Oceania Healthcare – Half Year Result and Interim Report
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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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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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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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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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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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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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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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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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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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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Interim Report 2021
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.
63Oceania Healthcare
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Interim Report 2021
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Interim Report 2021
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
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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.
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1. 7 sites as at 30 November 2020.
2. The dividends are not imputed due to the availability of existing tax losses.
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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).
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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.
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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.
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1. Includes lease liabilities of $11.7m as at 1HY2021 ($14.0m as at 1HY2020).
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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.
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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.
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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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