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Oceania Healthcare – Half Year Result and Interim Report

Half Year Results21 January 2021OCAHealthcare

MEDIA RELEASE 22 January 2021
Oceania records increase in First Half Unaudited

Underlying EBITDA

Oceania Healthcare, Aged Care and Retirement Village Operator and Developer,

announced today an unaudited half year underlying earnings before interest, tax,

depreciation and amortisation (EBITDA) of $35.4 million for the six months ended 30

November 2020, a 2.0% ($0.7m) increase compared to the prior corresponding period (pcp).


Highlights

• A 2.0% increase ($0.7m) in unaudited underlying EBITDA compared to the prior

corresponding period

• Unaudited Reported Net Profit after tax (NPAT) of $24.8m, up $9.9m on the prior

corresponding period

• Sales volumes (for both independent living apartments and villas, as well as care

suites) 44% ahead of the prior corresponding period

• Successfully navigating the challenges of the COVID-19 pandemic, with no COVID-

19 cases recorded to date in any of Oceania Healthcare’s aged care centres or

retirement villages

• The completion of 28 apartments and 61 care suites at Green Gables (Nelson) in

September 2020

• On track to complete 217 new independent living units (apartments and villas) and

care suites prior to 31 March 2021

• Operating cashflow increased 30.9% to $74.6m as a result of strong sales volumes

• Total assets increased to $1.7 billion, up 11.8% ($177.1m) on November 2019

primarily due to significant development capital expenditure during the period

• Completion of a heavily oversubscribed retail bond issue in October 2020, raising

$125 million

• Interim dividend of 1.3 cents per share (not imputed) announced. This will have a

record date of 10 February 2021 and will be paid on 24 February 2021. The

Dividend Reinvestment Plan will apply to this dividend



$ million

Half Year Ended

30 November

Growth

Unaudited


2020



2019


$m %

Reported Operating Revenue 105.0 97.9 7.1 7.3%

Reported NPAT 24.8 14.9 9.9 66.4%

Underlying EBITDA 35.4 34.7 0.7 2.0%

Underlying NPAT 23.3 24.8 (1.5) (6.0%)

Operating Cash Flow 74.6 57.0 17.6 30.9%

Total Assets 1,673.6 1,496.5 177.1 11.8%

Interim Dividend (cents/ share) 1.3 2.3

Oceania Healthcare CEO Earl Gasparich advised that “the company achieved very strong

sales volume across both new sales and resales over the first half of the financial year, as

well as experiencing continued strong demand for our premium care suites across the

country. Sales volumes are 44.1% up on the prior corresponding period as many new

residents have enjoyed the benefit of retirement village living in what has been an uncertain

year. The 20.6% increase in resale volumes is particularly pleasing as a key indicator of the

quality of Oceania Healthcare’s annuity earnings streams.”

Oceania Healthcare’s aged care segment has demonstrated incredible resilience this year,

despite the restrictions of the Government lockdowns. “We noted in our last annual report

for the year ended 31 May 2020 that our aged care earnings were at a point of inflection

following three years of redevelopment and increasing the proportion of premium rooms in

the portfolio, so it is pleasing to record a 15.3% increase in underlying EBITDA from our

Care segment and corresponding increase in earnings per bed over the interim period” said

Mr Gasparich. Aged care occupancy also increased to 92.1%, compared to 91.6% last year.

“We opened 61 new care suites at Green Gables in Nelson in September as we continue to

successfully execute our aged care strategy through the redevelopment of our brownfields

sites, and our care suite sales volumes have experienced a fivefold increase over the past

three years”.

Operating Cash Flow was particularly strong over the period, increasing from $57.0 million to

$74.6 million (30.9%). Total assets also increased by $177.1 million to $1.7 billion primarily

reflecting the significant development capital expenditure invested in the portfolio over the

period. Net debt of $311.4 million as at 30 November 2020 represents a gearing level of

32.3% (net debt to net debt plus equity).

Oceania Healthcare’s significant development programme continues to be delivered on time

and on budget, with Oceania Healthcare on track to complete 217 aged care beds and


retirement village units by the end of this financial year (31 March 2021), in line with previous

guidance. Oceania Healthcare has resource consents in hand for 84.2% of its 1,780

unit/bed development pipeline which are planned to be delivered over the next six years.

In the second half of the year, Oceania Healthcare is scheduled to complete retirement

village apartments at The Bellevue in Christchurch and The BayView in Tauranga, with a

further three brownfields developments and one greenfields development underway.

“We were very pleased with our $125.0 million inaugural domestic retail bond issue in

October 2020 that has provided us with diversity of funding and tenor and will help facilitate

Oceania Healthcare’s future growth.” said Mr Gasparich.

Oceania Healthcare Chair Liz Coutts advised the Board declared an interim dividend of 1.3

cents per share (unimputed). The record date is 10 February 2021 and payment date 24

February 2021. The Dividend Reinvestment Plan (DRP) will apply to the dividend payable on

24 February at a discount of 2.5% to the volume weighted average price of shares sold on

the NZX Main Board over the period of the five trading days starting 9 February 2021.


ENDS

For all media enquiries, please contact Kelly Bennett on 021 380 035.

This release should be read in conjunction with the Financial Statements contained within the Interim Report.

---

Oceania Healthcare Limited
Results announcement

(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at 17 October 2019


Results for announcement to the market

Name of issuer Oceania Healthcare Limited

Reporting Period 6 months to 30 November 2020

Previous Reporting Period 6 months to 30 November 2019

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$105,030 7%

Total Revenue $105,030 7%

Underlying earnings before

interest, tax, depreciation

and amortisation

$35,410 2%

Total net profit/(loss) $24,784 67%

Total Comprehensive

Income

$56,960 138%

Interim/Final Dividend

Amount per Quoted Equity

Security

1.3 cents

Imputed amount per Quoted

Equity Security

Not applicable

Record Date 10 February 2021

Dividend Payment Date 24 February 2021

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.02 $0.99

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Please refer to attached documents (unaudited consolidated

financial statements and interim report, media release and

results presentation).

Authority for this announcement

Name of person


authorised

to make this announcement

Anna Thorburn

Contact person for this

announcement

Anna Thorburn

Contact phone number +64 9 213 1022

Contact email address Anna.Thorburn@oceaniahealthcare.co.nz

Date of release through MAP


22/01/2021


Unaudited financial statements accompany this announcement.

---

Oceania Healthcare Limited
Distribution Notice


Updated as at 18 December 2019




Please note: all cash amounts in this form should be provided to 8 decimal places


Section 1: Issuer information

Name of issuer Oceania Healthcare Limited

Financial product name/description Ordinary Shares

NZX ticker code OCA

ISIN (If unknown, check on NZX

website)

NZOCAE0002S0

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year Quarterly

Half Year X Special

DRP applies X

Record date 10/02/2021

Ex-Date (one business day before the

Record Date)

09/02/2021

Payment date (and allotment date for

DRP)

24/02/2021

Total monies associated with the

distribution

1


$8,142,413


Source of distribution (for example,

retained earnings)

Retained Earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

0.01300000

Gross taxable amount

3

0.01300000

Total cash distribution

4

0.01300000

Excluded amount (applicable to listed

PIEs)

Na

Supplementary distribution amount Na

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed No imputation


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.

If fully or partially imputed, please
state imputation rate as % applied

6


Na

Imputation tax credits per financial

product

Na

Resident Withholding Tax per

financial product

0.00429000

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

2.5%

Start date and end date for

determining market price for DRP

09/02/2021 15/02/2021

Date strike price to be announced (if

not available at this time)

16/02/2021

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

New Issue

DRP strike price per financial product

[TBC]

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

11/02/2021

Section 5: Authority for this announcement

Name of person authorised to make

this announcement

Anna Thorburn

Contact person for this

announcement

Anna Thorburn

Contact phone number +64 9 213 1022

Contact email address Anna.Thorburn@oceaniahealthcare.co.nz

Date of release through MAP 22/01/2021






6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

HANDLED
WITH CARE.

INTERIM REPORT 2021

In the six months to 30 November 2020,
Oceania Healthcare has achieved a 2.0% growth

in unaudited underlying EBITDA compared

to the prior corresponding period, with sales

volumes being significantly ahead of the prior

corresponding period. Oceania Healthcare

has continued to successfully navigate the

challenges of the COVID-19 pandemic, with

no COVID-19 cases recorded to date in any

of Oceania Healthcare’s aged care centres

or retirement villages, and has provided

outstanding care to our approximately 3,700

residents across New Zealand.

Oceania Healthcare

|

Interim Report 202101

At a glance02

Highlights04

Chair and CEO's Report06

Three Year Summary13

Interim Financial Statements14

Notes to the Consolidated

Interim Financial Statements19

Independent Auditor's Review Report62

Green Gables, Nelson
02

Oceania Healthcare

|

Interim Report 2021

AT A

GLANCE.

Oceania Healthcare
|

Interim Report 202103

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 1,780 new residences

with 84.2% of these already consented.

2,800

Staff

3,700

Residents

4525

Existing sites

with mature

operations

19

Existing sites

with brownfield

developments

(current and planned)

1

Undeveloped

sitesTotal sites

2,602

Care beds and care suites

1,310

Units

AS AT 30 NOVEMBER 2020

04Oceania Healthcare
|

Interim Report 2021

Reported Total

Comprehensive IncomeOperating Cash Flow

$35.4m

Underlying Earnings Before Interest,

Tax, Depreciation and Amortisation

2.0%

Ahead of 30 November 2019

underlying earnings before

interest, tax, depreciation

and amortisation of $34.7m

$1.7b

Total Assets

11.8%

Higher than

30 November 2019

total assets of $1.5b

$74.6m

30.9%

Ahead of

30 November

2019 operating

cash flow

of $57.0 m

$57.0m

137.5%

Ahead of 30

November 2019

reported total

comprehensive

income of $24.0m

FINANCIAL

HIGHLIGHTS

05Oceania Healthcare
|

Interim Report 2021

Resale Care Suites

74

New Care Suites

85

Resale Units

49

Total Sales

268

New Units

60

44.1%

Ahead of total sales

for the six months to

30 November 2019

FOR THE 6 MONTHS TO 30 NOVEMBER 2020

DEVELOPMENTS

Units + Care Suites

89

COMPLETED

89 units and care

suites completed

in the six months to

30 November 2020:

Green Gables

(28 Apartments,

61 Care Suites)

Units + Care Suites

128

TO COMPLETE IN FY2021

128 units and care suites

to complete by the end

of FY2021 at:

The BayView (Stage 2)

(Tauranga)

The Bellevue (Christchurch)

Units + Care Suites

26

CONSENTS SECURED

Resource consents

received during the

six months to

30 November 2020:

Holmwood (Christchurch)

Units + Care Suites

520

UNDER CONSTRUCTION

520 units and care suites

under construction as at

30 November 2020:

The Bellevue (Christchurch)

The BayView (Stage 2)

(Tauranga)

Eden (Auckland)

Lady Allum (Auckland)

Awatere (Stage 2) (Hamilton)

Waimarie Street (Auckland)

Gracelands (Hastings)

OPERATIONAL

Our priority over the first half of FY2021
has remained on protecting and keeping

Oceania Healthcare’s residents and staff

safe from the heightened risks associated

with the COVID-19 pandemic. Overall the

business has performed very well since

the Government alert level restrictions

were lifted in June 2020. Although our

momentum was temporarily slowed again

during August 2020 when Government

restrictions were reintroduced in Auckland,

sales volumes have been very strong and

occupancy levels have also improved over

the six months ended 30 November 2020.

Many of our new residents who have moved

into our aged care centres and retirement

villages over this period have done so after

reflecting on what has been a very uncertain

year. These residents have made a decision

to move into a retirement village because

of the benefits that retirement village living

bring, including stronger communities,

security and peace of mind.

The key highlights for the first half of

FY2021 included:

– A 2.0% increase ($0.7m) in unaudited

underlying EBITDA compared to the

prior corresponding period

– Unaudited Reported Net Profit after Tax

(NPAT) of $24.8m, up $9.9m on the prior

corresponding period

– Sales volumes (for both independent

living apartments and villas, as well

as care suites) being 44.1% ahead

of the prior corresponding period

– Successfully navigating the challenges

of the COVID-19 pandemic, with no

COVID-19 cases recorded to date in

any of Oceania Healthcare’s aged

care centres or retirement villages

– The completion of 28 apartments and

61 care suites at Green Gables (Nelson)

in September 2020

– On track to complete 217 new

independent living units (apartments

and villas) and care suites prior to

31 March 2021

– Operating cash flow increased 30.9%

to $74.6m as a result of strong sales

volumes

– Completion of a heavily oversubscribed

retail bond issue in October 2020,

raising $125.0m

– Interim dividend of 1.3 cents per share

(not imputed) announced. This will have

a record date of 10 February 2021 and

will be paid on 24 February 2021. The

Dividend Reinvestment Plan will apply

to this dividend.

Dear Shareholder,

We are pleased to present our Interim Report

for the six months to 30 November 2020.

CHAIR AND CEO'S REPORT –––––––

06Oceania Healthcare

|

Interim Report 2021

Financial Performance
Oceania Healthcare’s unaudited underlying

EBITDA was $35.4m for the six month

period to 30 November 2020, representing

a $0.7m or 2.0% increase on the prior

corresponding period. This result was

primarily due to very strong new sales

and resale volumes in our village and

care segments.

Unaudited Reported Net Profit after Tax

of $24.8m included an unrealised increase

of $26.7m in the valuation of Investment

Property, predominantly driven by the

reversal of key changes to valuation

assumptions made in response to COVID-19

reported in the 31 May 2020 year end

results. In particular, CBRE returned their

year one growth rate assumption to their

pre-COVID level of 0% (-2% as at 31 May

2020), reflecting the sentiment that the

property market has emerged better than

expected since the Government restrictions

were lifted in June 2020.

Oceania Healthcare’s total assets are now

$1.7b, representing 11.8% growth over the

prior corresponding period.

Operating cash flow increased 30.9%

to $74.6m as a result of strong sales

volumes. As at 30 November 2020,

Oceania Healthcare had current drawn

debt of $316.0m and $16.4m of cash,

representing $175.4m of undrawn net

debt headroom.

Oceania Healthcare completed a heavily

oversubscribed 7-year retail bond issue

in October 2020, raising $125.0m. The

transaction achieved the lowest coupon

ever by an unrated first time issuer.

The corporate bond has increased the

diversity of Oceania Healthcare’s funding

sources and provides additional certainty

of tenor to build out the remainder of

Oceania Healthcare’s brownfields

development pipeline.

The Board has declared an interim

dividend of $8.1m, or 1.3 cents per share

(not imputed). The record date for

entitlement is 10 February 2021 and the

dividend will be paid on 24 February 2021.

The dividend reinvestment plan (DRP)

announced in July 2019 will apply to the

dividend payable on 24 February 2021

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 9 February 2021.

Care

The Care segment generated total revenue

for the first half of $87.3m, representing

65.2% of total operating revenue. Underlying

EBITDA of $11.0m is a pleasing 15.3%

increase in underlying EBITDA.

In the six months to 30 November 2020,

there was a total of 159 care suite sales

(comprising 85 new care suite sales and

74 resale care suite sales). This is a significant

increase on the prior corresponding period,

in which there were 117 care suite sales, and

an almost fourfold increase on the 42 care

suite sales made in the six months to

30 November 2017 (immediately following

the Initial Public Offering) which is evidence

that our strategy is proving to be successful.

With the completion of, and increasing

number of residents staying in our new

aged care centres at Meadowbank,

The Sands, The BayView and Awatere,

Oceania Healthcare’s aged care earnings

have now turned the corner as we informed

shareholders at the time of our Annual

Shareholders Meeting in September 2020.

Aged care earnings will continue to

increase going forward as up front

development margins on care suites are

realised and higher recurring earnings are

generated from the deferred management

fees over the longer term.

CHAIR AND CEO'S REPORT –––––––

07Oceania Healthcare

|

Interim Report 2021

Occupancy increased to 92.1% compared
with 91.6% in the prior corresponding

period. With the sale of new care suites

at Awatere, The BayView and Green Gables

during the period, it has been pleasing to

see occupancy rates continuing to improve

across the business.

The provision of the highest quality of aged

care remains Oceania Healthcare’s core

focus. We are continuing to execute our

aged care growth strategy by redeveloping

our portfolio of well-located sites into new

premium aged care centres. Selling care

suites under occupation right agreements

has transformed the economics of aged

care, substantially increasing returns

through the recycling of capital through

first sales, as well as the sustainable trail

earnings generated through deferred

management fees earned in addition to

standard care fees.

Oceania Healthcare’s aged care business is

“needs-based”, which means 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, rather than for lifestyle

reasons. This feature of the aged care

business brings resilience to it, with new

admissions and stable occupancy levels

recorded throughout the six months to

30 November 2020, despite the restrictions

of the lockdown in the Auckland region

in August and September 2020. Oceania

Healthcare continues to have a higher

weighting of aged care in its portfolio

relative to other providers and this will

reduce the impact of uncertain future

economic conditions on the business.

Oceania Healthcare’s innovative care

suite model is now well-established in the

market and is recognised as an attractive

proposition for incoming residents.

Larger care suites compete well against

serviced apartments offered by other

providers because care suites are certified

to provide both rest home and hospital

level care to residents, which means

that residents can stay in their care suite

to receive both rest home and hospital

level care.

In November 2020, we were pleased to

win the “Community Connection” award

at the New Zealand Aged Care Association

Conference that recognises exceptional

effort in catering for residents’ needs and

preferences by creating an environment

that promotes inclusion and choice for

older New Zealanders. This award

continues a consistent achievement of

success for Oceania Healthcare over the

past six years with awards for “Excellence

in Food”, “Innovation” and “Training and

Staff Development” also being achieved

during this time.

Village

The Village segment generated total

revenue for the first half of $46.2m

and underlying EBITDA of $34.7m.

Village sales have been significantly ahead

of the prior corresponding period, with

strong demand from residents making

the most of a buoyant residential property

market and selling their homes quickly

and at good prices, before moving into

a retirement village. In the six months to

30 November 2020, there was a total of

109 independent living (apartment and

villa) sales, comprising 60 new sales and

49 resales. This is a significant increase on

the prior corresponding period, in which

there were 68 independent living

(apartment and villa) sales, primarily at

Meadowbank and The Sands.

The 25.6% increase in resale volumes is

particularly pleasing as a key indicator of

the quality of Oceania Healthcare's annuity

earnings streams.

CHAIR AND CEO'S REPORT –––––––

08Oceania Healthcare

|

Interim Report 2021

One of the highlights of the first half
of FY2021 was the completion of

28 apartments and 61 care suites at Green

Gables (Nelson) at the end of September.

The site is in an excellent location close to

the city centre in Nelson in a high value area

of the region with good levels of demand

for aged care. This redevelopment is typical

of Oceania Healthcare’s brownfields

redevelopment strategy, where the existing

aged care facility was decommissioned and

a new integrated aged care centre and

retirement village was constructed on the

site. The completed development not only

produces higher earnings per care bed

(as the care suites are sold to residents

under an occupation right agreement)

but also optimises the yield of retirement

village apartments in an environment of

high quality finishings. The Directors

visited Green Gables in early November

2020 for their Board meeting and it was

great to see the improvements at Green

Gables since the Directors last visited the

site as a Board in November 2015. The

Directors enjoyed meeting with the Green

Gables residents over lunch and hearing

about how much the residents are loving

their homes. Sales at Green Gables are

progressing well. As at 30 November 2020,

14 apartments and 5 care suites have

been sold, with an additional 2 care suites

occupied by residents paying a premium

accommodation charge.

COVID-19 and continuing response

The COVID-19 pandemic remains a real risk

to the wellbeing of Oceania Healthcare’s

residents and staff however, for the reasons

outlined above, Oceania Healthcare’s

business model has proven to be resilient

throughout 2020.

In addition, we continue to be well prepared

should further outbreaks occur in the

community. Oceania Healthcare has

established good stocks of personal

protective equipment to respond to the

ongoing threat of COVID-19. We have also

entered into an agreement with a private

laboratory to undertake COVID-19 testing

for Oceania Healthcare staff. This

arrangement will enable surveillance testing

of staff working at Oceania Healthcare’s

aged care centres. In addition, Oceania

Healthcare has developed its own

pandemic plan and outbreak management

plan over the last six months and these

plans have been recognised by the DHBs

as being best in class. Together, these

measures continue to make Oceania

Healthcare’s aged care centres safe places

for the elderly to live.

Overall there was an excellent response to

the challenges presented by the COVID-19

pandemic by the aged care sector, contrary

to assertions made by some commentators

earlier in the year. Now that the industry has

proven its capability and its critical role as

part of the national healthcare system

in New Zealand, there is a real opportunity

for the industry as a whole to engage

meaningfully with the Ministry of Health and

resolve some of the longstanding issues in

the sector, such as the funding model and

the lack of recognition of the cost of capital

in aged care facilities, pay parity for

registered nurses, workforce shortages

and immigration policy restrictions.

CHAIR AND CEO'S REPORT –––––––

09Oceania Healthcare

|

Interim Report 2021

Sustainability
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. Over the interim

period we have developed waste diversion

initiatives, undertaken an energy audit and

are in the process of developing a Carbon

Management Plan and roadmap to reaching

our goal of being carbon neutral by 2030.

Developments

We have continued to make steady

progress with the execution of our

development pipeline during the six month

period to 30 November 2020, despite the

challenges presented by the lockdown

restrictions from COVID-19.

Work on all developments that was paused

during the Alert Level Three and Four

lockdowns in March to May 2020 has now

restarted and we are on track to complete

217 aged care beds and retirement village

units by 31 March 2021.

There are currently six brownfields projects

underway. Our developments at Stage Two

at The BayView, Tauranga (comprising

35 apartments) and Stage One at

The Bellevue, Christchurch (comprising

71 care suites and 22 apartments) are all

progressing well and are expected to

be completed by 31 March 2021.

Other brownfields projects at Lady Allum,

Auckland (113 new care suites), Eden,

Auckland (comprising 49 apartments

and a new community centre), a further

39 apartments at The BayView, Tauranga,

Stage Two at Awatere, Hamilton (63

apartments and a new community centre)

and Stage Three at Gracelands, Hastings

(18 villas) are also underway and are

expected to be completed during FY2022.

The BayView, Tauranga

CHAIR AND CEO'S REPORT –––––––

10Oceania Healthcare

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Interim Report 2021

In addition, we also started groundwork
at our first greenfields development at

Waimarie Street (St Heliers, Auckland)

in October 2020. This site will be one of

the highest quality retirement villages in

New Zealand offering a full continuum of

care with 79 luxurious independent living

apartments and 31 care suites. This project

is expected to be completed during FY2023.

Looking ahead to FY2022, we are intending

to commence three new brownfields

projects, in Blenheim, Rangiora and the

first stage of Elmwood, Manurewa. The

construction of new premium care suites

at these locations will continue to build

upon Oceania Healthcare’s reputation for

delivering the highest quality of care and

independent living accommodation

to its residents.

Oceania Healthcare has sufficient brownfields

projects to maintain its current build rate

for the next five to six years. However, given

the timeframes for purchasing, consenting

and construction of new developments,

we will seek to acquire new brownfields or

greenfields sites as good opportunities

arise in the next few years.

Our People

Oceania Healthcare is a genuine people-

focused business. We recognise that our

staff are the absolute key to delivering

outstanding care to our residents. As part

of our Clinical Governance Review, we have

invested in our clinical team over the last

six months, with changes made intended

to strengthen clinical governance across

Oceania Healthcare, including through

improved systems and processes.

Oceania Healthcare is committed to

defining and offering a clear clinical

pathway for staff, as well as increasing

support of post-graduate education

and training of our registered nurses.

The Employee Share Scheme was offered

to all permanent employees again this

year. 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. The scheme achieved

a 70% uptake last year and a 77% uptake

this year and it’s great for our staff to own

a stake in Oceania Healthcare and further

reward staff for the vital role they play in

Oceania Healthcare’s success.

We are pleased to announce the

appointment of Jo Copeland as General

Manager People at Oceania Healthcare,

a new leadership role in our executive team.

Jo has a wealth of strategic HR, commercial

and legal experience from her previous

experience in the professional services,

telecommunications and pharmaceuticals

industries.

A new long term incentive scheme for

senior executives has been established to

provide an incentive to key executives to

commit to Oceania Healthcare for the long

term and align these executives’ interests

with the interests of Oceania Healthcare’s

shareholders.

We would like to acknowledge and thank

the Directors and staff for their dedication

and hard work in what has been a

challenging six month period. With the

change of balance date to 31 March, we are

looking forward to releasing the Annual

Report for FY2021 at the end of May 2021.

Thank you again for your ongoing support.

Yours sincerely

Earl Gasparich

Chief Executive Officer

Elizabeth Coutts

Chair

CHAIR AND CEO'S REPORT –––––––

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Three Year Summary

For the six months ended 30 November 2020

Financial Metrics

$NZm

Unaudited

Nov 2020

Unaudited

Nov 2019

Unaudited

Nov 2018

Underlying EBITDA

1

35.434.727.2

Underlying net profit after tax

1

23.324.820.9

Profit for the period24.814.91.3

Total comprehensive income57.024.019.5

Total assets1,673.61,496.51,208.8

Operating cash flow74.657.047.1

Operating Metrics

$NZm

Unaudited

Nov 2020

Unaudited

Nov 2019

Unaudited

Nov 2018

Units1,3101,2091,088

Care Suites772655451

Care Beds1,8301,9402,129

Total3,9123,8043,668

New Sales1458465

Resales12310279

Total268186144

Occupancy92.1%91.6%89.8%

1

This is a non-GAAP measure, refer to note 2.1 in the consolidated interim financial statements

for further details.

Consolidated
Interim Financial

Statements

For the six months ended 30 November 2020

Consolidated Statement of Comprehensive Income 15

Consolidated Balance Sheet 16

Consolidated Statement of Changes in Equity 17

Consolidated Cash Flow Statement 18

Notes to the Consolidated Interim Financial Statements 19

Independent Auditor's Review Report 62

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Consolidated Statement of Comprehensive Income

For the six months ended 30 November 2020

$NZ000s Notes

Unaudited

Six months

30 Nov 2020

Unaudited

Six months

30 Nov 2019

Revenue103,88596,509

Change in fair value of investment property

3.1

26,65111,365

Change in fair value of right of use investment property

3.4

2,27610,196

Other income 1,1451,439

Total income133,957119,509

Employee benefits and other staff costs68,31163,024

Depreciation (buildings)

3.2, 3.4

5,0494,622

Depreciation and amortisation (chattels, leasehold

improvements and software)

3.2, 3.43,0252,525

Impairment of property, plant and equipment and

right of use buildings

3.2, 3.4

5171,044

Rental expenditure in relation to right of use investment property

3.43,33011,536

Impairment of goodwill815-

Finance costs4,0112,911

Other expenses28,55127,161

Total expenses113,609112,823

Profit before income tax 20,3486,686

Income tax benefit

5.1

4,4368,166

Profit for the period24,78414,852

Other comprehensive income

Items that will not be subsequently reclassified to profit or loss

Gain on revaluation of property, plant and equipment

for the period, net of tax

3.2, 5.131,23110,884

Gain on revaluation of right of use asset for the period,

net of tax

3.4, 5.127112

31,25810,996

Items that may be subsequently reclassified to profit or loss

Gain on cash flow hedges, net of tax918(1,898)

Other comprehensive income for the period, net of tax32,1769,098

Total comprehensive income for the period attributable to

shareholders of the parent56,96023,950

Basic earnings per share (cents per share)

4.2

4.02.4

Diluted earnings per share (cents per share)

4.2

4.02.4

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

accompanying notes.

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Consolidated Balance Sheet

As at 30 November 2020

$NZ000s Notes

Unaudited

30 Nov 2020

Audited

31 May 2020

Assets

Cash and cash equivalents16,36917,624

Trade and other receivables51,61341,630

Investment property

3.1

1,013,220947,800

Property, plant and equipment

3.2

540,234489,990

Right of use assets

3.4

41,48040,822

Intangible assets10,72410,830

Deferred tax assets

5.1

--

Total assets1,673,6401,548,696

Liabilities

Trade and other payables45,11034,831

Derivative financial instruments9,23610,484

Deferred management fee

3.3

38,88634,344

Refundable occupation right agreements

3.3

603,365535,370

Right of use liabilities

3.4

11,70013,001

Borrowings

4.3

313,213325,454

Total liabilities1,021,510953,484

Net assets652,130595,212

Equity

Contributed equity

4.1

595,417588,389

Retained deficit(138,193)(155,907)

Reserves194,906162,730

Total equity652,130595,212

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

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Consolidated Statement of Changes in Equity

For the six months ended 30 November 2020

$NZ000s Notes

Contributed

equity

Retained

deficit

Asset

revaluation

reserve

Cash flow

hedge

reserve

Total


equity

Balance as at 1 June 2019 (audited)580,794(110,060)140,931(1,786)609,879

Impact of adoption of

NZ IFRS 16 Leases

3.4

-(2,211)--(2,211)

Profit for the period - 14,852 - -14,852

Other comprehensive income

Revaluation of cash flow hedge

net of tax

---(1,898)(1,898)

Revaluation of assets net of tax

3.2, 5.1

- -10,884-10,884

Revaluation of right of use

assets net of tax

3.4, 5.1

- -112-112

Total comprehensive income

- 14,85210,996(1,898)23,950

Transactions with owners

Dividends paid

4.1

-(15,784)--(15,784)

Share issue: dividend

reinvestment scheme

4.1

2,278---2,278

Employee share scheme

4.1

-118--118

Total transactions with owners2,278(15,666) - -(13,388)

Balance as at 30 November 2019

(unaudited)

583,072(113,085)151,927(3,684)618,230

Balance as at 1 June 2020 (audited)588,389(155,907)170,205(7,475)595,212

Profit for the period

- 24,784 - -24,784

Other comprehensive income

Revaluation of cash flow hedge

net of tax

---918918

Revaluation of assets net of tax

3.2, 5.1

- -31,231-31,231

Revaluation of right of use

assets net of tax

3.2, 5.1

- -27-27

Total comprehensive income

- 24,78431,25891856,960

Transactions with owners

Dividends paid

4.1

-(7,377)--(7,377)

Share issue: dividend

reinvestment scheme

4.1

7,028---7,028

Employee share scheme

4.1

-307--307

Total transactions with owners

7,028(7,070) - -(42)

Balance as at 30 November 2020

(unaudited)

595,417(138,193)201,463(6,557)652,130

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

accompanying notes.

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Consolidated Cash Flow Statement

For the six months ended 30 November 2020

$NZ000s

Unaudited

Six months

30 Nov 2020

Unaudited

Six months

30 Nov 2019

Cash flows from operating activities

Receipts from residents for village and care fees82,82981,796

Payments to suppliers and employees(84,294)(89,729)

Rental payments in relation to right of use investment property(3,330)(11,535)

Receipts from new occupation right agreements113,436102,070

Payments for outgoing occupation right agreements(29,882)(22,061)

Interest received18103

Interest paid(3,711)(3,130)

Interest paid in relation to right of use assets(463)(525)

Net cash inflow from operating activities74,60356,989

Cash flows from investing activities

Proceeds from sale and / or disposal of property,

plant and equipment and investment property-(36)

Payments for property, plant and equipment

and intangible assets(20,955)(24,423)

Payments for investment property

and investment property under development(39,152)(46,949)

Net cash outflow from investing activities(60,107)(71,408)

Cash flows from financing activities

Proceeds from borrowings48,36977,201

Repayment of borrowings(60,646)(57,354)

Proceeds from bond issuance125,000-

Repayment of bank borrowing from bond proceeds(125,000)-

Capitalised borrowing costs(1,861)(41)

Principal payments for right of use assets(1,264)(1,276)

Dividends paid(349)(13,506)

Net cash (outflow) / inflow from financing activities(15,751)5,024

Net decrease in cash and cash equivalents(1,255)(9,395)

Cash and cash equivalents at the beginning of the period17,62422,762

Cash and cash equivalents at end of period16,36913,367

The Board of Directors of the Company authorised these Consolidated Financial

Statements for issue on 22 January 2021.

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.

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Interim Report 2021

Notes to the

Consolidated


Interim Financial

Statements

For the six months ended 30 November 2020

1. General Information 20


1.1 Basis of Preparation 20

1.2 Accounting Policies 22

1.3 Significant Events and Transactions 22

2. Operating Performance

25

2.1 Operating Segments 25


3. Property Assets 35

3.1 Village Assets: Investment Property 38

3.2 Care Assets: Property, Plant

and Equipment 42

3.3 Refundable Occupation

Right Agreements 46

3.4 Leases 47

4. Shareholder Equity and Funding

50

4.1 Shareholder Equity and Reserves 50

4.2 Earnings per Share 54

4.3 Borrowings 54

5. Other Disclosures

57

5.1 Income Tax 57

5.2 Contingencies and Commitments 61

5.3 Events After Balance Date 61

Independent Auditor's Review Report 62

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Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

1. General Information

1.1 Basis of Preparation

(i) Entities Reporting

The consolidated interim 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 of the 31 May 2020

annual report for details of the Group structure.

The consolidated interim financial statements incorporate the assets and

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

2020 and the results of all subsidiaries for the six months 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 interim 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 interim financial statements have been prepared in accordance

with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”). They

comply with New Zealand Equivalent to International Accounting Standard 34

Interim Financial Reporting (“NZ IAS 34”) and International Accounting Standard

34 Interim Financial Reporting (“IAS 34”). The Group is a Tier 1 for-profit entity in

accordance with XRB A1.

The accounting policies that materially affect the measurement of the

Consolidated Statement of Comprehensive Income, Consolidated Balance

Sheet and the Consolidated Cash Flow Statement have been applied on a basis

consistent with those used in the audited consolidated financial statements for

the year ended 31 May 2020.

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

the type normally included in the consolidated annual financial statements.

Accordingly, these consolidated interim financial statements are to be read

in conjunction with the consolidated annual financial statements for the year

ended 31 May 2020, prepared in accordance with New Zealand Equivalents

to International Financial Reporting Standards (“NZ IFRS”).

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The consolidated interim financial statements for the six months ended

30 November 2020 and comparatives for the six months ended 30 November

2019 are unaudited. The consolidated annual financial statements for the year

ended 31 May 2020 were audited and form the basis for the comparative figures

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

which is the Group’s presentation currency.

The consolidated interim 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 interim 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 interim 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 interim 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).

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Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

1.2 Accounting Policies

(i) New and Amended Standards Adopted by the Group

There have been no changes to accounting standards during the period.

The Group has not early adopted any standards, amendments or interpretations

to existing standards that are not yet effective.

(ii) Measurement of Fair Value

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

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

The fair value hierarchy has the following levels.

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

or liabilities.

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

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

or indirectly (i.e. derived from prices).

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

market data (unobservable inputs).

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

approximate their fair value.

1.3 Significant Events and Transactions

COVID-19

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. Refer to note 1.3 of the 31 May

2020 annual report for specific details of events to 31 May 2020.

- Post the 31 May 2020 balance date, at 11:59pm on 8 June 2020, Alert Level 1

was entered and was in place at the time of signing the 31 May 2020 annual

financial statements. Strict border restrictions were in place and contact tracing

was encouraged.

- At 12 noon on 12 August 2020, the greater Auckland region re-entered Alert

Level 3 lockdown. Businesses including construction were permitted to operate

under strict guidelines. Oceania Healthcare continued with construction

projects in the development pipeline and sales of retirement village units

continued under certain conditions.

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The rest of New Zealand was moved back into Alert Level 2. Contact tracing,

strict social distancing measures and mass gathering limits had to be followed.

- At 11:59pm on 30 August 2020, the greater Auckland region entered Alert

Level 2 (with extra restrictions). The rest of New Zealand remained at Alert

Level 2.

- At 11:59pm on 21 September 2020, Alert Level 1 came into force for all regions

except the Auckland region.

- At 11:59pm on 23 September 2020, Alert Level 2 (with no extra restrictions)

came into force for the Auckland region.

- At 11:59pm on 7 October 2020, the greater Auckland region entered Alert

Level 1 at which point all of New Zealand aligned at Alert Level 1.

Certain key judgements and estimates are applied in the consolidated interim

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 Healthcare providing an essential

service. The following key matters were considered and undertaken with regards

to the financial impact of COVID-19 on the 30 November 2020 consolidated

interim financial statements:

- CBRE Limited as independent valuers undertook a valuation as at

30 November 2020. As at 30 April 2020 CBRE Limited concluded their

valuation on the basis of “material valuation uncertainty” which meant under

extraordinary circumstances at the time there remained a higher degree of

uncertainty than would otherwise be the case however the valuation could still

be relied upon. As at 30 November 2020 this statement has been revised to a

lesser one of “market uncertainty”. CBRE Limited continue to state that values

and incomes may change more rapidly and significantly than during standard

market conditions and recommend their valuations are reviewed periodically

to reflect the duration and severity of impact COVID-19 has on New Zealand

and its economy.

- 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 Occupation

Right Agreement (“ORA”) contracts; and

- The enactment of the 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.

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Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

1.3 Significant Events and Transactions (continued)

Balance Date

On 9 July 2020 the Group received approval from the Commissioner of Inland

Revenue to change the balance date for the Group and its subsidiaries to

31 March. All relevant parties have been notified. Full financial statements

will be prepared for the 10 months ending 31 March 2021.

Retail Bond

On 25 September 2020 Oceania Healthcare Limited announced an offer of

up to $75.0m (with the ability to accept up to an additional $50.0m in over

subscriptions) of 7 year secured fixed rate bonds. On 19 October 2020 bonds

totalling $125.0m were issued to New Zealand retail investors. These bonds

mature on 19 October 2027. A fixed interest rate of 2.3% per annum applies

to the bonds. Refer to note 4.3 for the impact on the six months to

30 November 2020.

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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 decisionmaker in total not by operating segment.

The Group operates in New Zealand and comprises three segments:

care operations, village operations and other.

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 and 3.2 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.

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Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

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 Healthcare'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

historic cost.

Impairments below historic 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

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 CategorisationAssets 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).

2.1 Operating Segments (continued)

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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 Healthcare'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

historic cost.

Impairments below historic 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

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 CategorisationAssets 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).

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Interim Report 2021

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

2.1 Operating Segments (continued)

Six months ended 30 November 2020

(unaudited)

$NZ000s

Care

Operations

Village

OperationsOtherTotal

Revenue 86,89916,569417103,885

Change in fair value of

investment property

-26,651-26,651

Change in fair value of right

of use investment property

-2,276-2,276

Other income369747101,126

Total income

87,26846,243427133,938

Operating expenses(76,287)(13,270)(10,635)(100,192)

Impairment of goodwill(815)--(815)

Impairment of property,

plant and equipment and right of

use buildings

(517)--(517)

Segment EBITDA9,64932,973(10,208)32,414

Interest income-31619

Finance costs--(4,011)(4,011)

Depreciation (buildings)(4,925)-(124)(5,049)

Depreciation and amortisation

(chattels and software)

(2,481)-(544)(3,025)

Profit before income tax2,24332,976(14,871)20,348

Income tax benefit / (expense)1,298(6,667)9,8054,436

Profit for the period

attributable to shareholders

3,54126,309(5,066)24,784

Other comprehensive income

Gain on revaluation of property,

plant and equipment for the

period, net of tax

31,231--31,231

Gain on revaluation of right of use

asset for the period, net of tax

27--27

Gain on cash flow hedges,

net of tax

--918918

Total comprehensive income

for the period attributable to

shareholders of the parent

34,79926,309(4,148)56,960

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Interim Report 2021

Six months ended 30 November 2019

(unaudited)

$NZ000s

Care

Operations

Village

OperationsOtherTotal

Revenue 81,32014,55163896,509

Change in fair value of

investment property

-11,365-11,365

Change in fair value of right

of use investment property

-10,196-10,196

Other income1941,13581,337

Total income81,51437,247646119,407

Operating expenses(72,139)(19,701)(9,881)(101,721)

Impairment of goodwill----

Impairment of property, plant

and equipment(1,044)--(1,044)

Segment EBITDA8,33117,546(9,235)16,642

Interest income-2280102

Finance costs--(2,911)(2,911)

Depreciation (buildings)(4,484)-(138)(4,622)

Depreciation and amortisation

(chattels and software)(2,207)-(318)(2,525)

Profit before income tax1,64017,568(12,522)6,686

Income tax benefit 2542,1465,7668,166

Profit for the period

attributable to shareholders1,89419,714(6,756)14,852

Other comprehensive income

Gain on revaluation of property,

plant and equipment for the period,

net of tax10,884--10,884

Gain on revaluation of right of use

asset for the period, net of tax112--112

Loss on cash flow hedges, net of tax--(1,898)(1,898)

Total comprehensive income

for the period attributable to

shareholders of the parent12,89019,714(8,654)23,950

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Interim Report 2021

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

2.1 Operating Segments (continued)

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 aged care and 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 to 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 IFRS16)

Add backDepreciation and amortisation (including right of use property,

plant and equipment)

=Underlying EBITDA

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In the prior comparative period Underlying Profit was also adjusted to remove

the DMF income of $0.6m 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.

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Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 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.

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Interim Report 2021

Six months ended 30 November 2020

(unaudited)

$NZ000s

Care

Operations

Village

OperationsOtherTotal

Total comprehensive income

for the period attributable to

shareholders of the parent 34,79926,309(4,148)56,960

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 equipment(30,741)(28,927)(918)(60,586)

Add: Impairment of goodwill815--815

Add: Rental expenditure in

relation to right of use asset -3,330-3,330

Add: Gain on sale or

decommissioning of assets--(84)(84)

Add: Realised resale gain-10,364-10,364

Add: Realised development margin-16,981-16,981

Underlying net profit before tax4,87328,057(5,150)27,780

Less: Deferred tax benefit(1,298) 6,667(9,805)(4,436)

Underlying net profit after tax3,57534,724(14,955)23,344

Less: Interest income-(3)(16)(19)

Add: Finance costs--4,0114,011

Add: Depreciation (buildings)4,925-1245,049

Add: Depreciation and amortisation

(chattels, leasehold improvements

and software)2,481-5443,025

Underlying EBITDA10,98134,721(10,292)35,410

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2.1 Operating Segments (continued)

Six months ended 30 November 2019

(unaudited)

$NZ000s

Care

Operations

Village

OperationsOtherTotal

Total comprehensive income

for the period attributable to

shareholders of the parent 12,89019,714(8,654)23,950

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 equipment

(9,952)(21,561)1,898(29,615)

Add: Impairment of goodwill----

Add: Rental expenditure in

relation to right of use asset

-11,536-11,536

Add: (Gain) / loss on sale or

decommissioning of assets

148(11)-137

Add: Realised resale gain-8,222-8,222

Add: Realised development margin-18,719-18,719

Underlying net profit before tax

1

3,08636,619(6,756)32,949

Less: Deferred tax benefit(254)(2,146)(5,766)(8,166)

Underlying net profit after tax2,83234,473(12,522)24,783

Less: Interest income-(22)(80)(102)

Add: Finance costs--2,9112,911

Add: Depreciation (buildings)4,484-1384,622

Add: Depreciation and amortisation

(chattels and software)2,207-3182,525

Underlying EBITDA9,52334,451(9,235)34,739

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

1

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 period.

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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.

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Interim Report 2021

3. Property Assets (continued)

Market uncertainty

30 April 2020 was a particularly significant time in the property market 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. As at 30 April 2020 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.

The property portfolio has been independently valued by CBRE Limited as at

30 November 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 there has been a reversal of some of the changes made

to key inputs and assumptions which were made in the 30 April 2020 valuation

as a result of COVID-19.

As at 30 November 2020 New Zealand was at Alert Level 1 and whilst

New Zealand’s borders remain largely closed, and immigration (which has

formerly underpinned growth in the residential market) will be absent for some

time, in CBRE Limited’s view the market had shown better than expected

sentiment upon exiting the Alert Level 4 lockdown and as a result the key

assumptions used in the valuation have almost all returned to pre COVID-19

levels and the unfavourable changes made to growth rates, discount rates and

discounts on unsold stock at 30 April 2020 have largely been reversed.

CBRE Limited at 30 November 2020 have reported on the basis of “market

uncertainty” meaning that there remains uncertainty in the market because

of the longer term economic impacts of COVID-19. CBRE Limited commented

in the valuation report that, for the avoidance of doubt, the inclusion of the

“market uncertainty” declaration does not mean that the valuation cannot be

relied upon. Rather, it has been used in order to be clear and transparent with

all parties that, in the current extraordinary circumstances, there is a higher

degree of uncertainty than would otherwise be the case. Further, CBRE Limited

continue to state that values and incomes may change more rapidly and

significantly than during standard market conditions and recommend their

valuations are reviewed periodically to reflect the duration and severity of

impact COVID-19 has on New Zealand and its economy.

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

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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 CASH FLOWS

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

Serviced apartment

1

ARRC refers to age-related residential care.

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Interim Report 2021

3.1 Village Assets: Investment Property

$NZ000s Notes

Unaudited

30 Nov 2020

Audited

31 May 2020

Investment property under development

at fair value

Opening balance145,020101,460

Transfer from / (to) property, plant and equipment

3.2

-22,193

Capitalised expenditure33,42482,472

Capitalised interest and line fees1,7823,332

Transfer from / (to) completed investment property11,452(61,551)

Transfer to held for sale investment property-(720)

Change in fair value during the period –

developments as at balance date

2,465(1,258)

Change in fair value during the period –

developments completed during the period

-(908)

Closing balance194,143145,020

Completed investment property at fair value

Opening balance802,060780,214

Transfer (to) / from investment property under development(11,452)61,551

Transfer to property, plant and equipment

3.2

(1,329)(17,592)

Transfer to right of use assets

3.4

-(14,006)

Capitalised expenditure5,48810,208

Capitalised interest and line fees1241,287

Disposals-(44)

Change in fair value during the period –

existing villages

37,992(25,132)

Change in fair value during the period –

recently completed developments

1

(13,806)5,574

Closing balance819,077802,060

Held for sale investment property at fair value

Opening balance720-

Transfer from investment property under development-720

Disposals(720)-

Closing balance-720

Total investment property1,013,220947,800

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

1

Recently completed developments refers to those developments which were being sold down

during the period.

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Interim Report 2021

Change in Fair Value Recognised in the Consolidated Statement of

Comprehensive Income

$NZ000s

Unaudited

30 Nov 2020

Unaudited

30 Nov 2019

Increase in fair value of investment property65,42035,881

Add: Transfers to property, plant and equipment

and to right of use assets during the period

1,32928,248

Less: Capitalised expenditure including capitalised interest(40,818)(52,808)

Add: Disposals72044

Change in fair value recognised in

Consolidated Statement of Comprehensive Income26,65111,365

A reconciliation between the valuation and the amount recognised on the

Consolidated Balance Sheet as investment property is as follows:

$NZ000s

Unaudited

30 Nov 2020

Audited

31 May 2020

Investment Property under development

Valuation194,143145,020

194,143145,020

Completed Investment Property

Valuation348,928370,257

Add: Refundable occupation licence payments559,035501,739

Add: Residents' share of resale gains6,5255,870

Less: Management fee receivable(80,863)(72,933)

Less: Resident obligations for units not included

in valuation (14,548)(2,873)

819,077802,060

Held for Sale Investment Property

Valuation-720

-720

Total investment property at fair value1,013,220947,800

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. In certain circumstances,

accommodation under an ORA is valued as development land. In these

situations the CBRE Limited valuation is not adjusted for the refundable amounts

and consequently no offsetting “gross up” is required. An adjustment of $14.5m

(31 May 2020: $2.9m) is included in the above reconciliation to reflect this.

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Interim Report 2021

3.1 Village Assets: Investment Property (continued)

The valuation of investment property is adjusted for cash flows 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.

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 November 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.

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 $101.3m as at 30 November 2020 (31 May 2020:

$65.2m) has been recognised in relation to these development sites. Further, the

CBRE Limited valuation of development land as at 30 November 2020 has been

adjusted downwards by $1.2m in respect of future demolition costs where

development land has been valued as vacant land.

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

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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 November 2020 by CBRE Limited (31 May 2020: 30 April 2020 by CBRE

Limited), at a total of $348.9m (2020: 30 April 2020 $379.8m adjusted

downwards for the impact of any sale, resale and repurchase of ORAs between

1 May 2020 and 31 May 2020 by $10.3m), with a corresponding increase

in refundable occupation licence payments of $13.3m to arrive at the fair value

of completed investment properties at 30 November 2020.

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.

On 8 September 2020 the one parcel of land which met the definition of held

for sale as at 31 May 2020 was sold to a third party. There was no gain or loss

on this transaction.

No properties met the definition of held for sale as at 30 November 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 periods.

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3.2 Care Assets: Property, Plant and Equipment


$NZ000s Notes

Freehold

Land and

Buildings

Under

Development

Freehold

Land

Freehold

Buildings

Chattels and

Leasehold

Improvements Total

Period ended

30 November 2020

Opening net book

amount

54,20677,496339,91618,372489,990

Additions

9,463-7,0862,92719,476

Capitalised interest

and line fees

483-271-754

Disposals

-----

Depreciation

--(4,751)(1,798)(6,549)

Transfer to right

of use assets

3.4

-----

Transfer from

investment property

3.1

--1,329-1,329

Reclassification within

Property, Plant and

Equipment

-----

Revaluation surplus

Comprehensive income

Existing care centres

308442--750

Care centres recently

developed / under

development

--(853)-(853)

Other comprehensive

income

1

Existing care centres

73811,14312,927-24,808

Care centres recently

developed / under

development

--10,529-10,529

Closing net book

amount

65,19889,081366,45419,501540,234

At 30 November 2020

(unaudited)

Cost

---50,33350,333

Valuation

65,19889,081366,454-520,733

Accumulated

depreciation

---(30,832)(30,832)

Net book amount

65,19889,081366,45419,501540,234

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

1

The revaluation noted in the Statement of Comprehensive Income differs from the above

due to deferred tax, refer note 5.1.

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$NZ000s Notes

Freehold

Land and

Buildings

Under

Development

Freehold

Land

Freehold

Buildings

Chattels and

Leasehold

Improvements Total

Year ended

31 May 2020

Opening net book

amount

70,29770,662282,41719,333442,709

Additions

20,776-7,7227,64336,141

Capitalised interest

and line fees

958-790-1,748

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)57017,022-(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

1

Existing care centres

1,6082,469652-4,729

Care centres recently

developed / under

development

6,55313620,738-27,427

Closing net book

amount

54,20677,496339,91618,372489,990

At 31 May 2020

Cost

- - -47,40747,407

Valuation

54,20677,496339,916-471,618

Accumulated

depreciation

- --(29,035)(29,035)

Net book amount

54,20677,496339,91618,372489,990

1

The revaluation noted in the Statement of Comprehensive Income differs from the above

due to deferred tax, refer note 5.1.

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

Land and Buildings Under Development

A valuation in respect of development land was provided by CBRE Limited

as at 30 November 2020.

Any costs incurred to 30 November 2020 on the developments are included

in arriving at the fair value as at 30 November 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 $29.5m as at 30 November 2020 (31 May 2020:

$20.3m) 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 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 (including care suites)

was provided by CBRE Limited as at 30 November 2020 (31 May 2020:

30 April 2020). The 30 November 2020 valuation of the Group’s care centres

was apportioned to land, buildings, chattels and goodwill. The fair value of

land and buildings as determined 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

interim financial statements.

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

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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.

The CBRE Limited valuation included $16.0m of goodwill in respect of completed

land and buildings (30 April 2020: $12.0m).

Care Suites

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

accommodation 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. No adjustment has been made or required

as at 30 November 2020. As at 31 May 2020 an adjustment was made in

respect of two sites, a decrease of $8.7m, to the CBRE Limited valuation.

The CBRE Limited valuation of care suites includes $0.3m of goodwill

(31 May 2020: $0.6m). This goodwill is not recognised in the consolidated

interim financial statements.

Key Accounting Estimates and Judgements

All land and buildings have been determined to be Level 3 (31 May 2020: Level 3)

in the fair value hierarchy as the fair value is determined using inputs that are

unobservable.

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3.3 Refundable Occupation Right Agreements

What’s 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’s 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 to use and enjoy

the common areas of the village. The deferred management fee is payable by

the resident on termination of the ORA.

$NZ000s

Unaudited

30 Nov 2020

Audited

31 May 2020

Village

Refundable occupation licence payments559,035501,739

Residents’ share of resale gains6,5255,870

Less: Management fee receivable (per contract)(111,414)(100,912)

454,146406,697

Leasehold Village

Refundable occupation licence payments36,34533,015

Less: Management fee receivable (per contract)(5,546)(3,809)

30,79929,206

Care Suites

Refundable occupation licence payments143,673120,506

Accommodation rebate485559

Less: Management fee receivable (per contract)(25,738)(21,598)

118,42099,467

Total refundable occupation right agreements603,365535,370

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

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Reconciliation of Management Fees recognised under NZ IFRS

and per ORA

$NZ000s

Unaudited

30 Nov 2020

Audited

31 May 2020

Village

Management fee receivable (per contract)(111,414)(100,912)

Deferred management fee30,55127,979

Management fee receivable (per NZ IFRS)(80,863)(72,933)

Leasehold Villages

Management fee receivable (per contract)(5,546)(3,809)

Deferred management fee2,2721,621

Management fee receivable (per NZ IFRS)(3,274)(2,188)

Care Suites

Management fee receivable (per contract)(25,738)(21,598)

Deferred management fee6,0634,744

Management fee receivable (per NZ IFRS)(19,675)(16,854)

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 to use an asset over the life of the lease. There

is a corresponding lease liability on the Consolidated Balance Sheet which

represents the present value of the future lease payments.

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3.4 Leases (continued)

Right of use Assets

$NZ000s

Year ended 31 May 2020Notes

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 period –

Comprehensive Income

17,128(42)-17,086

Revaluation for the period

1


Other Comprehensive Income

-71-71

Net book value as at

31 May 2020 (audited) 31,1404,8374,84540,822

$NZ000s

Period ended 30 Nov 2020Notes

Investment

Property

Land and

BuildingsChattelsTotal

Opening net book value

31,1404,8374,84540,822

Transfer from investment property

/ property, plant and equipment

3.1, 3.2----

Additions513321339

Disposals-(266)(9)(275)

Depreciation -(298)(997)(1,295)

Revaluation for the period –

Comprehensive Income

2,276(414)-1,862

Revaluation for the period

1

-

Other Comprehensive Income

-27-27

Net book value as at

30 November 2020 (unaudited)

33,4213,8994,16041,480

$NZ000s

30 Nov 2020

Investment

Property

Land and

BuildingsChattelsTotal

Cost --8,3738,373

Valuation33,4213,899-37,320

Accumulated depreciation--(4,213)(4,213)

Net book value as at

30 November 2020 (unaudited)

33,4213,8994,16041,480

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

1

The revaluation noted in the Statement of Comprehensive Income differs from the above due to

deferred tax, refer note 5.1.

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A reconciliation between the valuation and the amount recognised on the

Consolidated Balance Sheet as right of use investment property is as follows:

$NZ000s 30 Nov 202031 May 2020

Right of use Investment Property

Valuation350313

Add: Refundable occupation

licence payments

36,34533,015

Less: Management fee receivable(3,274)(2,188)

33,42131,140

The valuation of right of use investment property is adjusted for cash flows

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

$NZ000s

Year ended 31 May 2020Notes

Investment

Property

Land and

BuildingsChattelsTotal

Opening net book value ----

Recognition on adoption

of NZ IFRS 16 Leases-8,4442788,722

Transfer from borrowings

4.3--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 (audited) -7,8655,13613,001


$NZ000s

Period ended 30 Nov 2020 Notes

Investment

Property

Land and

BuildingsChattelsTotal

Opening net book value -7,8655,13613,001

Transfer from borrowings

4.3

----

Additions and disposals-(349)312(37)

Interest -215212427

Lease payments made-(510)(1,181)(1,691)

Lease liabilities as at

30 November 2020 (unaudited) -7,2214,47911,700

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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. A valuation in respect of right of use

investment property was provided by CBRE Limited as at 30 November 2020.

The carrying value of the right of use asset as at 30 November 2020 in respect

of this leased site is $33.4m (31 May 2020: $31.1m).

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 November 2020.

4. Shareholder Equity and Funding

4.1 Shareholder Equity and Reserves

Unaudited

30 Nov 2020

Shares

Audited

31 May 2020

Shares

Unaudited

30 Nov 2020

$NZ000s

Audited

31 May 2020

$NZ000s

Share capital

Authorised, issued and

fully paid up capital

626,339,430618,056,183595,417588,389

Total contributed equity

626,339,430618,056,183595,417588,389

Movements

Opening balance of

ordinary shares issued

618,056,183610,254,535588,389580,794

Shares issued for

employee share scheme

1,193,0451,004,640--

Shares issued for dividend

reinvestment plan

7,090,2026,797,0087,0287,595

Closing balance of

ordinary shares issued

626,339,430618,056,183595,417588,389

50

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

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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 (31 May 2020: nil).

Long Term Incentive Plan

On 15 September 2020 the Board approved a new Long Term Incentive Scheme

for its senior executives (“LTI Scheme”). The LTI Scheme has been established to:

- provide an incentive to key executives to commit to Oceania Healthcare for the

long term; and

- align these executives’ interests with the interests of Oceania Healthcare's

shareholders.

Participants in the Scheme will be granted Share Rights from time to time which

will, on vesting, convert into an entitlement to receive ordinary shares. Vesting will

depend on achievement of certain performance hurdles relating to Oceania

Healthcare's total shareholder return relative to the NZX50, and Oceania

Healthcare's performance against EBITDA targets.

Share Rights become exercisable if the holder remains employed on the vesting

date and performance hurdles are met over the period from the commencement

date to the measurement date, and in certain other exceptional circumstances.

On becoming exercisable, each Share Right will entitle the holder to receive one

fully paid ordinary share in Oceania Healthcare Limited, less an adjustment for tax

paid on the holder’s behalf for the benefit received under the Scheme. The Share

Rights have a nil exercise price.

Performance Hurdles

The Share Rights in each grant are divided between two performance hurdles;

- Share Rights will qualify for vesting on a straight-line basis; from 0%, where

the total shareholder return (TSR) from the commencement date to the

measurement date is equal to the 35th percentile of the NZX50 Group,

to 100% where the TSR is equal to or greater than the 75th percentile of

the NZX50 Group; and

- For the second performance hurdle, Share Rights will qualify for vesting

if the Group’s annual growth in underlying earnings (before interest, tax,

depreciation and amortisation) per share (UEPS) from the commencement

date to the measurement date is equal to or greater than the target for growth

in UEPS for that period.

Lapse

Share Rights will lapse where the performance hurdles are not met on a relevant

measurement date or, in general, where the participant ceases to be employed by

the Group before the vesting date (except in certain circumstances).

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4.1. Shareholder Equity and Reserves (continued)

Employee Share Scheme

During the six months to 30 November 2020, 1,193,045 shares were issued as part

of an employee share scheme (“ESS”) (year to 31 May 2020: 1,004,640 shares). 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. The shares are held

in trust and will be transferred to the employee if the employee remains employed

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

Dividend Reinvestment Plan (“DRP”)

2,613,632 shares with a value of $0.9910 were issued in the six months to

30 November 2020 in relation to the 31 May 2020 dividend reinvestment plan.

Further, 4,476,570 shares with a value of $0.9910 were issued in the six months

to 30 November 2020 pursuant to an underwriting agreement with Macquarie

Securities (NZ) Limited.

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

31 May 2019 dividend reinvestment plan.

4,524,128 shares with a value of $1.175 per share were issued in relation to the

30 November 2019 dividend reinvestment plan.

Recognition and Measurement

3,164,556 shares are held by the Group and its subsidiaries in relation to a

previously cancelled long term incentive plan scheme. Shares issued to OCA

Employees Trustee Limited, a subsidiary, on behalf of Oceania Healthcare

employees in relation to the 2017 long term incentive plan which did not vest

are classified as Treasury Shares as the Group has a beneficial interest in the

3,164,556 shares.

On 20 November 2020, 1,948,061 share rights were issued for nil consideration

and a nil exercise price in relation to the LTI Scheme for the provision of

performance-based remuneration.

Group Structure

There are no major shareholders.

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

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Dividends

On 22 January 2021, an interim dividend of 1.3 cents per share (not imputed)

was declared and will be paid on 24 February 2021. The record date for

entitlement is 10 February 2021.

Unaudited

30 Nov 2020

cents per share

Unaudited

30 Nov 2020

$NZ000s

Audited

31 May 2020

cents per share

Audited

31 May 2020

$NZ000s

Final dividend for

the prior year

1.27,417

1

2.615,867

Interim dividend for

the period

--2.314,037

Total dividends

declared during

the period

7,41729,904

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 the FY2019 final dividends, the FY2020 interim dividends and the

FY2020 dividends paid (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). This plan shall also be effective for the dividend

payable on 24 February 2021 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 9 February 2021. The dividend reinvestment plan shall apply to

those shareholders who have provided a participation election by 5:00pm on the

dividend election date, being 11 February 2021.

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 of the 31 May 2020 annual report.

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 shares held within the Group.

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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 period.


Unaudited

30 Nov 2020

Unaudited

30 Nov 2019

Profit after tax ($’000)24,78414,852

Weighted average number of ordinary shares

outstanding ('000s)619,514608,656

Basic earnings per share (cents per share)4.02.4

Diluted

Diluted Earnings per share is calculated by adjusting the weighted average

number of ordinary shares outstanding to assume conversion of all dilutive

potential ordinary shares. As at 30 November 2020 there were no shares with

a dilutive effect (31 May 2020: nil).


Unaudited

30 Nov 2020

Unaudited

30 Nov 2019

Profit after tax ($’000)24,78414,852

Diluted weighted average number of ordinary shares

outstanding ('000s)619,514608,656

Diluted earnings per share (cents per share)4.02.4

4.3 Borrowings

$NZ000s

Unaudited

30 Nov 2020

Audited

31 May 2020

Secured

Bank loans191,027326,686

Capitalised loan costs(540)(1,232)

Retail Bond – OCA010125,000-

Capitalised bond costs(2,274)-

Total borrowings313,213325,454

Current--

Non current316,027326,686

Total borrowings excluding capitalised loan costs316,027326,686

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

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Recognition and Measurement

Bank Loans

Interest is charged using the BKBM Bill rate plus a margin and line fee. Interest

rates applicable in the six months to 30 November 2020 ranged from 1.57% to

1.91% (year to 31 May 2020: 2.52% to 3.85%).

Retail Bond

The Group issued 125.0m retail bonds totalling $125.0m on 19 October 2020 with

a maturity date of 19 October 2027. This retail bond is listed on the NZX Debt

Market (NZDX) with the ID OCA010. The bond has a fixed interest rate of 2.3%.

The bonds are quoted on the NZX Debt Market and their fair value at balance

date is based on their listed market price as at balance date. Interest on OCA010

is payable quarterly in January, April, July and October in equal instalments.

The listed market price of the bonds as at 30 November 2020 was $1.0033.

Debt Financing

On 3 April 2020 an agreement was entered into with the banking syndicate to

increase the facility limit from $350.0m to $420.0m through the introduction of

a third facility (General Facility) totalling $70.0m.

On 23 September 2020 an agreement was entered into with the banking

syndicate to decrease total debt facility limits to $350.0m as follows:

(i) General Corporate Facility limit decreased to $85.0m (formerly $135.0m); and

(ii) Development Facility limit increased to $265.0m (formerly $215.0m).

the maturity of borrowings is 31 July 2023.

(iii) General Facility limit $70.0m, which was undrawn, was cancelled.

Financing arrangements

At 30 November 2020, the Group held committed bank facilities with drawings

as follows:

Unaudited 30 Nov 2020Audited 31 May 2020

$NZ000sCommittedDrawnCommittedDrawn

General Corporate Facility85,000-135,000118,567

Development Facility265,000191,027215,000208,119

General Facility--70,000-

Total350,000191,027420,000326,686

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4.3 Borrowings (continued)

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 properties (including the “as-

complete” valuations for projects funded under the Development Facility);

c) Guarantor Group Coverage – at all times the adjusted EBITDA of the

Guaranteeing Group must be at least 90% of the Adjusted EBITDA of the

Group and the total tangible assets of the Guaranteeing Group must be at

least 90% of the total tangible assets of the Group; and

d) Development – At all times the outstanding principal amount under the

Development Facility shall not exceed the Development Value. Development

Value (per the most recent valuation excluding any settled stock) is the

aggregate value of all Residential Facilities in all Developments that are being

funded by the Development Facility less their cost to complete.

The covenants are tested half yearly. All covenants have been complied with

during the period. 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 30 November 2020 the balance of the bank loans over which the

properties are held as security is $191.0m (31 May 2020: $327.0m), the total

commitment as at 30 November 2020 is $350.0m (31 May 2020: $420.0m).

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

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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.

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5.1 Income Tax (continued)

$NZ000s

Unaudited

30 Nov 2020

Unaudited

30 Nov 2019

Income tax benefit

Current tax--

Deferred tax(4,436)(8,166)

(4,436)(8,166)

Taxation expense is calculated as follows:

Profit before income tax20,3486,686

Tax at the New Zealand tax rate of 28% 5,6981,872

Adjusted by the tax effect of:

Non-deductible impairment of goodwill228-

Non-deductible expenditure285166

Capitalised interest deductible for tax(745)(900)

Taxable deferred management fees(1,934)(435)

Non-assessable revaluation of investment property(8,100)(6,037)

Taxable depreciation(3,510)(2,519)

Accounting depreciation1,8561,658

Right of use asset924

Non-deductible impairment / (reversal of

non-deductible impairment) of fixed asset145292

Adjustment for timing difference of provisions832133

Other--

Losses generated / (utilised)5,2365,746

Current tax expense--

Impact of movements in investment property480(2,659)

Impact of movements in property, plant and

equipment

(1,671)(6)

Impact of movements in right of use assets(92)(60)

Other adjustments(912)(133)

Deferred management fee1,934438

Prior period adjustments: other--

Losses utilised or derecognised / (recognised)(4,175)(5,746)

Deferred tax benefit(4,436)(8,166)

Income tax benefit (4,436)(8,166)

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

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Movement in the Deferred Tax Balance:

$NZ000s

Balance


1 June

2020

Audited

Recognised in

Consolidated

Statement of

Comprehensive

Income

Recognised

in Other

Comprehensive

Income

Balance


30 Nov 2020

Unaudited

Investment property(960)(480)-(1,440)

Property, plant and equipment(14,651)1,671(4,106)(17,086)

Right of use assets92992-1,021

Provisions and other assets /

liabilities

8,645912(330)9,227

DMF revenue in advance5,538(1,934)-3,604

Tax losses4994,175-4,674

Deferred tax (liabilities) / assets

-4,436(4,436)-

$NZ000s

Balance


1 June

2019

Audited

Recognised in

Consolidated

Statement of


Comprehensive

Income

Recognised

in Other

Comprehensive

Income

Balance


31 May 2020

Audited

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 /

liabilities

6,1232712,2518,645

DMF revenue in advance7,069(1,531)-5,538

Tax losses3,751(3,252)-499

Deferred tax (liabilities) / assets

(14,825)14,666159-

Recognition and Measurement

No income tax was paid or payable during the period (30 November 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.

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5.1 Income Tax (continued)

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).

Deferred Tax on Freehold Buildings

Due to the re-introduction of depreciation on residential buildings after the

enactment of the COVID-19 Response (Taxation and Social Assistance Urgent

Measure) 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).

Notes to the Consolidated Interim Financial Statements (continued)

For the six months ended 30 November 2020

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After taking into consideration losses generated in the period to 30 November

2020, the Group now has an estimated $72.1m (31 May 2020: $53.4m) of

available tax losses at 30 November 2020.

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. A deferred tax

asset of $4.7m has been recognised as at 30 November 2020 (31 May 2020:

$0.5m) in order to offset the net deferred tax liability position. All other available

losses are held off balance sheet.

5.2 Contingencies and Commitments

At 30 November 2020, the Group had no contingent liabilities or assets

(31 May 2020: nil).

At 30 November 2020, the Group has a number of commitments to develop

and construct certain sites totalling $93.1m (31 May 2020: $113.9m) of which

$88.5m (31 May 2020: $113.5m) relates to development sites.

As at 30 November 2020, a commitment of $9.3m (31 May 2020: $9.3m) exists

in relation to Stage One and $6.6m (31 May 2020: $9.9m) 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.

5.3 Events After Balance Date

Commitments

During December 2020 a contract was awarded in respect of the construction

of the Waimarie Street development. This contract totals $76.0m.

Dividend

On 22 January 2021 an interim dividend of 1.3 cents per share (not imputed) was

declared and will be paid on 24 February 2021. The record date for entitlement

is 10 February 2021. Refer to note 4.1.

There have been no other significant events after balance date.

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Independent Auditor's Review Report

To the shareholders of Oceania Healthcare Limited




Independent auditor’s review report

To the shareholders of Oceania Healthcare Limited


Report on the consolidated interim financial statements


Our conclusion

We have reviewed the consolidated interim financial statements of Oceania Healthcare Limited (the

“Company”) and its subsidiaries (the “Group”), which comprise the consolidated balance sheet as at 30

November 2020, and the consolidated statement of comprehensive income, the consolidated

statement of changes in equity and the consolidated cash flow statement for the six months ended on

that date, and significant accounting policies and other explanatory information.

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

accompanying consolidated interim financial statements of the Group do not present fairly, in all

material respects, the financial position of the Group as at 30 November 2020, and its financial

performance and cash flows for the six months then ended, in accordance with International

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

International Accounting Standard 34 Interim Financial Reporting (NZ IAS 34).

Basis for conclusion

We conducted our review in accordance with the New Zealand Standard on Review Engagements 2410

(Revised) Review of Financial Statements Performed by the Independent Auditor of the Entity (NZ

SRE 2410 (Revised)). Our responsibilities are further described in the Auditor’s responsibilities for the

review of the consolidated interim financial statements section of our report.

We are independent of the Group in accordance with the relevant ethical requirements in New Zealand

relating to the audit of the annual financial statements, and we have fulfilled our other ethical

responsibilities in accordance with these ethical requirements. In addition to our role as auditor, our

firm carries out other services for the Group in the area of trustee reporting. The provision of these

other services has not impaired our independence.

Directors’ responsibility for the consolidated interim financial statements

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

presentation of these consolidated interim financial statements in accordance with IAS 34 and NZ IAS

34 and for such internal control as the Directors determine is necessary to enable the preparation and

fair presentation of consolidated interim financial statements that are free from material

misstatement, whether due to fraud or error.

Auditor’s responsibility for the review of the consolidated interim financial

statements

Our responsibility is to express a conclusion on the consolidated interim financial statements based on

our review. NZ SRE 2410 (Revised) requires us to conclude whether anything has come to our

attention that causes us to believe that the consolidated interim financial statements, taken as a whole,

are not prepared in all material respects, in accordance with IAS 34 and NZ IAS 34. A review of

consolidated interim financial statements in accordance with NZ SRE 2410 (Revised) is a limited

assurance engagement. We perform procedures, primarily consisting of making enquiries, primarily of

persons responsible for financial and accounting matters, and applying analytical and other review

procedures.

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PwC

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

conducted in accordance with International Standards on Auditing and International Standards on

Auditing (New Zealand) and consequently does not enable us to obtain assurance that we might

identify in an audit. Accordingly, we do not express an audit opinion on these consolidated interim

financial statements.

Who we report to

This report is made solely to the Company’s Shareholders, as a body. Our review work has been

undertaken so that we might state to the Company’s Shareholders those matters which we are required

to state to them in our review report and for no other purpose. To the fullest extent permitted by law,

we do not accept or assume responsibility to anyone other than the Shareholders, as a body, for our

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

The engagement partner on the review resulting in this independent auditor’s review report is Leopino

Foliaki.


For and on behalf of:








Chartered Accountants Auckland

22 January 2021

OCEANIA.CO.NZ

---

1. Underlying EBITDA excludes the earnings from sites divested in FY2019. Refer to slide 16 for a reconciliation of Underlying Profit to Reported Net Profit After Tax.

















1. 7 sites as at 30 November 2020.

2. The dividends are not imputed due to the availability of existing tax losses.












1. Fair value movement includes impact from right of use asset (Everil Orr village). This is a lease arrangement under which Oceania is the village operator. There is a corresponding rental expense of $3.3m
(excluded from Underlying Profit). Note Everil Orr also contributed $1.1m to DMF revenue in 1HY2021 ($0.6m in 1HY2020).




1. Rental expense of $3.3m in 1HY2021 relates to the right of use asset at Everil Orr village. There is a corresponding credit in IP which is also removed as part of this adjustment.
2. “Other” is an aggregation of line items that are individually less than $2.0m and includes Gain on sale / Loss on sale or disposal of decommissioned assets. See note 2.1 of the 1HY2021 financial statements

for further detail.




1. Based on all occupied beds across all care sites, including facilities that are ramping up / down as a result of past / future development.
2. Development margin & resale gains on care suites are included within the Village Segment for underlying profit and statutory reporting purposes as the ORAs are issued by Oceania Village Company

Limited. As these margins are in lieu of daily premium charges under the traditional model, these earnings are aggregated above to present a more complete picture for the Care segment.










1. Includes lease liabilities of $11.7m as at 1HY2021 ($14.0m as at 1HY2020).




1. Comprising 44 operating villages and 1 undeveloped site. Facility numbers as at 30 November 2020.
2. Includes 204 care studios which may be initially sold with a PAC, and may subsequently be sold under an ORA.

3. Current and planned developments as at 30 November 2020.

1. Changes in capacity and pipeline now includes forecast care suite conversions in the pipeline. Totals for 1HY2021 reconcile to both the total existing and future post development portfolios on slide 25.

1. Calculated as the current/estimated sale or resale price of all units/care suites as determined by CBRE.
2. Value of unsold stock represents the sales prices of units/care suites which are not under contract, as they either are newlyconstructed or have been bought back from the previous outgoing residents.



̶

̶

1. Net Buybacks is the difference between the gross ORA payments made in relation to units bought back (and not resold) during the year and the gross ORA receipts from units resold during the year that
were bought back in prior financial years.













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

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