Care Suite premiumisation delivers results
MEDIA RELEASE
23 November 2022
CARE SUITE PREMIUMISATION DELIVERS RESULTS
Oceania today announced unaudited Underlying Earnings before interest, tax, depreciation and
amortisation (u/EBITDA) of $38.7m for the six month period ended 30 September 2022, a $2.2m or 6%
increase on the six months ended 30 September 2021.
Highlights
• Total assets increased to $2.5bn representing 12% growth since 31 March 2022. The increase
includes the addition of the Remuera Rise and Bream Bay acquisitions for $57.0m which were
completed on 1 July 2022.
• Realised gains from new sales and resales up 12% compared with the prior corresponding
period, with strong development and resale margin performance.
• Enhancements to our bank debt facilities agreement, with an increased facility size from $350m
to $500m, an extension of maturity date to FY2028, as well as the inclusion of sustainability
linked targets.
• 127 care suites delivered at Lady Allum in Auckland and Woodlands in Motueka.
• 519 units and care suites currently under construction in Auckland, Hamilton, Tauranga,
Blenheim and Christchurch.
• Interim dividend of 1.9 cents per share (not imputed) announced. This will have a record date
of 30 November 2022 and will be paid on 14 December 2022. The Dividend Reinvestment
Plan will apply to this dividend at a discount of 2.0% to the volume weighted average price of
shares sold on the NZX Main Board over a period of five trading days starting on 29 November
2022.
30 September 2022 unaudited non-GAAP trading measures 6 months vs 6 months
$m’s
6 months to
Sept
6 months
to Sept
Growth
2022 2021 $m %
Underlying EBITDA 38.7 36.5 2.2 6.0%
Underlying NPAT
1
27.8 27.5 0.3 1.1%
Sales Volume 226 230 (4) (1.7%)
Occupancy % 91.0% 92.5%
(1.6%)
30 September 2022 audited GAAP statutory measures 6 months vs 6 months
$m’s
6 months to
Sept
6 months
to Sept
Growth
2022 2021 $m %
Operating Revenue 122.1 113.9 8.2 7.2%
Reported NPAT 11.2 36.9 (25.7) (69.6%)
Operating Cashflow 31.4 52.5 (21.1) (40.2%)
Total Assets
(comparative 31 March
2022)
2,450.8 2,197.7 253.1 11.5%
Dividend (cents per
share)
1.9 2.1
1
Underlying NPAT is a non-GAAP (unaudited) financial measure and differs from Reported NPAT by replacing the unrealised
fair value adjustment in property values with the Board’s estimate of realised components of movements in investment
property value and to eliminate other unrealised, deferred tax and one-off items. A reconciliation is included within the
Interim Report and the Investor Presentation.
MEDIA RELEASE
23 November 2022
Oceania has delivered 6% growth in Underlying EBITDA for the six month period to 30 September 2022,
which has been underpinned by growth in premium revenues from increased DMF capture in Oceania’s
expanding portfolio.
Total sales volumes in the period were in line with the prior corresponding period, while development
and resale margins both increased, demonstrating Oceania’s ability to maintain pricing despite
residential housing market conditions. Oceania CEO Brent Pattison advised that “We have achieved a
good level of resales and strong resale margins during the period, with 165 resales of independent
living unit and care suites in the six months to 30 September 2022.”
Oceania is taking a disciplined approach to the allocation of capital in its business. With Oceania’s
brownfield development pipeline well established, Oceania is now turning its focus to greenfield
development opportunities. Mr Pattison noted that “Oceania is continuing to pursue opportunities to
acquire additional development land in targeted growth locations around New Zealand and has strong
balance sheet capacity to support this growth.”
In June 2022, Oceania announced a Sustainability Linked Loan that links the $500m five year banking
facilities to achieving ambitious environmental and social goals. Oceania CFO, Kathryn Waugh, added
“By starting to link its borrowings to its sustainability vision, Oceania is committed to driving its
performance even further and with greater ambition.”
Oceania completed the acquisition of Remuera Rise (Auckland) and Bream Bay (Ruakaka) Villages on
1 July 2022. These sites currently comprise 83 villas, 58 apartments and 12 premium hospital beds as
well as an option to acquire 6.7 hectares of development land at Bream Bay. These acquisitions were
funded by the increased bank facilities agreement and contributed to the 12% growth in total assets
since 31 March 2022.
Oceania currently has 519 units and care suites under construction at ten sites across New Zealand.
In the six month period to 30 September 2022, 127 care suites were delivered at Lady Allum (Milford,
Auckland) and Woodlands (Motueka, Tasman). Mr Pattison said “It is pleasing to see a broader
acceptance of our care suite model by families looking for premium care options for their loved ones.
We are now starting to observe a level of presales for our new care suite developments, including at
Lady Allum which opened recently.”
Oceania Chair Liz Coutts advises the Board declared an interim dividend of 1.9 cents per share (not
imputed). The record date for the dividend is 30 November 2022 and the dividend will be paid on 14
December 2022. The Dividend Reinvestment Plan will apply to the dividend payable on 14 December
2022 at a discount of 2.0% to the volume weighted average price of shares sold on the NZX Main Board
over a period of five trading days starting on 29 November 2022.
ENDS
For all enquiries, please email investor@oceaniahealthcare.co.nz or phone 0800 333 688.
---
INTERIM REPORT 2023
Better
experiences
come from
within.
Our ambition at Oceania is to change the preconceived idea of
getting ‘old’. We’re reimagining retirement living and aged care
for the better through our human centred approach, designing
spaces and experiences with residents at the heart – driven by
a desire to do better for our residents, our team and our investors.
This desire is personal.
A committed desire from within our business for a better
resident experience.
Kiwis have a desire for better.
It’s in our DNA.
At a glance 02
Trading highlights 04
Chair and CEO report 06
Sustainability 14
Three year summary 16
Financial statements 17
CONTENTS
The belief in better.
2,900
2,624
4,100
1,766
Staff
Care beds and care suites
Residents
Units
AT A GLANCE
In our quest to reimagine the aged care and retirement
living experience we constantly challenge ourselves
to deliver better. Our future development delivery is
underpinned by our current development pipeline of 1,836
new residences of which 83% is already consented.
OCEANIA
2
INTERIM REPORT 202fi
Better experiences
As at 30 September 2022
Total sites
48
Undeveloped sites
1
Existing sites
with future
developments
21
(current and planned)
Existing sites
with mature
operations
26
3
come from within.
AT A GLANCE
A better experience
is the bottom line.
TRADING HIGHLIGHTS six months to 30 September 2022
Operating Cash Flow
six months to 30 September 2022
Reported Total
Comprehensive Income
six months to 30 September 2022
compared to six months
to 30 September 2021 reported total
comprehensive income of $62.7m
compared to six months
to 30 September 2021 reported
operating cash flow of $52.5m
$
31.4m
$
2 7. 3 m
Underlying Earnings Before
Interest, Tax, Depreciation
and Amortisation
six months to 30 September 2022
Total assets
as at 30 September 2022
$
2.5bn
$
38.7m
ahead of six months to
30 September 2021 proforma
underlying earnings before
interest, tax, depreciation
and amortisation of $36.5m
6.0%
higher than 31 March 2022
total assets of $2.2bn
11.5%
Financial six month period to 30 September 2022
OCEANIA
4
INTERIM REPORT 202fi
Better experiences
Operational six month period to 30 September 2022
New unitsResale units
2852
226
compared to six months to
30 September 2021 reported
total sales of 230
Total sales
Developments six month period to 30 September 2022
New care
suites
Resale care
suites
33113
Units + care suites
246
New consents
secured
Resource consents
received during
the six months to
30 September 2022:
–Franklin (Auckland)
Units + care suites
519
Under
construction
Units and care suites
under construction as
at 30 September 2022:
–The Helier
(St Heliers, Auckland)
–Redwood (Blenheim)
–The Bellevue Stage 2
(Christchurch)
–Elmwood Stage 1
(Manurewa, Auckland)
–Woodlands (Motueka)
–The BayView Stage 3
(Tauranga)
– Awatere Stage 3
(Hamilton)
– St Johns Wood (Taupō)
– Waterford (Hobsonville
Point, Auckland)
– Stoke (Nelson)
Care suites
Completed
127
Care suites completed
in the six months to
30 September 2022:
–Lady Allum
(Milford, Auckland)
–Woodlands (Motueka)
Units + care suites
Further expected
to complete
in FY2023
156
Further units and care
suites expected to
complete in FY2023:
–The Helier
(St Heliers, Auckland)
–The Bellevue Stage 2
(Christchurch)
–St Johns Wood (Taupō)
– Stoke (Nelson)
5
come from within.
TRADING HIGHLIGHTS
CHAIR AND CEO LETTER
It has been a busy six month period for
Oceania in continuing to execute its strategy,
and the solid financial performance of the
business in the period has been underpinned
by the ongoing success of its care suite model.
We have observed strong resale volumes of
both independent living villas and apartments,
as well as care suites, throughout the period.
Sales activity has been complemented by the
delivery of our development pipeline, with key
projects progressing well.
The key highlights for the first half of FY2023
have included:
• Unaudited underlying EBITDA of $38.7m, a 6%
increase ($2.2m) compared to the six month
period ended 30 September 2021.
• Realised gains from new sales and resales up
12% compared with the prior corresponding
period, with strong development and resale
margin performance (for both independent living
apartments and villas, as well as care suites).
We are pleased to present our
Interim Report for the six month
period to 30 September 2022.
Elizabeth Coutts
Brent Pattison
Delivering on
our brand promise.
Better experiences
OCEANIA
6
INTERIM REPORT 2023
• Enhancements to our bank debt
facilities agreement, with an increased
facility size from $350m to $500m,
an extension of maturity date to 2027,
as well as the inclusion of sustainability
linked targets.
• Completion of the new care centre,
comprising 113 care suites, at Lady
Allum (Milford, Auckland), as well
as 14 new care suites at Woodlands
(Motueka).
• Interim dividend of 1.9 cents per share
(not imputed) announced. This will
have a record date of 30 November
2022 and will be paid on 14 December
2022. The Dividend Reinvestment Plan
will apply to this dividend.
Financial Performance
Oceania’s total assets are now $2.5b,
representing 12% growth since 31 March
2022. The increase includes the addition
of the Remuera Rise and Bream Bay
acquisitions of $57.0m which were
completed on 1 July 2022.
As at 30 September 2022, Oceania
had current drawn debt and bonds of
$503.2m and $5.8m of cash, representing
$227.6m of undrawn net debt headroom.
The increased facilities will be used to
accelerate Oceania’s development pipeline
and are critical to Oceania’s growth
strategy moving forward.
Oceania’s unaudited underlying EBITDA
was $38.7m for the six month period ended
30 September 2022, representing a $2.2m
or 6% increase on the six month period
ended 30 September 2021. This result
was primarily due to continued growth in
deferred management fees, strong resales
achieved and the increased premium
revenue capture as Oceania embeds its
care premiumisation strategy.
For the six months ended 30 September
2022, operating cashflow was $31.4m,
compared to $52.5m for the six month
period ended 30 September 2021.
This reflects an investment in future
growth through the buy back of units at
development sites and slower initial new
sales at Awatere (Hamilton).
The Directors have declared an interim
dividend of 1.9 cents per shares (not
imputed). The record date for entitlement
is 30 November 2022 and the dividend
will be paid on 14 December 2022. The
dividend reinvestment plan for our New
Zealand and Australian shareholders
will apply to this dividend payment at a
discount of 2.0% to the volume weighted
average price of shares sold on the NZX
Main Board over a period of five trading
days starting on 29 November 2022.
Market Conditions
Oceania has demonstrated resilience
against the backdrop of challenging
market conditions throughout the period.
Despite well publicised nursing and other
labour shortages, Oceania has continued
to deliver on its promise to provide high
quality care to its residents. However,
these workforce shortages have had an
unfavourable impact on occupancy in the
Care business, which has seen occupancy
levels return to pre-COVID levels.
come from within.
CHAIR AND CEO’S REPORT
7
Oceania’s construction activities have
remained relatively unaffected by
external market factors to date and we
have continued to make steady progress
with our development projects. Although
we experienced some construction
delays as a result of Omicron and supply
chain disruptions during the period, our
development programme is now largely on
track. Our development team is working
closely with construction partners and
is monitoring suppliers to ensure the
availability of materials in order to meet
the development programme.
We have achieved a good level of resales
during the period despite operating in a
softening housing market. The timing of
sales of independent living apartments
and villas has been impacted by conditions
in the broader residential property market
and we are starting to see an increase
in the median days to sell these units.
However, the price of retirement village
units in the sector, including at Oceania’s
villages, has historically been well below
the median house price in the surrounding
catchment areas. As a result of this buffer,
Oceania has either maintained or increased
pricing for its independent living villas and
apartments over the last six months.
Strategy
Oceania’s strategy is to achieve
sustainable performance by delivering
on its four strategic pillars – offer, resident
experience, people capability and growth
– underpinned by technology, innovation
and its sustainability framework.
Oceania’s care suite model is a proof
point of its strategy and provides a
pathway to the development of Oceania’s
private paying model of care. Just as
Oceania innovated with the development
of its care suite product in 2008-2010,
Oceania is once again innovating with the
development of a private model of care at
some of its premium sites. The introduction
of this private care model will enable
Oceania to deliver bespoke services to its
care residents depending on their specific
needs and desires, with additional staffing
and a choice of services provided. These
sites are then free to operate outside the
restrictions of the current Government
funding model, which will in turn enable
a portion of Oceania’s portfolio to have
less reliance on Government funding for
its ongoing operations.
Oceania is taking a disciplined approach
to the allocation of capital in its business.
With Oceania’s brownfields development
pipeline well established, Oceania is now
turning its focus to greenfield development
opportunities. Planning is well underway
for Franklin, which represents the first
move towards a fully integrated greenfield
development for Oceania, offering a full
continuum of care in one of the fastest
growing secondary urban areas in
New Zealand.
Better experiences
OCEANIA
8
INTERIM REPORT 2023
In order to execute its greenfield
development strategy, Oceania is
continuing to pursue opportunities to
acquire additional development land
in targeted growth locations around
New Zealand. Oceania continues to
have strong balance sheet capacity to
support this acquisition strategy and
our disciplined approach to growth.
Oceania is continuing to review
its current portfolio of sites and its
development pipeline to ensure optimal
capital allocation and the recycling of
cash within the business, with a particular
emphasis on considering the future of
those sites that no longer fit Oceania’s
strategy or meet the required return
thresholds. An update will be provided
to the market on exiting such sites in
due course.
Sales
Total sales volumes of 226 for the period
pleasingly included strong capital gains
for resale independent living units in the
six months to 30 September 2022 as many
of these units were previously occupied by
residents who have enjoyed living in our
villages for more than ten years. One of the
highlights of the period has been resale unit
volumes, with 165 resale independent living
unit and care suite sales in the six months
to 30 September 2022, compared to 129
resale independent living unit and care suite
sales in the six months to 30 September
2021. This represents a 28% increase, which
is a pleasing achievement.
come from within.
CHAIR AND CEO’S REPORT
9
The Stage Two Awatere apartment
development in Hamilton that was
completed in March 2022 was an
innovation to deliver higher density
apartment living to the central Hamilton
market. Our initial new sales capture
for this stage of the development,
comprising 63 apartments, has been
below expectations. We are now seeing
an increase in enquiries for new apartments
and care suites at a number of sites around
New Zealand.
It has been pleasing to see a broader
acceptance of our care suite model by
families looking for premium care options
for their loved ones. Residents and their
families appreciate the financial certainty
that a care suite offers relative to other
forms of premium aged residential care
accommodation, and we are now starting
to observe a level of presales for our new
care suite developments, including at
Lady Allum (Milford, Auckland) which
opened recently.
The development of our flagship village,
The Helier, in St Heliers, Auckland is
progressing well, with completion of the first
apartments expected by 31 March 2023.
Positioned as a “New Era in Luxury Living”,
The Helier comprises 79 independent living
apartments and 32 care residences. We
have observed high levels of enquiry for The
Helier and have started taking applications
for independent living apartment residents
to move in next year.
Developments
As noted above, our development activities
have progressed well during the period.
In the six month period to 30 September
2022, we delivered 127 care suites at
Lady Allum (Milford, Auckland) and
Woodlands (Motueka).
There are 519 units and care suites currently
under construction in Auckland, Hamilton,
Tauranga, Blenheim and Christchurch and
we are on track to deliver between 280 and
300 units and care suites in FY2023 across
six sites nationwide.
Lady Allum (Milford, Auckland)
Better experiences
OCEANIA
10
INTERIM REPORT 2023
Looking further ahead, the total
development pipeline comprises 1,836 units
and care suites, with 83% of this pipeline
already consented.
Many of Oceania’s current development
projects are brownfield development
projects, with 46 independent living
apartments at The Bellevue (Christchurch)
expected to be complete by the end of
the financial year, with the care centre
development at Redwood (Blenheim) to
follow shortly after. We are also in the early
stages of brownfield development projects
at Elmwood (Manurewa, Auckland – 106
care suites), Awatere (Hamilton – 74 new
apartments) and The BayView (Tauranga –
28 further new apartments).
Oceania has made two acquisitions
and recently embarked on a greenfield
development strategy, with four large scale
development opportunities in progress at
these sites. The first example of this, being
the development of 50 new apartments at
Waterford (Hobsonville Point, Auckland),
is now underway and is expected to be
completed in mid-2024.
Oceania was delighted to receive a Merit
Award at the Property Council of New
Zealand Awards in August 2022 for its
development at The BayView Stage Two.
This development was entered into the
Multi-Unit Residential Property Award
category which included a range of
traditional residential apartment buildings
as well as some other retirement village
projects. This was the first time that
Oceania has submitted a nomination for
these Awards, so it was extremely pleasing
to receive this Merit Award for The BayView
Stage Two.
Sustainability
Oceania is collaborating with the wider
retirement village and aged care industry
to build momentum on sustainability.
A Retirement Villages Association
Sustainability Committee has been
established with representation from
a range of retirement village operators,
including Oceania, to tackle common
challenges such as waste minimisation
and diversion.
come from within.
CHAIR AND CEO’S REPORT
11
We are also implementing our roadmap in
preparation for our climate risk disclosure
obligations under the External Reporting
Board requirements. Our people are
participating in the Technical Working
Group for property and construction,
coordinated by the New Zealand Green
Building Council, to develop climate risk
scenarios for the property and construction
sector. These scenarios will assist Oceania
with its disclosures.
In June 2022, Oceania announced that
it had entered into a sustainability linked
loan with its banking partners. The loan
was structured to align with the latest
global sustainability principles and is
underpinned by Oceania’s sustainable
finance framework. By starting to
link its borrowings to its sustainability
vision, Oceania is committed to driving
its performance even further and with
greater ambition.
Oceania was pleased to be a finalist
for the Retirement Villages Association’s
Resident-Led Sustainability Award this
year. The residents at Meadowbank
Village (Auckland) worked with our team
to join the “Love New Zealand Soft Plastic
Recycling Scheme” that is run by the
Packaging Forum. Soft plastics from the
village were sent to Future Post, where it
was turned into fence posts for farming
and horticultural products. The residents’
efforts are now coming full circle and
Future Post has supplied two new garden
beds at Meadowbank Village made from
the recycled soft plastics. It is great
to see initiatives like this developed by
our residents.
People
We welcomed Anita Hawthorne to the
Executive Team in July 2022 as Group
General Manager Sales & Service. Anita
brings more than 20 years of proven senior
leader experience in customer innovation,
customer experience and operational
excellence from Air New Zealand.
Oceania is a people centred business,
with over 2,900 staff and 4,100 residents.
Oceania’s future success is dependent on
our fantastic team out at sites delivering
outstanding resident experience every
day. With the ongoing challenges in
the employment market, we continue to
remain focused on ensuring that Oceania
attracts the right people and then retains
these people.
The employee share scheme was
offered again to our people in September
2022. This scheme gives our people the
opportunity to own a stake in Oceania and
to share in our growth. Permanent staff are
invited to participate in the scheme and
receive an allocation of $800 per annum
(for full-time employees) and $400 per
annum (for part-time employees) of
Oceania shares. There was a 75% uptake
of new staff in this year’s offer. We also saw
the vesting of shares in September 2022
for those employees who joined the first
scheme in 2019, and are delighted that we
can recognise our people in this way for the
crucial part they play in Oceania’s success.
Better experiences
OCEANIA
12
INTERIM REPORT 2023
Brent Pattison
Chief Executive Officer
Elizabeth Coutts
Chair
Looking ahead
Once again, we would like to thank our
Directors for their contribution and our staff
for their ongoing work in providing excellent
services and care to our residents over
the last six months. We remain focused on
delivering on our brand promise to Believe
in Better and reimagine the retirement and
aged care living sector in New Zealand.
come from within.
CHAIR AND CEO’S REPORT
13
Our Sustainability Linked Loan Key Performance Indicators
1. Greenhouse gas emissions: Oceania will reduce its greenhouse gas emissions in
line with targets approved by the international Science Based Targets initiative and
develop an emission reduction plan to meet the annual reduction targets.
2. Construction waste: Oceania will increase its diversion rate of construction waste
away from landfill. This will become increasingly important as Oceania increases its
build pipeline.
3. Care resident wellbeing: Oceania will work to improve the experience and
wellbeing of residents through excellent quality of care, and resident engagement.
Sustainability
Sustainability underpins
Oceania’s strategic pillars,
and we are currently
refreshing our sustainability
framework as we work to
embed sustainability across
our organisation.
Governance
We have established a sustainability
committee with our CEO, CFO and other
members of the Executive Team and Head
of Sustainability, to oversee delivery of our
sustainability aspirations.
A new Board Sustainability sub-Committee
has also been established and now meets
quarterly throughout the year.
Sustainable Finance
During the first half of the year, we agreed
our first Sustainability Linked Loan and set
out our Sustainable Finance Framework. Our
Sustainability Linked Loan links our $500m
five year debt facility to achieving ambitious
environmental and social goals.
The funding will go towards delivering
Oceania’s business growth strategy,
enabling Oceania to accelerate its
development pipeline and grow the business
through organic and inorganic opportunities,
at the same time as enhancing the resident
experience and building people capability.
The five year loan commits Oceania to certain
year on year targets to qualify for the loan
interest discount, and penalty interest can be
incurred if targets are not met.
OCEANIA
14
INTERIM REPORT 2023
Better experiences
SUSTAINABILITY
Climate Risk Disclosures
We continue to implement our Taskforce
on Climate-related Financial Disclosures
(TCFD) Roadmap in preparation for our
climate risk disclosure requirements in
future financial years. We have worked with
the Retirement Village Association (RVA) to
respond to the XRB’s climate related disclosure
standards consultation.
Oceania has also come together with other
professionals to form a Technical Working
Group, facilitated by the NZ Green Building
Council, to develop climate related scenarios
for the property and construction sector.
In our 31 March 2023 Annual Report we will
provide further information on our TCFD
Roadmap implementation across the four
themes of governance, risk management,
strategy and metrics and targets.
Oceania has been measuring and managing
its emissions (scope 1, 2 and some limited
scope 3 emissions) for a number of years
and set a target to reduce emissions
intensity by 12% by 2025, below a 2019 base
year. We are pleased to report that we are
currently on track to exceed this target. We
are currently working on re-baselining our
emissions in preparation for setting a science
based target and assessing all our material
scope 3 emissions.
Our Meadowbank village residents were recognised for their sustainability efforts
as a finalist in the 2022 Retirement Village Association sustainability awards – resident
led category.
Ross and Judi.
15
come from within.
1616
Better experiences
OCEANIA
16
INTERIM REPORT 2023
THREE YEAR SUMMARY
For the six months ended 30 September 2022
Financial Metrics
$NZm
Unaudited
Sept 2022
Unaudited
Sept 2021
Unaudited
Nov 2020
5
Underlying Net Profit After Tax
1, 2, 3, 4
27.827.526.9
Underlying EBITDA
1, 3, 4
38.736.535.3
Profit for the Period
4
11.236.924.8
Total Comprehensive Income
27.362.757.0
Total Assets
4
2,450.82,064.31,672.2
Operating Cash Flow
4
31.452.574.5
Operating Metrics
$NZm
Unaudited
Sept 2022
Unaudited
Sept 2021
Unaudited
Nov 2020
5
Units
1,7661,5091,310
Care Suites
972849772
Care Beds
1,6521,8031,830
Total
4,3904,1613,912
New Sales
61101145
Resales
165129123
Total
226230268
Occupancy
91.0%92.5%92.1%
1
This is a non-GAAP measure, refer to note 2.1 in the consolidated interim financial statements for
further details.
2
Underlying Net Profit after Tax has been restated in the November 2020 comparative period to exclude
depreciation in respect of care suites in line with the current period.
3
On 21 April 2020 the Group claimed, and received payment of, a COVID-19 wage subsidy totalling
$1.8m. This amount has subsequently been repaid in full on 18 May 2021 and as a result has been
excluded from the table above. This proforma adjustment increases underlying EBITDA and underlying
earnings in relation to the 6 month period to 30 September 2021 by $1.8m. The period being the six
months to 30 November 2020 is not impacted by this proforma adjustment.
4
The November 2020 comparative period includes an adjustment for the impact in change in accounting
policy in regards to the accounting for Software as a Service arrangements. Refer to note 1.2 of the
September 2021 report. The September 2021 comparative period includes an adjustment to the gain on
purchase of business assets. Refer to note 1.3(ii).
5
The Group had a change of balance date on 31 March 2021 and therefore this comparative period
represents the six months from 1 June to 30 November 2020.
Consolidated
Interim Financial
Statements
For the six months ended 30 September 2022
Consolidated Statement of Comprehensive Income 18
Consolidated Balance Sheet 20
Consolidated Statement of Changes in Equity 21
Consolidated Cash Flow Statement 22
Notes to the Consolidated Interim Financial Statements 25
Independent Auditor’s Review Report 70
come from within.
17
18
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 September 2022
$NZ000’s Notes
Unaudited
Six months
Sept 2022
Unaudited
Six months
Sept 2021
Revenue
122,117113,935
Change in fair value of investment property
3.1
21,32831,299
Change in fair value of right of use investment property
3.5
-986
Gain on purchase of business assets
1.3
54310,358
1
Other income
1,4671,223
Total income
145,455157,801
1
Employee benefits and other staff costs
2
80,79977,002
Depreciation (buildings and care suites)
3.2, 3.55,8216,337
Depreciation and amortisation (chattels, leasehold
improvements and software)
3.2, 3.53,5003,529
Impairment of property, plant and equipment and right
of use asset
3.2, 3.52,636193
Impairment of held for sale assets
3.32,545-
Impairment of right of use investment property
3.51,431-
Impairment of goodwill
705338
Rental expenditure in relation to right of use
investment property
3.5-1,928
Finance costs
6,3314,121
Other expenses
3
33,05929,077
Total expenses
136,827122,525
Profit before income tax
8,62835,276
1
Income tax benefit
5.1
2,5701,664
1
Profit for the period
11,19836,940
1
Comparatives include an adjustment to the gain on acquisition of business assets. Refer to note 1.3(ii).
2
Included in other staff costs for the six months to 30 September 2021 is a payment of $1.8m in respect
of the COVID-19 wage subsidy.
3
Included in other expenses for the six months to 30 September 2022 is an expense of $1.1m
(30 September 2021: $0.4m credit) in respect of the movement in residents' share of resale gains.
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INTERIM REPORT 2023
19
$NZ000’s Notes
Unaudited
Six months
Sept 2022
Unaudited
Six months
Sept 2021
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
3.2,5.114,15622,488
(Loss) / gain on revaluation of right of use assets for the
period, net of tax
3.5,5.1(54)119
14,10222,607
Items that may be subsequently reclassified to profit or loss
Gain on cash flow hedges, net of tax
1,9613,108
Other comprehensive income for the period, net of tax
16,06325,715
Total comprehensive income for the period attributable
to shareholders of the parent
27,26162,655
Basic earnings per share (cents per share)
4.2
1.65.3
Diluted earnings per share (cents per share)
4.2
1.65.3
The above Consolidated Statement of Comprehensive Income should be read in conjunction
with the accompanying notes.
come from within.
19
20
CONSOLIDATED BALANCE SHEET
As at 30 September 2022
$NZ000’s Notes
Unaudited
Sept 2022
Audited
Mar 2022
Assets
Cash and cash equivalents
5,8309,745
Trade and other receivables
86,95769,136
Derivative financial instruments
6,6623,922
Assets held for sale
3.3
64,784-
Investment property
3.1
1,542,4031,378,552
Property, plant and equipment
3.2
696,327686,592
Right of use assets
3.5
39,33941,139
Intangible assets
8,5318,603
Total assets
2,450,8332,197,689
Liabilities
Trade and other payables
45,65840,980
Deferred management fee
3.4
47,17142,067
Refundable occupation right agreements
3.4
870,476775,765
Refundable occupation right agreements held for sale
3.4
15,548-
Lease liabilities
3.5
9,3819,894
Borrowings
4.3
498,543380,140
Deferred tax liabilities
5.1
--
Total liabilities
1,486,7771,248,846
Net assets
964,056948,843
Equity
Contributed equity
4.1
709,068705,291
Retained deficit
(59,362)(54,735)
Reserves
314,350298,287
Total equity
964,056948,843
The above Consolidated Balance Sheet should be read in conjunction with the
accompanying notes.
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INTERIM REPORT 2023
21
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 September 2022
$NZ000’s Notes
Contributed
equity
Retained
deficit
Asset
revaluation
reserve
Cash flow
hedge
reserve
Total
equity
Balance as at 1 April 2021 (audited)
675,625(86,983)248,849(3,866)833,625
Profit for the period
1
-36,940--36,940
Other comprehensive income
Revaluation of cash flow hedge
net of tax
---3,1083,108
Revaluation of assets
net of tax
3.2, 5.1--22,488-22,488
Revaluation of right of use assets net
of tax
3.5, 5.1--119-119
Total comprehensive income
-36,94022,6073,10862,655
Transactions with owners
Dividends paid
4.1-(14,730)--(14,730)
Share issue
4.120,000---20,000
Directly attributable transaction costs
deducted from equity
4.1(475)---(475)
Share issue: dividend reinvestment
scheme
4.15,567---5,567
Employee share scheme
4.1-278--278
Total transactions
with owners
25,092(14,452)--10,640
Balance as at 30 September 2021
(unaudited)
700,717(64,495)271,456(758)906,920
Balance as at 1 April 2022 (audited)
705,291(54,735)295,4372,850948,843
Profit for the period
-11,198--11,198
Other comprehensive income
Revaluation of cash flow hedge
net of tax
---1,9611,961
Revaluation of assets
net of tax
3.2, 5.1--14,156-14,156
Revaluation of right of use assets net
of tax
3.5, 5.1--(54)-(54)
Total comprehensive income
-11,19814,1021,96127,261
Transactions with owners
Dividends paid
4.1-(16,320)--(16,320)
Share issue: dividend reinvestment
scheme
4.13,777---3,777
Employee share scheme
4.1-495--495
Total transactions
with owners
3,777(15,825)--(12,048)
Balance as at 30 September 2022
(unaudited)
709,068(59,362)309,5394,811964,056
The above Consolidated Statement of Changes in Equity should be read in conjunction
with the accompanying notes.
1
Comparatives include an adjustment to the gain on acquisition of business assets. Refer to note 1.3(ii).
come from within.
21
22
CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 30 September 2022
$NZ000’s Notes
Unaudited
Six months
Sept 2022
Unaudited
Six months
Sept 2021
Cash flows from operating activities
Receipts from residents for village and care fees
90,88697,043
Payments to suppliers and employees
(110,304)(108,308)
Rental payments in relation to right of use
investment property
-(1,928)
Receipts from new occupation right agreements
100,407109,323
Payments for outgoing occupation right agreements
(41,472)(35,664)
Net goods and services tax paid
(1,894)(4,750)
Interest received
36021
Interest paid
(6,258)(2,986)
Interest paid in relation to right of use assets
(335)(301)
Net cash inflow from operating activities
31,39052,450
Cash flows from investing activities
Payments for property, plant and equipment and
intangible assets
(35,845)(25,238)
Payments for investment property and investment
property under development
(42,158)(61,031)
Payments for assets held for sale
(500)-
Payments for business assets
1.3(ii)
(59,873)(56,208)
Net cash outflow from investing activities
(138,376)(142,477)
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INTERIM REPORT 2023
23
$NZ000’s
Unaudited
Six months
Sept 2022
Unaudited
Six months
Sept 2021
Cash flows from financing activities
Proceeds from borrowings
153,60570,880
Repayment of borrowings
(34,290)(51,686)
Proceeds from bond issuance
-
100,000
Repayment of bank borrowing from bond proceeds
-(100,000)
Proceeds from share placement
-20,000
Capitalised costs in relation to share placement
-
(475)
Capitalised borrowing costs
(2,171)(1,194)
Principal payments for right of use assets
(1,530)
(1,445)
Dividends paid
(12,543)(9,163)
Net cash inflow from financing activities
103,07126,917
Net decrease in cash and cash equivalents
(3,915)
(63,110)
Cash and cash equivalents at the beginning of the period
9,74579,906
Cash and cash equivalents at end of period
5,83016,796
The Board of Directors of the Company authorised these consolidated interim financial
statements for issue on 23 November 2022.
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.
come from within.
23
24
OCEANIAINTERIM REPORT 2023
24
Better experiences
25
Notes to the Consolidated
Interim Financial Statements
For the six months ended 30 September 2022
1. General Information 26
1.1 Basis of Preparation 26
1.2 Accounting Policies 28
1.3 Significant Events and Transactions 29
1.4 Market Capitalisation 33
2. Operating Performance 33
2.1 Operating Segments 33
3. Property Assets 43
3.1 Village Assets: Investment Property 45
3.2 Care Assets: Property, Plant
and Equipment 49
3.3 Held for Sale 52
3.4 Refundable Occupation
Right Agreements 53
3.5 Leases 54
4. Shareholder Equity and Funding 58
4.1 Shareholder Equity and Reserves 58
4.2 Earnings per Share 62
4.3 Borrowings 62
5. Other Disclosures 65
5.1 Income Tax 65
5.2 Related Party Transactions 69
5.3 Contingencies and Commitments 69
5.4 Events After Balance Date 69
Independent Auditor’s Review Report 70
25
come from within.
26
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 5.2 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 September 2022 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 Level 11, 80 Queen Street, Auckland 1010,
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 also
comply with NZ IAS 34 – Interim Financial Reporting, IAS 34 – Interim Financial Reporting
and other applicable New Zealand Financial Reporting Standards, as appropriate for
for-profit entities. They 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 March 2022, prepared in accordance with New Zealand
Equivalents to International Financial Reporting Standards (“NZ IFRS”). 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 March 2022.
The consolidated interim financial statements for the six months ended 30 September
2022 and comparatives for the six months ended 30 September 2021 are unaudited.
The consolidated annual financial statements for the year ended 31 March 2022
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INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS
For the six months ended 30 September 2022
27
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 and derivatives.
(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 assets acquired in business combination (note 1.3(ii))
– Classification of accommodation with a care or service offering (note 3)
– Fair value of investment property and investment property under development
(note 3.1)
– Fair value of freehold land and buildings (note 3.2)
– Classification and fair value of held for sale assets (note 3.3)
– Revenue recognition of deferred management fees (note 3.4)
– Fair value of right of use assets (note 3.5)
– Recognition of deferred tax (note 5.1)
come from within.
27
28
1.2 Accounting Policies
(i) New Accounting Standards
During the comparative period, the Group revised its accounting policy in relation to
upfront configuration and customisation costs incurred in implementing Software as a
Service arrangements. This was in response to the IFRIC agenda decision in April 2021
clarifying its interpretation of how current accounting standards apply to these types
of arrangements. The new accounting policy is presented below and has been reflected
in the comparative periods.
Software as a Service (“SaaS”) arrangements
SaaS arrangements are service contracts providing the Group with the right to access
the cloud provider’s application software over the contract period but where the Group
does not control the underlying software used in the arrangement. Under the new
accounting policy, where costs incurred to configure or customise SaaS arrangements
result in the creation of a resource which is identifiable, and where the Group has the
power to obtain the future economic benefits flowing from the underlying resource and to
restrict the access of others to those benefits, such costs are recognised as a separate
intangible software asset and amortised over the useful life of the software on a straight-
line basis. If costs do not meet the recognition criteria, they are expensed when incurred.
The useful lives of the intangible assets are reviewed at least at the end of each financial
year, and any change accounted for prospectively as a change in accounting estimate.
No other changes to accounting policies have been made during the period and the
Group has not early adopted any standards, amendments or interpretations to existing
standards that are not yet effective.
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INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
29
(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
(i) COVID-19
The Directors have assessed the impact of COVID-19 on the judgements and estimates
applied in the consolidated interim financial statements and concluded that no changes
are necessary. This is primarily due to Oceania providing an essential service.
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.
come from within.
29
30
1.3 Significant Events and Transactions (continued)
(ii) Acquisitions
(A) Waterford on Hobsonville Point (“Waterford”)
In the comparative period to 30 September 2021, Oceania Village Company Limited
entered into a Sale and Purchase Agreement to purchase the business assets of
Waterford on Hobsonville Point. Waterford is an established retirement village with
64 independent living villas and 36 independent living apartments. The Sale and
Purchase Agreement was conditional on the parties obtaining Statutory Supervisor
consent. This consent was received on 8 April 2021 and the transaction was settled on
23 April 2021 being the date of acquisition.
The business assets have been recognised as at the date of settlement and the future
operating results consolidated from that point forward.
Purchase consideration and fair value of net assets acquired
The purchase price of $56.2m, settled in cash, was linked to the 31 March 2020 CBRE
Limited valuation of Waterford. The acquisition was accounted for using the acquisition
method as prescribed in NZ IFRS 3 Business Combinations. This standard requires that
all identifiable assets and liabilities be assumed at their acquisition date fair value.
(B) Remuera Rise (Auckland) and Bream Bay (Ruakākā)
On 6 May 2022, a number of Sale and Purchase Agreements were entered into in relation
to Remuera Rise and Bream Bay:
a. Oceania Village Company Limited and Oceania Care Company Limited entered into
a Sale and Purchase Agreement with Remuera Rise Limited and Lifecare Residences
NZ Limited to purchase the business assets in relation to Remuera Rise for a value
of $38.1m subject to purchase price adjustments. Remuera Rise is an established
village with 58 independent living apartments and 12 rest home beds. The Sale
and Purchase Agreement was subject to the parties obtaining the consent of the
Statutory Supervisor, the Ministry of Health and the Auckland District Health Board.
This transaction was settled on 1 July 2022.
b. Oceania Village Company Limited entered into a Sale and Purchase Agreement with
Private Health Care (NZ) Limited and PGB Investments Limited to purchase the shares
of Bream Bay Village Limited for a value of $18.9m. At the time of acquisition eight
villas were under construction. In accordance with the provisions of the sale and
purchase agreement the sales value of these villas, $3.0m, was paid to the vendor as
part of the purchase consideration. As at 30 September 2022 this amounted to $3.0m
with all villas now occupied. Bream Bay Village is an established village with 83
independent living villas, including the eight villas under construction at the time of
acquisition. The Sale and Purchase Agreement was subject to the parties obtaining
Statutory Supervisor consent. This transaction was settled on 1 July 2022.
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INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
31
c. On 6 May 2022 Oceania Village Company Limited also entered into an option
agreement with GNLC Limited to purchase 6.7 hectares of development land
in Bream Bay, adjacent to Bream Bay Village. This agreement grants Oceania Village
Company Limited the option to acquire this land for a purchase price of $8.4m plus
GST if any. Oceania Village Company Limited may exercise the option agreement
for the development land adjacent to Bream Bay Village within 20 working days of
the plan change being made operative by Whangarei District Council following
settlement of any appeals. As at 30 September 2022 Oceania Village Company
Limited has not yet exercised this option.
Provisional purchase consideration and fair value of net assets acquired
The purchase price was linked to the 31 March 2021 CBRE Limited valuation in respect
of Remuera Rise and the 8 December 2021 Colliers valuation of Bream Bay Village Limited
and both acquisitions were settled in cash. The acquisitions were accounted for using
the acquisition method which requires that all identifiable assets and liabilities be
assumed at their acquisition date fair value.
The operations of Remuera Rise added $0.6m to Net Profit before Tax in the period since
acquisition to 30 September 2022, of which $0.8m is operating revenue. The impact on
the fair value movements in the period is disclosed in note 3.1.
The operations of Bream Bay added $0.7m to Net Profit before Tax in the period since
acquisition to 30 September 2022, of which $0.6m is operating revenue. The impact on
the fair value movements in the period is disclosed in note 3.1.
come from within.
31
32
1.3 Significant Events and Transactions (continued)
Fair Value on Acquisition Date
$NZ000’s
Remuera Rise
(provisional)
Bream Bay
(provisional)
Waterford
(Sept 2021)
Assets
Investment Property
73,89964,111104,022
Freehold Land
1,000--
Freehold Buildings
150--
Development Land
--8,950
Chattels
--63
Other Assets
6432-
Liabilities
Resident liabilities
(37,594)(41,637)(46,437)
Employee entitlements
(164)(10)(19)
Other Liabilities
-(16)
-
Net assets acquired
37,35522,48066,579
Total consideration
37,93621,93756,221
(Goodwill recognised on purchase)
/ Gain on purchase of business asset
(581)54310,358
1
The goodwill on acquisition of Remuera Rise and the gain on purchase of Bream Bay arise
due to differences in the key assumptions within the external valuer’s valuations,
including growth rate and discount rate, between the reference date for the acquisition
and the settlement date.
Goodwill created on the acquisition of Remuera Rise has been impaired in the period to
30 September 2022.
Contingent liabilities
No material contingent liabilities with respect to any of the above mentioned transactions
were noted during the due diligence process or since acquisition.
1
The gain on purchase of business assets at Waterford above differs from what was disclosed in the
30 September 2021 interim consolidated financial statements. This is due to the revision of Deferred Tax
treatment of DMF on finalisation of the acquisition accounting which was disclosed in the 31 March 2022
Annual Report. This resulted in a reduction of $1.8m to a deferred tax liability on acquisition (Sept 2021:
$8.5m). The comparative amounts in these statements have been restated to reflect this change.
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INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
33
(iii) Debt refinancing
Debt financing
On 9 May 2022 it was announced an agreement was entered into with the banking
syndicate to increase total debt facility limits from $350m to $500m for a tenure of
five years.
The entire debt facility is sustainability-linked for the entire five year period with a
discount in the event of the Group successfully satisfying, and a penalty in the event of
the Group not satisfying, certain ESG targets. See note 4.3.
1.4 Market Capitalisation
At balance date, the market capitalisation of the Group (being the 30 September 2022
closing share price, as quoted on the NZX Main Board, multiplied by the number of shares
on issue) was below the carrying amount of the Group's net assets. In considering the
difference, the Group notes that over 90% of total assets at 30 September 2022 are
property assets carried at fair value as assessed by CBRE Limited and Colliers Limited as
independent valuers.
2. Operating Performance
2.1 Operating Segments
The Group's chief operating decision maker is the Board of Directors.
The operating segments have been determined based on the information reviewed by the
Board of Directors for the purposes of allocating resources and assessing performance.
The assets and liabilities of the Group are reported to the chief operating decision maker
in total not by operating segment.
The Group operates in New Zealand and comprises three segments; care operations,
village operations and other.
Information regarding the operations of each reportable segment is included above.
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 note 3 for details on capital expenditure.
Goodwill: Goodwill is allocated to 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.
come from within.
33
34
2.1 Operating Segments (continued)
CareVillageOther
ProductIncludes traditional care beds and care suites.Includes independent living and
rental properties.
N/A
ServicesThe provision of accommodation, care and related
services to Oceania’s aged care residents.
Includes the provision of services such as
meals and care packages to independent
living residents.
The provision of accommodation and
related services to independent residents
in the Group’s retirement villages.
Provision of support services to the
Group (includes administration, marketing
and operations).
In addition this segment includes the provision
of training by the Wesley Institute of Learning.
Recognition of Operating
Revenue and Expenses
The Group derives Operating Revenue from the
provision of care and accommodation. The daily
fee is set annually by the Ministry of Health.
In relation to the provision of superior
accommodation above the Government
specification the Group derives revenue from
Premium Accommodation Charges (“PACs”) or,
in the case of care suites, through Deferred
Management Fees (“DMF”).
Operating Expenses primarily include staff costs,
resident welfare expenses and overheads.
The Group derives Operating Revenue
from weekly service fees and rental income.
Operating Revenue also includes DMF
accrued over the expected occupancy period
for the relevant accommodation.
Operating Expenses include village property
maintenance, sales and marketing, and
administration related expenses.
Includes corporate office and corporate
expenses and rental costs relating to the
Group’s two leasehold sites (2021: three).
Finance costs relate to the cost of bank debt
acquired for the purchase and development
of villages.
Income and expenditure relating to the
Wesley Institute of Learning is recognised
in this segment.
Recognition of Fair Value
movements on New
Developments
Fair value increases or decreases are recognised
in other comprehensive income (i.e. not in profit
or loss) for the fair value movement above
historical cost.
Impairments below historical cost are recognised
in comprehensive income (i.e. profit or loss).
Fair value movements are recognised in
comprehensive income (i.e. profit or loss).
N/A
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, reflective
of the ownership structure of the assets.
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.
Corporate office assets are recognised as
property, plant and equipment. Assets
include intangibles (e.g. software).
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INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
35
2.1 Operating Segments (continued)
CareVillageOther
ProductIncludes traditional care beds and care suites.Includes independent living and
rental properties.
N/A
ServicesThe provision of accommodation, care and related
services to Oceania’s aged care residents.
Includes the provision of services such as
meals and care packages to independent
living residents.
The provision of accommodation and
related services to independent residents
in the Group’s retirement villages.
Provision of support services to the
Group (includes administration, marketing
and operations).
In addition this segment includes the provision
of training by the Wesley Institute of Learning.
Recognition of Operating
Revenue and Expenses
The Group derives Operating Revenue from the
provision of care and accommodation. The daily
fee is set annually by the Ministry of Health.
In relation to the provision of superior
accommodation above the Government
specification the Group derives revenue from
Premium Accommodation Charges (“PACs”) or,
in the case of care suites, through Deferred
Management Fees (“DMF”).
Operating Expenses primarily include staff costs,
resident welfare expenses and overheads.
The Group derives Operating Revenue
from weekly service fees and rental income.
Operating Revenue also includes DMF
accrued over the expected occupancy period
for the relevant accommodation.
Operating Expenses include village property
maintenance, sales and marketing, and
administration related expenses.
Includes corporate office and corporate
expenses and rental costs relating to the
Group’s two leasehold sites (2021: three).
Finance costs relate to the cost of bank debt
acquired for the purchase and development
of villages.
Income and expenditure relating to the
Wesley Institute of Learning is recognised
in this segment.
Recognition of Fair Value
movements on New
Developments
Fair value increases or decreases are recognised
in other comprehensive income (i.e. not in profit
or loss) for the fair value movement above
historical cost.
Impairments below historical cost are recognised
in comprehensive income (i.e. profit or loss).
Fair value movements are recognised in
comprehensive income (i.e. profit or loss).
N/A
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, reflective
of the ownership structure of the assets.
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.
Corporate office assets are recognised as
property, plant and equipment. Assets
include intangibles (e.g. software).
come from within.
35
36
2.1 Operating Segments (continued)
Six months ended 30 September 2022
(unaudited)
$NZ000’s
Care
Operations
Village
OperationsOtherTotal
Revenue
96,493 24,059 1,565 122,117
Change in fair value of
investment property
- 21,328 - 21,328
Gain on purchase of business assets
- 543 - 543
Other income
841,01761,107
Total income
96,577 46,947 1,571 145,095
Operating expenses
(85,334) (14,165)(14,359) (113,858)
Impairment of goodwill
(124)(581) - (705)
Impairment of property, plant
and equipment
(2,636)- - (2,636)
Impairment of right of use
investment property
(1,431)- (1,431)
Impairment of held for sale assets
- (2,545) - (2,545)
Segment EBITDA
8,48328,225(12,788)23,920
Interest income
- 17 343 360
Finance costs
- - (6,331) (6,331)
Depreciation (buildings and
care suites)
(5,447) - (374) (5,821)
Depreciation and amortisation
(chattels, leasehold improvements
and software)
(2,730) - (770)(3,500)
Profit / (loss) before income tax
30628,242(19,920)8,628
Income tax benefit
400(589)2,7592,570
Profit / (loss) for the period
attributable to shareholders
70627,653(17,161)11,198
Other comprehensive income
Gain on revaluation of property,
plant and equipment for the
period, net of tax
14,156 - - 14,156
Loss on revaluation of right of
use asset for the period, net of tax
(54) - - (54)
Gain on cash flow hedges, net of tax
- - 1,9611,961
Total comprehensive income / (loss) for
the period attributable to shareholders
of the parent
14,80827,653(15,200)27,261
Better experiences
OCEANIA
36
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
37
Six months ended 30 September 2021
(unaudited)
$NZ000’s
Care
Operations
Village
OperationsOtherTotal
Revenue
93,34119,733861113,935
Change in fair value of investment
property
-31,299-31,299
Change in fair value of right of use
investment property
-986-986
Gain on purchase of business assets
-10,358
1
-10,358
1
Other income
147982731,202
Total income
93,48863,358934157,780
Operating expenses
(84,264)(11,195)(12,548)(108,007)
Impairment of goodwill
(338)--(338)
Impairment of property,
plant and equipment
(193)--(193)
Segment EBITDA
8,69352,163
1
(11,614)49,242
1
Interest income
-31821
Finance costs
--(4,121)(4,121)
Depreciation (buildings and
care suites)
(6,193)-(144)(6,337)
Depreciation and amortisation
(chattels, leasehold improvements
and software)
(2,949)-(580)(3,529)
(Loss) / profit before income tax
(449)52,166
1
(16,441)35,276
1
Income tax benefit
583(2,697)
1
3,7781,664
1
Profit / (loss) for the period
attributable to shareholders
13449,469(12,663)36,940
Other comprehensive income
Gain on revaluation of property,
plant and improvement for the period,
net of tax
22,488--22,488
Gain on revaluation of right of use
asset for the period, net of tax
119--119
Gain on cash flow hedges, net of tax
--3,1083,108
Total comprehensive income / (loss)
for the period attributable to
shareholders of the parent
22,74149,469(9,555)62,655
1
Gain on purchase of business assets has been revised for a change in deferred tax treatment.
Refer to note 1.3(ii).
come from within.
37
38
2.1 Operating Segments (continued)
Underlying net profit after tax (“Underlying Profit”)
Underlying Profit and Underlying EBITDA are non-GAAP measures of financial
performance and considered in the determination of dividends. The calculation of
Underlying Profit and Underlying EBITDA requires a number of estimates to be approved
by the Directors in their preparation. Both the methodology and the estimates may
differ among companies in the retirement village sector. Underlying Profit and
Underlying EBITDA do not represent cash flow generated during the period.
The Group calculates Underlying Profit and Underlying EBITDA by making the
following adjustments to reported Net Profit after Tax:
Net profit after tax
RemoveChange 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, right of use property,
plant and equipment and held for sale assets
Add backImpairment of goodwill
Add backRental expenditure in relation to right of use investment property
assets
Add back /
remove
Loss / gain on sale, decommissioning or purchase of assets and
business assets including associated legal costs
Add backDepreciation (care suites)
Add backDirectors’ estimate of realised gains on the resale of units and care
suites sold under an ORA
Add backDirectors’ estimate of realised development margin on the first sale
of new ORA units or care suites following the development of an ORA
unit or care suite, conversion of an existing care bed to a care suite
or conversion of a rental unit to an ORA unit
Add backDeferred taxation component of taxation expense so that only the
current tax expense is reflected
=Underlying Profit
RemoveInterest income
Add backFinance costs (including lease interest under NZ IFRS 16 Leases
but excluding hedge ineffectiveness)
Add backDepreciation and amortisation (including right of use property,
plant and equipment)
=Underlying EBITDA
Better experiences
OCEANIA
38
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
39
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. Where the development has
been acquired in a business combination the development costs are equal to the
purchase price.
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.
come from within.
39
40
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.
Better experiences
OCEANIA
40
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
41
Six months ended 30 September 2022
(unaudited)
$NZ000’s
Care
Operations
Village
OperationsOtherTotal
Total comprehensive income /
(loss) for the period attributable to
shareholders of the parent
14,80827,653(15,200)27,261
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 and held for sale assets
(11,466)(17,351)(1,961)(30,778)
Add: Impairment of goodwill
124 581 - 705
Add: Rental expenditure in relation
to right of use asset
- - - -
Add: Depreciation (care suites)
4,385 - - 4,385
Less: Gain on purchase of business
assets including associated costs
- (316) - (316)
Add: Realised resale gain
- 16,436 - 16,436
Add: Realised development margin
- 12,651 - 12,651
Underlying net profit before tax
7,85139,654(17,161)30,344
Less: Deferred tax benefit
(400)589(2,759)(2,570)
Underlying net profit after tax
7,45140,243(19,920)27,774
Less: Interest income
- (17) (343) (360)
Add: Finance costs (excluding
hedge ineffectiveness)
- - 6,331 6,331
Add: Depreciation (buildings)
1,062 - 374 1,436
Add: Depreciation and amortisation
(chattels, leasehold improvements
and software)
2,730 - 770 3,500
Underlying EBITDA
11,24340,226(12,788)38,681
come from within.
41
42
2.1 Operating Segments (continued)
Six months ended 30 September 2021
(unaudited)
$NZ000’s
Care
Operations
Village
OperationsOtherTotal
Total comprehensive income / (loss) for
the period attributable to shareholders
of the parent
22,74149,469(9,555)62,655
Adjusted for Proforma Items
Add: Repayment of Wage Subsidy
1
1,768--1,768
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
(22,415)(32,284)(3,108)(57,807)
Add: Impairment of goodwill
338--338
Add: Rental expenditure in relation
to right of use asset
-1,928-1,928
Add: Depreciation (care suites)
4,807--4,807
Less: Gain on purchase of business
assets including associated costs
-(10,408)
2
-(10,408)
2
Add: Realised resale gain
-10,639-10,639
Add: Realised development margin
-15,252-15,252
Underlying net profit before tax
7,23934,596
2
(12,663)29,172
2
Less: Deferred tax benefit
(583)2,697
2
(3,778)(1,664)
2
Underlying net profit after tax
6,65637,293(16,441)27,508
Less: Interest income
-(3)(18)(21)
Add: Finance costs (excluding hedge
ineffectiveness)
--3,9213,921
Add: Depreciation (buildings)
1,386-1441,530
Add: Depreciation and amortisation
(chattels, leasehold improvements and
software)
2,949-5803,529
Underlying EBITDA
10,99137,290(11,814)36,467
1
On 21 April 2020 the Group claimed, and received payment of, a COVID-19 wage subsidy totalling
$1.8m. This amount has subsequently been repaid in full on 18 May 2021 and as a result has been
excluded from the table above. This proforma adjustment increases underlying EBITDA and underlying
NPAT in relation to the six month period to September 2021 by $1.8m and reduces the underlying EBITDA
and underlying NPAT position in relation to the six month period to September 2020 by $1.8m.
2
Gain on purchase of business assets has been revised for a change in deferred tax treatment. Refer to
note 1.3(ii).
Better experiences
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42
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
43
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.
What is Held for Sale Assets?
Assets are classified as held for sale when the carrying amount will be recovered
principally through a sale transaction rather than through continuing use.
come from within.
43
44
3. Property Assets (continued)
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 suiteServiced apartmentTraditional care bed
Qualitatively the
business model is the
provision of retirement
accommodation
Quantitatively
insignificant
(a guideline of under
20% of total revenue
is adopted) and
qualitatively the
business model is the
provision of retirement
accommodation
Quantitatively
significant.
Qualitatively the
business model is the
provision of care
Qualitatively the
business model is
the provision of care.
Quantitative
assessment not
relevant as price of
accommodation does
not change overall
purpose of the
accommodation
Investment Property
Village Assets
Property, Plant and Equipment
Care Assets
1
ARRC refers to age-related residential care.
Better experiences
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44
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
45
3.1 Village Assets: Investment Property
$NZ000’s Notes
Unaudited
Sept 22
Audited
Mar 22
Investment property under development at fair value
Opening balance
173,899143,720
Acquisition
1.3
-8,950
Transfer from property, plant and equipment
3.2
-3,750
Capitalised expenditure (including land acquisitions)
30,04390,531
Capitalised interest and line fees
1,9802,585
Transfer to completed investment property
-(89,626)
Transfer to property, plant and equipment
3.2
-(65)
Transfer to held for sale
3.3
(5,714)-
Change in fair value during the period –
developments as at balance date
3,60113,643
Change in fair value during the period –
developments completed during the period
-411
Closing balance
203,809173,899
Completed investment property at fair value
Opening balance
1,204,653956,083
Acquisition
1.3
138,010104,022
Transfer from investment property under development
-89,626
Transfer to property, plant and equipment
3.2
--
Transfer to held for sale
3.3
(29,119)-
Capitalised expenditure
6,5054,209
Capitalised interest and line fees
8181,292
Change in fair value during the period –
existing villages
4,71022,511
Change in fair value during the period –
recently completed developments
1
13,01726,910
Closing balance
1,338,5941,204,653
Total investment property
1,542,4031,378,552
1
Recently completed developments refers to those developments which were being sold down during
the period.
come from within.
45
46
3.1 Village Assets: Investment Property (continued)
Change in Fair Value Recognised in the Consolidated Statement
of Comprehensive Income
$NZ000’s
Unaudited
Sept 2022
Unaudited
Sept 2021
Increase in fair value of investment property
163,851194,952
Add: Transfers to property, plant and equipment,
right of use assets and held for sale during the period
34,83365
Less: Capitalised expenditure including capitalised interest
(95,095)(115,641)
Less: Resident obligations on acquisition
(82,261)(48,077)
Change in fair value recognised in
Consolidated Statement of Comprehensive Income
21,32831,299
Included in the above change in fair value is an amount of $0.2m (increase) in respect to
fair value moments since acquisition date of the Remuera Rise site and $0.2m (decrease)
in respect to the Bream Bay site (30 September 2021: $6.6m (increase) in respect to fair
value moments since acquisition date of the Waterford site). The decrease in fair value at
Bream Bay has arisen predominantly on first sell down of vacant units.
A reconciliation between the valuation and the amount recognised as investment property
is as follows:
$NZ000’s
Unaudited
Sept 2022
Audited
Mar 2022
Investment Property under development
Valuation
203,809173,899
203,809173,899
Completed Investment Property
Valuation
634,254 592,982
Add: Refundable occupation licence payments 848,158 732,714
Add: Residents' share of resale gains 6,000 6,780
Less: Management fee receivable (135,279) (113,066)
Less: Resident obligations for units not included
in valuation
(14,539) (14,757)
1,338,594 1,204,653
Total investment property at fair value1,542,4031,378,552
Better experiences
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46
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
47
3.1 Village Assets: Investment Property (continued)
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 independent 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 independent valuation is not adjusted for the refundable
amounts and consequently no offsetting “gross up” is required. An adjustment of $14.5m
(31 March 2022: $14.8m) is included in the above reconciliation to reflect this.
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 external 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 3.4). Accordingly, the Group adds this net liability to residents to the
external 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 and Colliers Limited (together the ‘external valuers’) provided valuations
of development land in respect of investment property under development as at
30 September 2022.
The fair value of investment property is determined by the Directors having taken
into consideration the valuation conducted by the external valuers as independent
registered valuers 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 $81.2m
as at 30 September 2022 (31 March 2022: $51.1m) has been recognised in relation to
these development sites.
come from within.
47
48
3.1 Village Assets: Investment Property (continued)
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 September
2022 by CBRE Limited and Colliers Limited, at a total of $634.3m (31 March 2022: $592.9m).
Property Specific Assumptions
Seismic Assessments
The external valuations, and accordingly the fair value of investment property,
incorporate an allowance in relation to remediation to properties where seismic
strength testing has been carried out in prior years.
Better experiences
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48
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
49
3.2 Care Assets: Property, Plant and Equipment
$NZ000’s Notes
Freehold
Land and
Buildings
Under
Development
Freehold
Land
Freehold
Buildings
Chattels and
Leasehold
Improvements Total
Period ended
30 September 2022 (unaudited)
Opening net book amount
105,150 113,031 448,426 19,985 686,592
Additions 29,511 1,000 1,924 2,152 34,587
Capitalised interest and
line fees
1,350 - - - 1,350
Disposals - - - (2) (2)
Depreciation - - (5,288) (2,196) (7,484)
Transfer from investment
property
3.1-- - - -
Transfer to held for sale3.3(1,319)(14,740)(14,418)(1,519)(31,996)
Reclassification within
Property, plant and
equipment
(55,099) 16,035 39,064 - -
Revaluation surplus
Comprehensive income
Existing care centres
- (75)(728) - (803)
Care centres recently
developed / under
development
(1,806) - - - (1,806)
Other comprehensive
income
1
Existing care centres289 (365)10,157 - 10,081
Care centres recently
developed / under
development
796 - 5,012 - 5,808
Closing net book amount 78,872 114,886 484,149 18,420 696,327
At 30 September 2022
Cost
- - - 47,890 47,890
Valuation 78,872 114,886 484,149 - 677,907
Accumulated depreciation - - - (29,470) (29,470)
Net book amount 78,872 114,886 484,149 18,420 696,327
1
The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred
tax, refer note 5.1.
come from within.
49
50
3.2 Care Assets: Property, Plant and Equipment (continued)
$NZ000’s Notes
Freehold
Land and
Buildings
Under
Development
Freehold
Land
Freehold
Buildings
Chattels and
Leasehold
Improvements Total
Year ended
31 March 2022 (audited)
Opening net book amount
54,767 92,800 437,079 19,627 604,273
Additions 45,071 1,259 4,919 5,300 56,549
Capitalised interest and
line fees
1,067 - 170 - 1,237
Disposals - - - (115) (115)
Depreciation - - (10,613) (4,827)(15,440)
Transfer from
investment property
3.1 65 (3,750) - - (3,685)
Reclassification within
property, plant and
equipment
320 - (320) -
Revaluation surplus
Comprehensive income
– Existing care centres
- 152 (4,963) - (4,811)
– Care centres recently
developed / under
development
- - 70 - 70
Other comprehensive income
1
– Existing care centres- 22,570 8,024 - 30,594
– Care centres recently
developed / under
development
3,860 - 14,060 - 17,920
Closing net book amount 105,150 113,031 448,426 19,985 686,592
At 31 March 2022
Cost
- - - 56,981 56,981
Valuation 105,150 113,031 448,426 - 666,607
Accumulated depreciation - - - (36,996)(36,996)
Net book amount 105,150 113,031 448,426 19,985 686,592
1
The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred
tax, refer note 5.1.
Better experiences
OCEANIA
50
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
51
Land and Buildings Under Development
A valuation in respect of development land was provided by CBRE Limited as at
30 September 2022.
Any costs incurred to 30 September 2022 on the developments are included in arriving
at the fair value as at 30 September 2022.
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
$47.2m as at 30 September 2022 (31 March 2022: $59.1m) 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 was provided by CBRE Limited
as at 30 September 2022.
The valuation of the Group’s care centres was apportioned to land, buildings, chattels
and goodwill. The fair value of land and buildings as calculated by CBRE Limited is
based on the level of rent able to be generated from the maintainable net cash flow
of the site subject to average efficient management. The fair value of the Group’s land
and buildings as determined by the Directors is based on these apportionments.
However, chattels are carried at historic cost less depreciation and the amount
apportioned to goodwill by CBRE Limited is not recorded in the consolidated financial
statements. The CBRE Limited valuation included $12.2m of goodwill (31 March 2022:
$12.4m) in respect of completed land and buildings.
come from within.
51
52
3.2 Care Assets: Property, Plant and Equipment (continued)
Care Suites and Serviced Apartments
As discussed earlier in note 3, where services are provided to residents who occupy
accommodation under an ORA, it is the Group’s policy to look at the significance of these
services in the context of the overall revenue derived from the care suite or serviced
apartment in ascertaining whether the care suite or serviced apartment is property, plant
and equipment or investment property. Care suite residents occupying accommodation
under an ORA receive a significant level of services. Hence, they are included in property,
plant and equipment. Care suite land and buildings are held at fair value.
Key Accounting Estimates and Judgements
All land and buildings have been determined to be Level 3 (31 March 2022: Level 3) in the
fair value hierarchy as the fair value is determined using inputs that are unobservable.
3.3 Held for Sale
Assets are classified as held for sale when their carrying amount is to be recovered
principally through a sale transaction and a sale is considered highly probable.
They are stated at the lower of carrying amount and fair value less costs to sell, except
for investment property assets held for sale which are carried at fair value.
As at 30 September 2022 ten sites are being actively marketed for sale and as such meet
the definition of held for sale. These sites and their respective land, building, investment
property, plant and equipment and liabilities have been reclassified for
reporting purposes.
Changes in fair value from the date of classification to held for sale are recognised in
comprehensive income.
See note 3.4 for resident liabilities associated with these held for sale assets.
$NZ000’s Notes
Unaudited
Sept 2022
Audited
Mar 2022
Opening balance
- -
Transfer from investment property
3.1
34,833 -
Transfer from property, plant and equipment
3.2
31,996 -
Additions
500 -
Change in fair value during the period
(2,545)-
Closing balance
64,784-
Better experiences
OCEANIA
52
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
53
3.4 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 of use and enjoy the
common areas of the village. The deferred management fee is payable by the
resident on termination of the ORA.
$NZ000’s
Unaudited
Sept 2022
Audited
Mar 2022
Village
Refundable occupation licence payments
848,158 732,714
Residents’ share of resale gains
6,000 6,780
Less: Management fee receivable (per contract)
(177,831)(149,636)
676,327 589,858
Leasehold Village
Refundable occupation licence payments
38,65038,650
Less: Management fee receivable (per contract)
(10,156)(9,019)
28,49429,631
Care Suites
Refundable occupation licence payments
198,152186,987
Accommodation rebate
77144
Less: Management fee receivable (per contract)(32,574)(30,855)
165,655156,276
Total refundable occupation right agreements870,476 775,765
Held for Sale
Refundable occupation licence payments
18,465 -
Residents’ share of resale gains
220 -
Less: Management fee receivable (per contract)
(4,225) -
14,460
1
-
1
The amount on the face of the Balance Sheet in relation to Refundable occupation right agreements
held for sale includes an amount of $1.1m in relation to deferred management fees detailed further
in this note.
come from within.
53
54
3.4 Refundable Occupation Right Agreements (continued)
Reconciliation of Management Fees recognised under NZ IFRS and per ORA
$NZ000s
Unaudited
Sept 2022
Audited
Mar 2022
Village
Management fee receivable (per contract)
(177,831)(149,636)
Deferred management fee
42,552 36,570
Management fee receivable (per NZ IFRS) (135,279)(113,066)
Leasehold Villages
Management fee receivable (per contract)
(10,156)
(9,019)
Deferred management fee
3,101
3,165
Management fee receivable (per NZ IFRS)(7,055)(5,854)
Care Suites
Management fee receivable (per contract)
(32,574)
(30,855)
Deferred management fee
1,518
2,332
Management fee receivable (per NZ IFRS)(31,056)(28,523)
Held for Sale
Management fee receivable (per contract)
(4,225) -
Deferred management fee
1,088 -
Management fee receivable (per NZ IFRS)
(3,137) -
3.5 Leases
What is a right of use asset?
Right of use assets are assets held under a lease arrangement. It represents the value
of the lessee’s right of use of 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.
Better experiences
OCEANIA
54
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
55
Right of use Assets
Six months ended 30 September 2022
$NZ000’s
Investment
Property
Land and
BuildingsChattelsTotal
Opening net book value
33,373 4,188 3,578 41,139
Additions
51 503 597 1,151
Depreciation
- (533) (970) (1,503)
Revaluation for the period –
Comprehensive Income
(1,431)(27) - (1,458)
Revaluation for the period
1
–
Other Comprehensive Income
- 10 - 10
Net book value as at
30 September 2022 (unaudited)
31,993 4,141 3,205 39,339
Year ended 31 March 2022
$NZ000’s
Investment
Property
Land and
BuildingsChattelsTotal
Opening net book value 33,4464,1694,09941,714
Additions 42 1,608 1,346 2,996
Disposals - (1,034) - (1,034)
Depreciation - (874) (1,867) (2,741)
Revaluation for the period –
Comprehensive Income
(115) - - (115)
Revaluation for the period –
Other Comprehensive Income
- 319 - 319
Net book value as at
31 March 2022 (audited)
33,373 4,188 3,578 41,139
30 September 2022
$NZ000’s
Investment
Property
Land and
BuildingsChattelsTotal
Cost
- - 6,601 6,601
Valuation
31,993 4,141 - 36,134
Accumulated depreciation
- - (3,396) (3,396)
Net book value as at
30 September 2022 (unaudited)
31,993 4,141 3,205 39,339
1
The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred
tax, refer note 5.1.
come from within.
55
56
3.5 Leases (continued)
31 March 2022
$NZ000’s
Investment
Property
Land and
BuildingsChattelsTotal
Cost
- - 9,1889,188
Valuation
33,3734,188 - 37,561
Accumulated depreciation
- - (5,610)(5,610)
Net book value as at
31 March 2022 (audited)
33,3734,1883,57841,139
A reconciliation between the valuation and the amount recognised on the Consolidated
Balance Sheet as right of use investment property is as follows:
$NZ000’s
Unaudited
Sept 2022
Audited
Mar 2022
Right of use Investment Property
Valuation
398 577
Add: Refundable occupation licence payments
38,650 38,650
Less: Management fee receivable
(7,055) (5,854)
31,993 33,373
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
Six months ended 30 September 2022
$NZ000’s
Investment
Property
Land and
BuildingsChattelsTotal
Opening net book value
- 5,986 3,908 9,894
Additions
- 435 582 1,017
Interest
- 173 162 335
Lease payments made
- (690) (1,175) (1,865)
Lease liabilities as at
30 September 2022 (unaudited)
- 5,904 3,477 9,381
Better experiences
OCEANIA
56
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
57
Year ended 31 March 2022
$NZ000’s
Investment
Property
Land and
BuildingsChattelsTotal
Opening net book value
-7,0214,49211,513
Additions and disposals
- 1,605 1,346 2,951
Disposals
- (1,750) - (1,750)
Interest
- 353 327 680
Lease payments made
- (1,243) (2,257) (3,500)
Lease liabilities as at
31 March 2022 (audited)
-5,9863,9089,894
Lease of Investment Property
The Group leases one site, Everil Orr, which meets the definition of investment property.
The site comprises both apartments and common facilities provided for use by residents
under the terms of an ORA. Payments to the lessor under this lease are made as ORAs
are sold. Subsequent cash flows upon the sale and resale of the units are shared between
the lessor and the Group.
Due to the variability of these payments both the right of use asset and the
corresponding lease liability were initially recognised at nil value. Rental payments are
recognised as a rental expense through the Consolidated Statement of Comprehensive
Income. The right of use asset is held at fair value in accordance with NZ IAS 40
Investment Property. The fair value is determined by the Directors having taken into
consideration the valuation conducted by CBRE Limited.
The carrying value of the right of use asset as at 30 September 2022 in respect of this
leased site is $32.0m (31 March 2022: $33.4m).
On 18 June 2021 the Group settled on the acquisition of one leased site for a purchase
price of $5.0m. In accordance with NZ IFRS 16 Leases any difference in purchase price
and the carrying amount of the lease liability immediately before the purchase shall be
recorded as an adjustment to the carrying amount of the asset. The carrying value at
the date of acquisition was $1.0m with a corresponding liability of $1.8m.
Lease of Property, Plant and Equipment
The Group leases two care centres which are valued as right of use assets as well as
one corporate office building and various equipment and motor vehicles. The Group’s
Corporate office moved in November 2021 to 80 Queen St, Auckland. A new lease was
entered into at this time and the previous lease at 2 Hargreaves St, St Mary’s Bay
expired in May 2022.
A valuation in respect of right of use property assets was provided by CBRE Limited
as at 30 September 2022.
come from within.
57
58
4. Shareholder Equity and Funding
4.1 Shareholder Equity and Reserves
Unaudited
Sept 2022
Shares
Audited
Mar 2022
Shares
Unaudited
Sept 2022
$NZ000’s
Audited
Mar 2022
$NZ000’s
Share capital
Issued and fully paid up capital
715,202,638710,204,500709,068705,291
Total contributed equity
715,202,638710,204,500709,068705,291
Movements
Opening balance of ordinary
shares issued
710,204,500689,276,946705,291675,625
Shares issued for employee
share scheme
1,174,602937,213--
Shares issued for dividend
reinvestment plan
3,823,5367,525,0873,77710,141
Treasury shares reacquired-(3,164,556)--
Share issue (rights issue)-15,629,810-20,000
Capitalised costs in relation to
rights issue
---(475)
Closing balance of ordinary
shares issued
715,202,638710,204,500709,068705,291
All ordinary shares 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 March 2022: nil).
Share Issue (Rights Issue)
On 16 April 2021, a total of 15,629,810 ordinary shares with a value of $20.0m ($1.2796 per
share) were issued in relation to the Retail Offer. Fees incurred of $0.5m have been offset
against funds raised.
Better experiences
OCEANIA
58
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
59
Dividend Reinvestment Plan (“DRP”)
On 25 July 2019, the Board approved the implementation of a dividend reinvestment
plan for New Zealand and Australian shareholders. This plan has been effective for all
subsequent dividends. This plan shall also be effective for the dividend payable on 14
December 2022 at a discount of 2% to the volume weighted average price of shares sold
on the NZX Main Board over a period of five trading days starting on 29 November 2022.
The dividend reinvestment plan shall apply to those shareholders who have provided a
participation election by 5:00pm on the dividend election date, being 1 December 2022.
Unaudited
Sept 2022
value
per share
Unaudited
Sept 2022
number of
shares
Audited
Mar 2022
value per share
Audited
Mar 2022
number of
shares
Reinvestment of final dividend
for the prior period
$0.98753,823,536
$1.40403,963,659
Reinvestment of interim dividend
for the period
--$1.28373,561,428
Long Term Incentive (“LTI)
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 for the long term; and
– align these executives’ interests with the interests of Oceania’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’s total shareholder
return relative to the NZX50, and Oceania’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.
come from within.
59
60
4.1 Shareholder Equity and Reserves (continued)
Performance Hurdles
The Share Rights in the 2020 and 2021 grants 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.
The Share Rights for the 2022 grant will be subject to one performance hurdle. Share
Rights will qualify for vesting on a straight line basis, from 0%, where the TSR from the
commencement date to the measurement date is equal to the 25th percentile of the
NZX50 Group, to 100% where the TSR is equal to or greater than the 75th percentile of
the NZX50 Group.
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).
Recognition and Measurement
– On 6 September 2021, 1,078,125 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. Since that point a total of 140,625 share rights that were granted
at that time have lapsed as a consequence of executives leaving employment with
the Company.
– On 1 September 2021 the Group acquired 3,164,556 shares held by OCA Employees
Trustee Limited, a subsidiary, in relation to a previously cancelled long term incentive
plan scheme. The shares had been classified as Treasury Shares as the Group had 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. Since that point a total of 1,252,325 share rights that were granted at
that time have lapsed as a consequence of executives leaving employment with
the Company.
Better experiences
OCEANIA
60
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
61
Employee Share Plan
– On 27 September 2022 1,174,602 shares were issued as part of an employee share
scheme (“ESS”). All permanent employees as at 1 August 2022 were invited to
participate. Full time employee participants were allocated an equivalent of $800
of shares and part time employee participants were allocated an equivalent of $400
of shares. The shares are held in trust and will be transferred to the employee if the
employee remains employed by Oceania (or any of its subsidiaries) for the following
three years.
– On 7 December 2021 937,213 shares were issued as part of the ESS.
Dividends
On 23 November 2022, an interim dividend of 1.9 cents per share (not imputed) was
declared and will be paid on 20 December 2022. The record date for entitlement is
6 December 2022.
Unaudited
Sept 2022
cents per share
Unaudited
Sept 2022
$NZ000’s
Audited
Mar 2022
cents per share
Audited
Mar 2022
$NZ000’s
Final dividend for the prior year
2.316,3352.114,475
Interim dividend for the period --2.114,840
Total dividends declared during
the period
1
16,33529,315
Asset Revaluation Reserve
The asset revaluation reserve is used to record the revaluation of freehold land and
buildings and land and buildings under development. The amounts are recognised
in the Consolidated Statement of Comprehensive Income when it affects profit or loss.
Refer to note 3.2.
Cash Flow Hedge Reserve
The cash flow hedge reserve is used to record gains or losses on instruments used
as cash flow hedges. The amounts are recognised in the Consolidated Statement
of Comprehensive Income when the hedged transaction affects profit or loss.
Refer to note 5.6 of the 31 March 2022 consolidated financial statements.
1
Total dividends declared during each period differs to dividends paid per the Consolidated Statement
of Changes in Equity as a result of dividends payable on shares held within the Group.
come from within.
61
62
4.2 Earnings per Share
Basic
Basic earnings per share is calculated by dividing the profit after tax of the Group
by the weighted average number of ordinary shares outstanding during the period.
Unaudited
Sept 2022
Unaudited
Sept 2021
Profit after tax ($’000)
11,19836,940
Weighted average number of ordinary shares outstanding ('000s) 712,334 702,542
Basic and Diluted earnings per share (cents per share)
1.65.3
Diluted
As at 30 September 2022 there were no shares with a dilutive effect (30 September
2021: nil).
4.3 Borrowings
$NZ000’s
Unaudited
Sept 2022
Audited
Mar 2022
Secured
Bank loans
278,208154,845
Deferred payment on acquisition
2503,500
Capitalised loan costs
(2,231)(270)
Retail bond – OCA010
125,000125,000
Retail bond – OCA020
100,000100,000
Capitalised bond costs
(2,684)(2,935)
Total borrowings
498,543380,140
Current
2503,250
Non current
503,208380,095
Total borrowings excluding capitalised loan and
bond costs
503,458383,345
Better experiences
OCEANIA
62
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
63
Recognition and Measurement
Bank Loans
Interest is charged using the BKBM Bill rate plus a margin and line fee. Interest rates
applicable in the six month period to 30 September 2022 ranged from 3.81% to 6.08%
(year to 31 March 2022: 2.48% to 2.64%).
Deferred Payment on Acquisition of Previously Leased Site
Relates to the purchase of a previously leased site. The deferred payment is secured
by a first charge mortgage over the property. No interest is charged unless the payment
is in default. Refer to note 3.5.
Retail Bond
NZDX ID Issue Date
No. of
bonds$NZ000’sMaturity
Fixed
Interest
Unaudited
Trading
Interest at
Sept 2022
Audited
Trading
Interest at
Mar 2022
OCA010
19 Oct 20125.0m$125,00019 Oct 272.3%6.4%4.8%
OCA020
13 Sept 21 100.0m$100,00013 Sept 283.3%6.6%4.7%
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.
Interest on OCA020 is payable quarterly in March, June, September and December
in equal instalments.
Debt Financing
On 9 May 2022 it was announced an agreement was entered into with the banking
syndicate to increase total debt facility limits from $350m to $500m for a tenure of
five years as follows:
i. General Corporate Facility limit increased to $235m (formerly $85m); and
ii. Development Facility limit remains at $265m.
The facilities are held by a banking syndicate comprising ANZ, ASB and ICBC.
The entire debt facility is sustainability linked for the entire five year period with a penalty
in the event of the Group not satisfying certain ESG targets and a discount in the event of
the Group satisfying certain ESG targets.
come from within.
63
64
4.3 Borrowings (continued)
Financing Arrangements
At 30 September 2022, the Group held committed bank facilities with drawings
as follows:
Unaudited
September 2022
Audited
March 2022
$NZ000’sCommittedDrawnCommittedDrawn
General Corporate Facility
235,000113,00085,00021,500
Development Facility
265,000165,208265,000133,345
Total
500,000278,208350,000154,845
The Group’s revolving Development Facility is utilised to cover costs associated with
current development projects. The revolving General Corporate Facility is used for
general corporate purposes as well as for development land and initial costs for projects
not currently funded by the Development Facility.
Interest on the General Corporate Facility is typically payable quarterly. Interest on the
Development Facility is capitalised and repaid together with principal using the ORA
licence proceeds received upon settlement of initial sales of newly developed units and
care suites. Line fees are payable quarterly on the committed General Corporate Facility
and the Committed Development Facility.
The financial covenants in the Group’s senior debt facilities, with which the Group must
comply include:
a) Interest Cover Ratio - the ratio of Adjusted EBITDA to Net Interest Charges is not less
than 2.0x;
b) Loan to Value Ratio – the ratio of total bank indebtedness shall not exceed 50% of the
total property value of all Group’s properties (including the “as-complete” valuations
for projects funded under the Development Facility);
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 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.
Better experiences
OCEANIA
64
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
65
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 Leases.
Assets Pledged as Security
The bank loans and bonds 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 September 2022 the balance of the bank loans over which the properties are
held as security is $278.2m (31 March 2022: $154.8m).
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.
come from within.
65
66
5.1 Income Tax (continued)
$NZ000’s
Unaudited
Sept 2022
Unaudited
Sept 2021
Income tax benefit
Current tax
- -
Deferred tax(2,570)(1,664)
(2,570)(1,664)
Taxation expense is calculated as follows:
Profit before income tax
8,62835,276
1
Tax at the New Zealand tax rate of 28% 2,4169,877
1
Adjusted by the tax effect of:
Non-taxable gain on purchase of business assets
(152)(2,900)
1
Non-deductible impairment of goodwill19795
Non-deductible expenditure440245
Capitalised interest deductible for tax(1,161)(798)
Taxable deferred management fees(4,681)(2,306)
1
Non-assessable revaluation of investment property(5,571)(9,039)
Taxable depreciation(4,021)(2,810)
Accounting depreciation2,1992,474
Right of use asset(8)(28)
Non-deductible impairment of fixed asset1,451 54
Adjustment for timing difference of provisions(510)166
Losses generated
9,4014,970
1
Current tax expense
--
1
Comparatives have been restated for the impact of a change in the accounting for the gain on
acquisition of business assets. Refer to note 1.3(ii).
Better experiences
OCEANIA
66
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
67
$NZ000’s
Unaudited
Sept 2022
Unaudited
Sept 2021
Impact of movements in investment property
(2,754)(2,878)
1
Impact of movements in property, plant and equipment
(715)(202)
Impact of movements in right of use assets
136121
Other adjustments
515(309)
Deferred management fee
3,2402,306
Losses recognised
(2,992)(702)
Deferred tax benefit
(2,570)(1,664)
Income tax benefit
(2,570)(1,664)
Movement in the Deferred Tax Balance:
$NZ000’s
Audited
Balance
1 Apr 2022
Recognised in
Consolidated
Statement of
Comprehensive
Income
Recognised
in Other
Comprehensive
Income
Unaudited
Balance
30 Sept
2022
Investment property
5,2652,754-8,019
Property, plant and equipment
(11,163)715(1,733)(12,181)
Right of use assets
594(136)(64)394
Provisions and other assets / liabilities
6,416(515)(773)5,128
DMF revenue in advance
(5,001)(3,240)-(8,241)
Tax losses
3,8892,992-6,881
Deferred tax assets / (liabilities)
-2,570(2,570)-
$NZ000’s
Audited
Balance
1 Apr 2021
Recognised in
Consolidated
Statement of
Comprehensive
Income
Recognised
in Other
Comprehensive
Income
Audited
Balance
31 Mar
2022
Investment property
3,189 2,076-5,265
Property, plant and equipment
(13,079)4,071(2,155)(11,163)
Right of use assets
902 (218)(90)594
Provisions and other assets / liabilities
7,979 1,071(2,634)6,416
DMF revenue in advance
1,786 (6,787)-(5,001)
Tax losses
- 3,889-3,889
Deferred tax assets not recognised
(777)777--
Deferred tax assets / (liabilities)
- 4,879(4,879)-
come from within.
67
68
5.1 Income Tax (continued)
Recognition and Measurement
No income tax was paid or payable during the period (31 March 2022: 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 Income Taxes.
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 and
deductible amounts as provided by external valuers, to the extent that it doesn’t relate
to land. The Group uses the external valuer’s valuation of land and improvements to
estimate the apportionment of cash flows arising from the depreciable (i.e. buildings)
and non-depreciable components (i.e. land).
Recognition of Deferred Tax on Tax Losses
After taking into consideration tax losses generated in the period to 30 September 2022,
the Group now has an estimated $164.0m (31 March 2022: $130.3m) of available tax
losses as at 30 September 2022.
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 $6.9m (31 March
2022: $3.9m) representing tax losses generated has been recognised as at 30 September
2022 in order to offset the net deferred tax liability position. All other available losses
generated are held off balance sheet.
Better experiences
OCEANIA
68
INTERIM REPORT 2023
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (continued)
For the six months ended 30 September 2022
69
5.2 Related Party Transactions
The below entities are subsidiaries of Oceania Healthcare Limited.
Name of EntityPrincipal Activities20222021
Class
of shares
Oceania Group (NZ) Limited Corporate office functions
100%100%
Ordinary
Oceania Care Company LimitedOperation of aged care centres
100%100%
Ordinary
Oceania Village Company
Limited
Ownership and operation
of retirement villages
100%100%
Ordinary
OCA Employees Trustee Limited
Hold employee share scheme
shares on behalf of employees
100%100%
Ordinary
Bream Bay Village LimitedNon operating
100%-Ordinary
All subsidiaries are incorporated in New Zealand and have a balance date of
(31 March 2022: 31 March). There are no significant restrictions on subsidiaries.
Transactions with Related Parties
There are no outstanding balances with related parties (31 March 2022: nil).
5.3 Contingencies and Commitments
At 30 September 2022, the Group had no contingent liabilities (31 March 2022: nil).
At 30 September 2022, the Group has a number of commitments to develop and construct
certain development sites totalling $160.2m (31 March 2022: $82.2m).
As at 30 September 2022, a commitment of $7.9m (31 March 2022: $7.9m) exists in relation
to Stage One and $3.0m (31 March 2022: $3.0m) 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 3.5 for further details.
There are no significant unrecognised contractual obligations entered into for future
repairs and maintenance at balance date.
5.4 Events After Balance Date
Dividend
On 23 November 2022 an interim dividend of 1.9 cents per share (not imputed) was declared
and will be paid on 14 December 2022. The record date for entitlement is 30 November 2022.
Refer to note 4.1.
There have been no other significant events after balance date.
come from within.
69
70
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 September 2022, 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 September
2022, and its financial performance and cash flows for the period 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
areas of trustee reporting and agreed upon procedures in respect of proxy voting at the
Annual Shareholders Meeting. The provision of these other services has not impaired
our independence.
Better experiences
OCEANIA
70
INTERIM REPORT 2023
INDEPENDENT AUDITOR'S REVIEW REPORT
To the shareholders of Oceania Healthcare Limited
PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
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 September 2022, 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 September 2022, and its financial
performance and cash flows for the period 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 areas of trustee reporting and agreed upon
procedures in respect of proxy voting at the Annual Shareholders Meeting. The provision of these
other services has not impaired our independence.
Responsibilities of Directors 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 the consolidated interim financial statements that are free from material
misstatement, whether due to fraud or error.
Auditor’s responsibilities 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. 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.
71
Responsibilities of Directors 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 the
consolidated interim financial statements that are free from material misstatement,
whether due to fraud or error.
Auditor’s responsibilities 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. 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 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 Lisa Crooke.
For and on behalf of the Board
Chartered Accountants Auckland
23 November 2022
come from within.
71
72
Better experiences
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72
INTERIM REPORT 2023
NOTES
73
come from within.
oceaniahealthcare.co.nz
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---
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 September 2022
Previous Reporting Period 6 months to 30 September 2021
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$122,117 7%
Total Revenue $122,117 7%
Underlying earnings before
interest, tax, depreciation
and amortisation
$38,682 6%
Total net profit/(loss) $11,198 -70%
Total Comprehensive
Income
$27,261 -56%
Interim/Final Dividend
Amount per Quoted Equity
Security
0.019000
Imputed amount per Quoted
Equity Security
Not applicable
Record Date 30 November 2022
Dividend Payment Date 14 December 2022
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$1.34 $1.32 (March 2022)
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Please refer to attached documents (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 0800 333 688
Contact email address Anna.Thorburn@oceaniahealthcare.co.nz
Date of release through MAP
23 November 2022
Audited financial statements accompany this announcement.
---
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 30 November 2022
Ex-Date (one business day before the
Record Date)
29 November 2022
Payment date (and allotment date for
DRP)
14 December 2022
Total monies associated with the
distribution
1
$13,588,850.12
Source of distribution (for example,
retained earnings)
Retained Earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
0.01900000
Gross taxable amount
3
0.01900000
Total cash distribution
4
0.01900000
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
0.00630000
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)
2.0%
Start date and end date for
determining market price for DRP
29 November 2022 5 December 2022
Date strike price to be announced (if
not available at this time)
6 December 2022
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
01/12/2022
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 0800 333 688
Contact email address Anna.Thorburn@oceaniahealthcare.co.nz
Date of release through MAP
23 November 2022
6
Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.
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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