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Care Suite premiumisation delivers results

Half Year Results22 November 2022OCAHealthcare

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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28

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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30

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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34

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

OCEANIA

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

OCEANIA

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

OCEANIA

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

OCEANIA

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

OCEANIA

72

INTERIM REPORT 2023

NOTES

73
come from within.

oceaniahealthcare.co.nz

---




























---

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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