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Annual Report FY2020

Full Year Results22 July 2020OCAHealthcare

HANDLED
WITH CARE.

ANNUAL REPORT 2020

Letter from the Chair 02
At a Glance 06

Highlights 08

Letter from the CEO 10

Next Level Care 14

Building a Sustainable Future 20

Board of Directors 24

Three Year Summary 26

Financial Statements 27

Corporate Governance 89

' How we responded to this year’s
challenges is a testament to our

culture, commitment and team.

Our resilience and discipline in the

face of extreme adversity took

extraordinary effort and I am very

proud of how our team rose to

the challenge. We have, to date,

maintained a perfect record for the

emotional and physical wellbeing

of our residents and care team.

Our unwavering dedication to

providing the best possible care

throughout this time positions us

well in continuing to attract the

best talent to our organisation

and delivering sustainable

investment opportunities.'

Earl Gasparich

Chief Executive Officer

Oceania Healthcare

ADAPTING
TO EVERY

CHANGE.

Letter from the Chair

I am pleased to present Oceania Healthcare’s

Annual Report for the year ended 31 May 2020.

We were making good progress with our

growth strategy through the redevelopment

of our brownfield locations during the first

nine months of the financial year however

progress was temporarily halted in the final

quarter by the challenges of managing the

novel coronavirus pandemic (COVID-19) in

New Zealand.

02

Oceania Healthcare Limited | Annual Report 2020

The Directors have declared a final
dividend of 1.2 cents per share, taking

full year dividends (non-imputed) to

3.5 cents per share, which represents

50% of Underlying Net Profit After

Tax. A dividend reinvestment plan

for our New Zealand and Australian

shareholders will apply to this dividend

which is payable on 17 August 2020.

This provides a cost effective and

convenient way for our shareholders

to increase their investment in Oceania

Healthcare without any brokerage fees,

by reinvesting all or part of any dividend

paid on their shares in additional Oceania

Healthcare shares instead of receiving

that distribution in cash.

Financial Position

Total Assets increased by 10.7% to $1.5b,

despite the lower valuation of existing

Investment Property noted above,

due to significant development capital

expenditure and new aged care centres

completed at Awatere (Hamilton) and

Green Gables (Nelson). These two aged

care centres together comprise 151 new

care suites and added $21.9m to our

assets this year.

We were in the final stages of preparing

for a domestic retail bond issue to both

repay debt and fund future growth

before COVID-19 caused significant

volatility in global financial markets.

We paused the process at that time

and intend to recommence when

volatility subsides.

As at 31 May 2020, Oceania Healthcare

had current drawn debt of $326.7m and

$17.6m of cash, representing $110.9m

of undrawn net debt headroom. This

includes an additional debt facility of

$70m. This was put in place with our

existing bank lenders in early April for a

period of 18 months to provide additional

headroom given uncertainties in the

near term economic outlook which

may impact on the timing of retirement

village unit sales.

COVID-19 Impact and Response

We are pleased to report that to date,

we have not had to manage an outbreak

of COVID-19 at any of our aged care

centres or retirement villages and

none of our residents or staff have

contracted COVID-19.

We were well prepared to manage an

outbreak of COVID-19 at our aged care

centres. Our staff are highly trained

professionals and are experienced in

infection control as this is a standard

operating procedure for any aged care

centre. We activated our pandemic plan

and response team at the beginning of

March and implemented steps to reduce

the risk of COVID-19 entering any one

of our aged care centres or retirement

villages. These controls included

restricting visitor access and taking

declarations from anyone entering a

site, monitoring all staff travel and leave,

refreshing infection control training and

daily communications to all staff.

As shareholders you will appreciate

that our primary focus was on protecting

and keeping our residents and staff safe

when we had to lock down our aged

care centres and retirement villages.

I am proud of the achievements of our

staff during this time and the Board

thanks them for their outstanding

efforts. It appears that the global

pandemic will be with us for some

time and we therefore must continue

to be vigilant and maintain our robust

safety standards.

Financial Performance

Audited Underlying EBITDA from

continuing operations of $63.5m for

the year ended 31 May 2020 was in line

with the prior corresponding period.

This was pleasing considering the loss

of the final quarter of retirement village

unit sales due to the Government

lockdown, which occurred in our peak

sales season, and also increased costs

that were incurred in aged care due

to COVID-19. Once restrictions were

lifted by the Government in Alert Level

Two, we experienced a strong increase

in enquiries and have taken a greater

number of applications over late May

and June than we recorded last year.

Audited Reported Net Loss after Tax of

$13.6m included an unrealised decrease

of $21.7m in the valuation of Investment

Property, predominantly driven by

changes to key valuation assumptions

made in response to COVID-19, including

lower unit price growth rates.

Operating cashflow increased 11.3% to

$99.4m as a result of the sales proceeds

from recently completed developments.

' In addition to keeping

our residents safe

during the pandemic,

the general wellbeing

of our residents was

very important.'

03

In addition to keeping our residents
safe during the pandemic, the general

wellbeing of our residents was very

important. We were conscious our

residents faced a long period of isolation

as they were unable to leave their aged

care centres and retirement villages,

nor have family and friends come to visit.

In response, our staff stepped up their

innovation and arranged for residents to

communicate with their families using

video conferencing and organised extra

activities at our aged care centres and

retirement villages for residents to enjoy.

Every one of our 1,200 retirement village

residents was given the opportunity to

receive a 'daily wellbeing call' from one

of our staff – a tremendous undertaking

- and this practice continued right

through to the end of May. We received

a lot of positive feedback from residents

and their families regarding the way

in which we managed our aged care

centres and retirement villages during

the Government’s Alert Levels.

As well as focusing on keeping our staff

safe, we worked hard to maintain staffing

levels throughout Alert Levels Three

and Four and ensured that staff were

well supported in their roles. We paid an

additional $2/hour to all site operational

staff for hours worked from 26 March

to 22 April 2020 and a 2% bonus to all

site-based salaried staff in recognition

of the additional work undertaken, in

sometimes difficult conditions, during

Alert Level Four.

Support Office staff, where possible,

were repurposed into other roles to

support our frontline staff during the

lockdown period. Some took on roles

as babysitters, looking after children

to enable our aged care centre staff to

continue caring for our residents. Others

supported some of our larger retirement

villages by distributing food deliveries

from the gate to residents or making

daily wellbeing calls to residents.

The aged care business continued

to trade strongly throughout the

Government’s Alert Levels as a needs-

based essential service. We continued

to accept admissions throughout this

period under the guidance of the

Ministry of Health and occupancy

remained stable.

Additional Government funding of $1.8m

was received in late May which partially

offset the increased costs to manage

the COVID-19 risk. Regular fortnightly

funding of the daily care fee continued

to be received from the Government,

as well as additional resident-funded

charges and these provided a strong

cashflow throughout.

We accessed the New Zealand

Government’s wage subsidy for a

small proportion of our staff who are

employed in the retirement village sales

and property development teams. We

did not consider it appropriate to claim

for our staff working in the aged care

business, who were essential workers

and not at risk of losing employment.

A total of $1.8m was received.

In our retirement village business,

although we had taken a good level of

sales applications in the weeks leading

up to Alert Level Four, Government

restrictions meant that we were unable

to show prospective residents through

our villages or complete sales during

Alert Levels Three and Four, so we

were unable to recognise unit sales

throughout this period. Furthermore,

residents who had entered into

applications before the lockdown period

were unable to sell their homes and

settle the purchase of the occupation

right agreement. These restrictions

adversely affected our financial

results for the year ended 31 May 2020

however such applications are now

being completed.

Build rate was slowed in mid-March

2020 and contract measures used to

decelerate larger construction projects

in progress at Lady Allum and Eden

(Auckland), The BayView (Tauranga),

Awatere (Hamilton) and The Bellevue

(Christchurch). Our ability to lower

the monthly investment in our build

programme and effectively match this

with future sales of retirement village

units means we can prudently manage

cashflow and risk.

' The aged care

business continued

to trade strongly

throughout the

Government’s

Alert Levels.'

04

Oceania Healthcare Limited | Annual Report 2020

As we came out of full lockdown in late
April 2020, most construction projects

recommenced and, of the projects

originally planned to be completed in the

year ended 31 May 2020, only our Green

Gables (Nelson) redevelopment was not

completed. Therefore, our annual build

rate for the year ended 31 May 2020

was 176 retirement village units and

care suites compared to 265 originally

scheduled. Green Gables (Nelson) will

be completed in late September 2020

and our first stage of redevelopment at

The Bellevue (Christchurch) and second

stage at The BayView (Tauranga) will

be completed in the second half of the

next financial year. We expect our build

rate for the next financial year to be 217

retirement village units and care suites.

We provided shareholders with regular

market updates during this time.

Governance and Board Composition

On 3 February 2020, Oceania Healthcare

Holdings Limited, a company owned

indirectly by three institutional funds

managed by specialist management

companies within the Macquarie

Infrastructure and Real Assets (MIRA)

division of Macquarie Group Limited,

sold its entire 40.94% stake in Oceania

Healthcare Limited. This sale marked

the end of MIRA’s involvement with

Oceania Healthcare which started

in 2005. Following the sale, Hugh

FitzSimons resigned as a Director of

Oceania Healthcare Limited. Hugh had

been a Director since 2012 and made

a significant contribution and was

heavily involved in Oceania Healthcare’s

transition to a publicly listed company.

The Board thanks Mr FitzSimons for his

service over many years.

Patrick McCawe has remained as a

non-executive independent Director

and was appointed as a member of

the Audit Committee. Mr McCawe

brings a range of key skills to the

Board, including broad experience

with equity and debt markets, capital

structuring and investment analysis.

The Board determined not to replace Mr

FitzSimons given that there were no skill

gaps amongst the remaining Directors

and to reduce governance costs. The

Board considers it has a diverse range

of relevant skills including corporate

governance, finance, risk management,

property development, health and safety

and clinical expertise.

Earlier this year, Directors visited many

of our sites around New Zealand either

as a Board or individually. We valued

the opportunity to meet with staff and

observe the culture and day-to-day

operations at our retirement villages and

aged care centres. Directors also had the

pleasure of meeting with some of our

residents during the last calendar year

at Hutt Gables (Upper Hutt), The Sands

and Eden (Auckland) to discuss their

experiences. We heard of how much our

residents enjoy living in our villages and

we welcomed their feedback which has

been incorporated into our continuous

improvement processes. We are looking

forward to resuming these visits once

safe to do so.

During the year, we have made progress

on our integrated reporting journey.

Immediately prior to the lockdown,

management met with a number

of our stakeholders to discuss what

they consider are the most material

matters affecting our business in order

to prepare a materiality matrix which

appears on page 23 of this report.

We also measured our carbon footprint

for the first time and used EKOS to

independently audit this calculation.

We will now develop our carbon

reduction strategy and report progress

against this going forward.

Appreciation of your Support

On behalf of the Board, I would like

to thank you for your support during

the year.

Looking ahead, the effects of COVID-19

and the resulting economic downturn

create uncertainty over the medium

term in New Zealand. However, with

New Zealand’s population continuing

to age and hence an increasing

demand for access to residential

care, we consider Oceania Healthcare

will continue be resilient and grow

irrespective of the current pandemic.

We are committed to creating a superior

portfolio of fully integrated retirement

villages and aged care centres around

New Zealand and

delivering the highest

levels of quality care and service to

our residents.

Yours sincerely,

Elizabeth Coutts


Chair

Oceania Healthcare

05

AT A
GLANCE.

Oceania Healthcare is a leading provider of

premium healthcare services in New Zealand.

We have successfully navigated our way through

the COVID-19 pandemic to date with no positive

cases reported for any of our staff or residents.

We are dedicated to delivering exceptional

and innovative hospitality services that delight

our residents and lead the sector.

We have a substantial development pipeline

and sufficient land to build 1,851 new residences

with 86% of these already consented.

06

Oceania Healthcare Limited | Annual Report 2020

2,800
Staff

3,600

Residents

4626

Existing sites

with mature

operations

18

Existing sites

with brownfield

developments

(current and planned)

2

Undeveloped

sitesTotal sites

2,561

Care beds and care suites

1,285

Units

AS AT 31 MAY 2020

07

Reported Total
Comprehensive Income

Operating Cash Flow

1

Underlying earnings before interest, tax, depreciation and amortisation – continuing operations contains a

proforma adjustment of $0.4m to FY2019 to exclude the earnings from sites divested in FY2019.

$63.5m

Underlying Earnings Before Interest,

Tax, Depreciation and Amortisation –

continuing operations

1

0.5%

Behind 31 May 2019 underlying

earnings before interest, tax,

depreciation and amortisation-

continuing operations of $63.8m

$1.5b

Total Assets

10.7%

Higher than

31 May 2019

total assets

of $1.4b

$99.4m

11.3%

Ahead of

31 May 2019

operating cash

flow of $89.3m

$9.9m

90.0%

Behind 31 May

2019 reported total

comprehensive

income of $99.8m

FINANCIAL

HIGHLIGHTS

08

Oceania Healthcare Limited | Annual Report 2020

Resale Care Suites
107

New Care Suites

114

Resale Units

59

Total Sales

355

New Units

75

14.5%

Ahead of total

sales for the

12 months to

31 May 2019

FOR THE 12 MONTHS TO 31 MAY 2020

DEVELOPMENTS

Units + Care Suites

176

COMPLETED

176 units and care suites

completed in FY2020 at:

– Awatere (Hamilton)

– Elderslea (Upper Hutt)

– Whitianga

– Meadowbank (Auckland)

– Gracelands (Hastings)

– Woodlands (Motueka)

Units + Care Suites

217

TO COMPLETE IN FY2021

217 units and care suites

to complete by the end of

FY2021 at:

– The BayView (Tauranga)

– Green Gables (Nelson)

– The Bellevue (Christchurch)

Units + Care Suites

603

CONSENTS SECURED

Resource consents

received during FY2020 for:

– Waimarie Street

(76 apartments, 32 care

suites in Auckland)

– Elmwood (229 apartments,

100 care suites in Auckland)

– Other (42 apartments,

124 cares suites)

Units + Care Suites

481

UNDER CONSTRUCTION

481 units and care suites

under construction as at

31 May 2020:

– Awatere (Hamilton)

– Green Gables (Nelson)

– The BayView (Tauranga)

– Lady Allum (Auckland)

– The Bellevue (Christchurch)

– Eden (Auckland)

OPERATIONAL

09

A
RESILIENT

BUSINESS.

Letter from the CEO

It is very satisfying to have successfully

navigated our way through the COVID-19

pandemic to date, in large part due to

the huge efforts and dedication of our

team across the country. We are delighted

that no residents or staff at any Oceania

Healthcare aged care centre or retirement

village have contracted COVID-19 and it

has also been particularly pleasing to see

our care business perform well throughout

this period.

Aged care is a great business to be in

during these uncertain times and our

growth strategy in aged care, through

the redevelopment of our portfolio into

superior care suite accommodation, has

not changed.

10

Oceania Healthcare Limited | Annual Report 2020

We have often referred to our aged
care business as being a needs-based

product, in that residents and their

families make a decision to move into

an aged care centre or buy a care suite

when the resident “needs” rest home

or hospital level care. Our aged care

business is very different from the

retirement village sector in this regard,

as prospective residents and their

families are not making a decision to buy

a care suite for lifestyle reasons or with

regard to economic cycles or what the

housing market may be doing. Instead,

they are making the decision based on

the immediate care requirements of

the prospective resident. Furthermore,

residents who need residential care

services, and their families, recognise

that when residents are in our aged care

centres, they receive 24/7 care provided

by trained healthcare professionals,

regular primary care assessments, and

have general wellbeing well in excess

of what they would otherwise have in

the community. The challenges of the

past few months have demonstrated the

strengths of our aged care strategy and

these features will assist to reduce the

impact of any economic uncertainty in

the coming months.

We embarked upon the redevelopment

of our aged care sites following the IPO

in 2017, with substantial brownfields

development projects at Meadowbank

(Auckland) Stages Three and Four,

The BayView (Tauranga), The Sands

(Auckland) and Awatere (Hamilton)

already complete and 279 care suites

delivered to the market from these

projects. When we undertake a

redevelopment of a brownfields site,

we incur a medium term reduction in

earnings from that site as the old aged

care centre is decommissioned and

beds are closed. Once the development

is complete, we generate up front

development margins from the first time

sales of apartments and care suites,

while also creating strong trail income

through the deferred management fees

on occupation right agreements over

apartments and care suites and also

the new aged care earnings from new

care suites. With five new aged care

centres opening in the last 28 months,

this redevelopment work has had a

significant impact on our aged care

earnings over the last few years as there

are substantial start up costs incurred

in the first few months of operating

an aged care centre. These new aged

care centres are now starting to mature

in their operations and their beds are

generating significantly higher returns

than the older beds that they replaced.

Aged care occupancy was 93.7% over

the year ended 31 May 2020, compared

to 93.2% last year. Based on this, our

aged care earnings are accordingly now

at a point of inflection and will grow as

our strategy is further implemented over

the coming years.

Retirement Villages

We had achieved a good level of

sales at our retirement villages in the

months prior to the Alert Level Four

announcement being made, and were

on track to meet sales expectations for

FY2020 after strong sales in the first

half of the year. When New Zealand

entered Alert Level Four on 26 March

2020, we had many retirement village

unit applications in place that were

expected to settle prior to the end of

FY2020, but the restrictions of Alert

Levels Three and Four meant that

many of these could not settle during

Aged care centres and retirement

villages were a wonderful place for

elderly people to live during Alert Levels

Three and Four as residents were very

well looked after. Our team came up with

many innovative ways to keep activities

going and to provide service and

attention to our residents. For example,

our team at Meadowbank in Auckland

coordinated morning exercise classes

from the courtyard with loudhailers and

music while our residents participated

enthusiastically from each of their

apartment balconies. Teams around the

country made daily wellbeing calls to

each of our retirement village residents

to check how they were getting on.

Computer devices that were rolled out

for our new clinical system at aged

care centres were repurposed to also

provide video conferencing capability

between residents and their families.

These initiatives have contributed

towards an enhanced attractiveness of

village life generally and went a long

way towards overcoming social isolation

and loneliness that other elderly people

living in the community may otherwise

have experienced.

Care

Our aged care business has proven

resilient despite the restrictions of Alert

Levels Three and Four. As an essential

business, our aged care centres

continued to operate throughout the

Government Alert Levels, with new

admissions taken and stable occupancy

levels recorded during this period. We

maintained a strong cashflow position as

we continued to receive payment from

the Government for subsidised residents

every fortnight and we completed sales

of care suites during this time.

11

that period. We maintained contact
with all of the potential residents who

had submitted applications and their

solicitors during the lockdown period

and settled many of the unconditional

applications before the end of May.

Some of the applications that we

received prior to Alert Level Four were

conditional on the incoming resident

settling the sale of their residential

property. As a consequence of delays in

the sale of some of these properties, this

has meant that settlement of some of

our retirement village units has also been

delayed. However, we are now being

advised of confirmed settlement dates

over the next few months for many of

these residents and they are now looking

forward to moving into their new homes.

During Alert Levels Three and Four we

were also unable to show prospective

residents through our villages or take

new applications for retirement village

units. With the lifting of restrictions in

Alert Level Two, we saw an increase

in enquiries and are now taking

applications on units at key sites, which

is an encouraging start to FY2021.

We have also been told by incoming

residents who had been considering a

move to a retirement village prior to the

lockdown restrictions being introduced

that, as a result of the lockdown period,

they now realise the tangible benefits of

living in a retirement village community

of like-minded people. They can

appreciate the security and peace of

mind that retirement village life brings

and are now looking forward to making

the move to an Oceania Healthcare

village in their neighbourhood.

In addition to available retirement village

units at our new developments, resale

stock levels have been building over

recent months due to the inability to

refurbish or sell retirement village units,

so there are more resale units available

at the beginning of FY2021 than in

previous years.

Our People

Oceania Healthcare is very much a

people business. Our dedicated team

have a huge level of commitment to their

roles and a real passion for doing a good

job in delivering the highest level of care

to our residents.

We recognised our registered nurses

on International Nurses Day on 12

May 2020 with the launch of 'In Their

Shoes', a celebration of our dedicated

and clinically skilled nurses who work

at the forefront of New Zealand’s

aged care sector. The theme for the

2020 International Nurses Day was

'Nursing the World to Health', which

was particularly relevant in the current

environment as the world is navigating

the challenges of the COVID-19 crisis.

'In Their Shoes' acknowledges not just

the kindness and compassion that our

nurses bring to work every day, but

also their knowledge, commitment and

professionalism. To mark International

Nurses Day, each of our registered

nurses were given a pair of bespoke

Allbirds shoes to thank them for all of

their hard work, not just over the recent

COVID-19 lockdown period, but every

day when they are at work delivering

exceptional care to our residents.

We made two new senior appointments

during the year. Dr Frances Hughes

CNZM joined Oceania Healthcare as

General Manager Nursing and Clinical

Strategy in October 2019 and led a

Clinical Governance Review earlier this

year. Dr Hughes was at the forefront of

Oceania Healthcare’s clinical response

during Alert Levels Two, Three and Four,

with excellent leadership and emergency

management over staffing protocols,

PPE supply and usage, and heightened

infection control. She chaired the

New Zealand Aged Care Association’s

Nursing Leadership Group, was involved

in the Director-General’s review of the

aged care sector’s preparedness for

a COVID-19 outbreak and she was a

panel member on the Ministry of Health

Independent Review of COVID-19

Clusters in Aged Residential

Care Centres.

Brent Pattison was appointed as Chief

Financial Officer in January 2020.

A qualified chartered accountant,

Brent has over a decade of experience

in investment banking, leading mergers

and acquisitions, takeovers and capital

market transactions. Since joining

Oceania Healthcare, Brent has been

heavily involved in preparing the aged

care industry’s funding claim from

the Government for additional costs

incurred by the industry as a result

of COVID-19.

We have continued to invest in learning

and development over the last year

and this will be further enhanced once

the recommendations of the Clinical

Governance Review are implemented

over the year ahead. We are excited

about defining and offering a clear

clinical pathway for our staff, as well

as increasing support of post-graduate

education and training of registered

nurses.

We have also entered into a

Memorandum of Understanding with

the University of Auckland to develop

a partnership that will identify research

opportunities in aged care and enable

Oceania Healthcare to create a national

centre for aged care research, practice

and innovation. We are looking forward

to collaborating with the University of

Auckland to further develop initiatives

in the aged care sector.

' Oceania Healthcare

is very much a

people business.'

12

Oceania Healthcare Limited | Annual Report 2020

One of the positive outcomes from the
COVID-19 crisis is that there is now an

increased awareness of aged residential

care as an integral part of the public

health system in New Zealand. Our

team remained in close contact with

the Ministry of Health during Alert

Levels Two, Three and Four and has

done an outstanding job of raising

the profile of aged care within the

health system generally, as well as the

special role of aged care nurses. We

are confident that the aged care sector

will have the opportunity to secure

greater levels of funding for the sector

generally in years to come as well as

benefitting from operating in a more

balanced regulatory environment for

self-assessment and admissions.

Our employee share scheme achieved

a 70% uptake last year and will be

offered to all permanent employees

again in August this year, giving staff an

opportunity to own a stake in Oceania

Healthcare and share in our growth.

The scheme provides staff with an

allocation of $800 per annum (for full-

time employees) or $400 per annum

(for part-time employees) of Oceania

Healthcare shares.

Developments

A key feature of our growth strategy

has been the construction of our

brownfields development pipeline. Prior

to Alert Level Four, we were on track to

complete 265 units in FY2020. In the

first half of FY2020 we completed 90

new care suites at Awatere (Hamilton)

and 10 villas at Whitianga. In the second

half of FY2020 we completed 26 new

apartments at Meadowbank (Auckland)

and 12 villas at Elderslea (Upper Hutt)

before the lockdown restrictions

were imposed.

Coming out of Alert Level Four, we have

cautiously commenced construction

at our development sites and we have

phased our developments to ensure

that the cash outflows for construction

projects are matched with cash inflows

from the settlement of sales applications.

We intend to increase our spend on

development projects in the coming year

as confidence in sales returns.

The development of 32 villas at

Gracelands (Hastings) and six villas and

a new community centre at Woodlands

(Motueka) were both completed prior

to 31 May 2020 and these two projects

brought the total build rate for FY2020

up to 176 retirement village units and

care suites. There has been a slight

delay with the construction of 28

apartments and 61 care suites at Green

Gables (Nelson) as a result of the Alert

Level Three and Four restrictions on

construction, so this is now scheduled to

be completed in September 2020.

We have also recommenced

construction of our developments

at Eden (Auckland), The BayView

Stage Two (Tauranga), The Bellevue

(Christchurch) and Awatere Stage Two

(Hamilton). The construction of 22

apartments and 71 care suites at The

Bellevue (Christchurch) is expected to

be complete during FY2021 along with

Stage Two at The BayView (Tauranga)

and Green Gables (Nelson), bringing

our forecast FY2021 build rate up to 217

retirement village units and care suites.

Outlook

With the restrictions of Alert Levels Two,

Three and Four behind us, we are now

looking ahead to the next year with the

satisfaction of successfully navigating

our residents and staff through a period

of extreme risk to their lives. Although

there is uncertainty and rapid change in

the world at present, we have taken the

opportunity to consider the longer term

goals and objectives that are necessary

to ensure that Oceania Healthcare is

a sustainable business going forward.

Our weighting towards aged care and

success of our strategy in care suites

has positioned the company well in

terms of both strength to withstand

the immediate crisis as well as growth

for the future. Our response to the

COVID-19 pandemic provided valuable

experience and prepared us well for

any future outbreak, both in terms of

clinical procedures including use of PPE

and infection control training, as well as

operational processes including control

over visitor movements and tracing of

our own staff.

Over the final quarter of the financial

year we made a number of prudent

decisions to lower overhead costs, claim

additional Government funding and

wage subsidies, adjust our build rate,

extend our bank facilities and implement

the necessary freezes on remuneration

in order to provide us with sufficient

flexibility to prudently manage our way

through any immediate uncertainties

that the next year may bring. Finally, our

shareholders should know that, whatever

economic challenges may lay ahead for

New Zealand, our population continues

to age and the demand for aged care

and retirement village living continues

unabated. We are therefore confident

about the future of Oceania Healthcare’s

business and look forward to continuing

to deliver products and services which

exceed our residents’ expectations in the

year ahead.

Earl Gasparich

Chief Executive Officer

Oceania Healthcare

13

NEXT
LEVEL

CARE.

14

Oceania Healthcare Limited | Annual Report 2020

At 1pm on 23 March 2020 our Prime Minister
announced that due to the COVID-19

pandemic, New Zealand would be moving

into full lockdown. This was an unprecedented

event that required unprecedented action.

PRE

LOCKDOWN

LEVEL

LOCKDOWN

LEVELLEVEL

4

32

> COVID-19 Pandemic plan

circulated

> Visitor restrictions and

declarations put in place

> Self-isolation required for

symptomatic and high risk

residents

> Restricted travel requirements

put in place for staff

> All staff annual leave put

on hold

> Vulnerable staff identified

and managed

> Real-time online Q&A

portal built

> Doors locked to all villages

and aged care centres

> Only urgent visitation allowed

> Isolation for all admissions

to aged care

> All community centres closed

> Staff unable to work across

DHBs/other sites

> Draft workforce contingency

plan circulated

> Childcare organised for staff

> Daily wellbeing calls made to

every independent resident

> Family/friends skype calls

facilitated for aged care

residents

> Security put on village gates

> Independent residents’

bubbles extended to include

family who they were able to

visit outside of the village

> Community centres opened to

those who stayed within the

village, and were supervised

at all times

> Supervised sales

appointments resumed

> Contractors allowed to enter

with site specific safety plans

in place

> Online visitor booking

system implemented

> Care residents able to

have supervised visits

by appointment

> Community centres

fully opened

> Hairdressers, beauticians

and other personal service

providers able to visit the

villages

Our Emergency Management Team

immediately enacted the Risk Management

Phase of our best-practice Pandemic

Emergency Plan throughout our 46 villages

and aged care centres nationwide.

Doors were locked to all visitors, PPE stocks

were counted daily and our clinical team

liaised regularly with the Ministry of Health to

lead the aged care sector response. Every day

was a new challenge but with the support of

our residents, their families and friends and our

staff, we kept the virus out and ensured the

safety of everyone.

We rallied around our residents – both

village and care - to support their physical

and emotional needs. This included grocery

shopping, daily wellbeing calls, setting up

video chats with family and friends plus

providing additional activities to keep them

busy and well.

Through this time everyone in the Oceania

Healthcare community demonstrated

incredible kindness, strength and resilience.

And here are some of our stories.

15

' Everyone went
above and beyond.'

CATHERINE LARSEN

BUSINESS, CARE AND VILLAGE

MANAGER, EDEN VILLAGE

“ Everyone was quite frightened at first.

The main question from families was

around how our staff were keeping

safe - and the staff were worried about

coming to work and going home to

their families. But knowledge provides

understanding and security and we had

fantastic communication from the team

at Support Office. We were provided

daily updates about Ministry of Health’s

directives and the policies and protocols

at every Alert Stage.

As a team we made a collective

agreement from the beginning that we

would support each other to manage

the increase in workload with our

existing staff members. We had 100%

attendance. We met twice a day every

day and discussed what we were doing

for the next 24 hours, flexing across

roles to create one big seamless team.

Some HCAs did activities or worked in

the kitchen. I was a kitchen hand one

day and in reception the next.

No one complained about having to

step up and fill the gaps, they all just

got stuck in. Everyone went above and

beyond.

The feedback we had from the residents

was that they felt safe and well cared

for. The highlight was when we came

out the other side unscathed, and could

finally open the doors again. It was so

rewarding when the first visitors were

able to come back in, seeing their smiles

and the utter joy on their faces – made it

all worthwhile.”

16

Oceania Healthcare Limited | Annual Report 2020

ANN SMITH
VILLAGE RESIDENT,

MEADOWBANK

“ When lockdown was announced I felt

very happy to be right here because

I knew we’d be well looked after. I

can’t speak of the staff highly enough.

Everyone has been marvellous, so willing

to help and respectful. It’s like we’ve

known them for years. We had Bob help

us with shopping, he was a Godsend,

and we were provided with exercise

classes from our balconies which was

good fun. We had cups of tea by our

doors and talked to each other down

the passage, which I thought was a

good idea.

The staff checked on us all the time and

rang us every day to make sure we were

doing well. From the folk at the top of

Oceania Healthcare, right through to

the rest of the team - they’ve all been

brilliant. My friends in other villages said

the staff did their best, but here they did

more than their best. My daughter had to

work from home and found it frustrating

she couldn’t visit me, and I couldn’t visit

her, but you can’t have your cake and

eat it too. We’ve all achieved something

together and that’s what’s important."

' We had Bob help us

with the shopping,

he was a Godsend.'

17

' The system for
visiting in Level Two

was marvellous and

ensured everyone

was well protected.'

ALAN JERMAINE

BROTHER OF A RESIDENT,

GREENVALLEY

“ When it first happened we had very

good information from Greenvalley

regarding the visiting situation. When

I am separated from my sister for any

length of time she always says she wants

to go home. With her dementia she isn’t

able to articulate that she misses me and

sidesteps it by talking about going back

to her house, which was sold years ago.

When I was finally able to visit Dawn she

was really good and didn’t talk about

going back to her house. I put that down

to the fact she was kept busy and didn’t

have time to dwell on things.

I was very impressed with all the

measures that Greenvalley were taking

to keep everyone safe. We’d get updates

each time we moved a level, and the

system for visiting in Level Two was

marvellous and ensured everyone was

well protected. We had our temperatures

taken, used anti-bacterial hand gel,

signed the visitor’s declaration, and then

we were escorted to the room - careful

to practice social distancing. Dawn

would be singing as she was brought

in to see me. That’s how I can tell she’s

happy, she loves to sing.”

18

Oceania Healthcare Limited | Annual Report 2020

' The staff would
work hard to lift

our spirits.'

CLARICE ANDERSON

CARE RESIDENT, WOBURN

“ I don’t think anyone likes being shut

in. My guide dog Shaz and I had only

been here for a few months before

lockdown and I have been most

impressed with how things have

been handled. The staff seemed to

understand how residents felt just by

looking at them. If people seemed

unhappy with the social restrictions the

staff would work hard to lift our spirits

by organising something fun to do in the

lounge – it was amazing. We were able

to have some music and sing-a-longs

and I played the piano. I have only praise

for all the staff here and the whole

situation must’ve been really hard on

them too. We always felt safe, warm

and really well cared for. There have

been some wonderful things to have

come out of this challenging situation

such as families spending more time

together and neighbours getting to

know each other better. It’s been a

learning experience and the staff

definitely deserve commendation.”

19

BUILDING A
SUSTAINABLE

FUTURE.

We recognise that value for Oceania Healthcare

extends well beyond purely financial performance

and it includes other dimensions such as our social

and environmental performance, that are important

to us and our stakeholders.

During FY2020, we made a strong commitment to

building a sustainable future with the development

of our first Sustainability Framework. This framework

establishes goals and identifies measures to report

people, planet and prosperity achievements as we

move toward our vision of being the most sustainable

aged care provider in New Zealand.

20

Oceania Healthcare Limited | Annual Report 2020

SUSTAINABILITY FRAMEWORK
OUR VALUE OUTCOMES

OUR DRIVERS

OUR GOALS

We delight our residents and

staff by caring for them and

making a difference to their

happiness everyday

OUR MEASURES

Employee wellness

engagement, resident

engagement, health and safety

OUR GOALS

Through better use of our

resources we will substantially

reduce our environmental impact

enabling carbon neutrality by 2030

OUR MEASURES

Waste to landfill, energy efficiency,

greenhouse gas emissions

OUR GOALS

Integrated thinking will be

embedded in our strategy, decision

making, long term planning and

reporting by 2022

OUR MEASURES

Financial returns and

shareholder value growth

Residents love

living in our

communities

Our peopleOur expertiseOur villagesOur relationshipsOur financial capitalOur natural capital

We are passionate about

the wellbeing of our staff,

residents and their families

We delight our residents

with the hospitality inspired

customer led service

We lead the

way in how

we do things

OUR PURPOSE We enhance the wellbeing of our residents and provide peace of mind to their families

OUR VALUES Kindness, respect, excellence, passion

OUR SUSTAINABILITY ASPIRATION To be the most sustainable aged care provider in New Zealand

PLANETPEOPLEPROSPERITY

21

DEFINING OUR
SUSTAINABILITY MATRIX

In developing our Sustainability Framework, we

conducted a deep-dive into what matters most to our key

stakeholders – our residents and their families, our staff,

our local communities, our suppliers, industry bodies and

the government. These were plotted alongside the topics

that have the biggest impact on Oceania Healthcare's

business to form our Sustainability Matrix.

The findings from this matrix form the pillars of our

Sustainability Framework and key KPIs for success.

22

Oceania Healthcare Limited | Annual Report 2020

STAKEHOLDER IMPORTANCE
PEOPLE

PROSPERITY

PLANET

BUSINESS IMPACT

17

29

30

20

18

19

13

27

28

21

24

23

26

22

6

9

4

12

11

5

2

8

3

1

7

10

14

1615

Model of care

Building design

Clinical excellence

Innovation

Person centred approach

Diversity and inclusion

Health and Safety

Staff attraction and retention

Community connection

Development expertise

Industry partnerships

Residential house prices

Market capacity and funding

Changes to Government regulation

Residential care affordability

Transparency about costs/entitlements

Resource consents

Maintenance

Maintaining development pipeline

Transformation process for premium

Development margins

Service line ratios and profitability

Village sales

Occupancy rates

Governance and ownership

Debt gearing and funding sources

Technology

Cyber security

Waste management

Energy efficiency

1

2

3

4

5

6

7

8

9

10

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

11

12

SUSTAINABILITY MATRIX

25

23

'WE MET EVERY
WEEK DURING

LOCKDOWN.'

BOARD OF DIRECTORS

24

Oceania Healthcare Limited | Annual Report 2020

GREGORY TOMLINSON
Independent Director

AME

SALLY EVANS

Independent Director

BHSc, MSc, FAICD, GAIST

PATRICK MCCAWE

Independent Director

BCA (Hons), MBA, CA

ELIZABETH COUTTS

Chair and Independent Director

ONZM, BMS, FCA

DAME KERRY PRENDERGAST

Independent Director

DNZM, CNZM, MBA (VUW), NZRN, NZM

ALAN ISAAC

Independent Director

CNZM, BCA, FCA

From left to right

Oceania Healthcare has an experienced Board

with a diverse skill set. The Board comprises an

independent Chair and five independent Directors.

The Board worked closely with the Emergency

Management Team (EMT), through the COVID-19

Alert Levels. Each week the Directors joined a video

call to advise and support the EMT. This highly

collaborative approach enabled Oceania Healthcare

to successfully manage this challenging pandemic.

25

26
Oceania Healthcare Limited | Annual Report 2020

Three Year Summary

For the Year Ended 31 May 2020

1

This is a non-GAAP measure, refer to note 2.1 in the consolidated financial statements for further details.

2

Underlying Net Profit After Tax – continuing operations and Underlying EBITDA – continuing operations contain pro forma

adjustments that exclude earnings from sites divested in the first half of FY2019.

3

Average annual occupancy in relation to sites not under development or conversion and excluding leasehold sites.

Financial Metrics

$NZm May 2020May 2019May 2018

Underlying net profit after tax

1

42.951.252.2

Underlying net profit after tax

2

– continuing operations

42.950.750.8

Underlying EBITDA

1

63.564.363.8

Underlying EBITDA

2

– continuing operations

63.563.861.9

(Loss) / Profit for the year

(13.6)45.47 7. 0

Total comprehensive income

9.999.881.7

Total assets

1,548.71,399.41 , 1 4 7. 2

Operating cashflow

99.489.382.2

Operating Metrics

May 2020May 2019May 2018

Units

1,2851,2021,102

Care Suites

679542340

Care Beds

1,8822,1122,540

Total

3,8463,8563,982

New Sales

189133100

Resales

166177180

Total

355310280

Occupancy

3

93.7%93.2%90.4%

Consolidated Statement of Comprehensive Income 28
Consolidated Balance Sheet 29

Consolidated Statement of Changes in Equity 30

Consolidated Cash Flow Statement 31

Notes to the Consolidated Financial Statements 33

Independent Auditor's Report 83

Consolidated

Financial

Statements

For the year ended 31 May 2020

2727

28
Oceania Healthcare Limited | Annual Report 2020

$NZ000’s NotesMay 2020May 2019

Revenue2.2193,646186,977

Change in fair value of investment property

3.1(21,724)46,604

Change in fair value of right of use investment property

1

3.41 7,0 8 6-

Other income

2.32,7432,377

Total income191,751235,958

Employee benefits and other staff costs

2.4128,100119,786

Depreciation (buildings)

2.4, 3.2, 3.4, 5.29,2665,797

Depreciation and amortisation

(chattels, leasehold improvements and software)

2.4, 3.2, 3.4, 5.25,2263,747

Impairment of property, plant and equipment

2.4, 3.29166,982

Rental expenditure in relation to right of use investment property

1

2.4, 3.419,236-

Impairment of goodwill

2.4, 5.24918,149

Finance costs

2.46,2843,640

Other expenses

2.450,54056,062

Total expenses

220,059204,163

(Loss) / Profit before income tax(28,308)31,795

Income tax benefit

5.114,66613,576

(Loss) / Profit for the year(13,642)45,371

Other comprehensive income

Items that will not be subsequently reclassified to profit or loss

Gain on revaluation of property, plant and equipment for the year,

net of tax

3.2, 5.129,22356,103

Gain on revaluation of right of use assets for the year, net of tax

3.4, 5.151-

29,27456,103

Items that may be subsequently reclassified to profit or loss

Loss on cash flow hedges, net of tax(5,689)(1,723)

Other comprehensive income for the year, net of tax

23,58554,380

Total comprehensive income for the year attributable to

shareholders of the parent9,94399,751

Basic earnings per share (cents per share)

4.2(2.2)7. 5

Diluted earnings per share (cents per share)

4.2(2.2)7. 5

Consolidated Statement of Comprehensive Income

For the year ended 31 May 2020

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

1

This relates to the right of use asset, Everil Orr and is primarily driven by the initial sale of Occupation Right Agreements. In the

comparative year the revaluation and transactions in relation to this lease were included within investment property. The change in fair

value of investment property for the year to 31 May 2019 included an uplift of $0.2m and other expenses included a rental expense of

$6.2m in relation to this lease. This change of classification has arisen on adoption of NZ IFRS 16 Leases.

29
Consolidated Balance Sheet

As at 31 May 2020

$NZ000’s NotesMay 2020May 2019

Assets

Cash and cash equivalents1 7, 6 2 422,762

Trade and other receivables

5.3

41,63043,541

Investment property

3.1

9 47, 8 0 08 81,674

Property, plant and equipment

3.2

489,990442,709

Right of use assets

3.4

40,822-

Intangible assets

5.2

10,8308,668

Total assets1,548,6961,399,354

Liabilities

Trade and other payables

5.4

34,83138,565

Derivative financial instruments

5.6

10,4842,443

Deferred management fee

3.3

34,3442 7, 0 0 2

Refundable occupation right agreements

3.3

535,370436,481

Right of use liabilities

3.4

13,001-

Borrowings

4.4

325,454270,159

Deferred tax liabilities

5.1

-14,825

Total liabilities953,484789,475

Net assets595,212609,879

Equity

Contributed equity

4.1

588,389580,794

Retained deficit(155,907)(110,060)

Reserves162,730139,145

Total equity595,212609,879

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

30
Oceania Healthcare Limited | Annual Report 2020

Consolidated Statement of Changes in Equity

For the year ended 31 May 2020

$NZ000’s Notes

Contributed

equity

Retained

deficit

Asset

revaluation

reserve

Cash flow

hedge

reserveTotal equity

Balance as at 31 May 2018579,498( 1 2 7, 8 9 9)85,601(103)5 3 7,0 97

Profit for the year - 45,371 - -45,371

Other comprehensive income

Revaluation of cash flow hedge

net of tax

5.6---(1,723)(1,723)

Revaluation of assets net of tax

3.2, 5.1 - -56,103-56,103

Total comprehensive income - 45,37156,103(1,723)99,751

Transfer of cash flow hedge reserve

on maturity of interest rate swaps

5.6-(4 0)-40-

Transfer of revaluation reserve for

assets held for sale

3.2-773(773)--

Transactions with owners

Dividends paid

4.1-(28,405)--(28,405)

Settlement of treasury shares

4.31,296---1,296

Employee share scheme

4.3-140--140

Total transactions with owners1,296(28,265) - -(26,969)

Balance as at 31 May 2019580,794(110,060)140,931(1,786)609,879

Impact of adoption of

NZ IFRS 16 Leases

3.4, 5.7-(2,211)--(2,211)

Loss for the year - (13,642) - -(13,642)

Other comprehensive income

Revaluation of cash flow hedge

net of tax

5.6---(5,689)(5,689)

Revaluation of assets net of tax

3.2, 5.1 - -29,223-29,223

Revaluation of right of use assets

net of tax

3.4, 5.1 - -51-51

Total comprehensive income - (13,642)29,274(5,689)9,943

Transactions with owners

Dividends paid

4.1-(29,822)--(29,822)

Share issue: dividend reinvestment

scheme

4.17, 5 9 5---7, 5 9 5

Employee share scheme

4.3-(172)--(172)

Total transactions with owners7, 5 9 5(29,994) - -(22,399)

Balance as at 31 May 2020588,389(155,907)170,205(7,475)595,212

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

31
Consolidated Cash Flow Statement

For the year ended 31 May 2020

$NZ000’s May 2020May 2019

Cash flows from operating activities

Receipts from residents for village and care fees163,035165,693

Payments to suppliers and employees(178,005)(164,829)

Rental payments in relation to right of use investment property(19,236)(5,510)

Receipts from new occupation right agreements181,298136,629

Payments for outgoing occupation right agreements(4 0,341)(39,656)

Interest received153145

Interest paid(6,511)(3,151)

Interest paid in relation to right of use assets(1,026)-

Net cash inflow from operating activities99,36789,321

Cash flows from investing activities

Proceeds from sale and / or disposal of property, plant and

equipment and investment property(34)19,690

Payments for property, plant and equipment and intangible assets(4 0,433)(72,895)

Payments for investment property and investment property under

development(95,516)(100,569)

Net cash outflow from investing activities(135,983)(153,774)

Cash flows from financing activities

Proceeds from borrowings166,330180,387

Repayment of borrowings(109,449)(83,706)

Capitalised borrowing costs(607)(645)

Principal payments for right of use assets(2,569)-

Dividends paid(22,227)(28,405)

Settlement of treasury shares -1,296

Net cash inflow from financing activities31,47868,927

Net increase in cash and cash equivalents(5,138)4,474

Cash and cash equivalents at the beginning of the year22,76218,288

Cash and cash equivalents at end of year

1 7, 6 2 422,762

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

32
Oceania Healthcare Limited | Annual Report 2020

Consolidated Cash Flow Statement (continued)

For the year ended 31 May 2020

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

$NZ000’s NotesMay 2020May 2019

(Loss) / Profit for the year(13,642)45,371

Non cash items included in profit for the year

Deferred management fees accrued but not settled

2.2(30,706)(23,805)

Depreciation (buildings)

2.49,2665,797

Depreciation and amortisation (chattels, leasehold improvements

and software)

2.45,2263,747

Impairment of goodwill

2.44918,149

Net loss / (gain) on disposal of property, plant and equipment204(70)

Fair value adjustment to investment property

3.121,724(4 6,6 0 4)

Fair value adjustment to right of use investment property

3.4( 1 7,0 8 6 )-

Impairment of property, plant and equipment

3.29166,982

Loss allowance for trade and other receivables

2.45162

Interest accrued but not paid(1,472)429

Fair value movement on residents’ share of resale gains

2.4329737

Fair value loss on cash flow hedges

5.610117

Deferred tax benefit

5.1(14,666)(13,576)

Employee share scheme(172)-

Share based payments expense

4.3-140

Other non cash items 351(13)

(25,443)(58,008)

Cash items excluded from profit for the year

Receipts from new occupation right agreements181,298136,629

Payments for outgoing occupation right agreements(4 0,341)(39,656)

140,95796,972

Increase in operating assets and liabilities

Increase / (decrease) in trade and other receivables(2,595)290

Increase in trade and other payables904,694

Net cash inflow from operating activities99,36789,321

The Board of Directors of the Company authorised these consolidated financial statements for issue on

23 July 2020.

For and on behalf of the Board

Elizabeth Coutts Alan Isaac

Chair Director

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

33
Notes to the

Consolidated

Financial

Statements

For the year ended 31 May 2020

1. General Information 34

1.1 Basis of Preparation 34

1.2 Accounting Policies 35

1.3 Significant Events and Transactions 36

2. Operating Performance 37

2.1 Operating Segments 37

2.2 Revenue 44

2.3 Other Income 45

2.4 Expenses 46

3. Property Assets 48

3.1 Village Assets: Investment Property 50

3.2 Care Assets: Property, Plant

and Equipment 55

3.3 Refundable Occupation Right

Agreements 60

3.4 Leases 62

4. Shareholder Equity and Funding 65

4.1 Shareholder Equity and Reserves 65

4.2 Earnings per Share 66

4.3 Employee Share Based Payments 67

4.4 Borrowings 68

5. Other Disclosures 71

5.1 Income Tax 71

5.2 Intangible Assets 75

5.3 Trade and Other Receivables 76

5.4 Trade and Other Payables 77

5.5 Related Party Transactions 77

5.6 Financial Risk Management 78

5.7 New Accounting Standards 81

5.8 Contingencies and Commitments 82

5.9 Events After Balance Date 82

Independent Auditor's Report 83

33

34
Oceania Healthcare Limited | Annual Report 2020

Notes to the Consolidated Financial Statements

For the year ended 31 May 2020

1. General Information

1.1 Basis of Preparation

(i) Entities Reporting

The consolidated financial statements of the Group are for the economic entity comprising Oceania

Healthcare Limited (the “Company”) and its subsidiaries, together “the Group”. Refer to note 5.5 for details

of the Group structure.

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Oceania

Healthcare Limited as at 31 May 2020 and the results of all subsidiaries for the year then ended.

The Group owns and operates various care centres and retirement villages throughout New Zealand. The

Group's registered office is Affinity House, 2 Hargreaves Street, St Mary's Bay, Auckland 1011, New Zealand.

(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 consolidated 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 consolidated financial statements have been prepared in accordance with New Zealand Generally

Accepted Accounting Practice (“NZ GAAP”). They comply with New Zealand equivalents to International

Financial Reporting Standards (“NZ IFRS”), International Financial Reporting Standards (“IFRS”) and other

applicable New Zealand Financial Reporting Standards, as appropriate for for-profit entities. The Group is

a Tier 1 for-profit entity in accordance with XRB A1.

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.

The Consolidated Balance Sheet has been prepared using a liquidity format.

(iii) Measurement Basis

These consolidated financial statements have been prepared under the historical cost convention, as

modified by the revaluation of certain assets and liabilities, including investment properties, certain classes

of property, plant and equipment, right of use assets, assets held for sale and cash flow hedges.

(iv) Key Estimates and Judgements

The preparation of the consolidated financial statements in conformity with NZ IFRS 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.

The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates

are significant to the consolidated 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 (note 3)

– Fair value of freehold land and buildings (note 3.2)

– Revenue recognition of deferred management fees (note 3.3)

– Fair value of right of use assets (note 3.4)

– Recognition of deferred tax (note 5.1)

35
1.2 Accounting Policies

Accounting policies that summarise the measurement basis used and which are relevant to

understanding the consolidated financial statements are provided throughout the notes to these

consolidated financial statements.

Other relevant policies are provided as follows:

(i) Principles of Consolidation

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group

is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability

to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date

on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Intercompany transactions and balances between Group companies are eliminated. Accounting policies

of subsidiaries are consistent with the policies adopted by the Group.

(ii) Functional and Presentational Currency

These consolidated financial statements are presented in New Zealand Dollars which is the Company’s

functional currency and the Group’s presentation currency. Unless otherwise stated the consolidated

financial statements are presented in round thousands of dollars. The use of $m signifies millions of dollars.

(iii) Goods and Services Tax (“GST”)

The Consolidated Statement of Comprehensive Income and Consolidated Cash Flow Statement have been

prepared so that all components are stated exclusive of any GST that can be claimed. GST is only deductible

by the Group to the extent that it relates to care operations. All items in the Consolidated Balance Sheet are

stated net of GST, with the exception of receivables and payables, which include GST invoiced.

(iv) Comparative Information

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 depreciation expense to separate depreciation on buildings from other depreciation. A further

change has been made to the underlying net profit after tax section of note 2.1 to exclude an adjustment

in relation to deferred management fees in relation to a right of use investment property in deriving

underlying profit.

(v) New Accounting Standards

During the year the Group adopted NZ IFRS 16 Leases. This standard is effective for reporting periods

beginning on or after 1 January 2019. There has been no impact on prior year comparatives. Refer to

notes 5.7 and 3.4 for further details. The Group has not early adopted any standards, amendments or

interpretations to existing standards that are not yet effective.

(vi) 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 their fair value.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

36

Oceania Healthcare Limited | Annual Report 2020

1.3 Significant Events and Transactions

On 11 March 2020, the World Health Organisation declared COVID-19 to be a global pandemic. COVID-19 has

impacted the health and wellbeing of people around the world and in turn the outbreak and the associated

restrictions put in place to fight the virus have had a significant adverse impact on the global economy.

The New Zealand Government’s overall public health strategy in respect of the COVID-19 pandemic affecting

New Zealand was elimination with the overall goal to stop community transmission in New Zealand:

– On 24 March 2020 the Government announced a number of Orders under the Health Act 1956 and the

Epidemic Preparedness Act 2006 to restrict certain activities for the purposes of preventing the outbreak

and spread of COVID-19.

– At 11:59pm on 25 March 2020 New Zealand entered Alert Level 4 lockdown. Only essential services were

permitted to trade, and people were requested to remain at home other than to access essential services.

Oceania Healthcare Limited and its subsidiaries (Oceania) care business met the definition of an essential

service. Oceania employees are highly trained professionals and are experienced in infection control as this

is a standard operating procedure for any aged care centre and as such, were able to continue to provide

quality care and services to residents throughout Alert Level 4. All construction projects and Retirement

Village unit sales ceased.

– At 11:59pm on 27 April 2020 New Zealand entered Alert Level 3 lockdown. Businesses including

construction were permitted to operate under strict guidelines. Oceania recommenced certain

construction projects in the development pipeline and Retirement Village unit sales.

– At 11:59pm on 13 May 2020 New Zealand entered Alert Level 2. Contract tracing, strict social distancing

measures and mass gathering limits had to be followed.

– Post balance date, at 11:59pm on 8 June 2020 Alert Level 1 was entered and is still in place at the time of

signing the annual financial statements. Strict border restrictions remain in place and contact tracing is

encouraged.

Certain key judgements and estimates are applied in the annual financial statements. The Directors have

assessed the impact of COVID-19 on these judgements and estimates and concluded that limited changes

are necessary. This is primarily due to Oceania providing an essential service. The following key matters

were considered and undertaken with regards to the financial impact of COVID-19 on the 31 May 2020

consolidated financial statements;

– CBRE Limited as independent valuers undertook a valuation as at 30 April 2020. CBRE Limited concluded

their valuation on the basis of “material valuation uncertainty”. In the current extraordinary circumstances

there is a higher degree of uncertainty than would otherwise be the case however the valuation can still

be relied upon. The full scale of the impact as at the point of time of the valuation was currently unknown

and will largely depend on the scale and longevity of the pandemic and the consequential ongoing impact

on the economy with limited market evidence since the outbreak. As a result, although the methodology

applied in the valuation is consistent with prior years, certain key estimates have been adjusted. Further

details are included in note 3;

– Government subsidies received have been accounted for as government grants and offset against the

expenses to which they relate as disclosed in note 2.4;

– No changes to the methodology or input estimates in relation to expected credit losses have been required

as a result of continued strong collection levels in respect of private care fees and deferred settlement of

ORA contracts; and

– The enactment of COVID-19 Response (Taxation and Social Assistance Urgent Measures) Act 2020 has

resulted in the reintroduction of depreciation on buildings. The impact of this change is detailed in note 5.1.

37
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 not by operating segment.

The Group operates in New Zealand and comprises three segments; care operations, village operations

and other.

CareVillageOther

ProductIncludes traditional care

beds and care suites.

Includes independent living

and rental properties.

N/A

ServicesThe provision of

accommodation, care

and related services to

Oceania’s aged care

residents.

Includes the provision of

services such as meals

and care packages

to independent living

residents.

The provision of

accommodation and

related services to

independent residents in

the Group’s retirement

villages.

Provision of support

services to the Group

(includes administration,

marketing and operations).

In addition this segment

includes the provision of

training by the Wesley

Institute of Learning.

Recognition of

Operating Revenue

and Expenses

The Group derives

Operating Revenue from

the provision of care and

accommodation. The daily

fee is set annually by the

Ministry of Health.

In relation to the provision

of superior accommodation

above the Government

specification the Group

derives revenue from

Premium Accommodation

Charges (“PACs”) or, in the

case of care suites, through

Deferred Management Fees

(“DMF”).

Operating Expenses

primarily include staff

costs, resident welfare

expenses and overheads.

The Group derives

Operating Revenue from

weekly service fees and

rental income. Operating

Revenue also includes DMF

accrued over the expected

occupancy period for the

relevant accommodation.

Operating Expenses

include village property

maintenance, sales

and marketing, and

administration related

expenses.

Includes support office and

corporate expenses and

rental costs relating to the

Group’s three leasehold

sites.

Finance costs relate to the

cost of bank debt acquired

for the purchase and

development of villages.

Income and expenditure

relating to the Wesley

Institute of Learning is

recognised in this segment.

Recognition of

Fair Value

movements on

New Developments

Fair value increases or

decreases are recognised

in other comprehensive

income (i.e. not in profit

or loss) for the fair

value movement above

historical cost.

Impairments below

historical cost

are recognised in

comprehensive income

(i.e. profit or loss).

Fair value movements

are recognised in

comprehensive income

(i.e. profit or loss).

N/A

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

38

Oceania Healthcare Limited | Annual Report 2020

2.1 Operating Segments (continued)

CareVillageOther

Recognition

of Fair Value

movements on

Existing Care

Centres and

Retirement

Villages

Fair value movements are

treated the same as above.

When sites are

decommissioned for

development this results

in an impairment of the

buildings and chattels

which is recognised in

comprehensive income

(i.e. profit or loss).

Fair value movements

are recognised in

comprehensive income

(i.e. profit or loss).

N/A

Recognition in

Underlying Profit

(refer note 2.1

overleaf)

Fair value movements

are removed.

Fair value movements

are removed. Realised

gains on resales and the

development margins from

the sale of independent

living units and care suites

are included.

No material adjustments.

Asset

Categorisation

Assets used, or, in the

case of developments,

to be used, in the provision

of care are recognised

as property, plant and

equipment.

Assets used for village

operations are recognised

as investment property.

Support office assets are

recognised as property,

plant and equipment.

Assets include intangibles

(e.g. software).

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”), which is 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, 3.2 and 3.4 for details on capital expenditure.

Goodwill: Goodwill is allocated to care cash generating units.

What is Total Comprehensive Income?

Total comprehensive income is a measure of the total performance of all segments under NZ GAAP.

It includes fair value movements relating to the Group’s care centres and cash flow hedges.

39
2020

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Revenue 163,90928,5911,146193,646

Change in fair value of investment property-(21,724)-(21,724)

Change in fair value of right of use

investment property-1 7,0 8 6-1 7,0 8 6

Other income3092,237442,590

Total income164,21826,1901,190191,598

Operating expenses(144,376)(34,536)(18,964)( 1 97, 8 76 )

Impairment of goodwill(491)--(491)

Impairment of property, plant and equipment(916)--(916)

Segment EBITDA18,435(8,346)(17,774)( 7, 6 8 5 )

Interest income-27126153

Finance costs--(6,284)(6,284)

Depreciation (buildings)(8,989)-(277)(9,266)

Depreciation and amortisation

(chattels and software)(4,602)-(624)(5,226)

(Loss) / Profit before income tax4,844(8,319)(24,833)(28,308)

Income tax benefit11,4856,550(3,369)14,666

(Loss) / Profit for the year attributable

to shareholders16,329(1,769)(28,202)(13,642)

Other comprehensive income

Gain on revaluation of property, plant and

equipment for the year, net of tax29,223--29,223

Gain on revaluation of right of use asset for

the year, net of tax51--51

Loss on cash flow hedges, net of tax--(5,689)(5,689)

Total comprehensive income for the year

attributable to shareholders of the parent45,603(1,769)(33,891)9,943

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

40

Oceania Healthcare Limited | Annual Report 2020

2.1 Operating Segments (continued)

2019

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Revenue161,06824,7571,152186,977

Change in fair value of investment property-46,604-46,604

Change in fair value of right of use

investment property----

Other income5911,622192,232

Total income161,65972,9831,171235,813

Operating expenses(136,350)(20,343)(19,155)(175,848)

Impairment of goodwill(8,149)--(8,149)

Reversal of impairment of property,

plant and equipment(6,982)--(6,982)

Segment EBITDA10,17852,640( 1 7, 9 8 4)44,834

Interest income-21124145

Finance costs--(3,640)(3,640)

Depreciation (buildings)(5,797)--(5,797)

Depreciation and amortisation

(chattels and software)(3,245)-(502)(3,747)

Profit before income tax1,13652,661(22,002)31,795

Taxation benefit 2,3787, 2 8 03,91813,576

Profit for the year attributable to shareholders3,51459,941(18,084)45,371

Other comprehensive income

Gain on revaluation of land and buildings

for the year, net of tax56,103--56,103

Gain on revaluation of right of use asset

for the year, net of tax----

Loss on cash flow hedges, net of tax--(1,723)(1,723)

Total comprehensive income for the year

attributable to shareholders of the parent59,61759,941(19,807)99,751

41
Underlying Net Profit after tax (“Underlying Profit”)

Underlying Profit is a non-GAAP measure of financial performance and considered in the determination

of dividends. The calculation of Underlying Profit requires a number of estimates to be approved by the

Directors in their preparation. Both the methodology and the estimates may differ among companies in the

retirement village sector. Underlying Profit does not represent cash flow generated during the period.

The Group calculates Underlying Profit by making the following adjustments to reported Net Profit after Tax:

Net Profit after Tax

Add back /

remove

Change in fair value of investment property, right of use investment property assets

and cash flow hedges and impairment / reversal of impairment of property, plant and

equipment and right of use property, plant and equipment

Add backImpairment of goodwill

Add backRental expenditure in relation to right of use investment property assets

Add back /

remove

Loss / gain on sale or decommissioning of assets

Add backDirectors’ estimate of realised gains on the resale of units and care suites sold under

an occupation right agreement (“ORA”)

Add backDirectors’ estimate of realised development margin on the first sale of new ORA units

or care suites following the development of an ORA unit or care suite, conversion of

an existing care bed to a care suite or conversion of a rental unit to an ORA unit

Add backDeferred taxation component of taxation expense so that only the current tax expense

is reflected

=Underlying Profit

RemoveInterest income

Add backFinance costs (including lease interest under NZ IFRS 16)

Add backDepreciation and amortisation (including right of use property, plant and equipment)

=Underlying EBITDA

In the prior year underlying profit was also adjusted to remove the DMF income of $0.7m in relation to right

to use investment property assets. This was prior to the implementation of NZ IFRS 16 Leases.

Resale gain – Underlying Profit

The Directors’ estimate of realised gains on resales of ORA units and care suites (i.e. the difference between

the incoming resident’s ORA licence payment and the ORA licence payment previously received from the

outgoing resident) is calculated as the net cash flow received, and receivable at the point that the ORA

contract becomes unconditional and has either “cooled off” (the contractual period in which the resident

can cancel the contract) or where the resident is in occupation at balance date.

Development margin – Underlying Profit

The Directors’ estimate of realised development margin is calculated as the ORA licence payment received,

and receivable, in relation to the first sale of new ORA units and care suites, at the point that the ORA

contract becomes unconditional and has either “cooled off” or where the resident is in occupation at balance

date, less the development costs associated with developing the ORA units and care suites.

The Directors’ estimate of realised development margin for conversions is calculated based on the difference

between the ORA licence payment received, and receivable, in relation to sales of newly converted ORA

units and care suites, at the point that the ORA contract becomes unconditional and has either “cooled off”

or where the resident is in occupation at balance date, and the associated conversion costs.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

42

Oceania Healthcare Limited | Annual Report 2020

2.1 Operating Segments (continued)

The table below describes the composition of development and conversion costs.

IncludedNew builds:

– the construction costs directly attributable to the relevant project, including any required

infrastructure (e.g. roads) 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;

– an apportionment of land value based on the gross floor area of the ORA units and

care suites developed. The value for Brownfield

1

development land is the estimated fair

value of land at the time a change of use occurred

2

(from operating as a care centre or

retirement village to a development site), as assessed by an external independent valuer.

Greenfield

3

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.

Conversions:

– of care beds to care suites - the actual refurbishment costs incurred; and

– of rental units to ORA units - the actual refurbishment costs incurred and the fair value

of the rental unit prior to conversion.

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

associated with common areas and amenities or any operational or administrative areas.

1

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

2

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 centre).

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.

3

Greenfield land refers to land not previously utilised by, or as part of, an operational aged care centre or retirement village.

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

43
2020

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Total comprehensive income for the year

attributable to shareholders of the parent 16,3292 7, 5 0 5(33,891)9,943

Adjusted for underlying profit items

Less: Change in fair value of investment property,

right of use assets and cash flow hedges and

impairment of property, plant and equipment916(24,637)5,689(18,032)

Add: Impairment of goodwill491--491

Add: Rental expenditure in relation to right of use asset -19,236-19,236

Add: Loss / (gain) on sale or decommissioning of assets146(11)3138

Add: Realised resale gain-11,489-11,489

Add: Realised development margin-34,320-34,320

Underlying net profit before tax1 7, 8 8 26 7, 9 0 2(28,199)57, 5 8 5

Less: Deferred tax benefit (11,485)(6,550)3,369(14,666)

Underlying net profit after tax6,39761,352(24,830)42,919

Less: Interest income-(27)(126)(153)

Add: Finance costs--6,2846,284

Add: Depreciation (buildings)8,989-2779,266

Add: Depreciation and amortisation

(chattels, leasehold improvements and software)4,602-6245,226

Underlying EBITDA19,98861,325( 1 7,7 7 1)63,542

2019

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Total comprehensive income for the year

attributable to shareholders of the parent 59,61759,941(19,807)99,751

Adjusted for underlying profit items

Less: Change in fair value of investment property

4


and cash flow hedges and impairment of property,

plant and equipment(49,121)(4 6,6 0 4)1,723(94,002)

Add: Impairment of goodwill8,149--8,149

Add: Rental expenditure in relation to right of use asset -6,200-6,200

Add: (Gain) / loss on sale or decommissioning of assets(380)-43656

Add: Realised gain on resale-15,124-15,124

Add: Realised development margin-29,520-29,520

Underlying net profit before tax

5

18,26564,181(17,648)64,798

Less: Deferred tax benefit(2,378)( 7, 2 8 0)(3,918)(13,576)

Underlying net profit after tax15,88756,901(21,566)51,222

Less: Interest income-(21)(124)(145)

Add: Finance costs--3,6403,640

Add: Depreciation (buildings)5,797--5,797

Add: Depreciation and amortisation

(chattels and software)3,245-5023,747

Underlying EBITDA24,92956,880( 1 7, 5 4 8 )64,261

4

Includes change in fair value of Everil Orr right of use asset.

5

The comparatives above have been restated to exclude an adjustment for DMF in relation to the right of use asset.

This has increased Underlying Profit by $0.7m in the prior year.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

44

Oceania Healthcare Limited | Annual Report 2020

2.2 Revenue

How we earn revenue

CareVillageOther

Daily care fees for long term and

short term rest home, hospital

and dementia residents

Deferred management fees

– independent living

Training income

Premium accommodation chargesVillage service fees

– independent living

Interest income

Deferred management fees

– care suites

Rental income – residents without

a long term occupation right

agreement

Accounting Policy

Revenue is recognised in accordance with NZ IFRS 15 Revenue (“NZ IFRS 15”). Deferred management fees

and rental income are considered leases under NZ IFRS 16 Leases (“NZ IFRS 16”), and prior to its adoption

under NZ IAS 17 Leases, and are therefore excluded from the scope of NZ IFRS 15. None of the Group’s

revenue, as defined by NZ IFRS 15, contains significant financing components.

Rest Home and Hospital Service Fees

A contract is in place with all care residents by means of an admission agreement. The resident receives

the benefit as the care is administered and each resident incurs a contracted daily care fee set by the

Government each year. Rest home and hospital service fees are recognised at the point in time the services

are rendered which is specifically linked to the day the service is delivered. Where applicable these are

recognised net of any associated rebates to residents.

Aged care subsidies received from the Ministry of Health, included in rest home, hospital and dementia

fee revenue within the care segment, amounted to $103.7m (2019: $101.0m).

Premium Accommodation Charges

Premium accommodation charges are payable by residents who occupy a premium room above the level

specified by the Government. The charge is included in their admission agreement and the charge is

recognised when the accommodation is provided.

Deferred Management Fees

Deferred management fees are considered leases and are payable by residents of the Group's units,

apartments and care suites under the terms of their ORA or unit title rights. Refer to note 3.3.

Management fees are typically payable on termination of the ORA up to a maximum percentage of a

resident's occupation licence or unit title rights deposit for the right to share in the use and enjoyment

of common facilities.

The timing of the recognition of deferred management fees is a critical accounting estimate and judgement.

The deferred management fee is recognised on a straight line basis over the longer of the term specified in

a resident's ORA or the average expected occupancy for the relevant accommodation which is 7 years for

units, 5 years for apartments and 3 years for care suites from the date of occupation. Estimates of deferred

management fee tenure are reviewed periodically. Where a change is made, it is the Group’s policy to

recognise the aggregate impact of this change in the period in which the change in estimate occurs.

Deferred management fees are recognised with respect to the leased retirement village site as per note 3.4.

45
Village Service Fees

Village service fees are charged to residents to recover a portion of village operating costs associated with

services provided including staff wages, rates, and electricity. An ORA is in place with all village residents

who receive the benefit of services throughout their stay. Village service fees are recognised over time as

services are rendered.

Training Income

Training income is received from students attending short term training courses at the Wesley Institute of

Learning. Income is recognised when the course is provided.

Rental Income

Rental agreements are in place with all rental residents and set out the relevant weekly / monthly rental fee.

The resident receives the benefit throughout their stay and revenue is recognised as it is earned.

$NZ000’s May 2020May 2019

Rest home, hospital, dementia fees 151,347151,700

Premium accommodation charge3,8663,381

Deferred management fees – independent living19,92617,156

Deferred management fees – care suites7, 8 3 65,065

Deferred management fees – leased site1,494727

Village service fees5,9975,782

Training income1,1761,171

Rental income1,2751,257

Other services provided to residents729738

193,646186,977

2.3 Other Income

Interest Income

Interest income is recognised on an accruals basis using the effective interest method.

Other Income

Other income includes administration and legal income derived from the settlement of ORAs.

$NZ000’s May 2020May 2019

Interest income153145

Other income2,5902,232

2,7432,377

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

46

Oceania Healthcare Limited | Annual Report 2020

2.4 Expenses

Accounting Policy

All operating expenses are recognised on an accrual basis.

$NZ000’s NotesMay 2020May 2019

Profit before income tax includes the following expenses:

Employee benefits and other staff costs

Wages and salaries126,636116,854

COVID-19 wage subsidy

6

(1,821)-

Termination benefits1,176323

Employee share scheme expense

4.3(172)140

Other staff costs

7

2,2812,469

128,100119,786

Depreciation and amortisation

Depreciation of buildings

3.28,6435,797

Depreciation of right of use assets (buildings)

3.4623-

Depreciation of chattels

3.23,0743,638

Depreciation of right of use assets (chattels)

3.42,096-

Amortisation of software

5.256109

14,4929,544

Finance costs

Interest on senior debt facilities 7,0 9 26,583

Agency, commitment and line fees 3,1262,883

Interest rate swaps 1,087217

Capitalised interest and line fees(6,367)(6,917)

Amortisation of bank fees220213

Bank interest-1

Change in fair value of cash flow hedges10117

Interest on right of use assets1,025643

6,2843,640

Impairment of property, plant and equipment

3.29166,982

Rental expenditure in relation to right of use investment property

3.419,236-

Impairment of goodwill

5.24918,149

6

The COVID-19 wage subsidy has been recognised as a reduction in expenses in accordance with NZ IAS 20: Accounting for

Government Grants and Disclosure of Government Assistance.

7

Other staff costs include costs such as staff training, uniforms and recruitment.

47
$NZ000’s NotesMay 2020May 2019

Other expenses

Fees paid to Auditor

Audit and review of consolidated financial statements388405

Other assurance services – Trustee reporting66

Other services

8

648

Total fees paid to auditor400459

Repairs and maintenance of property, plant and equipment

including leasehold care centres2,9873,220

Repairs and maintenance of investment property including

leasehold investment property1,098741

Loss on disposal of property, plant and equipment13856

Donations714

Loss allowance for trade and other receivables

5.35162

Rental expense relating to operating leases-1,341

Rental expense relating to right of use investment property

9

-6,200

Resident consumables16,34815,388

Movement of Residents’ share of resale gains 329737

Insurance2,8452,318

Legal and professional services3,2842,883

COVID-19 District Health Board allowances

10

(2,049)-

Other expenses (no items of individual significance) 25,10222,643

50,54056,062

Total Expenses220,059204,163

8

Other services related to agreed upon procedures in respect of proxy voting at the Annual Shareholders Meeting (2019: market

research and a peer review of the tax treatment of Everil Orr).

9

On adoption of NZ IFRS 16: Leases the rental expense in relation to right of use investment property is now disclosed separately

on the face of the Statement of Comprehensive Income.

10

The COVID-19 District Health Board allowance of $1.8m and a payment from Disability Support Services of $0.2m have been

recognised as an offset to expenses in accordance with NZ IAS 20: Accounting for Government Grants and Disclosure

of Government Assistance.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

48

Oceania Healthcare Limited | Annual Report 2020

3. Property Assets

The Group operates care centres and retirement villages. As outlined in section 2.1, village sites are typically

investment property and care sites are typically property, plant and equipment.

What is Investment Property?

Land and buildings are classified as investment property when they are held to generate revenue

either through capital appreciation or through rental income.

As residents occupying our retirement villages live independently, the level of services provided is

seen as secondary to the provision of accommodation. Accordingly, these buildings are classified as

investment property as they are held primarily to generate DMF income.

What is Property, Plant and Equipment?

Land, buildings and chattels are classified as property, plant and equipment when they are used to

generate revenue through the provision of goods and services or for administration purposes.

As residents occupying our care centres, including care suites, require services including nursing care,

meals and laundry the buildings in which they live are considered to be operated by the Group to

generate this revenue and are classified as property, plant and equipment.

What is a Care Suite?

Care suites are a premium offering for a resident requiring rest home or hospital level care. The care suite

is located within a care centre. Rather than pay a daily premium accommodation charge for the provision

of the premium room the residents enter into an ORA with a net management fee.

Material uncertainty

The property portfolio has been independently valued by CBRE Limited as at 30 April 2020. The valuation

represents a ‘point in time valuation’ and while the same overall approach was used for this valuation as in

prior years, the valuers highlighted that some significant changes were made to the key assumptions as a

result of COVID-19. 30 April 2020 was a particularly significant time as the property market was frozen at

that time with New Zealand having only exited Alert Level 4 at 11.59pm on 27 April 2020 and was still subject

to stringent Alert Level 3 restrictions. CBRE Limited reassessed a number of their inputs and assumptions

to take account of:

– Lower growth rates, particularly in the short term;

– Higher discount rates; and

– Increased discounts on unsold stock.

CBRE Limited noted that they completed all due diligence, research and analysis that would ordinarily

form part of a full valuation but as a result of the Alert Level 4 lock down they were unable to perform as

many physical inspections as they would ordinarily. Further, they noted that the full scale of the impact as

at the point of time of the valuation was unknown and will largely depend on the scale and longevity of the

pandemic and the consequential ongoing impact on the economy with limited market evidence since the

outbreak. These items in combination resulted in it being difficult as at 30 April 2020 to determine the effect

that COVID-19 would have on the retirement and aged care sectors in New Zealand.

49
CBRE Limited reported on the basis of “material valuation uncertainty” meaning less certainty and a higher

degree of caution should be applied to the valuations. CBRE Limited commented in the valuation report

that, for the avoidance of doubt, the inclusion of the “material uncertainty” declaration does not mean

that the valuation cannot be relied upon. Rather, it means that in the current extraordinary circumstances

there is a higher degree of uncertainty than would otherwise be the case and given the foregoing market

uncertainty it may be necessary for the valuation to be reviewed periodically over the coming months to

reflect the duration and severity of the impact of COVID-19. The Group sought confirmation from CBRE

Limited to determine if any material change in the fair value of investment properties and property, plant

and equipment was likely to have occurred between the date of the valuation, being 30 April 2020, and the

balance date of 31 May 2020. This advice indicated that there was no material movement. Notwithstanding

this, the material valuation uncertainties remain until investment markets become active and subsequent

transactional evidence demonstrates a trend in current pricing.

Classification of Serviced Apartments and Care Suites

Where services are provided to residents who occupy accommodation under an ORA, it is the Group’s

policy to assess their level of significance in the context of the overall income derived from the serviced

apartment or care suite in ascertaining whether the serviced apartment or care suite is freehold land and

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

The Group applies the following principles when ascertaining the appropriate accounting treatment to

be applied.

CLASSIFICATION

CONSIDERATION OF SIGNIFICANCE OF CASHFLOWS

SCENARIO

Additional Services

are optional

Services are

compulsory but an

insignificant portion

of total revenue

from the unit.

Services are

compulsory and a

significant portion

of the total revenue

from the unit.

Full ARRC

1

funded

care is compulsory

for that unit/bed.

Independent living (villa or apartment)

Care suiteTraditional care bed

Qualitatively the

business model is the

provision of retirement

accommodation

Quantitatively

insignificant (a

guideline of under

20% of total revenue

is adopted) and

qualitatively the

business model is the

provision of

retirement

accommodation

Quantitatively

significant.

Qualitatively the

business model is

the provision of

care

Qualitatively the

business model is

the provision of care.

Quantitative

assessment not

relevant as price of

accommodation

does not change

overall purpose of

the accommodation

Investment Property

Village Assets

Property, Plant and

Equipment Care Assets

1

ARRC refers to age-related residential care.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

50

Oceania Healthcare Limited | Annual Report 2020

3. Property Assets (continued)

Accounting Policy

Investment property includes both freehold land and buildings and land and buildings under development,

comprising independent units, 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. Investment property is held at fair value.

The fair value of investment property is determined by the Directors having taken into consideration the

valuation conducted by CBRE Limited as an independent registered valuer and the cost of work undertaken

in relation to investment property under development.

The movement in the carrying value of investment property, net of additions, transfers and disposals is

recognised as a fair value movement in the Consolidated Statement of Comprehensive Income.

3.1 Village Assets: Investment Property

Fair value measurement on investment property under development is only applied if the fair value is

considered to be reliably measurable. Where the fair value of a property under development can be

determined, it is carried at fair value. Where the fair value of investment property under development

cannot be reliably determined, the carrying amount is considered to be the fair value of the land plus

the cost of work undertaken.

$NZ000’s NotesMay 2020May 2019

Investment property under development at fair value

Opening balance101,460108,204

Transfer from / (to) property, plant and equipment

3.222,193(6,626)

Capitalised expenditure82,47289,396

Capitalised interest and line fees3,3324,910

Transfer to completed investment property(61,551)(105,532)

Transfer to held for sale investment property(720)-

Change in fair value during the year – developments as at balance date (1,258)8,015

Change in fair value during the year – developments completed

during the year(908)3,093

Closing balance145,020101,460

Completed investment property at fair value

Opening balance780,214647,357

Transfer from investment property under development61,551105,532

Transfer to property, plant and equipment

3.2( 1 7, 5 9 2 )(12,101)

Transfer to right of use assets

3.4(14,006)-

Capitalised expenditure10,2083,930

Capitalised interest and line fees1,287-

Disposals(4 4)-

Change in fair value during the year – existing villages(25,132)(6,100)

Change in fair value during the year – recently completed developments

2

5,57441,596

Closing balance802,060780,214

Held for sale investment property at fair value

Opening balance

--

Transfer from investment property under development

720-

Closing balance720-

Total investment property9 47, 8 0 0881,674

2

Recently completed developments refers to those developments which were being sold down during the period.

51
Change in Fair Value Recognised in the Consolidated Statement of Comprehensive Income

$NZ000’s May 2020May 2019

Increase in fair value of investment property66,126126,113

Add: Transfers to property, plant and equipment and to

right of use assets during the year9,40518,727

Less: Capitalised expenditure including capitalised interest( 97, 2 9 9)(98,236)

Add: Disposals44-

Change in fair value recognised in

Consolidated Statement of Comprehensive Income(21,724)46,604

A reconciliation between the valuation and the amount recognised on the Consolidated Balance Sheet as

investment property is as follows:

$NZ000’s May 2020May 2019

Investment property under development

Valuation145,020101,460

145,020101,460

Completed Investment Property

Valuation370,257380,229

Add: Refundable occupation licence payments501,739456,349

Add: Residents’ share of resale gains5,8706,900

Less: Management fee receivable(72,933)(61,745)

Less: Resident obligations for units not included in valuation (2,873)(1,519)

802,060780,214

Held for Sale Investment property

Valuation720-

720-

Total investment property at fair value9 47, 8 0 0881,674

Where an incoming resident has an unconditional ORA in respect of a retirement village unit and the

corresponding outgoing resident for that same accommodation has not yet been refunded, the CBRE

Limited valuation is adjusted for the incoming resident balances only. An adjustment of $2.9m (2019: $1.5m)

is included in the above reconciliation to reflect this.

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

Consolidated Balance Sheet and also reflected in the valuation model.

Why do we adjust for the liability to residents?

In the CBRE Limited valuation the fair value of investment property includes an allowance for the

amount that is payable by the Group to residents already in occupation within the property. However,

this liability to existing residents is recognised in the Group’s Consolidated Balance Sheet (referred to as

refundable occupation right agreements – refer to note 3.3). Accordingly, the Group adds this net liability

to residents to the CBRE Limited valuation to “gross up” the fair value of investment property and avoid

double counting the liability to residents.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

52

Oceania Healthcare Limited | Annual Report 2020

3.1 Village Assets: Investment Property (continued)

Valuation Process and Key Inputs

Investment Property under Development

CBRE Limited provided valuations of development land in respect of investment property under

development as at 30 April 2020.

The fair value of investment property is determined by the Directors having taken into consideration the

valuation conducted by CBRE Limited as an independent registered valuer and the cost of work undertaken

in relation to investment property under development. As at 31 May 2020, in respect of one development site,

the Directors determined a fair value that was, in aggregate, $0.3m higher than the CBRE Limited valuation.

(2019: two sites, $1.2m higher).

The Directors do not judge there to have been a material movement in the adopted land value between

30 April 2020 and 31 May 2020 and, therefore, no adjustment has been made to this value. Any costs

incurred to 31 May 2020 on the developments are included in arriving at the fair value as at 31 May 2020.

The Group has applied the following methodology in relation to the measurement of investment property

under development:

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 per the Directors’ valuation plus the cost of any work

in progress. An amount of $65.2m as at 31 May 2020 (2019: $33.5m) has been recognised in relation to

these development sites.

Where an individual development is of both investment property and freehold buildings in nature, the

fair value of land and work in progress 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 the project quantity surveyors

at the planning and design stages.

Practical completion achieved

Where a development is practically completed, or likely to be completed at, or close to, balance date the

investment property is measured at its completed fair value per the Directors’ valuation with an adjustment

made for any estimated costs, in accordance with the project budget, to be incurred to complete the

development, and is then transferred to completed investment property.

Completed Investment Property

As required by NZ IAS 40 Investment Property, the valuation of investment property is adjusted for cash flows

relating to refundable occupation licence payments, residents’ share of resale gains and management fees

receivable recognised separately on the Consolidated Balance Sheet and also reflected in the valuation model.

The Group's interest in all completed investment property was valued on 30 April 2020 by CBRE Limited

(2019: 30 April 2019 by CBRE Limited), at a total of $379.8m (2019: $403.2m). The CBRE Limited valuation

has been adjusted downwards for the impact of any sale, resale and repurchase of ORAs between 1 May

2020 and 31 May 2020 of $10.3m (2019: adjusted downwards by $23.0m), with a corresponding increase in

refundable occupation licence payments of $13.3m (2019: $34.0m), to arrive at the fair value of completed

investment properties at 31 May 2020.

53
Investment Property Held for Sale

Investment property assets are classified as held for sale when their carrying amount is to be recovered

principally through a sale transaction and a sale is considered highly probable. They are stated at their

fair value.

As at 31 May 2020 one parcel of land met the definition of Held for Sale. This land was reclassified from

Investment Property under Development to Held for Sale at its fair value as determined by CBRE Limited

as at 30 April 2020.

Property Specific Assumptions

Seismic and Weather Tightness Assessments

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

allowance in relation to remediation to properties where seismic strength testing has been carried out

in prior years.

Assets Held for Sale

Investment property assets are classified as held for sale when their carrying amount is to be recovered

principally through a sale transaction and a sale is considered highly probable. They are stated at their

fair value.

Key Accounting Estimates and Judgements

All investment properties have been determined to be Level 3 (2019: Level 3) in the fair value hierarchy

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

Significant Unobservable Inputs

The significant unobservable input used in the fair value measurement of the Group's development land

is the value per m

2

assumption. Increases in the value per m

2

rate result in the corresponding increases

in the total valuation.

The significant unobservable inputs used in the fair value measurement of the Group's portfolio of

completed investment property are the discount rate and property price growth rate.

The following assumptions have been used to determine fair value:

Significant InputDescription20202019

Discount rateThe pre-tax discount rate14.1% - 20.3%

(median: 15.3%)

14.0% - 20.0%

(median: 15 .0%)

Property price

growth rate

Anticipated annual property price

growth over the cash flow period

0-4 years

(2.0%) - 3.0%0.5% - 3.0%

Property price

growth rate

Anticipated annual property price

growth over the cash flow period

5+ years

2.5% - 3.5%2.5% - 3.5%

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

54

Oceania Healthcare Limited | Annual Report 2020

3.1 Village Assets: Investment Property (continued)

Due to the material valuation uncertainty disclosed in note 3, the range of reasonably possible changes to key

assumptions is uncertain and could be significantly greater than the ranges used in the sensitivity analysis.

Sensitivities

At 31 May 2020

Adopted

Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed investment

property

Valuation $NZ000’s370,257

Difference $NZ000’s(13,998)14,94022,519(23,563)

Difference %(3.8%)4.0%6.1%(6.4%)

At 31 May 2019

Adopted

Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed investment

property

Valuation $NZ000’s380,229

Difference $NZ000’s(14,168)15,08222,006(18,546)

Difference %(3.7%)4.0%5.8%(4.9 %)

The stabilised occupancy period is a key driver of the CBRE Limited valuation. A significant increase /

(decrease) in the occupancy period would result in a significantly lower/ (higher) fair value measurement.

Significant Input20202019

Stabilised occupancy period3.2yrs - 8.3yrs

(median: 6.8yrs)

3.1yrs - 8.3yrs

(m e dian: 7.7yrs)

Current ingoing price, for subsequent resales of ORAs, is a key driver of the CBRE Limited valuation.

A significant increase / (decrease) in the ingoing price (as driven by the property growth rates) would

result in a significantly higher / (lower) fair value measurement.

55
3.2 Care Assets: Property, Plant and Equipment

Accounting Policy

Property, plant and equipment comprises owner-occupied freehold land and buildings and plant and

equipment operated by the Group for the provision of care services, care suites and land and buildings

that are to be developed into care centres in the future.

Following initial recognition at cost, completed owner occupied freehold land and buildings and land and

buildings under development are carried at fair value. Independent valuations are performed with sufficient

regularity to ensure that the carrying amount does not differ materially from the assets’ fair value at balance

date. Any depreciation at the date of valuation is deducted from the gross carrying value of the asset, and

the net amount is restated to the revalued amount of the asset. In periods where no valuation is carried out,

the asset is carried at its revalued amount plus any additions, less any impairment and less any depreciation

incurred since the date of the last valuation.

All other plant and equipment is stated at historical cost less depreciation and impairment. Historical cost

includes expenditure that is directly attributable to the acquisition of the items.

In relation to land and buildings under development, fair value is determined by the Directors having taken

into consideration the valuation conducted by CBRE Limited as an independent registered valuer and the

cost of work undertaken, whereas previously the fair value was held at the CBRE Limited valuation plus the

cost of work undertaken in relation to land and buildings under development.

A property under construction is classified as land and buildings within property, plant and equipment

where the completed development will be classified as such and as investment property where the

completed development will be classified as an investment property. Fair value measurement on property

under construction is only applied if the fair value is reliably measurable. Where the fair value of property

under construction cannot be reliably determined the value is the fair value of the land plus the cost of work

undertaken. Property under construction classified as land and buildings under development is revalued

annually and is not depreciated.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as

appropriate, only when it is probable that future economic benefits associated with the item will flow to the

Group and the cost of the item can be measured reliably. All other repairs and maintenance are expensed to

the Consolidated Statement of Comprehensive Income during the financial year in which they are incurred.

Increases in the carrying amount arising on revaluation of land and buildings above cost are credited to the

asset revaluation reserve in other comprehensive income; increases that offset previous decreases taken

through profit or loss are recognised in profit or loss. Decreases that offset previous increases of the same

asset are charged against the asset revaluation reserve in other comprehensive income; all other decreases

are charged to profit or loss. When revalued assets are sold, or held for sale, the amounts included in the

reserve are transferred to retained earnings.

Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate

their cost, net of their residual values, over their estimated useful lives, as follows:

CategoryUseful Life Range

Weighted Average

Depreciation Rate

– Freehold buildings10 - 50 years2.75%

– Chattels and leasehold improvements 2 - 50 years20%

– Motor vehicles 5 years22%

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

56

Oceania Healthcare Limited | Annual Report 2020

3.2 Care Assets: Property, Plant and Equipment (continued)

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.

No depreciation is charged in the year of sale for all assets other than buildings in which case depreciation is

charged to the earlier of the date of classification to held for sale or the date of sale.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying

amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the net disposal proceeds with the carrying

amount of the asset. These are included in the Consolidated Statement of Comprehensive Income.

NZ$000’sNotes

Freehold

Land and

Buildings

Under

Development

Freehold

Land

Freehold

Buildings

Chattels and

Leasehold

ImprovementsTotal

Year ended 31 May 2020

Opening net book amount70,29770,662282,41719,333442,709

Additions20,776-7,7 2 27, 6 4 336,141

Capitalised interest and line fees958-790-1,748

Disposals - --(155)(155)

Depreciation - -(8,643)(3,074)(11,717)

Transfer to right of use assets

3.4

---(5,375)(5,375)

Transfer (to) / from investment

property

3.1(22,193)5701 7,0 2 2-(4,601)

Reclassification within property,

plant and equipment(22,759)3,30019,459 - -

Revaluation surplus

Comprehensive income

– Existing care centres(1,034)454(313)-(893)

– Care centres recently developed

/ under development-(95)72-(23)

Other comprehensive income

3

– Existing care centres1,6082,469652-4,729

– Care centres recently developed

/ under development6,55313620,738-27,427

Closing net book amount54,2067 7, 4 9 6339,91618,372489,990

At 31 May 2020

Cost - - - 47, 4 0747, 4 07

Valuation 54,2067 7, 4 9 6339,916-471,618

Accumulated depreciation - - -(29,035)(29,035)

Net book amount54,2067 7, 4 9 6339,91618,372489,990

3

The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.

57
NZ$000’sNotes

Freehold

Land and

Buildings

Under

Development

Freehold

Land

Freehold

Buildings

Chattels and

Leasehold

ImprovementsTotal

Year ended 31 May 2019

Opening net book amount44,3636 7, 1 2 41 7 7, 6 9 714,377303,561

Additions5 7, 6 6 547, 4 8 57, 3 5 172,505

Capitalised interest and line fees2,858---2,858

Disposals - -(3)(295)(298)

Depreciation - -(5,797)(3,638)(9,435)

Transfer from / (to) investment

property

3.110,666(2,194)10,255 - 18,727

Reclassification within property,

plant and equipment(61,727)(2,180)62,3691,538-

Revaluation surplus

Comprehensive income

– Existing care centres-443( 7, 4 9 8 )-( 7, 0 5 5 )

– Care centres recently developed

/ under development--73-73

Other comprehensive income

4

– Existing care centres1,9307, 4 6 530,390-39,785

– Care centres recently developed

/ under development14,542-7, 4 4 6-21,988

Closing net book amount70,29770,662282,41719,333442,709

At 31 May 2019

Cost - - - 48,30448,304

Valuation 70,29770,662282,417-423,376

Accumulated depreciation - - -(28,971)(28,971)

Net book amount70,29770,662282,41719,333442,709

Land and Buildings Under Development

A valuation in respect of development land was provided by CBRE Limited as at 30 April 2020.

The Directors do not judge there to have been a material movement in the land value between

30 April 2020 and 31 May 2020 and therefore no adjustment has been made to this value. Any costs

incurred to 31 May 2020 on the developments are included in arriving at the fair value as at 31 May 2020.

The Group has applied the following methodology in relation to the measurement of land and buildings

under development:

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 per the Directors’ valuation plus the cost of any work in

progress. An amount of $20.3m as at 31 May 2020 (2019: $13.5m) has been recognised in relation to these

development sites.

Where an individual development is of both investment property and freehold buildings in nature, the

fair value of land and work in progress 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 the project quantity surveyors at

the planning and design stages.

4

The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

58

Oceania Healthcare Limited | Annual Report 2020

3.2 Care Assets: Property, Plant and Equipment (continued)

Practical completion achieved

Where a development is practically completed, or likely to be completed at, or close to, balance date the land

and buildings are measured at its completed fair value per the Directors’ valuation with an adjustment made

for any estimated costs, in accordance with the project budget, to be incurred to complete the development,

and is then transferred to completed land and buildings.

Completed Land and Buildings

A valuation in respect of completed land and buildings was provided by CBRE Limited as at 30 April 2020.

The Directors do not judge there to have been a material movement in the land value between 30 April 2020

and 31 May 2020 and therefore no adjustment has been made to this value.

The valuation of the Group’s care centres was apportioned to land, buildings, chattels and goodwill. The fair

value of land and buildings as calculated by CBRE Limited is based on the level of rent able to be generated

from the maintainable net cash flow of the site subject to average efficient management. The fair value of

the Group’s land and buildings as determined by the Directors is based on these apportionments. However,

chattels are carried at historic cost less depreciation and the amount apportioned to goodwill by CBRE

Limited is not recorded in the consolidated financial statements. The CBRE Limited valuation included

$12.0m of goodwill (2019: $20.6m) in respect of completed land and buildings.

The CBRE Limited valuation used in the determination of the fair value of freehold buildings, incorporates

an allowance in relation to remediation to properties where seismic strength testing has been carried out

in prior years.

Care Suites and Serviced Apartments

As discussed earlier in note 3, where services are provided to residents who occupy accommodation

under an ORA, it is the Group’s policy to look at the significance of these services in the context of the

overall revenue derived from the care suite or serviced apartment in ascertaining whether the care suite or

serviced apartment is property, plant and equipment or investment property. Care suite residents occupying

accommodation under an ORA receive a significant level of services. Hence, they are included in property,

plant and equipment. Care suite land and buildings are held at fair value.

Where a site is in its first few years of operation, the Directors assess the appropriateness of the fair

value of care suites by taking into consideration the CBRE Limited valuation and applying different

operating assumptions including instances where care suites are occupied by residents paying a premium

accommodation charge. As at 31 May 2020 the Directors have adjusted the CBRE Limited valuation in

respect of two sites. This adjustment decreased the CBRE Limited valuation by $8.7m (2019: $9.6m).

The CBRE Limited valuation includes $0.6m of goodwill (2019: $0.4m). This goodwill is not recognised

in the consolidated financial statements.

Key Accounting Estimates and Judgements

All land and buildings have been determined to be Level 3 (2019: Level 3) in the fair value hierarchy as the

fair value is determined using inputs that are unobservable.

Critical Judgements and Estimates in Applying Accounting Policies

Classification of Care Suites

An area of significant judgement is determining the classification of those properties which are operated

as care suites. Refer note 3 for further information.

Valuation of Freehold Land and Buildings

The valuation approach for the freehold land and buildings as at 30 April 2020 was an income

capitalisation approach and/or discounted cash flow analysis supplemented by the direct comparison

approach. The valuation is determined by the capitalisation of net cash flow profit/earnings before interest,

tax, depreciation, amortisation and rent (“EBITDAR”) under the assumption a positive cash flow will be

generated into perpetuity. Capitalisation rates used for the 30 April 2020 valuation range from 11.0% to

17.75% with a median value of 13.0% (30 April 2019: 11.0% to 17.8% with median value of $13.4%). The valuation

was apportioned between land, buildings, chattels / plant and equipment and goodwill to determine the fair

value of the assets.

59
The significant unobservable input used in the fair value measurement of the Group's development land

is the value per m

2

assumption. Increases in the value per m

2

rate result in corresponding increases in the

total valuation.

The significant unobservable input used in the fair value measurement of the Group's portfolio of completed

land and buildings is the capitalisation rate applied to earnings. A significant decrease / (increase) in the

capitalisation rate would result in significantly higher / (lower) fair value measurement.

Sensitivities

At 31 May 2020Adopted ValueCapitalisation Rate +50 bpCapitalisation Rate -50 bp

Freehold land and buildings

Valuation $NZ000’s

417,412

Difference $NZ000’s(23,041)28,316

Difference %(5.5%)6.8%

At 31 May 2019Adopted ValueCapitalisation Rate +50 bpCapitalisation Rate -50 bp

Freehold land and buildings

Valuation $NZ000’s

353,079

Difference $NZ000’s(19,922)23,951

Difference %(5.6%)6.8%

At 31 May 2020

Adopted

Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed care suite

property

Valuation $NZ000’s 113,395

Difference $NZ000’s(6,259)7, 6 9 26,897( 7, 2 1 6 )

Difference %(3.8%)4.0%6.1%(6.4%)

At 31 May 2019

Adopted

Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed care suite

property

Valuation $NZ000’s 196,602

Difference $NZ000’s( 7, 3 2 6 )7,7 9 811,379(9,589)

Difference %(3.7%)4.0%5.8%(4.9 %)

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

60

Oceania Healthcare Limited | Annual Report 2020

3.2 Care Assets: Property, Plant and Equipment (continued)

Assets Held for Sale

Assets are classified as held for sale when their carrying amount is to be recovered principally through a sale

transaction and a sale is considered highly probable. They are measured at the lower of carrying amount and

fair value less costs to sell, except for investment property assets held for sale which are carried at fair value.

Carrying Value of Assets

The carrying amount at which both land and buildings would have been carried had the assets been

measured under historical cost is as follows:

$NZ000’s

Freehold

Land

Freehold

Buildings

Freehold Land and

Buildings Under

DevelopmentTotal

Carrying amount

– Historical cost 2020

36,911226,38221,929285,222

Carrying amount

– Historical cost 201941,806182,9498,867233,622

3.3 Refundable Occupation Right Agreements

What is an ORA?

An ORA is a contract which sets out the terms and conditions of occupation of an independent living unit

or care suite. A new resident is charged a refundable occupation licence payment in consideration for

the right to occupy one of the Group's units, apartments or care suites. On termination of the ORA the

occupation licence payment is repaid to the exiting resident.

What is DMF?

An amount equal to a capped percentage of the occupation licence payment is charged by the Group

as a management fee for the right of use and enjoy the common areas of the village. The deferred

management fee is payable by the resident on termination of the ORA.

Accounting Policy

The occupation licence payment becomes payable when the ORA is unconditional and has either “cooled

off” or where the resident is in occupation. The Group has a legal right to set-off any amounts owing to the

Group by a resident against that resident's licence payment. Such amounts include deferred management

fees, recovery of village operating costs and recovery of outstanding obligations to the village.

The management fee receivable is recognised in accordance with the terms of the resident’s ORA.

The deferred management fee represents the difference between the management fees receivable under

the ORA and the portion of the management fee accrued which is recognised on a straight-line basis over

the longer of the term specified in a resident's ORA or the average expected occupancy for the relevant

accommodation i.e. 7 years for units, 5 years for apartments and 3 years for care suites (2019: 7yrs, 5yrs, 3yrs).

The management fee recognised in the Consolidated Statement of Comprehensive Income represents

income earned in line with the average expected occupancy.

Included in the obligation to residents is an estimate of the amount expected to be paid to those residents

whose ORA or unit title arrangement allows them to participate in the resale gain of the unit or apartment

they occupy.

As the refundable occupation licence payment is repayable to the resident upon termination (subject to a

new ORA being issued to an incoming resident), the fair value is equal to the face value, being the amount

that can be demanded.

61
$NZ000’s May 2020May 2019

Village

Refundable occupation licence payments501,739456,349

Residents’ share of resale gains5,8706,900

Less: Management fee receivable (per contract)(100,912)(85,178)

406,697378,071

Leasehold Village

5

Refundable occupation licence payments33,015-

Less: Management fee receivable (per contract)(3,809)-

29,206-

Care Suites

Refundable occupation licence payments120,50671,811

Accommodation rebate559738

Less: Management fee receivable (per contract)(21,598)(14,139)

99,46758,410

Total refundable occupation right agreements535,370436,481

Reconciliation of Management Fees recognised under NZ IFRS and per ORA

$NZ000’s May 2020May 2019

Village

Management fee receivable (per contract)(100,912)(85,178)

Deferred management fee2 7, 97 923,433

Management fee receivable (per NZ IFRS)(72,933)(61,745)

Leasehold Villages

Management fee receivable (per contract)(3,809)-

Deferred management fee1,621-

Management fee receivable (per NZ IFRS)(2,188)-

Care Suites

Management fee receivable (per contract)(21,598)(14,139)

Deferred management fee4,7443,569

Management fee receivable (per NZ IFRS)(16,854)(10,570)

5

As at 31 May 2019 the refundable occupation right agreements in relation to Everil Orr were included with the Village numbers and

totalled $13.8m.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

62

Oceania Healthcare Limited | Annual Report 2020

3.4 Leases

What’s a right of use asset?

Right of use assets are assets held under a lease arrangement. It represents the value of the lessee’s

right of use an asset over the life of the lease. There is a corresponding lease liability on the Balance Sheet

which represents the present value of the future lease payments.

The accounting treatment of leases has changed in the current year due to the adoption of NZ IFRS 16,

refer to note 5.7 for details.

Accounting Policy

The Group adopted NZ IFRS 16 on 1 June 2019. The leases to which this standard applies include;

(i) one retirement village which meets the definition of an investment property,

(ii) three care facilities which meet the definition of land and buildings,

(iii) one support office building which meets the definition of land and buildings, and

(iv) equipment and motor vehicles under lease agreements which are classified as chattels.

Right of use assets and lease liabilities arising from a lease are initially measured on a present value basis.

Lease liabilities include the net present value of the remaining lease payments. Lease payments to be made

under reasonably certain extension options are also included in the measurement of the liabilities.

Right of use assets are initially recognised at cost, comprising of the initial amount of the lease liability less

any lease incentives received. Right of use assets relating to equipment and motor vehicles, recognised in

chattels, are subsequently depreciated using the straight line method from the commencement date to

the end of the lease. Right of use assets relating to care centres are subsequently measured at fair value as

determined by the Directors having taken into consideration the valuation performed by CBRE Limited. In

considering the lease term, the Group applies judgement in determining whether it is reasonably certain that

an extension or termination option will be exercised.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily

determined the incremental borrowing rate at the commencement of the lease is used.

Right of Use Asset

May 2020

$NZ000’sNotes

Investment

Property

Land and

BuildingsChattelsTotal

Opening net book value ----

Recognition on adoption

of NZ IFRS 16 Leases-5,4232355,658

Transfer from investment property /

property, plant and equipment

3.1 , 3.214,006-5,37519,381

Additions681,3361,350

Disposals--(5)(5)

Depreciation -(623)(2,096)(2,719)

Revaluation for the year –

Comprehensive Income1 7, 1 2 8(42)-1 7,0 8 6

Revaluation for the year

6


Other Comprehensive Income-71-71

Net book value as at 31 May 202031,1404,8374,84540,822

6

The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.

63
May 2020

$NZ000’s

Investment

Property

Land and

BuildingsChattelsTotal

Cost --8,9358,935

Valuation31,1404,837-35,977

Accumulated depreciation--(4,090)(4,090)

Net book value as at 31 May 202031,1404,8374,84540,822

A reconciliation between the valuation and the amount recognised on the Consolidated Balance Sheet as

right of use investment property is as follows:

$NZ000’sMay 2020

Right of use Investment Property

Valuation313

Add: Refundable occupation licence payments33,015

Less: Management fee receivable(2,188)

31,140

The valuation of right of use investment property is adjusted for cashflows relating to refundable occupation

licence payments and management fee receivable recognised separately on the Consolidated Balance Sheet

and also reflected in the valuation model.

Lease Liabilities

May 2020

$NZ000’sNotes

Investment

Property

Land and

BuildingsChattelsTotal

Opening net book value ----

Recognition on adoption of

NZ IFRS 16 Leases-8,4442788,722

Transfer from borrowings

4.4--5,5175,517

Additions--1,3311,331

Interest -471508979

Lease payments made-(1,050)(2,498)(3,548)

Lease liabilities as at 31 May 2020-7, 8 6 55,13613,001

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

64

Oceania Healthcare Limited | Annual Report 2020

3.4 Leases (continued)

Lease of Investment Property

The Group leases one site, Everil Orr, which meets the definition of investment property. The site comprises

both apartments and common facilities provided for use by residents under the terms of an ORA. Payments

to the lessor under this lease are made as ORAs are sold. Subsequent cash flows upon the sale and resale of

the units are shared between the lessor and the Group.

Due to the variability of these payments both the right of use asset and the corresponding lease liability were

initially recognised at nil value. Rental payments are recognised as a rental expense through the Consolidated

Statement of Comprehensive Income. The right of use asset is held at fair value in accordance with NZ IAS 40

Investment Property. The fair value is determined by the Directors having taken into consideration the

valuation conducted by CBRE Limited at 30 April 2020. The valuation has been adjusted by the Directors for

the impact of any sale of ORAs between 1 May 2020 and 31 May 2020 to arrive at the fair value as at 31 May

2020 and any changes in fair value are taken to the Consolidated Statement of Comprehensive Income.

The carrying value of the right of use asset as at 31 May 2020 in respect of this leased site is $31.1m

(2019: $14.0m, included within completed investment property above refer note 3.1).

Lease of Property, Plant and Equipment

The Group leases three care centres which are valued as right of use assets as well as one support office

building and various equipment and motor vehicles.

A valuation in respect of right of use property assets was provided by CBRE Limited as at 30 April 2020.

The Directors do not consider there to have been a material movement in the right of use asset value

between 30 April 2020 and 31 May 2020 and therefore no adjustment has been made to this value.

65
4. Shareholder Equity and Funding

4.1 Shareholder Equity and Reserves

Accounting Policy

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.

May 2020

Shares

May 2019

Shares

May 2020

$NZ000’s

May 2019

$NZ000’s

Share capital

Authorised, issued and fully paid up capital618,056,183 610,254,535 588,389580,794

Total contributed equity618,056,183610,254,535 588,389 580,794

Movements

Opening balance of ordinary shares issued610,254,535610,254,535580,794579,498

Shares issued for long term incentive plan--- 1,296

Shares issued for employee share scheme1,004,640---

Shares issued for dividend reinvestment plan6 ,7 97,0 0 8-7, 5 9 5-

Closing balance of ordinary shares issued618,056,183610,254,535588,389580,794

All ordinary shares are authorised and rank equally with one vote attached to each fully paid ordinary share.

The shares have no par value. The Company incurred no transaction costs issuing shares during the period

(2019: nil).

Long Term Incentive Plan

During the year to 31 May 2019 an amount of $1.3m was recognised in equity in respect of 2,730,772 shares

which had previously vested but for which the loan was repaid in accordance with the terms of the 2015

Long Term Incentive Plan (“LTIP”).

Two Executive Team members resigned during the period. 886,077 shares were previously allotted to these

employees as part of the 2017 Long Term Incentive Plan. At the end of the employees' notice periods the

beneficial ownership of the shares was transferred to OCA Employees Trustee Limited, a Group subsidiary,

pursuant to the exercise of a call option by the Trustee under the terms of the Company's Executive Long

Term Incentive Plan.

The remaining shares held with respect to the 2017 Long Term Incentive Plan did not vest as at 31 May 2020.

Refer to note 4.3.

Employee Share Scheme

During the year to 31 May 2020, 1,004,640 shares were issued as part of an employee share scheme (“ESS”).

All permanent employees were invited to participate. Full time employee participants were allocated an

equivalent of $800 of shares and part time employee participants were allocated an equivalent of $400

of shares with a total of 1,004,640 shares issued under this scheme. The shares are held in trust and will

be transferred to the employee if the employee remains employed by Oceania (or any of its subsidiaries)

for the following three years.

Dividend Reinvestment Plan (“DRP”)

2,272,880 shares with a value of $1.0018 per share were issued in the year to 31 May 2020 in relation to the

31 May 2019 dividend reinvestment plan.

A further 4,524,128 shares with a value of $1.175 per share were also issued in the year to 31 May 2020 in

relation to the 30 November 2019 dividend reinvestment plan.

Recognition and Measurement

None of the above issued shares are held by the Group 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 and in relation to an ESS as detailed above.

The shares issued for both the LTIP and ESS are classified as Treasury Shares as the Group has a beneficial

interest in the 4,169,196 shares (1,004,640 ESS shares, 3,164,556 LTIP shares).

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

66

Oceania Healthcare Limited | Annual Report 2020

4.1 Shareholder Equity and Reserves

Group Structure

As at 31 May 2019 the Group’s largest shareholder was Oceania Healthcare Holdings Limited (“OHHL”) with

a holding of 41.16%. On 3 February 2020 OHHL sold their remaining shareholding.

Dividends

On 23 July 2020, a full year dividend of 1.2 cents per share (not imputed) was declared and will be paid on

17 August 2020. The record date for entitlement is 3 August 2020.

May 2020

cents per share

May 2020

$NZ000’s

May 2019

cents per share

May 2019

$NZ000’s

Final dividend for the prior year 2.615,8672.615,867

Interim dividend for period 2.314,0372.112,815

Total dividends declared during the period

1

29,90428,682

Dividend Reinvestment Plan

On 25 July 2019, the Board approved the implementation of a dividend reinvestment plan for New Zealand

and Australian shareholders. This plan was effective for both the FY2019 final dividends and the FY2020

interim dividends paid. This plan shall also be effective for the dividend payable on 17 August 2020 at

a discount of 2.5% to the volume weighted average price of shares sold on the NZX Main Board over a

period of five trading days starting on 31 July 2020. The dividend reinvestment plan shall apply to those

shareholders who have provided a participation election by 5:00pm on the dividend election date, being

4 August 2020.

Asset Revaluation Reserve

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

buildings under development.

Cash Flow Hedge Reserve

The cash flow hedge reserve is used to record gains or losses on instruments used as cash flow hedges.

The amounts are recognised in the Consolidated Statement of Comprehensive Income when the hedged

transaction affects profit or loss. Refer note 5.6.

4.2 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.

$NZ000’s May 2020May 2019

(Loss) / Profit after tax ($’000)(13,642)45,371

Weighted average number of ordinary shares outstanding ('000s)610,711604,367

Basic earnings per share (cents per share)(2.2)7. 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 31 May 2020 there were

no shares with a dilutive effect (31 May 2019: nil).

May 2020May 2019

(Loss) / Profit after tax ($’000)(13,642)45,371

Diluted weighted average number of ordinary shares outstanding ('000s)610,711607,070

Diluted earnings per share (cents per share)(2.2)7. 5

1

Total dividends declared during the period differs to dividends paid per the Consolidated Statement of Changes in Equity as a result

of dividends payable on LTIP scheme which remain within the Group until vesting.

67
4.3 Employee Share Based Payments

Long Term Incentive Plan (“LTIP”)

The Company operated a LTIP for certain members of the Executive and Senior Management Team (“the

Participants”) during the year. The vesting of shares depended upon the satisfaction of performance hurdles.

Under the scheme the Group provided interest free limited recourse loans to fund the acquisition of shares

by the Participants. In substance the arrangement was determined as an employee share option. The shares

were treated as treasury stock from issue due to the features of the scheme.

A reconciliation of the share rights on issue is provided below.

SharesMay 2020May 2019

Opening balance3,164,5563,164,556

Granted during the year--

Vested during the year--

Forfeited during the year – terminated employees(886,077)-

Forfeited during the year(2,278,479)-

Closing balance-3,164,556

2017 Long Term Incentive Plan

The first vesting criterion in relation to the 2017 Long Term Incentive Plan was a requirement for participants

to be employed by the Group at the vesting dates in order for the shares to vest. Two Executive Team

members resigned during the year. At the end of the employees’ notice periods the beneficial ownership

of the shares was transferred to OCA Employees Trustee Limited, a Group subsidiary, pursuant to the

exercise of a call option by the Trustee under the terms of the Company's Executive Long Term Incentive

Plan. As a result a total of 886,077 shares previously allotted to these employees as part of the 2017 Long

Term Incentive Plan were forfeited.

For those remaining employees, the second vesting criterion was the achievement of a minimum Compound

Annual Growth Rate in underlying net profit after tax per share of 35.0% per annum over the three year

period until 31 May 2020. The vesting condition has not been met and as such the remaining 2,278,479 shares

in the 2017 Long Term Incentive Plan as held by OCA Employees Trustee Limited on behalf of the Participants

will no longer vest on the business day after the consolidated financial statements for the 31 May 2020

financial year are released. These shares were therefore called back by OCA Employees Trustee Limited.

These shares continue to be held by OCA Employees Trustee Limited and therefore continue to meet the

definition of Treasury Shares.

The expense previously recognised in reserves of $0.4m, has now been released and recognised as a

credit in the year to 31 May 2020 and no expense has been recognised in respect of this scheme in the

year to 31 May 2020.

Employee Share Scheme

On 25 July 2019, 1,004,640 shares were issued as part of an employee share scheme (“ESS”). All permanent

employees as at that date were invited to participate. Full time employee participants were allocated an

equivalent of $800 of shares and part time employee participants were allocated an equivalent of $400 of

shares. The shares are held in trust and will be transferred to the employee if the employee remains employed

by Oceania (or any of its subsidiaries) for the following three years.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

68

Oceania Healthcare Limited | Annual Report 2020

4.4 Borrowings

Accounting Policy

Borrowings are initially recognised at fair value, including transaction costs incurred. Borrowings are

subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs)

and the redemption amount is recognised in the Consolidated Statement of Comprehensive Income over

the period of the borrowings using the effective interest method.

Specific borrowing costs directly attributable to the acquisition, construction or production of qualifying

assets, which are assets that necessarily take a substantial period of time to get ready for their intended

use or sale, are added to the cost of those assets, until such a time as the assets are substantially ready for

their intended use. Other borrowing costs are recognised in the Consolidated Statement of Comprehensive

Income in the period in which they are incurred.

$NZ000’sMay 2020May 2019

Secured

Bank loans326,686265,487

Capitalised loan costs(1,232)(845)

Finance leases

2

-5,517

Total borrowings325,454270,159

Current-1,600

Non current326,686269,404

Total borrowings excluding capitalised loan costs326,686271,004

Recognition and Measurement

Bank Loans

Interest is charged using the BKBM Bill rate plus a margin and line fee. Interest rates applicable in the year

to 31 May 2020 ranged from 2.52% to 3.85% (year to 31 May 2019: 2.94% to 3.48%).

Debt Financing

On 6 July 2018 an agreement was entered into with the banking syndicate to increase total debt facility

limits from $235m to $350m as follows:

(i) General Corporate Facility limit increased to $135m (formerly $75m); and

(ii) Development Facility limit increased to $215m (formerly $160m).

The maturity of borrowings was extended to 31 July 2023.

In addition to the above, on 3 April 2020 a further agreement was entered into with the banking syndicate

to increase the facility limit from $350m to $420m through the introduction of a third facility as follows:

(iii) General Facility limit $70m with an expiry date of 30 September 2021.

2

NZ IFRS 16 Leases was adopted in the year. Leases are now disclosed in note 3.4.

69
Financing Arrangements

At 31 May 2020, the Group held committed bank facilities with drawings as follows:

$NZ000’s

May 2020

Committed

May 2020

Drawn

May 2019

Committed

May 2019

Drawn

General Corporate Facility135,000118,567135,000101,961

Development Facility215,000208,119215,000163,526

General Facility70,000---

Total420,000326,686350,000265,487

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

projects. The revolving General Corporate Facility is used for general corporate purposes as well as for

development land and initial costs 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.

The financial covenants in the Group’s senior debt facilities, with which the Group must comply include:

a) Interest Cover Ratio – the ratio of Adjusted EBITDA to Net Interest Charges is not less than 2.0x;

b)

Loan to Value Ratio – the ratio of total bank indebtedness shall not exceed 50% of the total property

value of all Group’s properties (including the “as-complete” valuations for projects funded under the

Development Facility); and

In addition to the above, a third covenant in respect of development was added on 3 April 2020 at the time


of the addition of the General Facility of $70m.

c) Development – At all times the outstanding principal amount under the Development Facility shall not

exceed the Development Value. Development Value is the aggregate value of all Residential Facilities


(per the most recent valuation and excluding any settled stock) in all Developments that are being funded

by the Development Facility less their costs to complete.

The covenants are tested half yearly. All covenants have been complied with during the year. The Group

has agreed with its banks that the calculation of Adjusted EBITDA and Net Interest, for the purposes of the

financial covenants, shall continue to be based on the accounting treatment in use before the introduction

of NZ IFRS 16.

Assets Pledged as Security

The bank loans of the Group are secured by mortgages over the Group’s care centre freehold land and

buildings and rank second behind the Statutory Supervisors where the land and buildings are classified as

investment property and investment property under development.

As at 31 May 2020 the balance of the bank loans over which the properties are held as security is $327m

(31 May 2019: $265m), the total commitment as at 31 May 2020 is $420m (31 May 2019: $350m).

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

70

Oceania Healthcare Limited | Annual Report 2020

4.4 Borrowings (continued)

Net Debt Reconciliation

Cash and cash equivalents include cash on hand. The following provides an analysis of net debt and the

movements in net debt for the year.

$NZ000’s May 2020May 2019

Cash and cash equivalents1 7, 6 2 422,762

Debt – repayable within one year(2,407)(1,600)

Debt – repayable after one year( 3 3 7, 2 8 0)(269,404)

(322,063)(248,242)

Cash and liquid investments1 7, 6 2 422,762

Gross debt – fixed interest rates(113,001)(105,517)

Gross debt – floating interest rates(226,686)(165,487)

(322,063)(248,242)

Liabilities from Financing Activities

NZ$000’sCash

Leases

due within

1 year

Leases

due after

1 year

Borrowings

due within

1 year

Borrowings

due after

1 yearTotal

Net Debt as at 31 May 2018 18,288 (2,064) (3,777) - (163,283)(150,836)

Cash flows4,4742302,196 - (98,519)(91,619)

Acquisitions - (570)(3,475) - - (4,0 4 5)

Terminations-9091,622--2,531

Other non-cash movements - (105)(4 8 3 ) - (3,685)(4,273)

Net debt as at 31 May 201922,762(1,600) (3,917) - (265,487)(248,242)

Net Debt as at 31 May 201922,762(1,600)(3,917) - (265,487)(248,242)

Recognition on adoption

of NZ IFRS 16 Leases-(786)(7,936)--(8,722)

Cash flows(5,138)3373,211 - (56,882)(58,472)

Acquisitions - (188)(1,148) - - (1,336)

Terminations-5---5

Other non-cash movements - (175)(804) - (4,317)(5,296)

Net debt as at 31 May 2020

1 7, 6 2 4(2,407)(10,594) - (326,686)(322,063)

71
5. Other Disclosures

5.1 Income Tax

What is Current Tax?

Current tax is an estimate of the tax that is payable to Inland Revenue for the current financial period.

What is Deferred Tax?

Deferred tax is an estimate of income tax that will be payable or recoverable in respect of temporary

differences relating to the accounting and tax values of the Group’s assets and liabilities. Deferred

tax also includes the value of tax losses that we consider we will use in the future to meet any income

tax obligation.

Accounting Policy

The tax expense or benefit for the year comprises current and deferred tax. Tax is recognised in the

calculation of profit for the year in the Consolidated Statement of Comprehensive Income, except to

the extent that it relates to items recognised in other comprehensive income. In this case the tax is

also recognised in other comprehensive income.

The current income tax charge is calculated on the basis of the tax laws enacted at the year end.

The Directors periodically evaluate positions taken in tax returns with respect to situations in which

applicable tax regulation is subject to interpretation.

Deferred income tax is recognised, using the liability method, on temporary differences arising between

the tax base of assets and liabilities and their carrying amounts in the consolidated financial statements.

However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or

liability in a transaction other than a business combination that at the time of the transaction affects

neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws)

that have been enacted or substantially enacted by the Balance Sheet date and are expected to apply

when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit

will be available against which the temporary differences, and losses, can be utilised.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

72

Oceania Healthcare Limited | Annual Report 2020

5.1 Income Tax (continued)

$NZ000’sMay 2020May 2019

Income tax benefit

Current tax--

Deferred tax(14,666)(13,576)

(14,666)(13,576)

Taxation expense is calculated as follows:

(Loss) / Profit before income tax(28,308)31,795

Tax at the New Zealand tax rate of 28% (7,926)8,903

Adjusted by the tax effect of:

Non-deductible impairment of goodwill1372,676

Non-deductible expenditure4208

Capitalised interest deductible for tax(1,783)(1,937)

Taxable deferred management fees(1,531)931

Non-assessable revaluation of investment property1,287(13,049)

Taxable depreciation(4,472)(2,856)

Accounting depreciation3,3352,294

Right of use asset42-

Non-deductible impairment / (reversal of non-deductible impairment)

of fixed asset2681,955

Adjustment for timing difference of provisions272215

Other--

Losses generated / (utilised)10,367660

Current tax expense--

Impact of movements in investment property(8,583)(170)

Impact of movements in property, plant and equipment (10,873)(1,354)

Impact of movements in right of use assets(89)-

Other adjustments(271)(185)

Deferred management fee1,531(931)

Prior period adjustments: treatment of DMF income-(6,138)

Prior period adjustments: other367(1,048)

Losses utilised or derecognised / (recognised)3,252(3,751)

Deferred tax benefit(14,666)(13,576)

Income tax benefit (14,666)(13,576)

73
Movement in the Deferred Tax Balance:

$NZ000’s

Balance

1 June 2019

Recognised in

Consolidated

Statement of

Comprehensive

Income

Recognised

in Other

Comprehensive

Income

1


Balance

31 May 2020

Investment property(9,264)8,304-(960)

Property, plant and equipment(22,504)10,785(2,932)(14,651)

Right of use assets-89840929

Provisions and other assets / liabilities6,1232712,2518,645

DMF revenue in advance7,0 6 9(1,531)-5,538

Tax losses3,751(3,252)-499

Deferred tax (liabilities) / assets(14,825)14,666159-

$NZ000’s

Balance

1 June 2018

Recognised in

Consolidated

Statement of

Comprehensive

Income

Recognised

in Other

Comprehensive

Income

Balance

31 May 2019

Investment property(9,624)360-(9,264)

Property, plant and equipment(18,470)1,636(5,670)(22,504)

Provisions and other assets / liabilities4,7597606046,123

DMF revenue in advance-7, 0 6 9-7, 0 6 9

Tax losses-3,751-3,751

Deferred tax liabilities(23,335)13,576(5,066)(14,825)

Recognition and Measurement

No income tax was paid or payable during the year (2019: nil).

Key Accounting Judgements

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 ORAs comprise two distinct 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.

In calculating deferred tax under the Held for Use methodology, the Group has made significant judgements

to determine taxable temporary differences. The carrying value of the Group’s investment property is

determined on a discounted cash flow basis and includes cash flows that are both taxable and non-taxable

in the future. The Group has recognised deferred tax on the cash flows with a future tax consequence being

DMF as provided by CBRE Limited, to the extent that it arises from depreciable components (i.e. buildings)

of the investment property. The Group uses the council rateable valuations to estimate the apportionment

of cash flows arising from the depreciable (i.e. buildings) and non-depreciable components (i.e. land).

1

Includes the tax effect of the opening retained earnings adjustment on adoption of NZ IFRS 16.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

74

Oceania Healthcare Limited | Annual Report 2020

5.1 Income Tax (continued)

Deferred Tax on Freehold Buildings

Due to the re-introduction of depreciation on residential buildings after the enactment of COVID-19 Response

(Taxation and Social Assistance Urgent Measures) Act 2020, $13.5m of deferred tax liability that was held in

respect of freehold buildings as at 31 May 2019 was derecognised at 31 May 2020.

Recognition of Deferred Tax on Deferred Management Fee

The interpretation of New Zealand tax laws in relation to DMF involves significant judgements and uncertainty.

During October 2018, the Group obtained a binding ruling from Inland Revenue, applicable for ORAs entered

into after 1 June 2018 with certain revisions to the terms and conditions relating to the DMF. Pursuant to this

ruling DMF revenue is recognised as derived on the exit of a unit or care suite by a resident.

Recognition of Deferred Tax on Tax Losses

The Company and its subsidiaries exited the former OHHL tax consolidated group from 31 May 2015.

All tax losses incurred by the Company and its subsidiaries until 31 May 2015 are tax losses of the OHHL

consolidated tax group (of which the Group is no longer a member).

On 5 September 2018 the Group forfeited all losses ($18.9m) generated prior to the IPO of the Company as

a result of the sale of 15.56% of OHHL’s shareholding. This resulted in the cessation of shareholder continuity.

On 3 February 2020 OHHL sold its remaining shareholding and at this point all losses which remained at the

point of the cessation of shareholder continuity, 5 September 2018, were also forfeited.

After allowing for the utilisation of losses to offset additional taxable income arising from the change in

recognition of DMF revenue, the forfeiture of losses generated prior to IPO on 5 September 2018, the

forfeiture of losses on the 3 February 2020 OHHL sell down and taking into consideration the new losses

generated in the year to 31 May 2020, the Group now has an estimated $53.4m (2019: $25.6m) of available

tax losses at 31 May 2020. These are effectively the tax losses generated after 5 September 2018 which will

be retained by the Group provided there are no other significant shareholding changes.

The Group may recognise deferred tax assets to the extent that it is probable that the Group will generate

future economic profits to offset the deferred tax assets or to the extent that they offset deferred tax

liabilities. As a result of changes in legislation in respect of deferred tax on property assets during the year

the Group is now in a small deferred tax liability position excluding the impact of tax in relation to losses.

A deferred tax asset of $0.5m has been recognised as at 31 May 2020 in order to offset the net deferred

tax liability position. All other available losses generated after 5 September 2018 are held off balance sheet

and are noted below:

NZ$000’sMay 2020May 2019

Opening balance – tax losses25,58964,583

Prior period adjustments: treatment of DMF income-(21,923)

Prior period adjustments: other(2,280)(3,743)

Losses per Inland Revenue23,30938,917

Losses utilised for the period -(11,039)

Losses forfeited during the year(6,900)(15,684)

Losses generated during the year3 7,0 2 613,395

Closing balance – tax losses53,43525,589

75
5.2 Intangible Assets

Accounting Policy

Goodwill

Goodwill represents the excess of cost of an acquisition over the fair value of the Group's share of the

net identifiable assets of the acquired subsidiary or business at the date of acquisition. Goodwill is not

amortised. Instead, goodwill is tested at least once annually for impairment at 31 May and carried at cost less

accumulated impairment losses. Impairments are recognised in the Statement of Comprehensive Income.

Gains and losses on the disposal of an entity or cash generating unit (“CGU”) include the carrying amount of

goodwill relating to the entity or CGU sold. Goodwill is allocated to CGUs and these CGUs are grouped where

appropriate for the purpose of impairment testing. The allocation is made to those CGUs or groups of CGUs

that are expected to benefit from the business combination in which the goodwill arose.

Computer Software

Costs associated with maintaining computer software programmes are recognised as an expense as incurred.

Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring

to use the specified software. These costs are amortised on a straight line basis over their estimated useful

lives (2.5 years).

$NZ000’sGoodwillSoftwareTotal

Year ended 31 May 2019

Opening net book amount16,8175811 7, 3 9 8

Additions - 1,1401,140

Amortisation-(109)(109)

Impairment charge(8,149)-(8,149)

Disposal(1,612)-(1,612)

Closing net book amount7,0 5 61,6128,668

As at 31 May 2019

At cost2 0 7, 3 8 74,820212,207

Accumulated amortisation and impairment(200,331)(3,208)(203,539)

Net book amount7,0 5 61,6128,668

Year ended 31 May 2020

Opening net book amount7,0 5 61,6128,668

Additions - 2,7092,709

Amortisation-(56)(56)

Impairment charge(491)-(491)

Disposal---

Closing net book amount6,5654,26510,830

As at 31 May 2020

At cost2 07, 3 8 77,0 2 1214,408

Accumulated amortisation and impairment(200,822)(2,756)(203,578)

Net book amount6,5654,26510,830

Impairment Test for Goodwill

The carrying value of goodwill has been assessed on a site by site basis taking into account the site's results

as a whole.

The carrying amount of goodwill at each site is not significant in comparison to the total amount of goodwill.

All goodwill is allocated to the care CGUs.

Key Judgements in Applying the Accounting Policies

Care CGUs Recoverable Amount

The recoverable amount of the individual care sites has been determined based on an external valuation

of fair value less costs to sell by CBRE Limited as an external valuer. The fair value less costs to sell is

considered level 3 in the fair value hierarchy. This has been used for comparison to current carrying value.

The assumptions used in determining the fair value for care centres are disclosed in note 3.2.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

76

Oceania Healthcare Limited | Annual Report 2020

5.3 Trade and Other Receivables

Accounting Policy

Trade receivables are amounts due from residents and various government agencies in the ordinary

course of business and are recognised initially at fair value, being its transaction price, plus transaction

costs. Trade receivables are held with the objective of collecting the contractual cash flows and therefore

they are subsequently measured at amortised cost using the effective interest method, less a provision

for impairment.

Occupation licence payment receivables are recognised at the point in time that an ORA becomes

unconditional and has either “cooled off” or where the resident is in occupation, and the resident has not

yet made all of the contractual licence payment to the Group. The long term portion of this receivable has

been discounted by $0.4m after applying the 5 year swap rate adjusted for the BKBM rate as a proxy for

cost of capital.

$NZ000’s May 2020May 2019

Net trade and other receivables

Trade receivables13,03211,317

Less: Loss allowance (435)(428)

12,59710,889

Occupation licence payment receivable27,63631,282

Prepayments1,3971,370

Trade and other receivables41,63043,541

Recognition, Measurement and Judgements in Applying Accounting Policies

The Group applies the simplified approach to measuring expected credit losses which uses a lifetime

expected loss allowance for all trade receivables and requires recognition from initial recognition of the

trade receivable. To measure expected credit losses, trade receivables have been grouped and reviewed

on the basis of the number of days since resident departure and the funding stream and type of debtor.

Judgement is used in selecting the inputs to the impairment calculation and is based on past history and

forward looking assumptions.

The Group has the following financial assets subject to the application of the expected credit loss model:

– Trade receivables from care operations for the provision of care fees revenue for rest home and hospital

fees. These are split between private amounts owed by residents and amounts due from agencies such

as the Ministry of Health and ACC.

– Trade receivables from village operations for the provision of weekly service fees and occupation licence

payment receivables. These are receivable from residents.

The following details the expected loss rate adopted by the Group based on historic impairments and

any other known factors with respect to resident departure date. A review of the appropriateness of the

expected loss rate has been undertaken in light of COVID-19 and no change to the rate applied has been

required or made.

Category of debtExpected Loss Rate

Current

Departure

<90 days

Departure

>90 days

Care residents1%10%75%

Ministry of Health / ACC1%1%100%

Village Residents---

There is no significant concentration of credit risk as trade receivables relate to individual residents and

government agencies.

77
5.4 Trade and Other Payables

Accounting Policy

Trade and other payables represent liabilities for goods and services provided to the Group prior to

the end of financial year which are unpaid. The amounts are unsecured and are usually paid within

30 days of recognition.

Trade payables are recognised initially at fair value less transaction costs and subsequently measured

at amortised cost using the effective interest method.

Sundry payables include $0.1m (2019: $0.1m) relating to cash held on behalf of residents.

Wages and Salaries, Annual Leave and Long Service Leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave are recognised in

other payables in respect of employees' services up to the reporting date and are measured at the

amounts expected to be paid when the liabilities are settled.

The liability for employee entitlements is carried at the present value of the estimated future cash flow.

The liability for long service leave is recognised in the provision for employee entitlements and measured

as the present value of expected future payments to be made in respect of services provided by employees

up to the reporting date. Consideration is given to expected future wage and salary levels, experience of

employee departures and periods of service.

An amount has been recognised with respect to the portion of the COVID-19 wage subsidy received in

advance relating to employee expenses to be incurred in June 2020.

$NZ000’sMay 2020May 2019

Trade payables5,8586,120

Sundry payables and accruals11,6541 7, 4 7 3

Accrued interest on external borrowings and derivatives514131

Employee entitlements16,65814,841

COVID-19 wage subsidy payable147-

Trade and other payables34,83138,565

5.5 Related Party Transactions

On 5 September 2018 OHHL sold 15.56% of its holding. On 22 May 2019 OHHL sold a further 0.49% holding

resulting in a remaining 41.16% shareholding as at 31 May 2019 and on 3 February 2020 OHHL sold its

remaining holding. There are now no major shareholders.

The below entities are subsidiaries of Oceania Healthcare Limited.

Name of EntityPrincipal Activities20202019Class of shares

Oceania Group (NZ) Limited Support office functions100%100%Ordinary

Oceania Care Company LimitedOperation of aged care centres100%100%Ordinary

Oceania Village Company LimitedOwnership and operation of

retirement villages

100%100%Ordinary

OCA Employees Trustee LimitedHold LTIP shares and ESS shares

on behalf of employees

100%100%Ordinary

All subsidiaries are incorporated in New Zealand and have a balance date of 31 May. There are no significant

restrictions on subsidiaries.

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

78

Oceania Healthcare Limited | Annual Report 2020

5.5 Related Party Transactions (continued)

Key Management Personnel Compensation

Key management personnel are all executives with the authority for the strategic direction and management

of the Group.

$NZ000’s May 2020May 2019

Directors' remuneration and expenses 729780

Directors’ dividends including DRP670269

Salaries and other short term employee benefits2,4482,093

Key management personnel dividends including DRP212158

Termination benefits

2

772 -

4,8313,300

Transactions with Related Parties

There are no outstanding balances with related parties (2019: nil).

5.6 Financial Risk Management

The Group's activities expose it to a variety of financial risks: market risks (including cash flow interest

rate risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the

unpredictability of financial markets and seeks to minimise potential adverse effects on the financial

performance of the Group. The Group uses derivative financial instruments such as interest rate swap

contracts to hedge certain interest rate risk exposures. Derivatives are exclusively used for hedging purposes,

i.e. not as trading or other speculative instruments. The Group uses different methods to measure different

types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rates

to determine market risk and aging analysis for credit risk.

Classification and measurement

Financial assets are required to be classified into three measurement categories: those measured at fair

value through profit and loss, those measured at fair value through other comprehensive income and those

measured at amortised cost. The determination is made at initial recognition. The classification depends

on the entity's business model for managing its financial instruments and the contractual cash flow

characteristics of the instrument. Trade receivables are amounts due from residents and various government

agencies held to collect contractual cash flows in the ordinary course of business. These balances are held

at amortised cost less a provision for impairment.

Risk management is carried out centrally by management under policies approved by the Board of Directors.

The Directors provide written principles for overall risk management, as well as policies covering specific

areas, such as interest rate risk, credit risk, use of derivative financial instruments and non-derivative

financial instruments.

(a) Market Risk

Market risk is the risk that changes in market prices such as interest rates will affect the Group’s income.

The objective of market risk management is to manage and control market risk exposures within acceptable

parameters, while optimising the return on risk.

(b) Cash Flow Risk

The Group has no significant interest-bearing assets, as such the Group's income is substantially independent

of changes in market interest rates.

The Group's interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose

the Group to cash flow interest rate risk. The cash flow and interest rate risks are monitored by the Directors

on a monthly basis. The Directors monitor the existing interest rate profile with reference to the Group’s

Treasury Policy and the Group’s underlying interest rate exposure. Management present interest rate hedging

analysis and strategies to the Directors for consideration and seek Director approval prior to entering into

any interest rate swaps.

2

Termination payments were made to two employees who met the definition of 'key management' and ceased to be employed by

the Group during the year.

79
The following table shows the sensitivity of the Group's Profit / (Loss) and equity to a movement in interest

rates of +/-1%. This assumes all other variables remain constant.

+1% -1%

NZ$000’sProfit / (Loss)EquityProfit / (Loss)Equity

2020

Interest expense(3,902)(3,902)3,9023,902

2019

Interest expense(677)(677)677677

Interest Rate Swaps

It is the Group's policy to manage interest rate risk through the use of interest rate swaps to reduce the

impact of changes in interest rates on its floating rate long term debt. The objective of the interest rate

swaps is to protect the Group from the short to medium term impact to cash flows which arises out of

variability in floating interest rates.

Interest rate swaps are initially recognised at fair value on the date a contract is entered into and are

subsequently measured at fair value on each reporting date. The fair values of the interest rate swaps are

determined based on cash flows discounted to present value using current market interest rates.

When interest rate swaps meet the criteria for cash flow hedge accounting, the effective portion of the gain

or loss on the hedging instrument is recognised in other comprehensive income, while the ineffective portion

is recognised in other expenses in the Consolidated Statement of Comprehensive Income. Amounts taken to

the interest rate reserve are transferred out of the reserve and included in the measurement of the hedged

transaction when the forecast transaction occurs. When interest rate swaps do not meet the criteria for

cash flow hedge accounting, all movements in fair value of the hedging instruments are recognised in the

Consolidated Statement of Comprehensive Income.

The Group adopted NZ IFRS 9 Financial Instruments (“NZ IFRS 9”) on 1 June 2018. The Group applied the

available exemption to continue to apply NZ IAS 39 to swaps which matured on 31 May 2019. From this

point forward all swaps are accounted for under NZ IFRS 9. After the adoption of NZ IFRS 9 the rules on

hedge accounting have been amended to align accounting treatment with risk management practices of the

reporting entity.

Under the interest rate swap agreements, the Group has a right to receive interest at variable rates and an

obligation to pay interest at fixed rates. At 31 May 2019, the Group’s interest rate swaps of $100.0m matured.

New interest rate swaps of $175.0m were put in place with an effective date of 1 June 2019 (with a trade date

of 30 April 2019). Of the interest rate swaps in place at 31 May 2020, $175.0m (2019: 175.0m) are being used

to cover approximately 54% (2019: 66%) of the loan principal outstanding. These agreements effectively

change the Group’s interest exposure on the principal covered by the interest rate swaps from a floating

rate to a fixed rate. Bank loans of the Group currently bear an average fixed interest rate (including margin

and line fees) of 4.1% (2019: 4.1%). The fair value of these agreements at 31 May 2020 is a $10.5m liability.

The agreements cover notional amounts for a period of 3 years, 5 years, and 7 years.

The notional principal amounts and the period of expiry of the interest rate swap contracts are as follows:

Average Contracted

Fixed Interest RateNotional Principal Amount

May 2020

%

May 2019

%

May 2020

$NZ000’s

May 2019

$NZ000’s

Less than 1 year-4.10--

Between 1 and 3 years3.044.0375,00075,000

Between 3 and 5 years3.174.1050,00050,000

Over 5 years3.354.1950,00050,000

80
Oceania Healthcare Limited | Annual Report 2020

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 May 2020

5.6 Financial Risk Management (continued)

(c) Credit Risk

Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks

and financial institutions, as well as credit exposure from trade and other receivables.

In the normal course of business, the Group has no significant concentrations of credit risk. Other than on

a small number of exceptions, the Group requires settlement of the ORA before allowing occupation of its

villas or apartments. Therefore, the Group does not face significant credit risk. The values attached to each

financial asset in the Consolidated Balance Sheet represent the maximum credit risk. No collateral is held

with respect to any financial assets. The Group enters into financial instruments with various counterparties

in accordance with established limits as to credit rating and dollar limits and does not require collateral or

other security to support the financial instruments.

Concentrations

Cash and cash equivalents of the Group are deposited with one of the major trading banks. Non-

performance of obligations by the bank is not expected due to the credit rating of the counter party

considered. The Standard and Poors credit rating of the counter party as at 31 May 2020 is AA- (2019: AA-).

The Group’s receivables represent distinct trading relationships with each of the residents. There are no

concentrations of credit risk with residents. Large receivables generally relate to the residential care subsidies

which are received in aggregate via the various District Health Boards and Work and Income New Zealand.

Neither of these entities has demonstrated, or is considered, a credit risk.

(d) Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the

availability of funding through an adequate amount of committed credit facilities and the ability to close-out

market positions. Due to the dynamic nature of the underlying businesses, the Directors aim at maintaining

flexibility in funding by keeping committed credit lines available.

Cash flow forecasting is regularly performed by management. Management monitors rolling forecasts of the

Group's liquidity requirements to ensure it has sufficient cash to meet operational needs, while maintaining

headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach

borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the

Group's debt financing plans and covenant compliance.

The table below shows the maturity analysis of the Group's contractual undiscounted cash flows.

NZ$000’s

Less than

1 year

Between

1 and 2 years

Between

2 and 5 years

Over

5 years

2020

Trade and other payables1 7, 51 2 - - -

Lease liabilities3,2112,8704,1387, 1 3 4

Borrowings7,7 3 07, 4 8 4334,361-

Cash flow hedge – interest rate swaps2,9583,0906,776885

Refundable occupation right agreements535,370 - - -

2019

Trade and other payables23,593 - - -

Borrowings10,92813,052282,749-

Cash flow hedge – interest rate swaps7961,009 1,551 (210)

Refundable occupation right agreements436,481 - - -

The refundable ORAs are repayable to the resident on vacation of the unit, apartment, care suite or on the

termination of the occupation right agreement and subsequent resale of the unit, apartment or care suite.

The expected maturity of the refundable ORAs is shown in note 3.3.

(e) Capital Risk Management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going

concern to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal

capital structure to reduce the cost of capital. The consolidated financial statements are prepared on a

going concern basis.

81
5.7 New Accounting Standards

New and amended standards adopted by the Group

In the current year, the Group adopted all mandatory new and amended standards and interpretations,

including:

NZ IFRS 16, Leases (effective for the Group from 1 June 2019)

The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases.

The objective of the standard is to ensure that lessees and lessors provide relevant information in a manner

that faithfully represents those transactions.

The standard does not change the accounting treatment from the perspective of lessors and the Group

confirms that there is no change in recognition of rental and DMF income.

The standard requires a lessee to recognise a lease liability on the balance sheet reflecting the future lease

payments and a right of use asset for all lease contracts, except those which are of low value or short term.

This standard primarily effects the accounting of the Group’s operating leases. As at 31 May 2019 the Group

had non-cancellable operating lease commitments of $13.1m under operating leases. Many of the Group’s

leases relate to leases of low value assets however the Group currently leases three care centres and two

administrative buildings.

The Directors have elected to apply the modified retrospective approach. Under this approach the cumulative

effect of the initial recognition of NZ IFRS 16 is recognised as an adjustment to retained earnings as at 1 June

2019 and comparative figures are not restated but instead continue to reflect the accounting treatment under

the previous standard. In addition, the Group has utilised the following permitted practical expedients:

a) The recognition exemption for short-term leases (term up to one year) and low-value leases (under $5k);

b) Not reassessing whether a contract is, or contains, a lease at the date of initial application;

c) Leases which end within 12 months of the date of initial application.

The following impacts are noted in the context of the 31 May 2020 balances:

a) A straight-line operating lease expense of $1.3m would have been recognised if the new standard had not

been adopted, however instead there is an additional depreciation charge of $0.8m and additional interest

expense on lease liabilities of $0.5m;

b) The repayment of the principal portion of all lease liabilities has been classified as financing activities; and

c) The Consolidated Balance Sheet has been impacted by the recognition of additional right of use assets

of $5.7m and corresponding additional lease liabilities of $8.7m in respect of leases previously classified

as operating leases. The liabilities were measured at the present value of the lease payments, discounted

at a rate of between 5.7% and 6.0% for the different classes of assets. Total right of use assets and

corresponding liabilities are $40.8m and $13.0m respectively. This results in a decrease in opening

retained earnings as at 1 June 2019 of approximately $3.0m (net of tax: $2.2m).

The adoption of NZ IFRS 16 has had no impact on net cash flows of the Group. Refer to note 3.4 for

further details.

A reconciliation between the operating lease commitments disclosed as at 31 May 2019 and the lease liability

recognised on adoption of NZ IFRS 16 on 1 June 2019 is provided below.

$NZ000’s 1 June 2019

Operating lease commitments disclosed as at 31 May 201913,076

Discounted at the date of initial application8,870

Add: Finance lease liabilities already recognised as at 31 May 20195,517

Add: Adjustment for lease variations-

Less: Low-value and short-term leases recognised on a straight-line basis as expense(148)

Lease liabilities recognised as at 1 June 201914,239

Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020

82

Oceania Healthcare Limited | Annual Report 2020

5.8 Contingencies and Commitments

At 31 May 2020, the Group had no contingent liabilities or assets (2019: nil).

At 31 May 2020, the Group has a number of commitments to develop and construct certain sites totalling

$113.9m (2019: $106.7m) of which $113.5m (2019: $106.7m) relates to development sites.

As at 31 May 2020, a commitment of $9.3m (2019: $11.5m) exists in relation to Stage One and $9.9m (2019:

$27.2m) in relation to Stage Two in the form of future lease payments in respect of the development of Everil

Orr, a leasehold site. Lease payment obligations arise as ORAs are sold. Refer to note 3.4 for further details.

There are no significant unrecognised contractual obligations entered into for future repairs and maintenance

at balance date.

5.9 Events After Balance Date

Balance Date

On 9 July 2020 the Group received approval from the Commissioner of Inland Revenue to change the

balance date of the Group and its subsidiaries to 31 March. The Group is in the process of notifying all

affected parties.

Dividend

On 23 July 2020 a final dividend of 1.2 cents per share (not imputed) was declared and will be paid

on 17 August 2020. The record date for entitlement is 3 August 2020. Refer to note 4.1.

There have been no other significant events after balance date.











PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz


Independent auditor’s report

To the Shareholders of Oceania Healthcare Limited

We have audited the consolidated financial statements which comprise:

● The consolidated balance sheet as at 31 May 2020;

● The consolidated statement of comprehensive income for the year then ended;

● The consolidated statement of changes in equity for the year then ended;

● The consolidated cash flow statement for the year then ended; and

● The notes to the consolidated financial statements, which include significant accounting

policies.


Our opinion

In our opinion, the accompanying consolidated financial statements of Oceania Healthcare Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

fi nancial position of the Group as at 31 May 2020, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial

statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Group in the areas of trustee reporting and agreed upon

procedures in respect of proxy voting at the Annual Shareholders Meeting. The provision of these

other services has not impaired our independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed in

the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

83

Independent Auditor's Report

To the shareholders of Oceania Healthcare Limited



PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz



Independent auditor’s report

To the shareholders of Oceania Healthcare Limited

We have audited the consolidated financial statements which comprise:

• the consolidated balance sheet as at 31 May 2019;

• the consolidated statement of comprehensive income for the year then ended;

• the consolidated statement of changes in equity for the year then ended;

• the consolidated cash flow statement for the year then ended; and

• the notes to the consolidated financial statements, which include significant accounting policies.


Our opinion

In our opinion, the accompanying consolidated financial statements of Oceania Healthcare Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 31 May 2019, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial

statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Group in the areas of trustee reporting, tax advisory and

market research. The provision of these other services has not impaired our independence as auditor

of the Group.











PwC



Key audit matter How our audit addressed the key audit

matter

Valuation of investment property and freehold

land and buildings with material valuation

uncertainty arising from COVID-19

As disclosed in note 3.1 and 3.2 of the

consolidated financial statements:


• the Group’s investment property portfolio was

valued at $947.8 million at 31 May 2020 and

included completed investment property and

investment property under development.

• the Group’s freehold land and buildings were

valued at $471.6 million at 31 May 2020. This

included freehold land and buildings operated

by the Group for the provision of care services,

care suites, and land and buildings to be

developed into care facilities in the future

(together referred to as freehold land and

buildings).


The Group’s accounting policy is to measure

these assets at fair value.


Independent valuations of all investment

property and freehold land and buildings were

carried out by a third party valuer, CBRE

Limited (the Valuer). As discussed in note 1.3

and note 3 of the consolidated financial

statements, the Valuer has included a material

valuation uncertainty clause in their valuation

report. This clause highlights that less

certainty, and consequently a higher degree of

caution, should be applied to the valuations as a

result of the COVID-19 pandemic. This

represents a significant estimation uncertainty

in relation to the valuation of investment

property and freehold land and buildings. The

Valuer has considered COVID-19 lockdown

impacts and future anticipated trading

conditions in determining their assumptions

and preparing their valuation.


Completed investment property and care suites

are recorded in the consolidated financial

statements at a Directors’ valuation which is

based on the value determined by the Valuer as

at 30 April 2020, adjusted by management for:

• the impact of any sale, resale and repurchase of

Occupation Right

The valuation of investment property and

freehold land and buildings is inherently

subjective given that there are alternative

assumptions and valuation methods that may

result in a range of values. The impact of

COVID-19 at 31 May 2020 has resulted in a

wider range of possible values than in the past.


We considered the adequacy of the disclosures

made in notes 1.3 and 3 to the consolidated

financial statements. These notes explain that

there is significant estimation uncertainty in

relation to the valuation of investment property

and freehold land and buildings. We discussed

with the Valuer and obtained sufficient

appropriate audit evidence to demonstrate that

the inclusion of the valuation in the consolidated

statement of financial position and disclosures

made in the consolidated financial statements

were appropriate.


Our audit procedures also included the

following:


External valuations

We read the valuation report and discussed it

with the Valuer. We assessed the valuation

approach and confirmed that this was in

accordance with the relevant accounting

standards.


On a sample basis, we tested whether property

specific information supplied to the Valuer by

the Group reflected the underlying property

records held by the Group.


From our discussions with management and the

Valuer, and from our review of the valuation

report, assumptions (as detailed in the

description of this Key Audit Matter) were made

for each individual property to reflect its

characteristics, its overall quality, geographic

location and desirability as a whole.


Valuation adjustments

We tested, on a sample basis, the adjustments

made to the valuations determined by the Valuer

as at 30 April 2020 as detailed in the description

of this Key Audit Matter. This testing included

obtaining signed ORAs for a sample of sales and

resales and supporting documentation for

84

Oceania Healthcare Limited | Annual Report 2020

Independent Auditor's Report (continued)











PwC



Agreements (ORAs) for investment property

between the date of the valuation (30 April

2020) and 31 May 2020;

• the estimated costs to be incurred to complete

development of any asset not complete at the

date of the valuation, but valued by the Valuer as

if it was complete;

• for completed investment property, refundable

occupation licence payments, residents’ share of

resale gains and management fees receivable

which are recognised separately on the

consolidated balance sheet and also reflected in

the Valuer’s cash flow model;

• changes to the operating assumptions applied

by the Valuer to sites in their first few years of

operation.


For each completed investment property and

each care suite, assumptions and estimates were

made in respect of:

• property price growth rate;

• stabilised occupancy periods; and

• discount rate.


Investment property under development and

land and buildings to be developed into care

facilities in the future are recorded in the

consolidated financial statements at a Directors’

valuation which is based on a range of values

determined by the Valuer as at 30 April 2020,

adjusted by management for the cost of any

work in progress.


For each asset under development, assumptions

and estimates were made in respect of the price

per square metre of land.


Freehold land and buildings operated by the

Group for the provision of care services are

recorded in the consolidated financial

statements at a Directors’ valuation which is

based on the value determined by the Valuer as

at 30 April 2020.


For each property, assumptions and estimates

are made in respect of:

• forecast earnings before interest, tax,

depreciation, amortisation, and rent; and

• capitalisation rate.




repurchases in May 2020 and obtaining

quantity surveyors reports to support the

estimated cost to complete developments at 31

May 2020. We also obtained supporting

documentation for a sample of transactions

included in work in progress at 31 May 2020.

For sites in their first few years of operation, we

considered the reasonableness of the changes

made by the Directors to the operating

assumptions.


Assumptions and estimates

Our work over the assumptions focused on the

largest properties within the portfolio and those

properties where the assumptions used and/or

year-on-year fair value movement suggested a

possible outlier compared to the rest of the

portfolio and the market data for the sector.


We held discussions with the Valuer to gain an

understanding of the assumptions and estimates

used and the valuation methodology applied.

This included the impact that COVID-19 had on

significant inputs and assumptions. We also

sought to understand and consider restrictions

imposed on the valuation process (if any) and

the market conditions at balance date.


We engaged our in-house expert to challenge the

work performed by the Valuer and assess the

reasonableness of the assumptions used based

on their knowledge gained from reviewing

valuations of similar properties, known

transactions and available market data.


We understood the apportionment of the

valuations to each class of assets and assessed

the reasonableness of this through discussions

with the Valuer and our in-house expert.


Valuation estimates

Because of the judgement involved in

determining valuations for individual properties

and the existence of alternative assumptions and

valuation methods, there is a range of values

which can be considered reasonable when

evaluating the independent property valuations

used by the Group. If we identified an error in a

property valuation or determined that the

valuation was outside of a reasonable range, we

evaluated the error or difference to determine if

there was a material misstatement in the

consolidated financial statements.

85

86
Oceania Healthcare Limited | Annual Report 2020

Independent Auditor's Report (continued)











PwC





The valuation of the Group’s property portfolio

is inherently subjective. The existence of

significant estimation uncertainty, coupled with

the fact that only a small percentage difference

in assumptions on individual properties, when

aggregated, could result in material differences,

is why we have given specific audit focus and

attention to this area.


We considered whether there were any events

subsequent to the date of the Valuer’s report

which may have caused the valuation of

investment property and freehold land and

buildings to be materially different to those

determined by the Valuer.

Deferred tax on investment property and care

suites

Determination of deferred tax balances

As disclosed in note 5.1 of the consolidated

financial statements, the Group assesses

deferred tax on investment property and care

suites on the basis that the asset value will be

realised through use (‘Held for Use’).

In applying the Held for Use methodology, the

Group makes four key assumptions which

involve significant judgement:

1. Determining the amount of taxable cash

flows;

2. Timing of taxable cash flows, being at the

end of the Occupation Right Agreement

(ORA) period;

3. Apportionment of the value of investment

property between land and buildings; and

4. Determining the number of years that

commercial investment property is expected

to be in use and depreciable for tax purposes.


Due to the significant judgement exercised by

the Group in determining the deferred tax on

investment property and care suites, as well as

the impact of changes to tax legislation relating

to depreciation on commercial investment

property, we have given specific audit focus and

attention to this area.

Assumptions with respect to realisation

through held for use

With respect to the assumptions used in the

calculation of deferred tax, we engaged our in-

house tax specialist to challenge the work

performed and assess the reasonableness of the

assumptions based on their knowledge of the tax

legislation and other accepted approaches in the

industry.

1. Determining the amount of taxable

cash flows

We agreed the amount of taxable cash flows of

investment property and care suites from the

Valuer’s report, which is based on materially the

same assumptions and estimates used in the

valuation of investment property and care suites

described above.

2. Timing of taxable cash flows

We tested a sample of new ORAs to confirm that

the Deferred Management Fees (DMF) are

contractually earned at the end of the ORA

period.

3. Apportionment of investment property

For a sample of investment properties, we

agreed the council rateable valuations to the

council website and recalculated the

apportionment between land and buildings.

4. Determining the number of years that

commercial investment property is

expected to be depreciable for tax

purposes

We determined a reasonable range for the

expected period in which the relevant assets will

be in use and depreciable for tax purposes.

Management’s judgement was within this range.

87










PwC



Our audit approach

Overview


An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall Group materiality: $1.9 million, which represents approximately

1% of revenue.

We chose revenue as the benchmark because, in our view, it is a key

financial metric used in assessing the performance of the Group and is not

as volatile as other profit or loss measures.


As discussed above, we have determined that there are two key audit

matters:

● Valuation of investment property and freehold land and buildings

with material valuation uncertainty arising from COVID-19

● Deferred tax on investment property and care suites

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the consolidated financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial

statements and our application of materiality. As in all of our audits, we also addressed the risk of

management override of internal controls including among other matters, consideration of whether

there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the consolidated financial statements as a whole, taking into account the structure of the

Group, the accounting processes and controls, and the industry in which the Group operates.



Information other than the consolidated financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the consolidated financial

statements does not cover the other information included in the annual report and we do not express

any form of assurance conclusion on the other information.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated. If, based on the work we have performed on the other information

that we obtained prior to the date of this auditor’s report, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report

in this regard.

Materiality

Audit

scope

Key audit

matters

88
Oceania Healthcare Limited | Annual Report 2020

Independent Auditor's Report (continued)











PwC



Responsibilities of the Directors for the consolidated financial statements

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

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements, as a whole, are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is

located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-

report-1/


This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s Shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

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 Company and the Company’s Shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Leopino Foliaki.

For and on behalf of:

Chartered Accountants

23 July 2020

Auckland

89
Corporate Governance

This section of the Annual Report provides information on Directors’ independence, diversity and inclusion

policies, remuneration and statutory disclosures.

Oceania Healthcare’s governance framework is guided by the recommendations set by the NZX Corporate

Governance Code. Oceania Healthcare has prepared a statement on the extent to which it has followed

the recommendations in the NZX Corporate Governance Code. The Corporate Governance Statement is

current as at 31 May 2020. Oceania Healthcare considers that it has followed the recommendations in the

NZX Corporate Governance Code in all respects during FY2020.

For detailed information on Oceania Healthcare’s corporate governance policies, practices

and processes please refer to the Investors section on the Oceania Healthcare website –

www.oceaniahealthcare.co.nz/investor-centre/governance

This contains the following documents:

Corporate Governance Statement

Constitution

Charters

– Board Charter

– Audit Committee Charter

– Remuneration Committee Charter

– Clinical and Health and Safety Committee Charter

– Development Committee Charter

Policies

– Code of Values and Conduct

– Health and Safety Policy

– Occupational Rehabilitation Policy

– Fraud Policy

– Whistleblowing Policy

– Diversity Policy

– Market Disclosure Policy

– Remuneration Policy

– Trading in Company Securities Policy

– External Auditor Independence Policy

– Privacy Policy

Dividend Reinvestment Plan Offer Document

Director Independence

As at 31 May 2020 and the date of this Annual Report, the Board comprised the following six Directors:

Elizabeth Coutts

Chair, Independent DirectorAppointed in November 2014

Alan Isaac

Independent DirectorAppointed in October 2015

Dame Kerry Prendergast

Independent DirectorAppointed in December 2016

Sally Evans

Independent DirectorAppointed in March 2018

Patrick McCawe

Independent DirectorAppointed in February 2017

Gregory Tomlinson

Independent DirectorAppointed in March 2018

90
Oceania Healthcare Limited | Annual Report 2020

Director Independence (continued)

All of the Directors are non-executive Directors. The Board has considered which of the Directors are independent

Directors for the purposes of the NZX Listing Rules and has determined that, as at 31 May 2020, all six Directors

are independent Directors, including the Chair and the Chair of the Audit Committee. The factors relevant to

determining whether a Director is an independent Director are the criteria in the NZX Listing Rules for Director

independence, having regard to the factors described in the NZX Corporate Governance Code that may impact

Director independence.

Committee Membership

The Board has four standing committees to assist in the execution of the Board’s duties, being the Audit Committee,

the Remuneration Committee, the Clinical and Health and Safety Committee and the Development Committee.

As at 31 May 2020, membership of the committees was as follows:

Audit Committee – Alan Isaac (Chair), Elizabeth Coutts, Patrick McCawe

Remuneration Committee – Sally Evans (Chair), Elizabeth Coutts, Alan Isaac

Clinical and Health and Safety Committee – Dame Kerry Prendergast (Chair), Elizabeth Coutts, Sally Evans

Development Committee – Gregory Tomlinson (Chair), Elizabeth Coutts

Diversity

Oceania Healthcare’s Diversity Policy is available on its website. The Diversity Policy aims to ensure that Oceania

Healthcare has a focus on diversity throughout the organisation. This recognises that a diverse workforce

contributes to business growth and performance, helping to drive an inclusive, high performance environment.

The Board considers that the Diversity Policy has been successfully implemented across the business with an

excellent balance of gender and ethnicity at Director and officer levels. As at 31 May 2020 (and 31 May 2019 for

the prior comparative period), the gender breakdown of the Directors, officers (as that term is defined in the

NZX Listing Rules) and employees is as follows:

31 May 202031 May 2019

Gender

MaleFemaleMaleFemale

Directors

3343

Officers

5555

Employees

41623683442268

Oceania Healthcare is developing further internal systems and processes to allow regular and efficient monitoring

of policy objectives.


Corporate Governance (continued)

91
Remuneration Report

Directors’ Fees

Directors’ remuneration is paid in the form of fees. A higher level of fees is paid to the Chair to reflect the

additional time and responsibilities that this position involves. Additional fees are payable in respect of work

carried out by the Chairs of the Audit Committee, Remuneration Committee and the Clinical and Health and

Safety Committee.

Director Remuneration paid in the year ended 31 May 2020

Director

Board

Fees

Audit

Committee

Clinical and

Health and

Safety

Committee

Remuneration

Committee

Total

Remuneration

Elizabeth Coutts (Chair)$180,000---$180,000

Alan Isaac$90,000$20,000--$110,000

Dame Kerry Prendergast$90,000-$15,000-$105,000

Sally Evans$90,000--$7,500$97,500

Hugh FitzSimons

1

$60,775---$60,775

Patrick McCawe$90,000---$90,000

Gregory Tomlinson$90,000---$90,000

1

Hugh FitzSimons resigned from the Board on 3 February 2020.

The above fees exclude GST and expenses.

Employees’ Remuneration

Oceania Healthcare did not employ people directly in the year ended 31 May 2020. All employees are employed

by the subsidiaries of Oceania Healthcare. The number of employees and former employees of Oceania

Healthcare’s subsidiaries, not being a Director of Oceania Healthcare, who received remuneration and other

benefits the value of which was or exceeded $100,000 during the financial year ended 31 May 2020 is set out

in the table of remuneration bands below.

The remuneration figures shown in the “Remuneration” column include all monetary payments actually paid

during the course of the year ended 31 May 2020, which include performance incentive payments for the year

ended 31 May 2019. The table does not include amounts paid after 31 May 2020 that relate to the year ended

31 May 2020.

RemunerationNumber of EmployeesRemunerationNumber of Employees

$100,000 - $109,999

9

$200,000 - $209,999

2

$110,000 - $119,999

9

$210,000 - $219,999

3

$120,000 - $129,999

11

$220,000 - $229,999

1

$130,000 - $139,999

11

$230,000 - $239,999

1

$140,000 - $149,999

11

$270,000 - $279,999

1

$150,000 - $159,999

7

$280,000 - $289,999

1

$160,000 - $169,999

3

$400,000 - $409,999

1

$170,000 - $179,999

3

$500,000 - $509,999

1

$180,000 - $189,999

1

$630,000 - $639,999

1

$190,000 - $199,999

4

$1,180,000 - $1,189,999

1

92
Oceania Healthcare Limited | Annual Report 2020

Corporate Governance (continued)

Chief Executive Officer’s Remuneration

The remuneration of the Chief Executive Officer (“CEO”) for the year ended 31 May 2020 is as follows:

Base

Salary

Other

BenefitsSTISubtotalLTIP

Remuneration

Total

$517,937$34,217$84,875$637,029–$637,029

Mr Gasparich received a short term incentive of $84,875. This was based on achievement of financial performance

(EBITDA performance against budget), health and safety performance (injury and reporting rates), personal

goals and a discretionary component for the year ended 31 May 2019.

The remuneration of the CEO for the year ended 31 May 2019 (being the prior comparative period) is as follows:

Base

Salary

Other

BenefitsSTISubtotalLTIP

Remuneration

Total

$507,001$28,743$208,576$744,320$36,827$781,147

Mr Gasparich received a short term incentive of $208,576. This was based on achievement of financial performance

(EBITDA performance against budget), health and safety performance (injury and reporting rates), personal goals

and a discretionary component for the year ended 31 May 2018.

The remuneration of the CEO comprises a fixed remuneration and performance payments. Fixed remuneration

includes a base salary, the provision of a carpark and a vehicle allowance.

Statutory Disclosures

Disclosure of Directors’ Interests

The following particulars were entered in the Interests Register kept for Oceania Healthcare and its subsidiaries

during the year ended 31 May 2020:

Elizabeth Coutts: Disclosed she ceased to hold the following position: President of the Institute of Directors.

Alan Isaac: Disclosed he ceased to hold the following position: Chairman of McGrathNicol & Partners.

Disclosed the following new position: President of the Institute of Directors (previously Vice-President).

Dame Kerry Prendergast: Disclosed the following new positions: Director of Commercial Fisheries Services;

Chair of Wellington Opera; and Chair of Royal New Zealand Ballet.

Sally Evans: Disclosed she ceased to hold the following position: Chair of LifeCircle Australia Limited.

Hugh FitzSimons (resigned as a Director on 3 February 2020): Disclosed he ceased to hold the following

positions: Director of Hobart Airport and associated entities; Director of RSL Lifecare Limited.

Disclosed the following new positions: Director of Queensland Airports Limited and associated entities;

Director of Port of Newcastle; Alternate Director of North Queensland Airports.

Specific Disclosures

There were no specific disclosures made by Directors during the year ended 31 May 2020 of any interests

in transactions with Oceania Healthcare or any of its subsidiaries.

Use of Company Information

During the year ended 31 May 2020, the Board did not receive any notices from Directors requesting use

of Oceania Healthcare’s or any of its subsidiaries’ information.

93
Securities Dealings of Directors

Dealings by Directors of Oceania Healthcare in relevant interests in Oceania Healthcare’s ordinary shares during

the year ended 31 May 2020 are entered in the Interests Register:

Director

Number of

Ordinary Shares

Nature of

Relevant Interest

Acquisition

/ Disposal

Consideration

(Per Share)

Date of

Transaction

Dame Kerry

Prendergast

100,000Registered and

beneficial interest

Acquisition$1.032 August 2019

Gregory Tomlinson 800,000Beneficial interestAcquisition$1.037 August 2019

Gregory Tomlinson42,692Beneficial interestAcquisition$1.0212 August 2019

Gregory Tomlinson500,000Beneficial interestAcquisition$1.0215 August 2019

Gregory Tomlinson500,000Beneficial interestAcquisition$1.0320 August 2019

Elizabeth Coutts15,649Beneficial interestAcquisition$1.0026 August 2019

Alan Isaac3,476Beneficial interest Acquisition$1.0026 August 2019

Dame Kerry

Prendergast

3,477Registered and

beneficial interest

Acquisition$1.0026 August 2019

Gregory Tomlinson196,086 Beneficial interestAcquisition$1.0026 August 2019

Sally Evans441 Registered and

beneficial interest

Acquisition$1.0026 August 2019

Alan Isaac20,000Beneficial interestAcquisition$1.0210 September 2019

Hugh FitzSimons251,202,979Shares held by OHHL

2

Disposal$1.2030 January 2020

Patrick McCawe251,202,979Shares held by OHHL

2

Disposal$1.2030 January 2020

Elizabeth Coutts250,000Beneficial interestAcquisition$1.2030 January 2020

Alan Isaac20,000Beneficial interest Acquisition$1.2030 January 2020

Dame Kerry

Prendergast

100,000Registered and

beneficial interest

Acquisition$1.2030 January 2020

Gregory Tomlinson5,000,000Beneficial interestAcquisition$1.2030 January 2020

Sally Evans19,200Registered and

beneficial interest

Acquisition$1.2430 January 2020

Elizabeth Coutts15,287Beneficial interestAcquisition$1.1824 February 2020

Alan Isaac3,192Beneficial interest Acquisition$1.1824 February 2020

Dame Kerry

Prendergast

3,980Registered and

beneficial interest

Acquisition$1.1824 February 2020

Gregory Tomlinson342,855 Beneficial interestAcquisition$1.1824 February 2020

Sally Evans659 Registered and

beneficial interest

Acquisition$1.1824 February 2020

Elizabeth Coutts50,000Beneficial interestAcquisition$0.5620 March 2020

Gregory Tomlinson1,000,000Beneficial interestAcquisition$0.5120 March 2020

Alan Isaac20,000Beneficial interestAcquisition$0.6025 March 2020

Alan Isaac10,000Beneficial interestAcquisition$0.5926 March 2020

2

Oceania Healthcare Holdings Limited (“OHHL”) held shares in Oceania Healthcare. OHHL is owned indirectly by three

institutional funds that are managed by specialist management companies within the Macquarie Infrastructure and Real

Assets division of Macquarie Group Limited. The fund investments are held through various sub trusts. The Trust Company

Limited, as custodian, holds OHHL shares on behalf of the sub trusts. As Directors of OHHL, each of Patrick McCawe and

Hugh FitzSimons had the power to control the exercise of the rights attaching to the shares held by OHHL, and the power

to control the acquisition or disposition of such shares.

Corporate Governance (continued)
94

Oceania Healthcare Limited | Annual Report 2020

Directors’ Interests in Shares

Directors of Oceania Healthcare have disclosed the following relevant interests in shares as at 31 May 2020:

DirectorNumber of Shares in which a Relevant Interest is Held

Elizabeth Coutts1,230,936 shares

Alan Isaac276,668 shares

Dame Kerry Prendergast307,457 shares

Sally Evans40,300 shares

Patrick McCawe250,000 shares

Gregory Tomlinson18,858,332 shares

Indemnity and Insurance

Oceania Healthcare has granted indemnities, as permitted by the Companies Act 1993 and the Financial Markets

Conduct Act 2013, in favour of each of its Directors. Oceania Healthcare also maintains Directors’ and Officers’

liability insurance for its Directors and officers.

Auditor’s Fees

Oceania Healthcare’s external auditor is PricewaterhouseCoopers. Total fees paid by Oceania Healthcare and

its subsidiaries to PricewaterhouseCoopers in its capacity as auditor during the financial year ended 31 May

2020 were $369,700. Total fees paid to PricewaterhouseCoopers for other professional services (being trustee

reporting, taxation services and research on new markets) during the financial year ended 31 May 2020 were

$12,000. No other fees were paid to PricewaterhouseCoopers for other professional services.

Donations

During the year ended 31 May 2020, Oceania Healthcare and its subsidiaries paid a total of $6,841 in donations.

Stock Exchange Listings

Oceania Healthcare’s shares are listed on the NZX and the ASX. Oceania Healthcare is listed on ASX as a Foreign

Exempt Listing, which means that Oceania Healthcare is required to comply with the NZX Listing Rules but

it is exempt from the majority of the ASX Listing Rules. In accordance with ASX Listing Rule 1.15.3, Oceania

Healthcare confirms that it has complied with the NZX Listing Rules for the financial year ended 31 May 2020.

NZX Waivers

Oceania Healthcare does not have any waivers from the requirements of the NZX Listing Rules.

Credit Rating

Oceania Healthcare has no credit rating.

Former Directors

Hugh FitzSimons resigned as a Director of Oceania Healthcare and OCA Employees Trustee Limited on

3 February 2020.

Matthew Ward resigned as a Director of Oceania Village Company Limited, Oceania Care Company Limited

and Oceania Group (NZ) Limited on 24 February 2020.

Subsidiary Company Directors

Earl Gasparich and Brent Pattison are the Directors of all Oceania Healthcare’s subsidiaries as at 31 May 2020,

with the exception of OCA Employees Trustee Limited (the Directors of which are Elizabeth Coutts and

Sally Evans).

No remuneration is payable, and there is no entitlement to other benefits, for any directorship of a subsidiary.

95
SHAREHOLDER INFORMATION

Twenty Largest Shareholders

(as at 30 June 2020)

Registered ShareholderNumber of Shares% Shares

1New Zealand Central Securities Depository Limited198,463,01832.11

2FNZ Custodians Limited53,260,2018.61

3Custodial Services Limited19,232,3873.11

4Investment Custodial Services Limited18,302,9162.96

5Tomlinson Group Investments Limited

3

15,223,3522.46

6Custodial Services Limited13,430,9982.17

7New Zealand Depository Nominee Limited12,159,5051.96

8Custodial Services Limited7,256,3461.17

9Forsyth Barr Custodians Limited5,588,3730.90

10Philip George Lennon5,000,0000.80

11Custodial Services Limited4,927,8780.79

12Custodial Services Limited4,727,1910.76

13H & G Limited4,400,0000.71

14Andrew Craig Strong & Alison Jean Strong 4,300,0000.69

15Custodial Services Limited4,268,8490.69

16FNZ Custodians Limited4,060,5230.65

17Harrogate Trustee Limited

3

3,634,9800.58

18Leveraged Equities Finance Limited3,188,0120.51

19OCA Employees Trustee Limited3,164,5570.51

20PT (Booster Investments) Nominees Limited2,666,4590.43

Total

387,255,54562.57

3

Gregory Tomlinson’s relevant interests are held by Tomlinson Group Investments Limited and Harrogate Trustee Limited.

Corporate Governance (continued)
96

Oceania Healthcare Limited | Annual Report 2020

New Zealand Central Securities Depository Limited provides a custodial depository service that allows electronic

trading of securities to its members. It does not have a beneficial interest in these shares. Its major holdings of

Oceania Healthcare shares are held on behalf of:

NameNumber of Shares% Shares

1HSBC Nominees (New Zealand) Limited29,141,4834.71

2Accident Compensation Corporation25,474,6714.12

3Citibank Nominees (New Zealand) Limited25,135,9864.07

4Generate Kiwisaver Public Trust Nominees Limited18,975,8103.07

5ANZ Wholesale Trans-Tasman Property Securities Fund 17,925,5442.90

6MFL Mutual Fund Limited17,671,0472.86

7HSBC Nominees (New Zealand) Limited12,968,4492.10

8BNP Paribas Nominees (NZ) Limited12,394,9872.01

9ANZ Wholesale Australasian Share Fund8,579,2621.39

10JP Morgan Chase Bank NA NZ Branch7,856,5351.27

11BNP Paribas Nominees (NZ) Limited4,474,2210.72

12ANZ Wholesale Property Securities4,213,6490.68

13TEA Custodians Limited3,116,5220.50

14National Nominees Limited3,036,7480.49

15Public Trust Class 10 Nominees Limited2,830,7380.46

16Queen Street Nominees ACF PIE Funds1,710,8540.28

17Public Trust RIF Nominees Limited1,305,6590.21

18ANZ Custodial Services New Zealand Limited754,4450.12

19New Zealand Permanent Trustees Limited354,3000.06

20ANZ Wholesale Equity Selection Fund301,2820.05

97
Spread of Holdings

(as at 30 June 2020)

Size of Holding

Number of

Shareholders%

Number of

Shares%

1 – 1,000

6978.73436,5230.07

1,001 – 5,000

187323.475,924,3520.96

5,001 – 10,000

160020.0512,555,2102.03

10,001 – 100,000

340542.66105,562,06817.08

100,001 and over

4065.09493,578,03079.86

Totals

100100

Substantial Product Holders

According to Oceania Healthcare’s records and notices given under the Financial Markets Conduct Act 2013,

the following were substantial product holders of Oceania Healthcare as at 31 May 2020:

Substantial Product Holder

Number of Shares out of

618,056,183, being the

Total Number of Shares

as at 31 May 2020% of Shares Held at Date of NoticeDate of Notice

ANZ New Zealand Investments

Limited, ANZ Bank New Zealand

Limited and ANZ Custodial

Services New Zealand Limited52,071,4168.4723 March 2020

Jarden Securities Limited and

Harbour Asset Management

Limited32,369,8615.2625 March 2020

98
Oceania Healthcare Limited | Annual Report 2020

Notes

99

100
Oceania Healthcare Limited | Annual Report 2020

THANK YOU.

AARON B ABBEY H ABDA M ABDUL Z ABIGAIL I ABRAHAM P ABY K ADA C ADA S ADAM G ADELBERT E ADELE C ADRIAN C ADRIAN F ADRIANA C ADRIANA S

ADRIANO L ADRIENNE E ADRIENNE M AERENGA N AGNES L AGNES L AHDARSH P AIDA E AILEEN M AILISE L AIMEE C AINSLIE S AIQULEEN M AIZA C AJAY K

AJAY S AJI T AKALINGA T AKETEKURA A AKILA I AKOS O AKSHAY P ALAA H ALAN I ALANA J ALANAH F ALAYNE P ALBERT R ALDIN C ALDRIN B ALEISHA K

ALETA F ALEX L ALEXANDRA M ALEXIS J ALEXIS J ALEXIS S ALFEVIC E ALFRED C ALGA K ALI N ALICE H ALICE V ALICIA H ALIEDA G ALIESHA T ALINA K

ALIPATE V ALISHA S ALISHA T ALISON C ALISON L ALISON N ALISON R ALITIA S ALLAN J ALLANA S ALLISA T ALLYN A ALMA F ALMA M ALOFA F ALPANA K

ALTHEA E ALUMECI R ALYSSA D ALYSSA R ALYSSA S AMADO C AMALA I AMALI W AMANDA D AMANDA J AMANDA L AMANDA M AMANDA R AMANDEEP K

AMANDEEP K AMANI K AMANJOT K AMAR A AMELIA B AMELIA G AMELIA M AMOR A AMRITA D AMRITPAL G AMY M AMY S AMY Z ANA M ANA P ANA S

ANA T ANA T ANA T ANA U ANA U ANA V ANABELL V ANABELLA S ANAFE Q ANALYN M ANA-ROSE B ANCY M ANDRE W ANDREA C ANDREA Y


ANDREAN B ANDREW A ANDREW H ANDREW M ANDY G ANE A ANE T ANGELA G ANGELA M ANGELA M ANGELA M ANGELA S ANGELLA T ANGIE G ANGINI S

ANH P ANI J ANITA C ANITA D ANITA E ANITA P ANITHA M ANJU A ANJU J ANKIT M ANKUSH C ANN A ANN C ANN K ANN K ANN M ANN U ANNA B

ANNA B ANNA C ANNA D ANNA G ANNA G ANNA H ANNA J ANNA M ANNA N ANNA S ANNA T ANNA V ANNALIEN D ANNALYN H ANNE F ANNE H ANNE L

ANNE T ANNE W ANNEKE B ANNELIZE V ANNE-MARIE W ANNETTE C ANNETTE L ANNIE H ANN-MAREE M ANSULA F ANTHONETTE C ANTHONY B ANTHONY M

ANTHONY S ANTOINETTE P ANU A ANU G ANU S APRIL C APRIL P APRIL R APRIL S APRIL S ARACELI C ARADNA R ARATI K ARCHANA A ARCHER E

ARIANA B ARIEL R ARIFF T ARIS M ARLENE C ARLENE H ARMELLE G ARNEL N AROHA G AROHA T ARPANA S ARTHUR B ARTHUR R ARTIKA K ARVI M


ASENA P ASHA A ASHA A ASHA M ASHISH A ASHISH B ASHISH D ASHLEIGH M ASHNA K ASHNA N ASHTAD G ASHWINI A ASMITA G ASTAR G ASWATHY J

ASWATHY J ASWATHY K ATHIRA S ATINA S AUBREY F AVEGAIL B AVISEK K AVON T AZEB E BABITHA P BACHHI C BAKSHINDER K BALPREET B BALTAZAR

BARBARA C BARBARA N BARBARA S BARBIE P BARRY C BARRY W BARSHA K BASANTI L BEA V BEE D BEE S BELINDA P BELLA F BELLA M BELLA S


BELLE L BEN W BENSAN V BENU S BERNADETTE C BERNADETTE D BERNADETTE R BERTHA P BERV L BERYL M BERYL M BETH R BETHANY H BETSIE H

BETSY M BETTY P BEVERLEY L BEVERLEY M BEVERLEY P BEVERLY B BEVERLY S BIANCA S BIANCA W BIBURAJ S BILGY T BILLSON T BINGGAY M BINI M

BINU T BLAIR S BLANDINA L BO X BON N BONNIE R BOONNAM B BRAD P BREANA W BRENDA C BRENDA D BRENDA M BRENDA P BRENDA S BRENDA S

BRENDA V BRENDA W BRENDA H BRENDAN B BRENDON T BRENDON W BRENNA H BRENT C BRENT M BRENT P BRETT K BRIAN B BRIAN D BRIAN D BRIAN M

BRIAN V BRIENNA SKYE V BRIGID K BRITTO J BRONWYN W BROOKE N BRUCE W BRYAN C BRYONY V BWENA T CAITLIN S CAITLIN T CAITLYN D CAITLYN K

CAMERON T CAREY G CARLA L CARLA P CARLA T CARLIE-ANN C CARLL C CARLOS A CARMEN C CARMEN H CARMEN T CARMEN T CARMINA B CAROL A


CAROL F CAROL H CAROL K CAROL P CAROL T CAROL W CAROL W CAROL-ANN A CAROLE G CAROLINE P CAROLINE S CAROLINE W CAROLYN W CAROLYNE G

CAROZON G CARRIE L CARROL H CASEY M CATHERINE D CATHERINE F CATHERINE L CATHERINE L CATHERINE L CATHERINE M CATHERINE P CATHERINE R

CATHRYN R CATHY K CATHY W CATRINA B CATTI B CATTLEYA A CECILE L CECILIA M CECILY W CELIA H CHAITALI P CHAN D CHANPREET K CHANTAL D

CHARISSE R CHARITO D CHARLES M CHARLI W CHARLIE S CHARLOTTE B CHARLOTTE O CHARMAINE C CHARMAINE R CHELCEI N CHELSEA T CHEREE F

CHERIE B CHERIE H CHERIE S CHERIE T CHERLITA G CHERRIE C CHERRY M CHERRYLINE C CHERYL A CHERYL A CHERYL N CHESSIL S CHHAYA T CHIE B


CHIPO M CHLOE M CHLOE W CHLOE-MAY E CHRIS B CHRIS B CHRIS E CHRISHMA P CHRISSY E CHRISTIAN L CHRISTIANE T CHRISTINA C CHRISTINA C

CHRISTINA S CHRISTINE A CHRISTINE B CHRISTINE C CHRISTINE F CHRISTINE F CHRISTINE G CHRISTINE H CHRISTINE J CHRISTINE K CHRISTINE L CHRISTINE M

CHRISTINE N CHRISTINE P CHRISTINE T CHRISTINE T CHRISTINE W CHRISTOPHER D CHRISTOPHER G CIARAN B CICILIA J CILLA W CINDY K CLAIRE H CLAIRE M

CLAIRE T CLAIRE V CLARE B CLARE J CLARE M CLARE S CLARISSA M CLEMENTINA B CLEOFE C CLEONA P COLIN E COLIN P CONNIE F CORA M CORAL O

CORINA P CORINNE P COSMENIA M COURTENAY M COURTNEY S CRAIG B CRAIG M CRAIG S CRESILDA C CRISTINA L CRYSTAL M CRYSTAL P CUSHLA W CUSHLA W

CYNTHIA A CYNTHIA F CYRIL B CYRIL S CZARINA K DADAN R DAGMAR R DAISY A DAISY P DALJIT K DAMOISELLE B DANI C DANIELA G DAPHNIE D DARIAN N

DARRYL W DARSHIKA L DAVE B DAVE H DAVID E DAVID H DAVID M DAVID W DAVINDER K DAWN B DEAN B DEAN P DEANNE D DEB G DEBASIS P DEBBIE A

DEBBIE B DEBBIE C DEBBIE F DEBBIE G DEBBIE H DEBBIE K DEBBIE M DEBBIE M DEBBIE N DEBBIE S DEBBIE S DEBBIE W DEBORAH B DEBORAH D


DEBORAH F DEBORAH N DEBORAH S DEBORAH S DEBORAH T DEBORAH W DEBRAH H DEEP K DEEPAK S DEEPIKA B DEEPIKA P DEEPTHI P DEIDRE D

DELWYN C DENIS S DENISE E DENISE J DENISE M DENISE S DENISE W DENNIS B DENNY P DENNY V DESIRE S DESME D DEZARAY C DHANYA J DI S DIANA C

DIANA O DIANA V DIANE G DIANE H DIANE J DIANE M DIANE R DIANNE R DILANGA G DILPREET S DINA R DIONNE P DIPU N DIVANSHI B DIVYA J DONABEL B

DONABEL M DONNA B DONNA C DONNA E DONNA G DONNA H DONNA L DONNA M DONNA T DONNA V DONNA-MARIE W DORA B DORA Z DORIEN P DORIS C

DORITA A DULANJA W EARL G ECHO H EDEN P EDEN R EDEN T EDMOND S EDUARDO B EDUARDO D EDWARD C EDWIN S EILEEN C EILEEN M EILEEN T ELA K

ELAINE E ELAINE N ELAINE W ELDHO P ELEA O ELEANOR N ELEANOR T ELENA C ELENA T ELENITA W ELENOA P ELENOA S ELESI B ELI P ELISA S ELISHA J

ELISHA L ELIZA M ELIZABETH C ELIZABETH H ELIZABETH M ELIZABETH M ELIZABETH T ELLEN E ELLICE S ELLIE L ELMARIE L ELMERLITO L ELSA R ELSA T

ELSIE S ELVIRA T ELZA N ELZINA D EMA K EMA L EMELIE C EMERITA U EMERSON N EMI B EMILY K EMILY P EMLYN K EMMA G EMMA K EMMA L EMMA L

EMMA-LEE F EMMANUEL O ENANAYE M ENOSH L ENRIQUE V ENYA B ERANDI R EREBUKA B ERICA W ERIKA T ERIN R ERINA F ERINA K ERLINDA U ESETA M

ESHRAT A ESTHER T ESTRELITA L EUGENE B EUNICE F EVA B EVA T EVANA B EVANGELINE B EVE T EVE KATHERINE W EVELYN M EVELYN M EVELYNJOY A


EVI C EWEN F FAALAGI T FAANINIVA S FA'ASE'E L FAATASIGA M FABISH F FAITH M FAMINA K FATAI S FATHIYA S FAY S FAYE D FAYE Q FAYE S FEBEENA F

FELICITY C FELISHA F FELRE D FERLYN S FEROZIA B FI T FIDELIZA M FIFITA L FIFITA V FINAU H FIONA B FIONA C FIONA H FIONA L FIONA L FIONA S

FIZA J FLOMAR N FLORDELUNA M FOLOLINA F FONTRESCO S FRANCES H FRANCES O FRANCES O FRANCESCA M FRANCO M FREMIE T FRITH O GABAYI G

GABRIEL D GABRIELLE H GAGAN K GAIL F GAIL H GAIL K GAIL M GARETH W GARISSA G GARY B GARY L GAURAV V GAYLE J GAYLE P GAYLE W


GAYLENE B GAYLENE B GAYZA T GED R GEETHA M GEETHU P GEETIKA S GEMMA S GENA L GENE S GEOFF H GEORGE G GEORGE T GEORGE W

GEORGIA G GEORGIA O GEORGIA S GEORGIE C GEORGINA K GEORGINA L GERALDINE A GERDA V GERMAINE W GERTRUDE C GERTRUDES V GHEORGHE T GIGI M

GIL A GILL F GILLIAN C GILLIAN P GILLIAN P GINA H GINALYN Q GINNI S GINO A GIOVANNI C GIYA G GLADYS C GLADYS M GLEENA C GLENDA R GLENDYR A

GLENN L GLENN L GLENYS C GLENYS D GLENYS S GLORIA A GLYZZA C GONZALO B GOURI A GRACE H GRACE N GRACE S GRAHAM S GRANT H GRANT J

GREESHMA B GREESHNA G GREG T GREGGY B GREICE D GUIDENCE H GUNJEET K GURBAX K GURDEV S GURJEET S GURJOT K GURPAL S GURPREET R

GURWINDER K GUY W GWENETH W GWYN H HA P HAEATA W HAFSA B HAILEY C HANNAH A HANNAH C HANNAH E HANNAH L HANNAH L HANNAH N


HANNAH P HANSANI P HAOTONG L HARINDER J HARJEET A HARJEET K HARMANJYOT P HARPREET K HARPREET K HARPREET S HARPREETPAL D HARRIET C

HARRIET C HARRY M HARSHMEET K HARVEER S HAWATIE H HAYDEE G HAYLEY H HAYLEY H HAYLEY J HAYLEY M HAYLEY M HAYLEY S HEATH M HEATHER C

HEATHER M HEBAT E HELEN C HELEN E HELEN S HELEN T HELEN T HELEN W HELEN O HELENE G HELENE W HELN T HENRY W HERMI M HESTER V


HIKAPUHI C HILDA S HILDA V HILITA T HILMA C HIMANSHU B HING C HINGANO T HIROSHI T HIRUNI D HITOMI K HIWAT T HOLLY C HOLLY P HOLLY S

HONEY G HONG G HOPE F HOPE M HUGH M HUGO K IAN B ILAISAANE P ILAISE F IMELDO A INA S INDRA K INDRA S INDRI R INDU S INGE M IRENE A

IRENE G IRENE R IRIS H ISABELLA T ISOLDE L IVOGA S JACINTA A JACINTA T JACK S JACKIE B JACKIE C JACKIE M JACKIE W JACOB R JACQUELINE C

JACQUELINE D JACQUELINE H JACQUELINE T JACQUELINE T JACQUELYN A JACQUI M JACQUI R JACQUI W JACQUI W JADE P JAE H JAHURAN B JAIMOL A

JAIRUL O JAISHAL K JALISSA H JAMAIKA M JAMES H JAMES N JAMIE F JAMIE M JAMIE S JAMILY D JAN C JAN J JAN L JAN O JAN O JAN R JAN Z JANE C

JANE D JANE D JANE N JANE W JANEEN D JANEIL J JANELLE S JANESS E JANET F JANET J JANET M JANET T JANET W JANETH P JANETTE G JANETTE W

JANICE B JANICE N JANINE E JANINE G JANIS M JANIS T JANN L JAQUE B JARIZA A JARYL R JASBIR K JASHMINE S JASJOT K JASMA P JASMEEN K

JASMINE J JASMINE M JASMY J JASON F JASPAL G JASPER S JASPREET K JAY A JAYNE B JEAN D JEAN T JEANE L JEANETTE D JEANETTE M JEANETTE M

JEANETTE O JEANNIE T JEANNY V JEEWANI W JEFF S JEFFREY A JEFFY A JELENA D JELYN T JENNI F JENNIE M JENNIE R JENNIFER C JENNIFER F

JENNIFER F JENNIFER F JENNIFER H JENNIFER M JENNIFER N JENNIFER O JENNIFER S JENNIFER S JENNIFER S JENNIFER T JENNIFER V JENNY A JENNY C

JENNY M JENNY R JENNY S JEREMIAS C JESNEY J JESS B JESSE P JESSICA M JESSICA P JESSIE E JESSIE S JESSY F JESSY M JESSY T JEZELLE J JHEL NINO R

JHENALENE Z JHONNTEL P JHORNA A JIAQI T JICKS C JIJI G JIJI S JILL B JILL G JILL R JILLIAN G JILLIAN N JILSIA R JIMY J JINCY F JINCY V JINI J JINSU B

JINTO J JINU J JINU S JISHA H JISMOL J JIVAN K JO B JO O JO R JOAN J JOANN A JO-ANN W JOANNA B JOANNA B JOANNA E JOANNE A JOANNE L

JOANNE M JOANNE R JOANNE R JOANNE T JOANNE T JOANNE W JO-ANNE H JO-ANNE R JOANNE Y JOBIMOL A JOBIN J JOBIN P JOBY J JOCELYN D

JOCELYN K JOCELYN M JODI L JODIE S JODINA K JOE J JOEL A JOEL B JOEL D JOFEL A JOFELIE W JOHANA D JOHANNA G JOHANNES D JOHN B JOHN B

JOHN B JOHN D JOHN M JOHN M JOHN M JOHN M JOHN PAUL E JOHNNY W JOHNRYL G JOLENE B JON A JON W JONA S JONALYN B JONATHAN M


JONCY G JONGBO L JORDAN R JORDAN W JORDANNE B JORJA S JOSEPH F JOSEPH L JOSEPHINE C JOSEPHINE G JOSEPHINE K JOSEY J JOSH E JOSIE T

JOSIELYN D JOSSY T JOTIKA N JOY M JOY W JOYCE C JOYCE G JOYCE N JUDI S JUDITH L JUDITH T JUDITH W JUDY A JUDY G JUDY M JUDY M JUDY W

JUDY Y JUELING L JULES H JULIA A JULIA B JULIAH M JULIANN A JULIE A JULIE B JULIE C JULIE F JULIE M JULIE M JULIE M JULIE N JULIE P JULIE S


JULIE W JULIUS L JUNE S JUNE S JUNE T JUNEMAR B JUSTIN M JUSTINE G JUSTINE G JYOTI A KACHE T KAHOA R KALPANA M KAMINI G KAMLA L KANCHAN S

KARA M KAREN A KAREN B KAREN B KAREN C KAREN C KAREN C KAREN D KAREN H KAREN M KAREN P KAREN Q KAREN R KAREN S KAREN S KAREN T

KAREN T KAREN V KAREN W KAREN W KAREN M KARINA N KARINA S KARLA W KARLENA T KARMA B KAROL-ANN J KARUNA L KARYN W KASA H KASS M

KATARAINA C KATARAINA O KATARAINA T KATARINA B KATE P KATHARINA M KATHERINA A KATHERINE T KATHERINE U KATHLEEN B KATHLEEN T KATHLEEN T

KATHLYN T KATHRYN P KATHRYN S KATHRYN W KATHY A KATHY F KATHY H KATI I KATIE B KATIE B KATIE K KATRINA P KATRINA T KAVYA B KAY P KAYE I

KAYLA D KAYLA L KAYLA M KAYNA A KEANON M KEELY B KEELY W KELERA N KELLY C KELLY F KELLY H KELLY O KELLY-JOY M KELSEY M KELVIN W

KEMANTHI W KENITH A KERAH T KERI B KERRI K KERRIE E KERRIE H KERRY H DAME KERRY P KERSTINE E KEVIN J KEVIN M KHRISHNA J KHRISLYN B

KHUSHMEET K KIM B KIM H KIM H KIM I KIM L KIM M KIM S KIM S KIMBERLEE P KIOLA T KIRAN K KIRAN M KIRAN P KIRAN R KIRANDEEP R KIRANJIT K

KIRANJIT K KIRI P KIRKMAR M KIRSTEN E KIRSTEN K KIRSTEN P KIRSTEN V KIRSTIN T KIRSTIN Y KIZIA S KOLOKA N KOMAL P KOMALPREET K KORRIN T KRIS I

KRISSY L KRISTELA L KRISTEN A KRISTIE T KRISTIN G KRISTINE C KRYSTOL H KUSUM G KYLE T KYLIE D KYLIE E KYLIE H KYLIE H KYLIE L KYLIE P LACHMI N

101
LAETITIA O LAGI S LAKSHMI K LAKSHMI S LAKSHMI U LALELEI A LALOUA F LANCE B LANTAN S LARA T LARISSA G LARKIN S LATA S LATA T LATCHMI N

LATU P LAUMATA P LAURA C LAURA C LAURA M LAURA P LAUREN M LAUREN P LAUREN T LAURENCE T LAURO L LAWRENCE H LEAH B LEAH B LEAH B


LEAH M LEAH P LEANNE A LEANNE T LEE I LEI D LEIGH K LEIGH L LEILA A LELEAI T LELEIGA S LEMAIRA M LEMASANI A LEMASANIAI T LEMUEL P LEO W

LEODICIA T LEON C LEON C LEONE R LEONIE G LEONIE M LEONIE V LEONILA R LERMA C LESLEY K LESLEY M LESLEY S LESLEY S LESLEY W LESLIE D

LESLIE J LETI U LETINA R LEWELLA L LEX W LEYDI A LIA K LIA S LIBIN B LIDHIYA F LIGAYA P LIJA L LILAC N LILANI P LILLIAN B LILO L LILY M LILY R

LIMIVA V LINA E LINA F LINA V LINBIN W LINCY T LINDA H LINDA J LINDA K LINDA M LINDA M LINDA M LINDA M LINDA R LINDA S LINDA W LINDSAY R

LINSEY C LISA C LISA F LISA M LISA M LISA W LISA W LISA ANN S LISTER M LITIA P LITIANI L LIZ K LIZA F LIZA R LJ A LOIS H LORETTA T LORI H


LORNA S LORRAINE M LORRAINE N LORRAINE P LORRETTA D LORRIANE R LOSANA L LOTO N LOUCHE D LOUISA M LOUISE B LOUISE C LOUISE E LOUISE F

LOUISE G LOUISE G LOVELY C LOVELY R LOVELYN S LOVERAMEET L LUANNA E LUCHIA P LUCILA C LUCILLA I LUCITA P LUCKY L LUCY H LUCY N LUCY R


LUCY S LUKE J LUKE R LULU F LYN B LYN E LYNDA J LYNETTE B LYNETTE J LYNETTE M LYNETTE M LYNLEY G LYNN B LYNN H LYNN S MA FERRIZA C MA

JESSICA I MACHEL B MADELEINE C MADGELINE P MADHU N MADHU R MADHU S MADHURI K MADISON M MADOKA I MADU K MAE G MAEGEN H MAEHE T

MAERA H MAGDALENA F MAGGIE H MAHESH S MAHIMA P MAILE M MAISIE H MAITREEBEN P MALAGA F MALAMA F MALCOLM F MALEE S MALI H MALIA L

MALTI S MALU P MAMI M MAMTA J MAMTA L MAMTA N MANDEEP C MANDIRA T MANDY W MANESH S MANJINDER K MANJIT P MANJU D MANJU J


MANJULA D MANJULA D MANOJ P MANPREET K MANPREET K MANPREET K MANPREET KAUR S MAOZMEEN N MARCELEEN Y MARCELLA A MARCIA P MAREE E

MAREE F MAREE S MARETA T MARGARET B MARGARET B MARGARET B MARGARET C MARGARET C MARGARET C MARGARET F MARGARET H MARGARET I

MARGARET J MARGARET P MARGARET P MARGARET S MARGARET S MARGARET T MARGARET T MARGARET Y MARGOT G MARIA A MARIA A MARIA C

MARIA D MARIA I MARIA K MARIA M MARIA O MARIA S MARIA S MARIA U MARIA C MARIAN H MARIAN U MARIANNE H MARICA P MARICEL A MARICEL C

MARICEL S MARIDEL S MARIE A MARIE G MARIE G MARIE H MARIE J MARIE K MARIE W MARIE JOY S MARIETES F MARIJE L MARILOU M MARILYN P MARILYN P

MARIN J MARINA W MARINDA D MARION M MARION R MARION S MARIROSE D MARISYLE B MARIYA K MARJIE D MARK H MARK L MARK S MARK V MARK Y

MARLA M MARLENA L MARLENE B MARLENE C MARLENE E MARLENE H MARLENE S MARLO C MARLON L MARNILLE Q MARRIN P MARTHA L MARTIN M


MARTIN T MARTY B MARY A MARY B MARY C MARY D MARY F MARY G MARY J MARY K MARY L MARY L MARY L MARY L MARY M MARY S MARY T MARY U

MARY ANNE N MARYANE V MARYANNE E MARY-JO T MARY-ROSE N MARYUM A MATALENA M MATAPUNA T MATELLE V MATEO L MAUPATI T MAUREEN B

MAUREEN H MAUREEN J MAUREEN R MAURICE B MAXINE M MAY F MAY S MAYA S MAYBELLE Y MAYOORI R MAYRA S MC PAUL S MEDY V MEENA S MEGAN C

MEGAN L MEGAWATI D MEHITHA P MEKALA F MELANIE C MELANIE D MELANIE D MELANIE O MELANIE W MELBA B MELE E MELE F MELE H MELE K MELE L

MELE V MELEANE L MELENAU K MELINDA A MELINDA M MELISSA A MELISSA M MELISSA P MELISSA R MELODY B MELODY Z MENA B MERCY T MERE M MERE T

MEREENA C MEREONI W MERI K MERIT Q MERLYN T MERRILEE M MERRIN G MESA MARIE A MICHAEL A MICHAEL A MICHAEL B MICHAEL B MICHAEL C MICHAEL C

MICHAEL C MICHAEL F MICHAEL N MICHAEL R MICHAELA C MICHAELA K MICHELLE C MICHELLE D MICHELLE D MICHELLE G MICHELLE G MICHELLE K MICHELLE L

MICHELLE L MICHELLE M MICHELLE T MICHELLE W MICHILLE B MICKY C MIKE K MILIKA P MILLY S MIMI F MINGHUAN D MINU V MINZE C MIRA K MIRA P MIRANDA H

MIRASOL D MIRIAM C MIRIAMA F MISAELE T MISTY C MITA L MITU S MOANA H MOANA R MOHINI G MOHIREEN S MOISES L MOLIA T MOLLY J MOLLY M MONA P

MONICA C MONICA S MONIKA D MONIKA S MONIQUE B MONIQUE D MONIQUE F MONIQUE M MOREEN C MORENO A MOUREEN L MUMUINAH A MUNI S


MURRAY M MUTYA G MUZI S MYKA D MYRA G NADIA C NADINE H NAILYA T NAIMA M NAIOMI W NALINI N NAMITA G NAN M NANCY G NANCY K NANCY P

NANDNI N NAOMI A NAOMI G NAOMI P NAT M NATALIE H NATALY I NATASHA A NATASHA C NATASHA G NATASHA N NATHALIE C NATHAN C NATHAN W NAVJEET K

NAVJOT K NAVJOT K NAVLEETA B NAYANKUMAR P NEELAM K NEEMA N NEEREA E NEETHU E NEETHU J NEETHU K NEGRON E NEHA N NEIL H NEIL M NELFE L

NELSY V NENDEN J NESSA N NETI S NETTA P NGAHUIA T NGAIRE W NICHOLAS W NICI B NICI R NICK O NICKI T NICKY S NICOLA K NICOLA P NICOLA T

NICOLA W NICOLE G NICOLE M NICOLE P NICOLE P NICOLE S NICOLE S NIDHA P NIGEL S NIKITA A NIKITA P NIKITA C NILUFA N NIMARTA B NIMARTA R

NIMISHA V NIMISHA ROY G NIMMY A NINOTCHKA C NIRAJ K NIRMALA D NIRZARI J NISHA E NISHA F NITA B NITHYA J NIVIN S NORA H NORIN S NORLI Q

NORMA M NOWRIN A NUNU S NYARAI H OFA L OHAM S OLGA V OLIVIA F OSHALA W OXANA S PADMA N PALU M PALVINDER K PAMELA L PANMAI K PAPA F

PARBATI K PARDEEP P PARIS S PARMINDER K PARMJIT K PARMVIR K PARTHENOPE M PAT L PATIOLA M PATRICIA F PATRICIA M PATRICIA M PATRICK M PATSY A

PAUL C PAUL G PAUL T PAULA O PAULENE S PAULINE B PAULINE D PAULINE D PAULINE G PAULINE H PAULINE J PAULINE J PAULUS D PAYAL D PEACHE D


PEGGY T PEGGY SUE M PELEPETUA V PEMA D PENNY B PERLA S PETER F PETER P PETER R PETI T PHILL N PHILLIP C PHILLIP H PHILLIP J PHOLA T

PHUONG N PHYLLIS C PIETER D PINEL D PINKI T PINKY P PIP K PIPIENA V PIYAMAPORN C POOJA D POONAM D PRADEEPA G PRAMILA N PRATIBHA N

PRATIKA S PRAVEEN C PRECIOUS C PREDISH C PREM L PREM L PREM P PREMIKA S PREMJEET K PRERNA B PRINCE C PRINCE K PRITY L PRIYA B PRIYA G

PRIYA J PRIYANKA P PRIYANKA R PRIYANKA S PRIYER N PSLAMS T PUA H PUNEET K PUSHPA M PUSPA K QUIRLYN C RACHAEL A RACHAEL G RACHAEL H

RACHAEL P RACHAELLE H RACHEL A RACHEL C RACHEL R RACHEL V RACHEL R RACHELL S RADHIKA K RADIKA D RAEWYN P RAEWYN V RAEWYNNE B

RAFAT J RAJ D RAJ K RAJANI K RAJIV B RAJPREET K RAJWINDER K RAJWINDER K RALPH J RAMANDEEP S RAMANDEEP S RAMCHANDRA R RANGI E RANGI K

RANI D RANJITA B RAPHELLE L RASULAN S RATTIYA R RAVINDER K RAVINDER K RAY J RAYLENE B REBECCA F REBECCA M REBECCA M REBECCA T REBEKAH O

REDEN H REEJA V REGINA W REHANA A REICE R REIGNER B REKHA J REM U REMO P REMYA A RENEE G RENEE N RENIKA K RENU D REREMOANA P

RESHMA J RESHMA M RESHMA D RESMI R RETHA L REY M REY S REYCARMELIZA B REYNALDO T RHONDA P RHONDA R RHONDA W RICHELLE K RICKARD G

RICKIE-LEE B RIGI G RIMPAL K RINA K RINI P RISH G RISHU A RITA B RITA L RITA L RITA M RITA R RITA W RITCHEEN F RITU S RIZANA T RIZZA A ROANNA T

ROANNA W ROB B ROBERT K ROBERT M ROBI B ROBIN R ROBY S ROBYN B ROBYN G ROBYN G ROBYN M ROBYN P ROBYN P ROBYN P ROBYN R ROBYN T

ROBYN W ROBYN W ROBYNNE W ROD M RODEL G RODNEY P RODOLFO O ROGER C ROGER L ROHAN G ROHINI P ROIMATA B ROMA N ROMANE M ROMEETA R

RON R RONA T RONIA D RONIMON J ROSA H ROSALEA R ROSANNA G ROSANNE W ROSE B ROSE J ROSE J ROSE L ROSE P ROSELINE J ROSHAN A


ROSHEL P ROSHNEEL M ROSHNI L ROSHNI L ROSHNI S ROSIE A ROSLYN C ROTU T ROV S ROWENA P ROWENA R ROWENA S ROWENA T ROWENA T RU W

RUBY B RUBY M RUIHA G RUJA L RUKH P RUTA A RUTA V RUTENDO M RUTH M RUTH O RUTH T RYAN G SABRINA N SABRINA S SACDIA D SAFRANPAL S SAI D

SAJAN P SALAMASINA T SALATEIMA F SALINA P SALLY B SALLY E SALLY J SALLY P SALOME T SALVIN T SAM S SAMANTHA B SAMANTHA H SAMANTHA H

SAMARA H SAMIDAN C SAMITA B SAMJHANA P SAMUEL A SANCHIN W SANDEEP K SANDEEP K SANDEEP K SANDHRA L SANDHUB SANDIE A SANDRA B

SANDRA D SANDRA G SANDRA R SANDRA T SANDY B SANDY H SANDY O SANDY W SANGEETA N SANGITA L SANGITA M SANI G SANJEET K SANJILA D

SANJU R SANTOSH A SAPELA F SARA M SARA T SARAH B SARAH B SARAH C SARAH C SARAH E SARAH G SARAH G SARAH M SARAH M SARAH M SARAH P

SARAH R SARAH S SARAH T SARAH Y SARAH Y SARAS C SARBJEET K SARIGA J SARILA C SARITA B SARITA B SARITA K SASHI B SASHI K SASHI L SATVIR H

SATYA W SAVANNAH T SAVITA C SAZIA K SAZIANA K SCHENELE M SÉAMAS G SEAN C SEAN H SEENA J SEINI M SELA V SELEMA M SELMA B SELMA G


SENI P SENIOR S SERA H SEREANA H SERENA W SEULATA L SHADNA P SHAHLLA I SHAHREEN K SHAIRA M SHALBI C SHALINI K SHALINI M SHALU P SHAMI P

SHANE B SHANE N SHANNON M SHARA B SHARANJEET K SHARAVANI S SHAREEN K SHARLENE B SHARLENE R SHARON B SHARON B SHARON B SHARON C

SHARON H SHARON J SHARON L SHARON P SHARON P SHARON P SHARON R SHARRYN G SHARYN T SHAYAL S SHAYE R SHEEN N SHEESH P SHEETAL S

SHEILA T SHEILAINE H SHELLEY B SHELLEY M SHELLEY W SHELLEY ANN R SHEREE L SHERILYN Q SHERON D SHERRY M SHERRYN W SHERYL K SHERYL S

SHERYL T SHERYL T SHERYL W SHERYL-ANNE F SHESHANNAH D SHINE A SHINU T SHIRAT N SHIREE M SHIRLEY B SHIRLEY E SHIRLEY M SHIRLEY P SHIRLEY R

SHIRLEY S SHIRLEY-ANNE L SHISHU T SHIVAANI N SHIVAGANI N SHIWANGNI K SHOBA W SHOBHANA K SHOBNA R SHONA M SHONTELLE P SHYAM M SHYBI M

SIA E SIALA P SIAN A SIAN D SIAN F SIANAVA F SIBIL R SIBYLLA M SIENI F SIGI K SIJI M SILIA R SILKY S SILPA J SIM K SIMON L SIMRAN K SINDHIYA P


SINI P SIOUX M SISI F SMITHA S SMITHA T SNEH K SOANA T SOBIN V SOFIE H SOHEIR Y SONA B SONA J SONAM C SONI H SONIA R SONIA S SONIA S

SONY J SONY K SONYA T SOO CHING Y SOPHIA B SOPHIA T SOPHIE A SOTERIA P SREEKUTTY S STEFANNIE S STELLA P STEPHANIE A STEPHANIE B

STEPHANIE D STEPHANIE D STEPHEN D STEPHEN H STEPHEN O STEPHEN T STEPHY A STEPHY B STEPHY M STEPHY S STEVE C STEVE Y STEVEN M STEVEN Z

SUBIN B SUDATH N SUE B SUE C SUE D SUE H SUE M SUE M SUE M SUE R SUE T SUE W SUITALA R SUJI V SUJITA S SUKHVIR K SUMAM J SUMAN L


SUMAN S SUMANPREET K SUMEET D SUMI V SUMITRA R SUMMAH G SUNAINA M SUNIL L SUNITA C SUNITA D SUNITA S SUNITA S SUNITA S SUNITA T SUPI K

SUSAN B SUSAN C SUSAN F SUSAN M SUSAN M SUSAN M SUSAN M SUSAN N SUSAN P SUSAN P SUSAN S SUSAN S SUSANA E SUSANA J SUSHILA C SUSHILA K

SUSHMARANI B SUYASWI S SUZANNE H SUZANNE I SUZANNE S SUZANNE T SUZANNE W SUZETTE T SUZETTE V SWAPNA C SWATA K SYLVIA F SYLVIA M TAEAO V

TAFA H TAI C TAIMOE S TAISIA F TAJMA H TAKAKO S TALIA P TALIA S TALOPAIA I TAM T TAMARA M TAMMY T TANIA C TANIA L TANIA R TANIA S TANIA W

TANNAZ K TANYA B TANYA G TANYA L TARA K TARA P TARANJIT G TARYN R TATIANE B TATJANA K TAWHIWHI W TAY P TAYLOR R TAZMIN H TE MAIA S

TE ORORA A TEENA J TEENU P TEGAN C TEMATANG R TEMMY S TEREINGA H TERESA L TERESA R TERESITA S TERINA H TERRI D TERRY O TESS B


TESSA K TEULIA M THEA V THERESA K THERESA N THOMAS B THOMAS G THOMAS S THUSHARI N TIA A TIANE L TIM R TIMOTHY F TINA B TINA C TINA D

TINA L TINA S TIOLI T TITILAYO S TITILIA F TITILIA T TJ S TOA M TOIRANGI T TONI B TONI M TONI S TONI T TONI- LEE H TONI-ELLIS S TONY D TONY R


TORI W TOTOA P TRACEY H TRACEY H TRACEY H TRACEY L TRACEY S TRACEY S TRACEY W TRACEY P TRACKER A TRACY D TRACY I TRACY J TRACY K

TRACY W TRENA T TRINA C TRINA J TRISH K TRISHA A TRISHNA B TRUDI A TRUDIE D TRUDY C TSERING P TUAANGA B TUDY P TUKU M TUMAI V TUPOU P

TUPU S TUROU M TY H UCHECHI O UINITA T UJJWAL A URIRI T URMILA C URVASHI G USHA G VAI F VAI T VAIKAKALA P VALENTINA Q VALENTINA T


VALERIE T VANESSA K VANESSA M VANESSA W VARDEEP K VARUN S VASANTHA P VEN B VERA H VERE M VERONICA S VIANNEY G VICKEY T VICKI P

VICKIE W VICKY C VICKY G VICKY L VICTORIA H VICTORIA M VICTORIA M VIJAY D VIJAY N VIKASHNI M VIKASHNI S VINA H VINAL T VINCENT D VINCENT J

VINCENT M VINE T VINEETHA M VINI M VINIA L VIOLET M VIOLET P VIOLET S VIOLETTA W VIPANDEEP K VIPIN V VIRGINIA B VIRPAL M VISMAYA R VITALY G

VITALY N VITHU V VIVIAN C VIVIAN E VIVIAN M VIVIENNE F VIVIENNE H WAATATI F WANDA N WANLI H WANZHEN W WAYNE T WENDY C WENDY H WENDY H

WENDY M WENDY O WENDY T WESLEY B WILL H WILLIAM G WILLY JANE A WILSON S WINNIE J WINNIE T WINNIE V WINSTON E WONJIN K XANTHIPPE S

YADU D YASHMEEN R YASMIN A YASMIN A YASMIN K YEM V YEN L YOLANDA D YOLANDA M YUKI S YULAH F YUMI W YURONG H YU-SHAN H YVETTE G

YVONNE G YVONNE O ZARA T ZEACILLE C ZENAIDA P ZHAOLANG H ZINDY H ZITA V ZOE B ZOE K ZYANE KODI T

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