limited and

certain members of the Senior Management Team in respect of the LTIP are

classified as Treasury Shares as the Company has a beneficial interest in the

shares until the vesting conditions are met.

Dividends

On 25 January 2018 an interim dividend of 2.1 cents per share (not imputed)

was declared and will be paid on 20 February 2018 (31 May 2017: nil). The

record date for entitlement is 13 February 2018.

38Oceania Healthcare

|

Interim Report 2018

41Oceania Healthcare
|

Interim Report 2018

40Oceania Healthcare

|

Interim Report 2018


5. Other Disclosures

5.1. Income Tax

$’000

Unaudited

30 Nov 2017

Unaudited

30 Nov 2016

Income tax expense

Current tax--

Deferred tax1,8908,956

1,8908,956

Taxation expense is calculated as follows:

Profit before income tax44,41130,928

Tax at the New Zealand tax rate of 28% 12,4358,660

Adjusted by the tax effect of:

Non-deductible impairment of goodwill

-52

Non-deductible expenditure88375

Capitalised interest deductible for tax(259)(24)

Non assessable revaluation of investment property(9,561)(9,141)

Taxable depreciation(1,862)(1,825)

Accounting depreciation1,0841,026

Non-assessable revaluation of fixed asset(313)890

Adjustment for timing difference of provisions(92)(183)

Other-(74)

Prior period adjustments-3

Losses (utilised) / recognised(1,520)241

Current tax expense

--

Impact of change to held for use for investment property-10,362

1

Impact of movements in investment property(1,098)(315)

Impact of movements in property, plant and equipment 1,311124

Other adjustments157204

Prior period adjustments-(600)

Losses utilised / (recognised)1,520(819)

Deferred tax expense1,8908,956

Income tax expense1,8908,956

41Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

1

The 30 November 2016 balances in respect of the tax effect of investment property and property, plant and

equipment have been restated. Refer to note 5.1(iv).

4.3. Borrowings

$’000

Unaudited

30 Nov 2017

Unaudited

30 Nov 2016

Secured

Bank loans118,55589,430

Capitalised loan costs(519)(627)

Finance leases5,7746,439

Total borrowings123,81095,242

Financing Arrangements

At 30 November 2017, the Group held committed bank facilities with drawings

as follows:

Nov-17May-17

$’000CommittedDrawnCommittedDrawn

General Corporate Facility60,00019,96560,00020,965

Development Facility175,00098,590175,000 68,465

Total235,000118,555235,00089,430

The Group’s revolving Development Facility is utilised to cover costs associated

with current development projects. The revolving General Corporate Facility

represents corporate debt supported by the cash flows of the business as well

as development land for projects not currently funded by the Development

Facility.

Interest on the General Corporate Facility is typically payable quarterly.

Interest on the Development Facility is capitalised and repaid together with

principal using the ORA licence proceeds received upon settlement of initial

sales of newly developed units and care suites. Line fees are payable quarterly

on the committed General Corporate Facility and the Committed Development

Facility.

Finance Lease

Finance lease liabilities relate to the lease of various equipment and motor

vehicles and are effectively secured as the rights to the leased asset revert to

the lessor in the event of default.

40Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

43Oceania Healthcare
|

Interim Report 2018

42Oceania Healthcare

|

Interim Report 2018

5.1. Income Tax (Continued)

Recognition and measurement

No income tax was paid or payable during the period.

Key accounting judgements

(i) Deferred tax on investment property

Deferred tax on investment property is assessed on the basis that the asset

value will be realised through use (‘Held for Use’).

An initial recognition exemption has been applied to newly developed village

sites in accordance with NZ IAS 12.

The Group’s ORA comprises two gross cash flows (being an ORA deposit upon

entering the unit and the refund of this deposit upon exit). In determining the

tax base of investment property, the Group considered whether taxable cash

flows are received at the end of the ORA period (i.e. upon refund of the ORA

deposit by way of set off on exit by a resident) or at the beginning of the ORA

period (i.e. at time of the receipt of the ORA deposit). The Group has carefully

evaluated all the available information and considers it appropriate to recognise

and measure the tax base and associated deferred tax based on the taxable

cash flows being receivable at the end of the ORA period as this best

represents the Group’s contractual entitlement.

Contractually, management fees are received upon refund of the ORA deposit

by way of set off on exit of a unit by a resident.

Should the taxable cash flows of investment property be treated as received

at the beginning of the ORA period an additional deferred tax liability of

$3.7m would be recognised on the Balance Sheet. An additional current

year tax expense of $3.7m and a corresponding reduction in net profit

after tax of $3.7m would also be recognised (31 May 2017: $3.1m,

30 November 2016: $3.2m).

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

43Oceania Healthcare

|

Interim Report 2018

5.1. Income Tax (Continued)

Movement in the deferred tax balance

$’000

Balance


1 June 2017

Recognised

in Income

Statement

Recognised

in Other

Comprehensive

Income

Balance


30 Nov 2017

(unaudited)

Investment property(12,179)1,098-(11,081)

Property, plant and equipment(19,126)(1,311)(72)(20,509)

Provisions and other assets / liabilities4,158(157)1174,118

Tax losses2,339(1,520)-819

Deferred tax liabilities(24,808)(1,890)45(26,653)

$’000

Balance


1 June 2016

Recognised

in Income

Statement

Recognised

in Other

Comprehensive

Income

Balance


31 May 2017

(audited)

Investment property(2,083)(10,096)-(12,179)

Property, plant and equipment(21,357)3,409(1,178)(19,126)

Provisions and other assets / liabilities2,2641,894-4,158

Tax losses -2,268712,339

Deferred tax liabilities(21,176)(2,525)(1,107)(24,808)

$’000

Balance


1 June 2016

Recognised

in Income

Statement

Recognised

in Other

Comprehensive

Income

Balance


30 Nov 2016

(unaudited)

1

Investment property(2,083)(10,047)

1

-(12,130)

Property, plant and equipment(21,357)428423(20,506)

Provisions and other assets / liabilities2,264(156)-2,108

Tax losses -819-819

Deferred tax liabilities(21,176)(8,956)423(29,709)

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

42Oceania Healthcare

|

Interim Report 2018

1

The 30 November 2016 balances in respect of the tax effect of investment property and property, plant and

equipment have been restated. Refer to note 5.1(iv).

45Oceania Healthcare
|

Interim Report 2018

44Oceania Healthcare

|

Interim Report 2018

5.2. Contingencies and Commitments

As at 30 November 2017 the Group had no contingent liabilities or assets

(31 May 2017: nil, 30 November 2016: nil).

At 30 November 2017 the Group has a number of commitments to develop

and construct certain facilities totalling $103.0m (31 May 2017: $41.6m,

30 November 2016: $46.7m).

5.3 Events after Balance Date

On 15 December 2017 the Group entered into an unconditional agreement

to acquire 8,945m

2

of vacant land located at 14-22, 28 and 30 Waimarie Street,

St Heliers, Auckland.

On 25 January 2018 an interim dividend of 2.1 cents per share (not imputed)

was declared and will be paid on 20 February 2018. The record date for

entitlement is 13 February 2018.

There have been no other significant events after Balance Date.

45Oceania Healthcare

|

Interim Report 2018

5.1. Income Tax (Continued)

(ii) Recognition of tax losses

The Group had not recognised any tax losses since the year ended 31 May

2014 in the Balance Sheet as, in prior reporting periods, the Directors

considered it would not be probable that the Group would utilise the tax losses

prior to any change of shareholding continuity. Relevant disclosures were made

in the respective financial statements.

After completing the IPO in May 2017 and following consideration of the

Group‘s capital structure and profitability forecasts, the Directors consider it

appropriate to recognise a portion of the Group‘s available tax losses to the

extent that these are expected to be utilised before any breach of shareholding

continuity, from a change in shareholding or other means of restructure, in

accordance with NZ IAS 12.

(iii) Recognition of Deferred Management Fee

The interpretation of NZ tax laws in relation to deferred management fees

involves significant judgements and uncertainty. Deferred management fees

are currently recognised for tax purposes consistent with the revenue

recognition policy as provided in the 31 May 2017 annual financial statements.

Consequently no deferred tax is recognised.

(iv) Update of 30 November 2016 comparatives

As disclosed in the Annual Report for the year ended 31 May 2017 in estimating

the income tax expense and deferred tax liability in the interim period to

30 November 2016, certain assets were classified incorrectly as depreciable

for tax purposes. As a result the deferred tax liability as at 30 November 2016

and, consequently, the income tax expense for the interim period ended

30 November 2016 were understated by $4.1m. The comparatives presented in

these interim financial statements have been corrected. There was no impact

on the cash flows or the underlying profit presented in the interim period to

30 November 2016.

The presentation of the November 2016 comparatives have also been updated

to align with the presentation adopted for November 2017.

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

44Oceania Healthcare

|

Interim Report 2018

Notes to the Financial Statements (Continued)

For the six months ended 30 November 2017

Independent Review Report
To the shareholders of Oceania Healthcare Limited

Report on the interim financial statements

We have reviewed the accompanying interim financial statements of Oceania

Healthcare Limited (the Company) including its subsidiaries (together, the Group) on

pages 14 to 45, which comprise the consolidated balance sheet as at 30 November

2017, and the consolidated statement of comprehensive income, the consolidated

statement of changes in equity and the consolidated cash flow statement for the

period ended on that date, and selected explanatory notes.

Directors’ responsibility for the interim financial statements

The Directors are responsible on behalf of the Company for the preparation and

presentation of these interim financial statements in accordance with International

Accounting Standard 34 Interim Financial Reporting (IAS 34) and New Zealand

Equivalent to International Accounting Standard 34 Interim Financial Reporting (NZ

IAS 34) and for such internal controls as the Directors determine are necessary to

enable the preparation of interim financial statements that are free from material

misstatement, whether due to fraud or error.

Our responsibility

Our responsibility is to express a conclusion on the accompanying interim financial

statements based on our review. We conducted our review in accordance with the

New Zealand Standard on Review Engagements 2410 Review of Financial Statements

Performed by the Independent Auditor of the Entity (NZ SRE 2410). NZ SRE 2410

requires us to conclude whether anything has come to our attention that causes us to

believe that the interim financial statements, taken as a whole, are not prepared in all

material respects, in accordance with IAS 34 and NZ IAS 34. As the auditor of the

Company, NZ SRE 2410 requires that we comply with the ethical requirements

relevant to the audit of the annual financial statements.

A review of interim financial statements in accordance with NZ SRE 2410 is a limited

assurance engagement. The auditor performs procedures, primarily consisting of

making enquiries, primarily of persons responsible for financial and accounting

matters, and applying analytical and other review procedures. The procedures

performed in a review are substantially less than those performed in an audit

conducted in accordance with International Standards on Auditing (New Zealand)

and International Standards on Auditing. Accordingly, we do not express an audit

opinion on these interim financial statements.

We are independent of the Group. Other than in our capacity as the auditor, we have

no relationship with, or interests in, the Group.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that

these interim financial statements of the Group are not prepared, in all material

respects, in accordance with IAS 34 and NZ IAS 34.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our review

work has been undertaken so that we might state to the Company’s shareholders

those matters which we are required to state to them in our review report and for no

other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the shareholders, as a body, for our review

procedures, for this report, or for the conclusion we have formed.

For and on behalf of:

Chartered Accountants Auckland

25 January 2018

Independent Review Report (Continued)

To the shareholders of Oceania Healthcare Limited

47Oceania Healthcare

|

Interim Report 2018

46Oceania Healthcare

|

Interim Report 2018

oceaniahealthcare.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.