Promisia Healthcare Interim Results

1












































Unaudited Consolidated Interim Financial Statements

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2021

2









Promisia Healthcare Limited
(formally Promisia Integrative Limited)




Table of Contents

Consolidated Statement of Comprehensive Income ..................................................................................................... 3
Consolidated Statement of Changes in Equity ............................................................................................................... 4
Consolidated Balance Sheet ........................................................................................................................................... 5
Consolidated Statement of Cash Flows .......................................................................................................................... 6
Notes to the Consolidated Financial Statements ........................................................................................................... 7

3


Promisia Healthcare Limited
Consolidated Statement of Comprehensive Income
For the 6 months ended 30 September 2021


Unaudited Audited Unaudited

6 months
ended
15 months
ended
6 months
ended

30 September
2021
31 March
2021
30 June
2020

Notes $000 $000 $000

Revenue

8,766 6,060 56
Fair value movement of investment properties

- 1,250 -
Total Income

8,766 7,310 56
Administration expenses

(1,147)
(1,739) (707)
Operating expenses

(6,466) (4,555) (45)
Depreciation and amortisation expense

(433) (377) (3)
Finance costs

(837) (894) (34)
Total Expenses

(8,883) (7,565) (788)
Net gain/(loss) before income tax

(117) (255) (732)
Income tax credit

6 281 -
Net gain/( loss) for the period from continuing
operations

(111) 26 (732)

Discontinued operations

Profit/(Loss) for year after tax from discontinued
operations 4 19 30 -

Other comprehensive income

Items that may be later reclassified to profit or loss

Gain / (Loss) on translation of foreign currency

- (7) (2)
Total other comprehensive income

- (7) (2)
Total comprehensive income gain/(loss)

(92) 49 (734)

Earnings Per Share (dollars per share)

Basic & diluted earnings per share from continuing
operations 10 $(0.0005) $0.0004 $(0.03)
Basic & diluted earnings per share from discontinued
operations 10 $0.0001 $0.0004 $0.00








The accompanying notes form part of these financial statements

4


Promisia Healthcare Limited
Consolidated Statement of Changes in Equity
For the 6 months ended 30 September 2021



Issued Foreign Pooling of Accumulated Total

Capital Currency Interests Losses


Reserve Reserve


$000 $000 $000 $000 $000

6 months ended 30 June 2020 (unaudited)

Opening balance 58,526 183 - (60,063) (1,354)
Net loss for period - - - (732) (732)
Other comprehensive income / (loss) - (2) - - (2)
Closing balance at 30 June 2020 58,526 181 - (60,795) (2,088)


15 months ended 31 March 2021 (audited)

Opening balance 58,526 183 - (60,063) (1,354)
Net gain/(loss) for period - - - 56 56
Other comprehensive income / (loss) - (7) - - (7)
Pooling of interest reserve - - (717) - (717)
Share issue (Note 6)

18,869 - - - 18,869
Less share issue costs

(335) - - - (335)
Closing balance at 31 March 2021 77,060 176 (717) (60,007) 16,512


6 months ended 30 September 2021 (unaudited)

Opening balance

77,060 176 (717) (60,007) 16,512
Net gain/(loss) for period - - - (92) (92)
Share issue (Note 6)

235 - - - 239
Less share issue costs

(19) - - - (19)
Closing balance at 30 September 2021 77,276 176 (717) (60,099) 16,636





















The accompanying notes form part of these financial statements

5

Authorised on behalf of the Board
Wellington
25 November 2021
Stephen Underwood
Chairman
Tom Brankin
Director






Promisia Healthcare Limited
Consolidated Balance Sheet
As at 30 September 2021

Unaudited Restated (Note 3)

30 September 2021 31 March 2021

Notes $000 $000

Equity


Share capital 5 77,726 77,060
Accumulated losses

(60,099) (60,007)
Pooling of interest reserve

(717) (717)
Foreign currency translation reserve

176 176
Equity

16,636 16,512


Represented by:


Assets


Cash and cash equivalents

1,192 1,219
Trade and other receivables

1,334 1,765
Prepayments

191 249
Taxation receivable

- -
Related party advances

516 953
Property, plant & equipment 3 3,819 3,756
Right-of-use asset

8,951 9,285
Investment property

40,677 40,677
NZX deposit

20 20
Deferred taxation

302 303
Total assets

57,003 58,227

less


Liabilities


Trade and other payables

3,227 2,837
Taxation payable

197 472
Related party loans 3 - -
Interest bearing loans & borrowings

17,460 17,833
Lease liability

9,702 10,040
Occupancy rights agreements

9,781 10,533
Total liabilities

40,367 41,715
Net assets / (liabilities)

16,636 16,512








The accompanying notes form part of these financial statements

6


Promisia Healthcare Limited
Consolidated Statement of Cash Flows
For the 6 months ended 30 September 2021


Unaudited Audited Unaudited

6 months
ended
15 months
ended
6 months
ended

30 September
2021
31 March
2021
30 June
2020

Notes $000 $000 $000

Operating Activities

Receipts from residents for care fees and services

8,795 4,247 71
Receipts of residents' loans from new sales

3,981 1,590 -
Payments to suppliers and employees

(7,109) (4,314) (296)
Repayments of residents' loans

(4,388) (434) -
Interest paid

(837) (1,009) -
Income tax

(268) 444 -
Net operating cash flows from discontinued operations

19 42 -
Net operating cash flows

193 566 (225)

Investing activities

Acquisition of aged care assets

- (21,586) -
Purchase of property, plant & equipment

(162) (4,852) -
Net investing cash flows

(162) (26,438) -

Financing activities

Drawdown of loans

- 19,000 -
Repayment of related party advance 437 - -
Issue of share capital, net

216 8,665 -
Payments for lease liabilities

(338) (441) -
Repayment of borrowings

(373) (154) 215
Net cash flow from financing activities

(58) 27,070 215

Net increase / (decrease) in cash and cash equivalents

(27) 1,198 (10)

Cash and cash equivalents and beginning of period

1,219 21 21
Cash and cash equivalents at end of period

1,192 1,219 11






The accompanying notes form part of these financial statements

7

Promisia Healthcare Limited
Notes to and forming part of the Consolidated Financial Statements
For the 6 months ending 30 September 2021

1. Statement of compliance

The financial statements presented are those of Promisia Healthcare Limited (the Company) [formally Promisia
Integrative Limited], and its subsidiaries (the Group). Promisia Healthcare Limited is a profit-oriented entity
incorporated in New Zealand. Promisia Healthcare Limited’s principal activities are the ownership and operation of
retirement villages, rest homes, and hospitals for the elderly within New Zealand. The company formally developed
and marketed natural dietary supplements.

Promisia Healthcare Limited is a Financial Markets Conduct Act reporting entity under the Financial Reporting Act
2013 and the Financial Markets Conduct Act 2013.

The Company’s registered office is c/- Lay Associates, 66 High St, Leeston.

These financial statements have been approved for issue by the Board of Directors on 25 November 2021.

The financial statements been prepared in accordance with Generally Accepted Accounting Principles in New
Zealand (NZ GAAP). These are interim financial statements only.

2. Basis of preparation

Accounting policies are selected and applied to ensure the resulting financial information satisfies the concepts of
relevance and reliability, and the substance of the underlying transactions or other events is reported.

The financial statements are for the 6 months ended 30 September 2021.

The comparative figures are for the 15 months ended 31 March 2021 and the 6 months ended 30 June 2020. The
comparative figures to 30 June 2020 have limited relevance as the principal activities of the Group has transitioned
from developing and marketing research based natural dietary supplements, to the ownership and operation of
retirement villages, rest homes, and hospitals for the elderly within New Zealand. The comparative figures to 31
March 2021 include 5 months trading of the aged care facilities that were acquired on 30 October 2020.

The information is presented in New Zealand dollars, the Group’s functional and presentation currency and rounded
to the nearest thousand dollars unless stated otherwise.

There is no seasonality or cyclicality of the operations.

Measurement basis
These consolidated financial statements have been prepared on a historical-cost basis, as modified by the
revaluation of certain assets and liabilities, including investment properties, certain classes of property, plant and
equipment and right of use assets.
Critical judgements in applying accounting policies
In applying the groups accounting policies, management must make judgements, estimates, and assumptions. The
application of NZ IFRS also requires the use of certain critical accounting estimates.

The estimates and associated assumptions are based on historical experience and various other factors that are
reasonable under the circumstances. These estimates and assumptions concern projections of the future and will
seldom equal the related actual results.

8

The estimates and assumptions are reviewed and evaluated continuously. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period.

Significant Accounting Policies
In accordance with NZ IAS 34 (16A) except and unless described below, the same accounting policies and methods of
computation are followed in the interim financial statements as those applied in the Group’s consolidated financial
statements for the 15 months ended 31 March 2021.

3. Restatement to Financial Statements

As part of the commissioning of the Aldwins House facility, Teltower Limited (the landlord and related party) funded
the build of a new kitchen and laundry to the value of $1m. This was initially to be by way of loan however, under
the Deed of Option Purchase Agreement it was agreed that the purchase price would be increased by an amount
equivalent to the cost of building the new kitchen and laundry up to a maximum value of $1m. The Deed of Option
to Purchase Agreement lapsed by mutual agreement on 9 August 2021. Neither the Agreement to Lease nor the
Deed of Option to Purchase Agreement provide repayment provisions for the $1m spent on the laundry/kitchen
redevelopment. The fit out of the new kitchen and laundry are the property of the landlord.

Following the lapse of the Deed of Option to Purchase Agreement, the company commissioned a further legal
review of the contract. Having considered the results of this legal review and the above facts, the Board considers
that the 31 March 2021 Balance Sheet representation of this transaction as a loan does not correctly reflect the
contractual position and accordingly requires restatement. NZ IAS 8 (Accounting policies, changes in accounting
estimates) requires retrospective correction of material prior period errors, except to the extent that it is
impracticable to determine either the period-specific effects or the cumulative effect of the error, and requires
disclosure of prior period errors.

The Board considers that it is appropriate to restate the Balance Sheet as at 31 March 2021. The impact of this
restatement is to reduce property, plant and equipment by $1m and reduce related party loans by $1m. An
adjustment to reduce associated depreciation expense by $0.08m has been recognised in the profit and loss for the
6 months ended 30 September 2021.

Restatements to 31 March 2021 Balance Sheet As Restated
(Note 3)
As previously
reported
31 March 2021 31 March 2021
$000 $000
Property, plant & equipment 3,756 4,756
Related party loans 0 1,000


4. Discontinued operations

The operation of developing and marketing natural dietary supplements ceased effective 19 December 2019. The
net operating profit (loss) after tax of the discontinued operation is reclassified within the statement of
comprehensive income and disclosed separately as are the comparative figures relating to the discontinued
operations.

5. Going concern

The Group has reported a net loss before tax from continuing operations of ($0.117m) for the six months ending 30
September 2021. The three fully operational facilities achieved a net profit before tax of $0.68m for the six months
ending 30 September 2021. However, the Aldwins House facility, which opened in December 2020 made a loss of
($0.83m). Discussions are continuing with the landlord of Aldwins House regarding the option to purchase the
building and/or lease terms.

9

On 31 August 2021, Promisia Healthcare Limited advised that the company had breached the EBITDA / Interest
banking covenant for the quarter ended 30 June 2021. On 28 October 2021, the company also advised that it had
breached the EBITDA / Interest banking covenant for the quarter ended 30 September 2021. The BNZ has advised
that it will not be taking any action at this time in respect of a breach for either the June or September quarters but
does reserve all of its rights with respect to the breaches.

In reviewing the June quarterly covenant reporting a breach of the Total Debt / Total Assets Covenant given by the
company was also discovered. The BNZ has provided a waiver of this covenant for the June quarter and removed
this covenant as an ongoing requirement for the company.

It is the continuing opinion of the board of directors that there are reasonable grounds to believe that its operational
and financial plans in place are achievable, and accordingly the Group is able to continue as a going concern and
meet its debts as and when they fall due. Accordingly, use of the going concern assumption remains appropriate in
these circumstances.

6. Share Capital
The Group’s share capital includes fully paid shares.
Issued and paid capital
There were 21,284,975,154 ordinary shares on issue at 30 September 2021 (15 months to 31 March 21:
21,021,209,451) (6 months to 30 June 2020: 2,151,797,451)
On 1
st
April 2021, 250,000,000 fully paid ordinary shares were issued at a price of $0.001 per share to wholesale
investors.
On 30
th
July 2021, Promisia completed the acquisition of shares held by persons with less than a minimum holding.
The total shares acquired were 51,518,410 at consideration of $95,874.36 of which $4,284.96 was donated to
KidsCan for shareholders who did not advise of a bank account and/or kindly donated their sale proceeds.
On 30
th
July 2021, 50,000,000 new shares were allotted at an issue price of $0.001 per share to wholesale investors.
On 30
th
July 2021, 15,285,000 new shares were allotted at an issue price of $0.002 per share in consideration for
services provided to Promisia.
Following these transactions total shareholder numbers reduced from 1,625 to 562.

Share Capital


6 months ended 15 months ended6 months ended
30 September 202131 March 202130 June 2020
shares 000shares 000 shares 000
Balance at beginning of financial period21,021,209 2,151,797 1,901,797
Shares issued (net)263,766 18,869,411 250,000
Balance at end of financial period21,284,975 21,021,209 2,151,797

10

7. Other financial information


8. Unaudited financial statements
The interim financial statements for the six months to 30 September 2021 have not been audited.

9. Related party transactions




i. Directors Fees are paid monthly to all Directors. On 12
th
August 2021, Duncan Priest resigned as a Director.
At 30 September 2021 no replacement has been appointed.

ii. No balances with related parties were written off or forgiven in the period.


6 months ended 15 months ended6 months ended
30 September 202131 March 202130 June 2020
$000$000$000
Net (Loss) Gain from continuing operations(111) 26 (732)
Included in the loss for the period are the following expenses:
6 months ended 15 months ended6 months ended
30 September 202131 March 202130 June 2020
Legal & Professional Fees190645309
NZX Listing & Regulatory Fees48253107
6 months ended 15 months ended6 months ended
30 September 202131 March 202130 June 2020
Notes$000$000$000
Transactions with related parties
Directors fees paid:T D Brankin25 21 26
S Underwood38 61 -
M D Priest9 21 12
H Down12 20 12
i84 123 50
Payments:
Lease payments to Teltower Ltd488 442 -
Interest paid to Brankin Family Interest Trust- 219 -
Funds advanced to Brankin Familiy Interest Trust- 1,085 -
Purchase of assets from Brankin Family Interest Trust- 31,385 -
Receipts:
Funds advanced by D Priest- 20 20
Funds advanced by Brankin Familiy Interest Trust437 1,000 195
New equity from Brankin Family Interest Trust- 8,000 -
30 September 202131 March 202130 June 2020
$000$000$000
Balances with related parties
Brankin Family Interest Trust - (receivable)(516) (953) -
Related party advance balances outstanding at end of period(516) (953) -

11

10. Earnings Per Share



The calculation of basic earnings per share is based on the loss from continuing operations attributable to ordinary
shareholders and the weighted average of total ordinary shares on issue during the year. The calculation of diluted
earnings per share is the same calculation as basic earnings per share as there were no share options to be
exercised.

11. Contingent liabilities

There are no contingent liabilities at the reporting date. (2021: $nil)

12. Key management personnel

On the 23
rd
August 2021, Chris Brown was appointed as the company’s new Chief Executive Officer. Chris brings a
broad range of experience from several different industries both in New Zealand and overseas. He has a proven
track record of growing businesses. An empathetic, strategic and operational business leader, he brings a strong skill
set to the business as we move through the next phase of our growth.

6 months ended 15 months ended6 months ended
30 September 202131 March 202130 June 2020
$000$000$000
Net Gain/(Loss) from continuing operations(111) 26 (732)
Cents per ShareCents per ShareCents per Share
Basic and diluted earnings per share(0.0005) 0.0004 (0.0377)
Number of
shares
Number of
shares
Number of
shares
000's000's000's
Weighted average number of shares for basic and diluted EPS21,219,568 7,077,555 1,941,523

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



Results for announcement to the market
Name of issuer Promisia Healthcare Limited
Reporting Period 6 months to 30 September 2021
Previous Reporting Period 15 months to 31 March 2021
Currency
Amount (000s) Percentage change
Revenue from continuing
operations
$8,766 44.6%
Total Revenue $8,766 19.9%
Net profit/(loss) from continuing
operations
-$111 -525.6%
Total net profit/(loss) -$92 -286.2%
Interim/Final Dividend
Amount per Quoted Equity
Security
No dividend is proposed
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per Quoted
Equity Security
$0.0008 $0.0008
A brief explanation of any of the
figures above necessary to
enable the figures to be
understood
A revaluation of the investment properties has not been undertaken for
the interim results and as a result revenue from continuing operations
is the same as total revenue for the interim results.
The interim results include 6 months of trading as an aged care
provider. The prior period included 5 months of trading as an aged care
provider.
Authority for this announcement
Name of person

authorised to
make this announcement
Stephen Underwood, Chairman
Contact person for this
announcement
Chris Brown, Chief Executive Officer
Contact phone number 021379153
Contact email address chris.brown@promisia.co.nz
Date of release through MAP

29/11/2021

Unaudited financial statements accompany this announcement.

---

Market Announcement
29 November 2021
PROMISIA HEALTHCARE INTERIM RESULTS
For the six months ended 30 September 2021
Aged care provider, Promisia Healthcare Limited (NZX: PHL) has reported its unaudited results for
the six months to 30 September 2021.
The company commenced operation as an aged care business in October 2020. The prior
comparative period of the 15 months to 31 March 2021 reflects 5 months of trading as an aged care
provider. The 6 months to 30 June 2020 reflects discontinued operations only.
Promisia has a diversified growth strategy focused on facility development, broadening its revenue
mix and acquisition of further aged care and retirement village facilities, particularly in provincial
areas.
The company currently has a portfolio of four aged care facilities (three owned and one leased),
focused on rest home and hospital services, including high needs and specialised aged care. During
the recent COVID lockdowns and restrictions, the priority has been on delivering quality care and
ensuring the safety of residents, particularly given the higher care needs of many residents. All on-
site staff are fully vaccinated and robust health and safety protocols are in place.
During the six month period, the company’s leadership team was strengthened with the
appointment of Chris Brown as CEO from 23 August 2021 and Angie Mehlhopt as the group’s
Financial Accountant in July 2021. The new executive team is focused on integrating and establishing
systems across the group and executing Promisia’s growth strategy.
Good progress has been made on the development at Ranfurly Manor in Fielding which comprises
32 villas and 10 care suites. The care suites are due to be completed in the next two weeks and sales
and marketing of these suites is now underway. Eight villas have been sold. The first four villas are
expected to be ready for occupancy at the end of January 2022, a further four villas are currently
under construction with another four about to commence.
Construction is being carried out at no capital cost to PHL, with the purchase price to be paid to the
developer (Colspec) from proceeds of the initial sale of an ORA for each new villa or care suite.
Rooms are also being opened progressively at Promisia’s newest facility, Aldwins House in
Christchurch, as demand grows which is currently at a slower rate than anticipated. New
management and clinical teams have been put in place and a range of opportunities are being
investigated to grow demand and minimise outgoings. Discussions with the landlord to acquire the
building are ongoing. Occupancy levels at Promisia’s other facilities remain strong.
CEO of Promisia, Chris Brown, said: “The team has done an outstanding job during yet another
challenging period, as we focused on keeping our residents well cared for and safe during the latest
COVID restrictions. Our immediate focus is on growing occupancy and revenue at our existing
facilities, particularly Aldwins House, and building our systems infrastructure to support growth. The

development at Ranfurly Manor is progressing well and we are looking forward to welcoming new
residents into these care suites and villas in the next few months.”
Chair of Promisia, Stephen Underwood, said: “It is a year since the successful acquisition of the aged
care business. This acquisition has enabled us breathe new life into Promisia and provide a good
platform for growth.
The aged care sector is projected to grow strongly over the next ten years, particularly for higher
needs and specialised care. Provincial communities are often under-resourced in terms of aged care.
Promisia is a valued part of the communities where it is located and provincial New Zealand will
remain a focus for us. Acquisitions continue to be considered based on quality, geographic and
cultural fit, demand for services, growth potential and contribution to profitability. We are pleased
to have a new leadership team in place and we are building our business to capitalise on long term
demand.”
Financial Performance
Revenue for the six months was $8.8m and is expected to grow as occupancy levels (particularly at
Aldwins House) and ORA sales increase. The company reported a net loss from continuing
operations of $111,000, with a total loss from continuing and discontinuing operations of $92,000.
As at 30 September 2021, total assets were $57.0m, net debt was $17.5m and the company had
cash and cash equivalents of $1.2m.
As disclosed previously, during the period Promisia concluded a constructive dialogue with its
banking partner, BNZ, regarding its banking covenants. The BNZ advised that no actions would be
taken in respect of the EBITDA / Interest covenant breaches in the June and September 2021
quarters (although BNZ reserves all of its rights with respect to the breaches); and has provided a
waiver and removed the Total Debt / Total Assets covenant as an ongoing requirement.
ENDS
For more information, please contact:
Chris Brown, CEO on +64 21 379 153 or email chris.brown@promisia.co.nz
For media assistance, please contact: Jackie Ellis on +64 27 246 2505 or email
jackie@ellisandco.co.nz.
About Promisia Healthcare
Promisia operates four aged care facilities, specialising in high needs and specialised aged care
(being rest home, hospital and dementia care). It also offers independent living in retirement villas
and care suites. Promisia’s facilities are located in well-established and well serviced towns with
strong communities and close to main centres. The company has a diversified growth strategy that
includes growing its portfolio, developing existing facilities and extending its revenue mix.
Promisia is listed on the NZX (NZX: PHL). www.promisia.co.nz