New Zealand Rural Land Company Limited logo

HY23 Results Announcement

Half Year Results28 February 2023NZLReal Estate

1
NEW ZEALAND RURAL LAND COMPANY

v

www.nzrlc.co.nz

listed on:

RESULT FOR THE PERIOD ENDING 31 DECEMBER 2022

Rural Land Co

New Zealand

The Rural Land Investors

1 March 2023

v
DISCLAIMER

The information and opinions in this presentation were prepared by New Zealand Rural

Land Company (NZL). NZL makes no representation or warranty as to the accuracy

or completeness of the information in this report. Opinions including estimates and

projections in this report constitute the current judgment of NZL as at the date of this

report and are subject to change without notice. Such opinions are not guarantees or

predictions of future performance. This report is provided for information purposes only

and does not constitute investment advice. Neither NZL, nor any of its Board members,

officers, employees, advisers (including New Zealand Rural Land Management

Limited) or any other representatives will be liable for any damage, loss or cost

incurred by any recipient of this report or other person in connection with this report.

New Zealand Rural Land Co owns and
leases some of the best farmland in

the world, offering an unparalleled

investment opportunity.

Rural Land Co

New Zealand

The Rural Land Investors

4
NEW ZEALAND RURAL LAND COMPANY

NZL: At a Glance - 31 December 2022

INTRODUCTION

$1.652

NAV per Share

+21.5%

12 Month NAV per Share Increase

$298.8m

Total Assets

$190.9m

Net Asset Value (NAV)

2.03cps

Final Dividend

(record date: Tuesday, 7 March 2023 / payment date: Friday, 10 March 2023)

-35.8%

*

Share Price Discount to NAV

3.4%

**

After Tax Dividend Yield

*Based on a share price of $1.06 as at 27 February 2023.

**Total dividend of 3.63 cps for the last 12 calendar months (1.60 cps 30 June 2022, 2.03 cps 31 December 2022) at a 28% tax rate and a share price of $1.06 as at 27 February 2023.

***Total tangible assets divided by total bank debt.

36.2%

***

Gearing

5
NEW ZEALAND RURAL LAND COMPANY

Asset and Portfolio Growth

NZL has total assets of $298.8m, composed

primarily of 11,710ha of premium rural land.

Independent valuations of NZL’s portfolio show

an increase of +0.94% in the six months from 1

July 2022 to 31 December 2022.

NZL: Highlights

NAV Growth

Net asset value per share has grown from $1.360

(at 31 December 2021) to $1.652 (at 31 December

2022) resulting in a 12 month NAV increase of

+21.5% The increase per share in the current

environment demonstrates the resilience and

quality of NZL’s portfolio especially considering

interest rate increases and the negative impact

they have had on commercial real estate

globally. A share price of $1.06 (27 February

2023), representing a -35.8% discount, offers a

compelling entry point for a quality, defensive

asset, with a strong rental income growth outlook.

Balance date change and valuations once again demonstrate the quality of NZL’s portfolio.

INTRODUCTION

Balance Date Change

NZL has changed its balance date to 31

December from 30 June each year. This is to

better align with the agricultural calendar.

6
NEW ZEALAND RURAL LAND COMPANY

SECTION 1

NZL FINANCIALS & RETURN METRICS FOR

PERIOD ENDING 31 DECEMBER 2022

7
NEW ZEALAND RURAL LAND COMPANY

NZL: Adjusted Funds From Operations (AFFO)

2.14cps

AFFO

2.70cps

FFO

95%

AFFO Payout Ratio

2.03cps

Total Dividend

**6 month period to 30 June 2022.

NZ$00031 December 2022

*

30 June 2022

**

Variance

Net Profit After Tax5,26536,457(31,192)

Adjusted for:

Unrealised Net Gain on Investment Properties(2,258)(35,342)(33,084)

Performance Fee Payable in Shares4954,115(3,620)

Unrealised Net Gain on Derivatives(671)(960)+289

Deferred Tax Expense / (Benefit)174(863)+1,037

Amortisation of Rent Free Incentives8888-

Amortisation of Lease Fee2531(6)

Funds from Operations (FFO)3,1183,526(408)

FFO per Share2.703.13(2.82)

Dividend Payout Ratio to FFO

Adjusted Funds from Operations

Incentives and Leasing Costs(315)(1,110)+795

Future Maintenance Capital Expenditure(329)(178)(151)

Adjusted Funds from Operations (AFFO)2,4742,238+236

Total Dividend2.031.60+0.43

Cash Dividend Payout Ratio as a % of AFFO95%95%-

1

FINANCIALS

AFFO is a proxy for free cash flow commonly used by REITs. AFFO is intended to provide investors with a clearer picture of the

company’s dividend paying ability.

Note: REIT - Real Estate Investment Trust, AFFO - Adjsuted Funds From Operations, FFO - Funds From Operations

*6 month period to 31 December 2022.

8
NEW ZEALAND RURAL LAND COMPANY

NZL: Profit & Loss Statement

NZ$00031 December 2022

*

30 June 2022

**

Variance

Gross Rental Income

Rental Income5,6815,307+374

Net Rental Income5,6815,307+374

Less Overhead Costs

Directors Fees(114)(114)-

Insurance(40)(40)-

Marketing Expenses(11)(1)+10

Management Fees(467)(331)+136

Professional and Consulting Fees(295)(148)+147

Performance Fee(495)(4,115)+3,620

Other Expenses(53)(38)+15

Total Overhead Costs(1,475)(4,787)(3,312)

Profit / (Loss) Before Net Finance Income, Other

Income and Income Tax

4,206250+3,956

Finance Income1,5901,522+68

Finance Expense(2,615)(1,520)+1,095

Net Finance Income(1,025)2(1,027)

Profit /(Loss) Before Other Income and Income Tax3,181252+2,929

Other Income

Change in Fair Value of Investment Property2,25835,342(33,084)

Profit / (Loss) Before Tax5,43935,594(30,155)

Income Tax Expense(174)863(1,037)

Profit / (Loss) and Total Comprehensive Income for the

Period

5,26536,457(31,192)

Earnings per Share (EPS)4.5936.6(32.01)

1

FINANCIALS

$5.27m

NPAT

4.59cps

EPS

**6 month period to 30 June 2022.

*6 month period to 31 December 2022.

9
NEW ZEALAND RURAL LAND COMPANY

NZL: Balance Sheet

NZ$00031 December 202230 June 2022Variance

Current Assets

Cash and Cash Equivalents1,9421,004+938

Trade and Other Receivables2691,411(1,142)

Current Tax Recievable1310+3

Total Current Assets2,2242,425(201)

Non-Current Assets

Investment Property267,360264,899+2,461

Deposit for Forestry Estate Acquisition6,294-+6,294

Loan receivable19,14418,554+590

Deferred Tax Assets9151,089(174)

Derivative Assets2,5061,792+714

Other Non-Current Assets377256+121

Total Non-Current Assets296,596286,590+10,006

Total Assets298,820289,015+9,805

Current Liabilities

Trade and Other Payables594923(329)

Income in Advance-579(579)

Borrowings1,968-+1,968

Other Current Liabilities319150+169

Total Current Liabilities2,8811,652+1,229

Non-Current Liabilities

Borrowings105,000100,768+4,232

Total Non-Current Liabilities105,000100,768+4,232

Total Liabilities107,881102,420+5,461

Net Assets190,939186,595+4,344

Total Equity190,939186,595+4,344

NAV per Share1.652

*

1.656

**

(0.004)

1

FINANCIALS

+$4.34m

Total Equity

+$9.81m

Total Assets

*Shares on issue as at 31 December 2022 - 115,601,570

**Shares on issue as at 30 June 2022 - 112,648,894

10
NEW ZEALAND RURAL LAND COMPANY

NZL: Debt Summary

2.4 Years

*

Weighted Average Term

to Expiry

5.6%

*

Weighted Average

Interest Cost

Key Metrics31 December 202230 June 2022

Debt Drawn ($m)107.0100.8

Debt to Total Assets36.1%35.2%

Interest Coverage Ratio2.4x3.4x

Weighted Average Term to Expiry (Years)2.42.8

Weighted Average Debt Cost5.6%4.7%

% of Debt Hedged39%40%

Total Debt Facilities Available ($m)107.0105.0

NZL Debt Facility Expiry Profile as at 31 December 2022

* As at 31 December 2022

** Gearing is calculated as: bank debt / total tangible assets

36.2%

*

Gearing

**

1

DEBT METRICS

Key Banking Partner

NZL has hedging arrangements in place for 39% of its total borrowings at an average all in cost of 4.5%. NZL’s remaining debt is

borrowed on a floating rate (BKBM plus bank margins) and the average all in cost of NZL’s floating debt as at 31 December 2022

was 6.3%. NZL’s weighted average interest cost (fixed and floating) is 5.6%.

43%

29%

28%

0%

10%

20%

30%

40%

50%

1/01/20231/01/20241/01/20251/01/20261/01/2027

Tranche ATrance BTranche C

11
NEW ZEALAND RURAL LAND COMPANY

1.250

1.360

1.652

$1.00

$1.10

$1.20

$1.30

$1.40

$1.50

$1.60

$1.70

IPO as at 21 Dec 202031-Dec-2131-Dec-22

Net Asset Value Per Share

NZL: Total Returns

Dividends per Share Since Listing

Since listing on the NZX, 21 December 2020, NZL has delivered total returns (NAV per share growth plus dividends) of +36.7%.

NZL declared an inaugural dividend of 2.01cps on 31 December 2021. For the 12 months from 1 January 2022 to 31 December 2022

NZL declared 3.63cps in total dividends (1.60cps as at 30 June 2022 and 2.03cps as at 31 December 2022).

NZL’s audited NAV/sh increased +21.5% in the 12 month period to 31 December 2022.

Since listing on the NZX, 21 December 2020, NZL’s audited NAV/sh has increased at a compound annual growth rate (CAGR)

approximately +15% per annum

*

.

*This NAV growth has been achieved alongside an expansion of capital base from 60,600,000 shares on issue at IPO to 115,601,570 on issue as at 31 December 2022.

** Adjusted to reflect the change in balance date from 30 June 2022 to 31 December 2022.

*** Declared dividend for 6 months ending 31 December 2022.

1

TOTAL RETURNS

NZL Audited NAV Performance Since Listing

+8.8%

+21.5%

2.01

1.60

2.03***

-

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

31-Dec-21FY22**

31-Dec-211HY22**2HY22**

12
NEW ZEALAND RURAL LAND COMPANY

SECTION 2

NZL PORTFOLIO OVERVIEW

AS AT 31 DECEMBER 2022

13
NEW ZEALAND RURAL LAND COMPANY

NZL: Portfolio Overview

1

WALT is weighted by lease value.

2

One of our tenants leases farms in both Canterbury and North Otago.

RegionOtagoCanterburySouthlandTotal

Land Area (ha)

3,9916,3331,38611,710

Rural Asset Class

Pastoral FarmsPastoral FarmsPastoral FarmsPastoral Farms

Current Use

DairyDairyDairyDairy

WALT (years)

1

8.69.39.29.0

# Tenants

2337

2

Occupancy

100%100%100%100%

2

PORTFOLIO OVERVIEW

14
NEW ZEALAND RURAL LAND COMPANY

NZL: Tenant Concentration, Lease Profile & Lease Overview

Tenant Concentration as % of Lease Value

NZL expects tenant diversification to increase as it continues to grow its asset base.

NZL’s Weighted Average Lease Term (WALT) is currently 9.0 years* (100% occupancy).

NZL’s leases all have three, six and nine year uncapped CPI increases with tenant rights of renewal in years 10 or 11.

All leases are triple net leases, tenants are responsible for all repair and maintenance costs.

0.0

2.0

4.0

6.0

8.0

10.0

12.0

FY22FY23FY24FY25FY26FY27FY28FY29FY30FY31FY32FY33

$m

Tenancy 1Tenancy 2Tenancy 3Tenancy 4Tenancy 5Tenancy 6Tenancy 7

10%

31%

11%

4%

31%

9%

4%

Tenancy 1Tenancy 2Tenancy 3Tenancy 4Tenancy 5Tenancy 6Tenancy 7

Lease Expiry Profile by Value

* As at 27 February 2023

2

PORTFOLIO OVERVIEW

15
NEW ZEALAND RURAL LAND COMPANY

SECTION 3

NZL OPERATIONAL UPDATE &

OUTLOOK

16
NEW ZEALAND RURAL LAND COMPANY

NZL: Operational Update

3

OPERATIONAL UPDATE

NZL has mandated Perella Weinberg Partners LP (PWP) to assist us in identifying a potential capital partner to support our long-

term strategic growth objective of establishing the leading diversified agroforestry landlord platform of scale in New Zealand. PWP

is a New York based independent financial advisory firm focused on providing strategic, financial, and tactical advice in connection

with complex M&A and capital solutions situations. PWP is taking a bespoke approach to identify the appropriate partner, who

must meet specific criteria that closely align with our values and strategic mission.

NZL has changed its balance date from 30 June to 31 December. This is to better align the company with the timing of the rural

land market.

NZL continues to work on mapping its current portfolio for marginal land (approx 171 ha) which can be enhanced with replanting

and a programme to increase biodiversity. This is in the final stages of completion and NZL then plans to begin an implementation

programme in FY23 and FY24.

All NZL tenants remain compliant with NZL’s key tenant covenants. There have been no major health and safety events with our

tenants.

NZL’s properties were unaffected by the recent storms in New Zealand (the forestry acquisition was also unaffected).

17
NEW ZEALAND RURAL LAND COMPANY

NZL: Outlook

NZL’s leases incorporate regular, uncapped, CPI reviews. Accordingly, high inflation will result in rental growth. Furthermore, NZL is

insulated from inflation-impacted (and all other operational) on-farm costs by owning only the land.

NZL’s previous FY23 AFFO forecast was between $4.9m and $5.4m (1 July 2022 - 30 June 2023), without the forestry acquisition

(announced 21 October 2022, https://www.nzrlc.co.nz/nzx-announcements) on a like-for-like basis, NZL would remain within this

range.

Post forestry acquisition in April 2023 NZL’s AFFO for FY23 (1 January 2023 to 31 December 2023) is forecast to be between

$6.0m and $6.5m with FY24 AFFO forecast to be between $8.0m and $8.5m

**

.

FY23 after tax dividend yield post forestry acquisition is forecast to be between 4.0 cps and 4.5 cps while FY24 after tax dividend

yield is forecast to be between 5.0 cps and 5.5 cps.

From 1 July 2024, NZL will start to see the positive impact of inflation with approximately 55% of the portfolio (by lease income) due

for CPI rental review. CPI accumulated since the leases began (1 June 2021) totals +12.6% to 31 December 2022 and is forecast by

the market to be more than +18.0% for the three years to 30 June 2024.

NZL has interest rate hedging arrangements in place for 39% of its total borrowings at an average all in cost of 4.5%

*

. NZL’s

remaining debt is borrowed on a floating rate (BKBM plus bank margins) and the average all in cost of NZL’s floating debt as at 27

February 2023 is 6.5%. NZL’s weighted average interest cost (fixed and floating) is 5.6%.

3

OUTLOOK

*as at 27 February 2023

**AFFO forecasts assume that NZL acquires 100% of the forest estate.

18
NEW ZEALAND RURAL LAND COMPANY

Sector:Description:Timeframe:

NZ’s environment provides for a wide variety of forestry and tree based

carbon sequestration due to its natural advantages in soil, climate and

rainfall.

First transaction

announced.

NZ’s environment suits dairy farming and has a lower cost of production,

in an environment of growing demand.

Existing

ownership

A growing demand supported by supportive government policies and

decreasing costs of renewable energy construction provides attractive

alternative land use.

Near-term

horizon

Eggs are highly nutritious and relatively low cost food which New

Zealand has a competitive advantage in producing, due to its suitability

for free range and local production of feed, both of which have lower

carbon footprints than more intensive operations.

Near-term

horizon

New Zealand’s maritime climate, fertile soils and elongated geography

allow for regional wine variations including Pinot Noir and Sauvignon

Blanc. We believe forecast macro trends will provide for more favourable

future acquisition pricing in the sector.

Medium-term

horizon

New Zealand’s climate and soil allows for the production of a range of

high quality produce with Kiwifruit the largest crop. NZL considers that

the sector is largely fully priced but continues to monitor opportunities

as they arise.

Medium-term

horizon

NZL: Outlook - Creating a Diversified Rural Land Portfolio Over Time

Portfolio Construction:

NZL’s initial focus has been

on acquiring New Zealand

pastoral properties.

Intention is to expand focus

to other New Zealand

primary sectors, particularly

as investment opportunities

arise in horticulture,

viticulture and forestry as well

as sheep and beef.

Subsector focus as at March

2023 is as follows:

Target Rural Land Asset Classes:

GREENENERGY

D

AIRY

POUL

TRY

VITICUL

TURE

HORTICUL

TURE

FORESTRY

KEY

CURRENTLY

MOST

DESIRABLE

CURRENTLY

LEAST

DESIRABLE

As NZL grows it will continue

to diversify its portfolio and tenants

while delivering attractive

risk-adjusted returns.

3

OUTLOOK

19
NEW ZEALAND RURAL LAND COMPANY

NZL: Summary

NZL provides investors with exposure to:

*Based on the closing share price of $1.06 as at 27 February 2023

Favourable Industry

Dynamics

A Proven Value Add

Acquirer of Land

Attractive Total ReturnsHigh Quality Tenants

with attractive WALT

A Significant Growth

Opportunity

Rising global demand for

key commodities and food

vs declining availability of

productive land.

Increasing scarcity of

productive land globally is

mirrored in New Zealand.

New Zealand is one of the

world’s lowest-cost and

lowest-carbon emitting

producers of protein, fibre

and timber in the world.

Successfully acquired 11,710

hectares of pastoral farm

land over the past two

years.

NAV per share increased

from $1.360 (30 December

2021) to $1.652 as at 31

December 2022. This

represents an annual

increase in NAV of +21.5%

and a two-year CAGR

approximately +15%.

NAV growth has been

achieved alongside an

expansion to capital base

from 60.6m shares on

issue at IPO to ~115.6m

shares on issue as at 31

December 2022.

NAV has grown by +32.2%

since NZL’s IPO a CAGR

of approximately +15% per

annum.

NZL has paid/declared

a total of 5.64 cps in

dividends since listing with

the most recently declared

dividend (2.03 cps) +26.9%

higher than that paid for

the six months ended

30 June 2022 (1.60 cps).

NZL continues to provide

predictable, growing and

inflation adjusted long-term

dividend income from long-

term leases.

Currently trading at a

-35.8% discount to audited

NAV as at 27 February

2023

*

NZL represents

attractive buying.

All tenants have significant

operating experience,

strong balance sheets

and robust governance

frameworks.

9.0 year WALT (by value).

NZL provides unique

investment exposure as it

is currently the only pure-

play listed exposure to

New Zealand rural land.

NZL provides inflation

hedging and stable income

via CPI-linked leases

(uncapped).

NZL’s strategy is to

continue to grow its

portfolio, both in dairy

and other attractive

agricultural opportunities,

to ultimately provide scale

and diversified exposure to

high quality New Zealand

rural land.

NEW ZEALAND

Rural Land Co

3

SUMMARY

20
NEW ZEALAND RURAL LAND COMPANY

APPENDIX 1

NZL COMPANY STRUCTURE & OWNERSHIP,

INDEX INCLUSIONS, RESEARCH COVERAGE

AND INVESTOR RELATIONS CONTACTS

21
NEW ZEALAND RURAL LAND COMPANY

NZL: Key People

ROB CAMPBELL

Independent Chair

Chair – EPA NZ

Chancellor - AUT

Chair - Health NZ

Chair - Ara Ake

CHRISTOPHER SWASBROOK

Non-Independent Director

Managing Director – Elevation Capital Mgmt Limited

Board Member – Financial Markets Authority (FMA)

Member - NZX Lisiting Sub Committee

Director – Allied Farmers, Bethunes Investments Limited,

McCashin’s Brewery Limited, Ruapehu Alpine Lifts

Limited, Swasbrook Securities Limited and Swimtastic

Limited

Previously a Partner of Goldman Sachs JBWere Pty

Limited & Co-Head of Institutional Equities at Goldman

Sachs JBWere (NZ) Limited

SARAH KENNEDY

Independent Director

Director - Comvita NZ

CEO - Calocurb Limited

Previously CEO - Designer Textiles

International

Previously Vice President International

Farming - Fonterra

Previously CEO / Member of the Board

of Directors - Vitaco Health Limited

Previously CEO - Healtheries of New

Zealand Ltd

TIA GREENAWAY

Independent Director

Hailing from Ngāti Tūwharetoa and

Waikato-Tainui

Leads the Rautaki Māori team for He Pou

a Rangi - Climate Change Commission

Various roles on Iwi and Ahu Whenua

Trusts and Committees

Bachelor of Music

Masters in Professional Accounting

Chartered Accountants ANZ

SHELLEY RUHA

Director

Director - Heartland Bank

Director - Allied Farmers

Director - Icehouse

Director - 9 Spokes

Previously - BNZ Senior Management Team and leader of BNZ

Partners

RICHARD MILSOM

Executive Director & Founder

Consultant - Elevation Capital Management Limited

CEO – Bellevue Enterprises Limited – Bovine & Porcine Genetic

Improvement & Sustainable Pork Production Company

Director - W2 Dairies

INFINZ Emerging Leader 2017

HAYDEN DILLON

Founder & Consultant

Managing Partner Findex (Waikato) & Head of Agribusiness New

Zealand for Findex.

Independent Director - Williams Holdings Limited

Independent Director - Aquila Sustainable Farms Limited and

associated Limited Partner Farms.

Independent Director Rowing New Zealand.

Trustee - South Waikato Investment Fund

Chairman - Bioceta Limited

Previously - Senior Partner Bank Of New Zealand – Waikato

Previously - Corporate Relationship Manager Food Fibre &

Beverage National Australia Bank - Melbourne

Fellow FINSIA

RURAL PROPERTY MANAGER

Rural Property Manager

RURAL VALUER

Independent Consultant

XAVIER LYNCH

Corporate Development Manager

Executive, Corporate Finance - Bancorp Merchant Bankers

Senior Analyst, Corporate Finance - Deloitte New Zealand

Analyst - Todd Property Group

Investment Analyst - Crown Irrigation Investments Limited

CHRISTOPHER SWASBROOK

Founder & Consultant

See above.

AGRICULTURAL ENVIRONMENTAL SPECIALIST

Independent Consultant

FARM CONSULTANT

Independent Consultant

New Zealand Rural Land Co

The Rural Land Investors

New Zealand Rural Land Management

1

APPENDIX

22
NEW ZEALAND RURAL LAND COMPANY

NZL: Director & Manager Ownership Interests

# Shares

Clyde & Rena Holland10,089,278

Elevation Capital Management Limited7,285,998*7,285,998*

Allied Farmers Limited4,200,0004,200,000

Christopher Swasbrook2,853,958**2,853,958**

Rob Campbell477,984

Richard Milsom 357,571

Hayden Dillon 272,023

Shelley Ruha80,000

Sarah Kennedy40,678

Tia Greenaway6,102

Total25,663,592

% of Total Shares on Issue ***22.2%

All Directors of NZL and all Directors and Shareholders of the Manager are investors in NZL. As at 31 December 2022 these

holdings total:

* Elevation Capital Management Limited has clients that hold 7,285,998 shares. Elevation Capital Management Limited does not have discretion on these holdings.

** Elevation Capital Management Limited (Christopher Swasbrook) holds 340,000 NZL shares directly and has discretion (but a non-beneficial interest) for 2,101,500 shares.

***Total number of shares on issue is 115,601,570 as at 20 January 2023.

1

APPENDIX

23
NEW ZEALAND RURAL LAND COMPANY

NZL: Foreign Ownership Rules & Levels

New Zealand buyer

NZL is highly advantaged

because it is a

New Zealand buyer

of rural land

Current Listed Company

foreign ownership rules

Under the Overseas Investment

Amendment Act 2021, NZL

can have foreign domiciled

shareholders of up to 49.9% of its

share register (subject to certain

share parcel restrictions). Private

companies in NZ are limited to

less than 25%.

Current NZL Foreign

ownership

As at 31 December 2022,

NZL had foreign domiciled

shareholders amounting to

~22.41% of its share register.

1

APPENDIX

24
NEW ZEALAND RURAL LAND COMPANY

NZL Index Inclusions and Broker Research Coverage

FTSE Global Micro Cap IndexS&P / NZX All Real Estate Index

Broker Research Coverage

Kieran Carling

kieran.carling@craigsip.com

Nicholas Hill

nicholas.hill@craigsip.com

Arie Dekker

arie.dekker@jarden.co.nz

Index Inclusions

1

APPENDIX

25
NEW ZEALAND RURAL LAND COMPANY

NZL: Investor Relations Contacts

Christopher Swasbrook

chris@nzrlc.co.nz

+64 21 928 262

Level 4, The Blade

12 St Marks Road

Remuera

Auckland 1050

New Zealand

Richard Milsom

richard@nzrlm.co.nz

+64 21 274 2476

Level 4, The Blade

12 St Marks Road

Remuera

Auckland 1050

New Zealand

1

APPENDIX

v
New Zealand Rural Land Company

Level 4, 12 St Marks Road

Remuera

Auckland 1050

New Zealand

+64 9 379 6493

info@nzrlc.co.nz

www.nzrlc.co.nz


nzrlc

nzrlc

listed on:

Rural Land Co

New Zealand

The Rural Land Investors

---

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 New Zealand Rural Land Company

Reporting Period 6 months to 31 December 2022

Previous Reporting Period 12 months to 30 June 2022

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$7,271 -38%

Total Revenue $7,271 -38%

Net profit/(loss) from

continuing operations

$5,265 -87%

Total net profit/(loss) $5,265 -87%

Interim/Final Dividend

Amount per Quoted Equity

Security

$ 0.0203

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date 07/03/2023

Dividend Payment Date 10/03/2023

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$1.6221 $1.6309

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

See attached Audited Financial Statements for the six months

ended 31 December 2022.

Authority for this announcement

Name of person


authorised

to make this announcement

Christopher Swasbrook

Contact person for this

announcement

Christopher Swasbrook

Contact phone number 021 928 262

Contact email address chris@nzrlc.co.nz

Date of release through MAP


01/03/2023


Audited financial statements accompany this announcement.

---

Distribution Notice

Updated as at 18 December 2019


14391576_1




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


Section 1: Issuer information

Name of issuer New Zealand Rural Land Company Limited

Financial product name/description Ordinary Shares

NZX ticker code NZL

ISIN (If unknown, check on NZX

website)

NZNZLE0001S2

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 7 March 2023 (5pm)

Ex-Date (one business day before the

Record Date)

6 March 2023

Payment date 10 March 2023

Total monies associated with the

distribution

1


$2,346,712

Source of distribution (for example,

retained earnings)

Retained earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.02030000

Gross taxable amount

3

$0.00000000

Total cash distribution

4

$0.02030000

Excluded amount (applicable to listed

PIEs)

$0.02030000

Supplementary distribution amount $0.00000000

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed

Partial imputation

No imputation

If fully or partially imputed, please

state imputation rate as % applied

6


% N/A


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.

6

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



Imputation tax credits per financial

product

$ N/A

Resident Withholding Tax per

financial product

$ N/A

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

DRP % discount (if any)

N/A

Start date and end date for

determining market price for DRP

N/A N/A

Date strike price to be announced (if

not available at this time)

N/A

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

N/A

DRP strike price per financial product

N/A

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

N/A

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Christopher Swasbrook

Contact person for this

announcement

Christopher Swasbrook

Contact phone number 021 928 262

Contact email address chris@nzrlc.co.nz

Date of release through MAP


01/03/2023

---

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz

1 March 2023

New Zealand Rural Land Company (NZL.NZX) FY22 Results Demonstrate Resilience

New Zealand Rural Land Co (NZX: NZL) has recorded a net profit after tax of $5.3M for the financial year ended 31

December 2022 along with a further increase in the value of its property portfolio.

The results cover the period 1 July 2022 – 31 December 2022, following a change in NZL’s balance date to 31

December (from 30 June).

NZL currently owns 11,710 hectares (28,963 acres) of high quality productive rural land in New Zealand which

is fully tenanted on long-term leases with regular CPI adjustment provisions. NZL generates shareholder value

through a combination of asset value appreciation and cash flows from its long-term leases.

NZL’s portfolio increased in value by +0.94% in the six months to 31 December 2022 which demonstrates the

resilience and quality of NZL’s portfolio in an uncertain macroeconomic environment which is putting downward

pressure on the value of many other assets.

Since listing on the NZX on 21 December 2020, NZL’s audited NAV per share has increased at a cumulative

annual growth rate of approximately +15% per annum.

Results Summary: Year Ending 31 December 2022

A detailed results presentation is available at: https://www.nzrlc.co.nz/reports-presentations

31 December 2022*30 June 2022**Change

Total Assets$298.8M


$289.0M+$9.8M

Total Liabilities$107.9M


$102.4M+$5.5M

Net Profit After Tax$5.3M$36.5M-$31.2M

AFFO

1

$2.5M$2.2M+$0.2M

Dividend (cents per share)2.03 cps1.60 cps+0.43 cps

Net Assets$190.9M$186.6M+$4.3M

Net Asset Value per Share$1.652$1.656-$0.004

Number of Shares on Issue115.6M112.6M+3.0M

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz

Forestry Estate Acquisition and Capital Raise Announcement

On 21 October 2022, NZL announced it had entered into an agreement to acquire up to 100% of a forestry estate

located in Manawatū-Whanganui in the North Island. The estate is comprised of five individual properties with a

total area of approximately 2,383ha.

NZL’s cost to acquire 100% of the estate is approximately $63.7m (subject to final costs), with a settlement date of

15 April 2023. The entire estate will be leased to New Zealand Forest Leasing (NZFL) for a period of 20 years.

Post forest acquisition, NZL will own 14,093 hectares of rural land with a 12.1 year weighted average lease term (by

value), with 100% occupancy across eight tenants. From completion of this transaction NZL forecasts an increase

to its FY23 and FY24 dividend per share of +3.7% and +17.4% respectively, an increase in NZL’s weighted average

lease term by +34.4% and material growth in the scale and diversity of NZL’s asset and tenant base.

At the time of announcing the acquisition, NZL said the purchase would be funded through a combination of debt

and equity.

NZL has spent considerable time assessing funding options for the acquisition that would be in the best interests

of shareholders.

The most earnings and dividend accretive option in the time available is to purchase 100% of the forest funded via

a 1:3 pro-rata rights issue at a cost of $1.00 per share, to raise approximately $38.5M. The Offer will open today to

institutional investors and then the retail component of the Offer opens next Monday, 6 March 2023.

For every 3 new Shares allotted to investors under the Offer, NZL will also allot 1 warrant for no additional

consideration. Each Warrant gives its holder the right, but not the obligation, to subscribe for one additional

ordinary share in NZL on or before the expiry date (30 November 2025) for an exercise price of NZD$1.20.

Application has been made to quote the warrants on the NZX Main Board and this is expected to occur on

Thursday, 23 March 2023, under the ticker code “NZLWA”.

In addition, $25.2M further debt will be raised via Rabobank, with total facility limits expected to increase to

approximately $131.0m.

NZL has received indications of interest from a recent European Roadshow in Germany, Luxembourg and

Switzerland which provides the Board of NZL with confidence that should shareholders not wish to take up their

rights in NZL that the Company can access capital, expand its asset base as planned and further broaden its share

register.

A detailed forestry acquisition and equity raising presentation is available at: https://www.nzrlc.co.nz/reports-

presentations

Dividend

NZL will pay a half year dividend of 2.03 cps for the period 1 July – 31 December 2022. An increase of +27% on

the previous six month period (1 January 2022 - 30 June 2022).

The dividend will be paid on Friday, 10 March 2023, with a record date of Tuesday, 7 March 2023. There will be no

Dividend Reinvestment Plan (DRP) offered for this dividend.

NZL is currently forecasting dividends as follows for FY23 (for the year ending 31 December 2023) and FY24 (for

the year ending 31 December 2024):

*6 month period from 1 July 2022 to 31 December 2022.

**6 month period from 1 January 2022 to 30 June 2022.

***Based on the rights offer price of $1.00

1

AFFO is a proxy for free cash flow commonly used by real estate investment trusts. AFFO is intended to provide investors with a clearer picture of

the company’s dividend paying ability

FY23FY24

Net Dividend4.0 - 4.5 cps5.0 - 5.5cps

Net Dividend Yield

***

4.0% - 4.5% 5.0% - 5.5%

The Blade, Level 4, 12 St Marks Road, Remuera, Auckland, 1050, New Zealand | +64 9 379 6493
www.nzrlc.co.nz

Nil Impact from Extreme Weather Events

New Zealand has had a series of extreme weather events in the last month. NZL’s properties have been

unaffected and the forestry acquisition was also unscathed.

Outlook

NZL’s strategy is to own quality rural land in New Zealand, grow and diversify its portfolio while delivering

attractive risk-adjusted returns.

NZL’s leases incorporate regular, uncapped, CPI reviews. That means higher inflation results in higher than

anticipated rental growth. And NZL is insulated from inflation-impacted and all other operational on-farm costs by

owning only the land.

Post the forestry acquisition NZL forecasts FY23 AFFO of between $6.0m and $6.5m and FY24 AFFO rising to

$8.0m to $8.5m. NZL has hedging arrangements in place for 39% of its total borrowings at an average all in cost

of 4.5%. NZL’s remaining debt is borrowed on a floating rate at an average all in cost of 6.3%. NZL’s weighted

average interest cost (fixed and floating) is 5.6%.

From 1 July 2024, NZL will start to see the positive impact of rental growth with approximately 55% of the portfolio

(by lease income) due for CPI review. These reviews are CPI-indexed. CPI accumulated since the leases began (1

June 2021) totals +12.6% to 31 December 2022 and is forecast by the market to be more than +18% for the three

years to 30 June 2024.

The outlook for NZL remains extremely positive, NZL continues discussions with international investors via Perella

Weinberg Partners in New York and NZL Director Christopher Swasbrook who is leading a European investor

expansion programme for the company.

Rob Campbell

Chair

For further information please contact:

Richard Milsom

Mobile: 021 274 2476

Email: richard@nzrlm.co.nz

or

Christopher Swasbrook

Mobile: 021 928 262

Email: chris@nzrlc.co.nz

---

New Zealand Rural Land Company Limited and its subsidiaries
For the 6 months ended 31 December 2022

Consolidated Financial Statements

New Zealand Rural Land Company Limited and its subsidiaries
Directors' responsibility statement

For and on behalf of the Board

DirectorDirector

The Board of Directors of New Zealand Rural Land Company Limited authorised the financial statements for issue on 28 February

2023.

The directors are pleased to present the financial statements of New Zealand Rural Land Company Limited and its subsidiaries for the

financial period ended 31 December 2022.

2

New Zealand Rural Land Company Limited and its subsidiaries
For the 6 month period ended 31 December 2022

Notes

$'000$'000

Gross rental income

Rental income75,681 8,215

Net rental income5,681 8,215

Less overhead costs

Directors fees(114)(217)

Insurance(40)(80)

Marketing expenses(11)(1)

Management fees20(467)(632)

Professional and consulting fees(295)(456)

Performance fee20(495)(4,115)

Other expenses(53)(85)

Total overhead costs(1,475)(5,586)

Profit before net finance (expense) / income, other income and income tax4,206 2,629

Finance income1,590 3,550

Finance expense(2,615)(2,408)

Net finance (expense) / income8(1,025)1,142

Profit before other income and income tax3,181 3,771

Other income

Change in fair value of investment property52,258 35,342

Profit before tax5,439 39,113

Income tax (expense) / benefit9.1(174)567

Profit and total comprehensive income for the period5,265 39,680

CentsCents

Basic and diluted earnings per share254.59 42.43

Consolidated statement of comprehensive income

12 month period

ended 30 June

2022

6 month

period ended

31 December

2022

These financial statements are to be read in conjunction with the accompanying notes

3

New Zealand Rural Land Company Limited and its subsidiaries
Consolidated statement of financial position

At 31 December 2022

31 December

2022

30 June 2022

Notes

$'000$'000

Current assets

Cash and cash equivalents101,942 1,004

Trade and other receivables11269 1,411

Current tax receivable13 10

Total current assets2,224 2,425

Non-current assets

Investment property5267,360 264,899

Deposit for forestry estate acquisition66,294 -

Loan receivable1219,144 18,554

Deferred tax assets9.2915 1,089

Derivative assets132,506 1,792

Other non-current assets377 256

Total non-current assets296,596 286,590

Total assets298,820 289,015

Current liabilities

Trade and other payables14594 923

Income in advance- 579

Borrowings151,968 -

Other current liabilities319 150

Total current liabilities2,881 1,652

Non-current liabilities

Borrowings15105,000 100,768

Total non-current liabilities105,000 100,768

Total liabilities107,881 102,420

Net assets190,939 186,595

Share capital16134,180 129,632

Share based payment reserve18495 4,115

Retained earnings56,264 52,848

Total equity190,939 186,595

$$

Net Assets Value (NAV) per share22.21.6517 1.6564

Net Tangible Assets (NTA) per share22.21.6221 1.6309

These financial statements are to be read in conjunction with the accompanying notes

4

New Zealand Rural Land Company Limited and its subsidiaries
Consolidated statement of changes in equity

For the 6 months ended 31 December 2022

Notes

$'000$'000$'000

$'000

Balance at 1 July 2021

93,514 1,625 15,115 110,254

Comprehensive Income

Profit for the period- - 39,680 39,680

Total comprehensive income- - 39,680 39,680

Transactions with shareholders

Contributed capital1634,852 - - 34,852

Transaction costs16(551)- - (551)

Performance fee issued in ordinary shares161,625 (1,625)- -

Performance fee payable in ordinary shares18- 4,115 - 4,115

Dividends paid17- - (1,947)(1,947)

Dividend reinvestment plan issues17192 - - 192

Balance at 30 June 2022

129,632 4,115 52,848 186,595

Comprehensive Income

Profit for the period- - 5,265 5,265

Total comprehensive income

- - 5,265 5,265

Transactions with shareholders

Contributed capital16476 - - 476

Transaction costs16

(43)- - (43)

Performance fee issued in ordinary shares16

4,115 (4,115)- -

Performance fee payable in ordinary shares18- 495 - 495

Dividends paid17- - (1,849)(1,849)

Balance at 31 December 2022

134,180 495 56,264 190,939

Share capital

Retained

earnings

Total

Share based

payment

reserve

These financial statements are to be read in conjunction with the accompanying notes

5

New Zealand Rural Land Company Limited and its subsidiaries
Consolidated statement of cash flows

For the 6 months ended 31 December 2022

Notes

$'000

$'000

Cash flows from operating activities

Lease income received

5,887 6,505

Payments to suppliers

(271) (394)

Management fees paid

(377) (663)

Income taxes (paid) / received

(3) 12

Interest paid

(3,041) (1,890)

Interest received

329 599

Net cash generated by operating activities2,524 4,169

Cash flows from investing activities

Payments for investment properties

- (90,492)

Payments for deposit for forestry acquisition

6 (6,294) -

Payments for leasehold improvements

(121) (181)

Payment for loan receivable- (12,018)

Net cash used in investing activities(6,415)(102,691)

Cash flows from financing activities

Proceeds from issue of ordinary shares521 34,822

Payment of transaction costs on issue of ordinary shares(43) (551)

Dividends paid(1,849) (1,755)

Proceeds from borrowings6,200 60,768

Repayment of borrowings- (14,254)

Net cash generated by financing activities4,829 79,030

Net increase / (decrease) in cash and cash equivalents938 (19,492)

Cash and cash equivalents beginning of the period1,004 20,496

Cash and cash equivalents at the end of the period101,942 1,004

6 month period

ended 31

December 2022

12 month

period ended 30

June 2022

These financial statements are to be read in conjunction with the accompanying notes

6

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

1Reporting entity

2Basis of preparation

2.1Statement of compliance and reporting framework

2.2

Functional and presentation currency

2.3Basis of measurement

Revenue, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST) except:



These financial statements are for the 6 month period ending 31 December 2022. The comparative period is the 12 month period ended

30 June 2022. The Group changed its balance date from 30 June to 31 December in the period to best align with the dairy farming

financial year.

for receivables and payables which are recognised inclusive of GST (the net amount of GST recoverable from or payable to the

taxation authority is included as part of receivables or payables).

New Zealand Rural Land Company Limited and its subsidiaries

The consolidated financial statements for New Zealand Rural Land Company Limited (the "Company" or "Parent") and its subsidiary (the

"Group") are for the economic entity comprising the Company and its subsidiary. The Group's principal activity is investment in New

Zealand rural farmland.

where the amount of GST incurred is not recovered from the taxation authority, it is recognised as part of the cost of

acquisition of an asset or as part of an item of expense; or

The Company is incorporated in New Zealand and registered under the Companies Act 1993. The Company is an FMC reporting entity for

the purposes of the Financial Markets Conduct Act 2013 and the Financial Reporting Act 2013. The Company was incorporated on 11

September 2020 and is domiciled in New Zealand. The Company is listed on the New Zealand Stock Exchange (NZX Limited) with ordinary

shares listed on the NZX Main Board. The address of the Company's registered office is 50 Customhouse Quay, Wellington Central,

Wellington, New Zealand.

These financial statements are presented in New Zealand dollars, which is the Group's functional currency. All amounts have been

rounded to the nearest thousand, unless otherwise stated.

The financial statements have been prepared on the historical cost basis except for derivative financial instruments and investment

properties which are measured at fair value.

The Group has adopted External Reporting Board Standard A1 Accounting Standards Framework (For-profit Entities Update) (XRB A1).

The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice ("NZ GAAP") and

the Financial Markets Conduct Act 2013. They comply with New Zealand equivalents to International Financial Reporting Standards ("NZ

IFRS") and other applicable Financial Reporting Standards, as appropriate. These financial statements comply with International Financial

Reporting Standards ("IFRS") as published by the International Accounting Standards Board. For the purposes of complying with NZ GAAP,

the Group is a for-profit entity. These financial statements have been prepared in accordance with the requirements of the Companies

Act 1993 and on a going concern basis (note 6).

7

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

2.4Basis of consolidation




2.5Financial instruments

Financial assets - Derecognition of financial assets

Financial assets - Impairment of financial assets

Financial instruments are classified into the following specified categories: ‘fair value through profit or loss' (FVTPL), and 'at amortised

cost'. The classification depends on the business model and nature of the cash flows of the financial instrument and is determined at the

time of initial recognition.

is exposed, or has rights, to variable returns from its involvement with the investee; and

has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more

of the three elements of control listed above.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control

of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the

consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when

the Company ceases to control the subsidiary.

When necessary, adjustments are made to the financial statements of a subsidiary to bring their accounting policies into line with the

Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are

eliminated in full on consolidation.

has power over the investee;

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and

its subsidiary. Control is achieved when the Company:

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.

The Group’s financial assets consist of cash, trade receivables, derivatives and loan receivable.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the

financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor

retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its

retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and

rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a

collateralised borrowing for the proceeds received.

Impairment of financial assets are recorded through a loss allowance account (bad debt provision). The amount of the loss allowance is

based on the simplified Expected Credit Loss (ECL) approach which involves the Group estimating the lifetime ECL at each balance date.

The lifetime ECL is calculated using a provision matrix based on historical credit loss experience and adjusted for forward looking factors

specific to the debtors and the economic environment.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the

acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through

profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial

recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit

or loss are recognised immediately in profit or loss.

8

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

2.5Financial instruments (continued)

Financial liabilities - Amortised cost

Financial liabilities - Derecognition of financial liabilities

3

Critical accounting estimates and judgements

• Fair valuation of investment property (note 5)

• Deferred tax on investment property (note 9.2)

• Recognition of loan receivable (note 12)

3.1

Fair value estimation



• Level 3 inputs are unobservable inputs for the asset or liability.

The preparation of these financial statements requires management to make estimates and assumptions. These affect the amounts of

reported revenue and expense and the measurement of assets and liabilities. Actual results could differ from these estimates. The

principal areas of judgement and estimation in these financial statements are:

The carrying value of all other financial assets and liabilities held at amortised cost reasonably approximates the fair value due to the

short term nature of the financial instruments.

Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the

inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are

determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For financial reporting

purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value

measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as

follows:

Financial liabilities at amortised cost (including borrowings, related party payables and trade and other payables) are initially recognised

at fair value and subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over

the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and

points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts)

through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial

recognition.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation

technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if

market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value

for measurement and/or disclosure purposes in these financial statements is determined on such a basis.

The Group’s assets and liabilities that are measured at fair value are investment property and derivative financial instruments. Investment

property is measured using level 3 valuation techniques as further detailed in Note 5.

Derivative financial instruments are measured using level 2 valuation techniques, which is based on inputs other than quoted prices in an

active market that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). This

valuation technique maximises the use of observable market data where it is available and relies as little as possible on entity specific

estimates. The derivatives are valued based on the mark to market valuations of the interest rate swaps on 31 December 2022.

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the

measurement date;

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or

liability, either directly or indirectly; and

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or they expire. The

difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in

profit or loss.

9

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

4

Segment information

5

Investment properties

Fair value of rural land investment properties:

31 December 2022

Land area

Opening

balance

Additions ¹

Lease fee

amortisation

Capitalised

lease

incentive ²

Revaluation

gain

Carrying value

Hectares$'000$'000$'000$'000$'000$'000

Canterbury

5,765

139,808 -(4) (89) 1,172140,887

Otago3,50080,138-(2) -65080,786

Southland

1,386

44,953 -(18) 316 43645,687

Fair value of investment properties264,899 -(24) 227 2,258 267,360

¹

²

Property valuations will be carried out at least annually by independent registered valuers.

Investment property is initially measured at cost and subsequently measured at fair value with any change therein recognised in profit or

loss. Any gain or loss arising from a change in fair value is recognised in profit or loss.

The Group operates in one business segment being New Zealand rural land.

Included in the Group's total rental income, more than 10% was received from four significant customers, Performance Livestock Limited,

Sustainable Grass Limited, Performance Dairy Limited, and WHL Capital Limited. The total rental income derived in the 6 month period

ended 31 December 2022 from these customers was $0.679 million, $0.584 million, $1.547 million, and $1.824 million respectively (year

ended 30 June 2022: $1.358 million, $1.167 million, $3.095 million, and $2.029 million respectively). No other single customer

contributed 10% or more of the Group's total rental income (year ended 30 June 2022: nil).

Net of amortisation.

Includes directly attributable acquisition costs.

Initial direct costs incurred in negotiating and arranging operating leases and lease incentives granted are added to the carrying amount

of the leased asset.

Investment properties are derecognised when they have been disposed of and any gains or losses incurred on disposal are recognised in

profit or loss in the year of derecognition.

Location

Investment property is property held either to earn rental income, for capital appreciation or for both.

Included in the Group's total gross finance income, excluding gains on the fair value of derivative instruments, more than 10% was

received as interest income from two significant customers. The total gross interest income derived in the 6 month period ended 31

December 2022 from these customers was $0.297 million and $0.610 million respectively (year ended 30 June 2022: $0.549 million and

$1.1 million respectively). No other single customer contributed 10% or more of the Group's total finance income (year ended 30 June

2022: nil).

10

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

5

Investment properties (continued)

30 June 2022

Land area

Opening

balance

Additions ¹

Lease fee

amortisation

Capitalised

lease

incentive ²

Revaluation

gain

Carrying value

LocationHectares$'000$'000$'000$'000$'000$'000

Canterbury5,765 126,581 - (8) 1,273 11,962 139,808

Otago3,500 - 61,544 (30) - 18,624 80,138

Southland1,386 11,097 29,096 (5) 94,756 44,953

Fair value of investment properties137,678 90,640 (43) 1,282 35,342 264,899

¹

²

5.1Fair value measurement, valuation techniques and inputs

The Group's investment properties were valued by Colliers International, with values applicable as at 31 December 2022.

Key inputs used to measure fair value:

31 December

2022

30 June 2022

Land growth rate3%3%

CPI

2%2%

Discount rate

7.15%7%

Terminal rate6.65%6.5%

External, independent valuers, having appropriate recognised professional qualifications and recent experience in the location and

category of the property being valued, value the Group’s investment property portfolio at least every 12 months. The fair values are

based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a

willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably,

prudently and without compulsion.

Includes directly attributable acquisition costs.

During the year there were no transfers of investment properties between levels of the fair value hierarchy. The valuation techniques

used in measuring the fair value of investment property, as well as the significant unobservable inputs used are as follows:

Investment properties are classified as level 3 (inputs are unobservable for the asset or liability) under the fair value hierarchy on the

basis that adjustments must be made to observable data of similar properties to determine the fair value of an individual property.

The investment properties have been assessed on a fair value basis utilising the income approach for the Group's interest as lessor and a

market approach to assess the reversionary value of the assets at the expiry of the current lease terms. The valuation includes the

consideration made by the valuer for the applicable climate risks.

Net of amortisation.

The net present value of the income provided under the lease agreements have been assessed to be above prevailing market leases for

similar assets. This results in the Group's interest assessment in the leases being greater than the current fair value for the asset on the

basis of the fee simple valuation.

11

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

5.2Valuation methodology

Key valuation input

Description

Land growth rateIncreaseDecrease

CPIIncreaseDecrease

Discount rateDecreaseIncrease

Terminal rateDecreaseIncrease

IncreaseDecrease

6Forestry estate acquisition

7Rental income

Gross lease receipts5,4527,416

Straight line rental adjustments317975

Amortisation of capitalised lease incentives(88)(176)

Rental income5,6818,215

In addition to the proceeds of the Equity Raising, the Acquisition will be funded with $25.2 million of new debt, with total debt facility

limits increased from $107 million to $131 million. Bank funding is conditional on final credit approval and NZL securing funding for the

balance of the Acquisition purchase price. The Group also has an option with New Zealand Forest Land Limited (“NZFL”), where at the

Group’s discretion it can require NZFL to invest up to $18m of equity in the estate. If the Group exercises that option then NZFL can sell

its investment back to the Group after 18 months (post settlement at a floored price).

NZL has an unconditional contract to acquire forestry assets of approximately 2400ha, located in the Whanganui/Manawatu region for

approximately $63m subject to final costs (“the Acquisition”). The Acquisition and its associated costs are to be primarily funded from the

proceeds of a 1 for 3 pro-rata rights offer in March 2023 to be made to existing shareholders to raise up to $38.5 million (“Equity

Raising”). The success of the Equity Raising is dependent upon shareholders taking up the offer. To any extent that shareholders do not

participate in the Equity Raising, NZL may place their shares with new investors following the close of the Equity Raising.

The Directors have considered NZL’s ability to fund the Acquisition and the related costs and are comfortable with being able to meet this

commitment based on the current plans in place and outlined above. The Directors believe there are no material uncertainties and NZL

remains a going concern.

Rental income from investment property leased to clients under operating leases is recognised in the consolidated statement of

comprehensive income on a straight-line basis over the term of the lease, taking into account rent free periods. Where lease incentives

are provided to customers, the cost of incentives are recognised over the lease term on a straight-line basis as a reduction to rental

income.

Increase in

input

Measurement sensitivity

The rate applied to discount future cashflows, it reflects transactional

evidence from similar types of property assets. Used in the income

approach.

The rate used to assess the terminal value of the property. Used in the

income approach.

12 month

period ended

30 June 2022

6 month

period ended

31 December

2022

The rate applied to the expected land value growth. Used in the income

approach.

The expected inflation increase applied to the lease income every three

years. Used in the income approach.

Decrease in

input

The valuer's assessment of the annual net market income per hectare

attributable to the property. Used in the income approach.

The settlement date for the acquisition is 15 April 2023. A deposit of $6.2 million, being 10% of the total purchase price, was paid in

November 2022.

Market rental assessment

In the unlikely event the Equity Raising is unsuccessful there are other options available that support the Groups ability to continue as a

going concern. This includes, but is not limited to, additional funding options available to settle the acquisition such as the placement of

financial products to new investors on negotiated terms or bridging finance given that two dairy farm assets are subject to put and call

arrangements and are expected to be disposed of within the next 12 months.

12

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

7.1Operating lease income commitments

Future minimum rental receivables under non-cancellable operating leases are as follows:

Within 1 year11,338 11,338

After 1 year but not more than 5 years45,353 45,353

More than 5 years50,588 63,296

Total property operating lease income

107,279 119,987

8Finance income and expense

$'000$'000

Finance income

Interest income

9191,660

Gain on fair value of derivative instruments6711,890

Finance expense

Interest expense

(2,615)(2,408)

Net finance (expense) / income(1,025)1,142

9Income taxes

Income tax expense represents the sum of the tax currently payable and deferred tax.

6 month

period ended

31 December

2022

12 month

period ended

30 June 2022

The commitments above are calculated based on the contract rates using the term certain expiry dates of lease contracts. Actual rental

amounts in future may differ due to CPI adjustments within the lease agreements.

Finance expense includes interest expense incurred on borrowings and any loss on fair value of derivative instruments. Interest expense

is recognised using the effective interest method. Gain on fair value of derivative instruments details are included in note 13.

The Group has entered into investment property leases (as lessor) which have remaining non-cancellable lease terms of between 10 and

11 years.

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive

income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in

equity respectively.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the

consolidated Statement of Comprehensive Income because of items of income or expense that are taxable or deductible in other years

and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or

substantively enacted by the end of the reporting period.

Finance income includes interest income derived from financial assets and any gain on fair value of derivative instruments. Interest

income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of

income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the

effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the

financial asset to that asset's net carrying amount on initial recognition.

6 month

period ended

31 December

2022

12 month

period ended

30 June 2022

13

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

9.1Income tax recognised in statement of comprehensive income

$'000$'000

Current tax expense

--

Deferred tax expense / (benefit)

174(567)

Income tax expense / (benefit)

174(567)

Reconciliation of income tax expense to prima facie tax payable:

Profit before tax

5,43939,113

Income tax expense calculated at 28%

1,52310,952

Effect of expenses that are not deductible in determining taxable profit

325

Effect of income that is not assessable in determining taxable profit

(632)(9,896)

Tax depreciation

(720)(1,540)

Prior period adjustment

-(108)

Income tax expense / (benefit)

174(567)

9.2Deferred tax assets

31 December 2022

$'000 $'000 $'000

Lease fees(62) (1) (63)

Lease incentives(488) (67)(555)

Tax losses1,637 (106) 1,531

Other2-2

Total deferred tax asset / (liability)1,089(174)915

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements

and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable

temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is

probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax

assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business

combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred

tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or

the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the

Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Recognised in

profit or loss

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer

probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Closing

balance

6 month

period ended

31 December

2022

12 month

period ended

30 June 2022

Opening

balance

14

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

9.2Deferred tax assets (continued)

30 June 2022

$'000 $'000 $'000

Lease fees(42)(20) (62)

Lease incentives(131)(357) (488)

Tax losses807830 1,637

Depreciation on investment property(112)112-

Other

-22

Total deferred tax asset / (liability)5225671,089

Key Judgement

10

Cash and cash equivalents

Dec 2022 Jun 2022

$'000$'000

Cash at bank

1,942 1,004

Total cash and cash equivalents

1,9421,004

11Trade and other receivables

Trade receivables are non-derivative financial assets and measured at amortised cost less impairment.

Dec 2022 Jun 2022

$'000$'000

Trade receivables41 1,054

Prepayments228 312

Other receivables- 45

Total trade and other receivables2691,411

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other shortǦterm, highly liquid

investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject

to an insignificant risk of changes in value, and bank overdrafts.

Cash and cash equivalents at the end of the reporting period as shown in the statement of cash flows can be reconciled to the related

items in the statement of financial position as follows:

Opening

balance

Recognised in

profit or loss

Closing

balance

The Group has chosen not to rebut the presumption in NZ IAS 12 Income taxes that the carrying value of investment properties will be

recovered through sale.

15

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

12Loan receivable

Dec 2022 Jun 2022

$'000$'000

Non-current:

McNaughtons home block

6,321 6,021

Makikihi Farm

12,823 12,533

Total loan receivable

19,14418,554

13Derivatives

Dec 2022 Jun 2022

$'000$'000

Derivative assets

2,5061,792

2,5061,792

14Trade and other payables

Dec 2022 Jun 2022

$'000$'000

Trade payables and accruals

436 908

GST payable

158 15

Total trade and other payables594923

The loan receivable balances have been considered and determined no impairment is required at reporting date.

Derivative financial instruments, comprising interest rate swaps are classified as fair value through profit or loss ("FVTPL"). Subsequent to

initial recognition, changes in fair value of such derivatives and gains or losses on their settlement are recognised in the consolidated

statement of comprehensive income in finance income and expense.

The Group has determined that these arrangements have the substance of loans with 10% market interest rates per annum.

On 1 June 2021, the Group acquired land at 30 Cooneys Road, Morven for $5.4 million and simultaneously entered into a lease and a put

and call agreement with Performance Dairy Limited (PDL), a related entity to the vendor. Under the call agreement, PDL can acquire the

land on 31 May in any year (providing a minimum 90 days notice has been provided) from the Group for $5.4 million plus 10% interest

compounding annually. Under the put agreement, from 1 June 2023 the Group can require PDL to acquire the land on 31 May any year

under the same pricing mechanism and notice requirements. The put and call option has a 99 year life.

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid.

The amounts are unsecured and are usually paid within 30 days from recognition. Trade payables are recognised initially at fair value and

subsequently measured at amortised cost.

The loans are secured by a General Security Deed and cross guarantee from certain Van Leeuwen Group entities.

Key Judgement

On 2 August 2021, the Group acquired land at a North Canterbury Dairy Farm (Makikihi Farm) for $12 million and simultaneously entered

into a lease and a put and call agreement with Makikihi Robotic Dairy Limited (MRDL), a related entity to the vendor. Under the call

agreement, MRDL can acquire the land on 31 May in any year (providing a minimum 90 days notice has been provided) from the Group

for 12 million plus 10% interest compounding annually. Under the put agreement, from 1 August 2023 the Group can require MRDL to

acquire the land on 31 May any year under the same pricing mechanism and notice requirements. The put and call option has a 99 year

life.

16

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

15Borrowings

Dec 2022 Jun 2022

$'000$'000

Current borrowings:

Rabobank facility

1,968 -

Non-current borrowings:

Rabobank facility

105,000 100,768

Total borrowings

106,968100,768

Total

Undrawn

facility

Drawn

amount

Fair value

Dec 2022

$'000$'000$'000$'000

Bank facility A1 June 20256.35%46,000 -46,000 46,000

Bank facility B1 June 20246.20%29,500 -29,500 29,500

Bank facility B31 January 20236.20%2,000 321,968 1,968

Bank facility C1 June 20266.50%29,500 -29,500 29,500

107,000 32 106,968

106,968

Total

Undrawn

facility

Drawn

amount

Fair value

Jun 2022

$'000$'000$'000$'000

Bank facility A1 June 20254.01%46,000 4,232 41,768 41,768

Bank facility B1 June 20243.84%29,500 -29,500 29,500

Bank facility C1 June 20264.14%29,500 -29,500 29,500

105,000 4,232 100,768

100,768

The terms of the borrowings includes the following covenants that the Group must ensure at all times:


Interest coverage ratio is greater than 2.0;


Loan to valuation ratio does not exceed 40%; and


Capital expenditure in each financial year shall not exceed 120% of the budgeted forecast capital expenditure.

Effective

interest rate

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost.

Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the consolidated statement of

comprehensive income over the period of the borrowings using the effective interest method. Borrowings are classified as current

liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

There is a general security deed over all of the assets of the Group as security of the borrowings.

The Group has complied with the financial covenants of its borrowing facilities during the 6 month period to December 2022.

Effective

interest rate

Expiry date

The Group has entered into a revolving credit facility agreement with Rabobank on 21 May 2021 and renewed on 8 December 2022 and

28 December 2022. The facility agreement has a limit of $107,000,000 with floating interest rates ranging over the three tranches of the

debt. Interest is payable quarterly in arrears.

Expiry date

17

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

16Issued capital

Notes

Authorised and issued

Balance at 1 July 2021

93,51478,930,970

Rights issue to existing shareholders (September 2021)

18,486 16,805,868

Rights issue to existing shareholders (June 2022)

16,366 15,586,890

Performance fee issued in ordinary shares

1,625 1,163,162

Dividend reinvestment plan issues

17192 162,004

Transaction costs arising on issue of shares

(551) -

Balance at 30 June 2022

129,632112,648,894

Rights issue to existing shareholders (August 2022)

476 452,929

Performance fee issued in ordinary shares

4,115 2,499,747

Transaction costs arising on issue of shares

(43) -

Balance at 31 December 2022

134,180115,601,570

17Dividends

18Share based payment reserve

Dec 2022 Jun 2022

$'000$'000

Arising on share-based payments (performance fee)

495 4,115

Balance at end of the period

495 4,115

19Remuneration of auditors

Dec 2022 Jun 2022

Assurance and other services

$'000$'000

Statutory audit services

102 96

10296

The share based payment reserve relates to the Manager's performance fee that is settled through the issue of shares. More details on

performance fees are provided in note 20.1.

During the period, total dividends of $1.849 million were declared. An ordinary dividend of $0.016 per share with no supplementary

dividend was issued in September 2022. No imputation credits were attached to the dividend.

In August 2022, a rights issue to existing shareholders closed with 0.5 million shares being issued at $1.05 per share.

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity

instruments issued are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Group's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or

loss on the purchase, sale, issue or cancellation of the Group's own equity instruments.

$'000

No. of

ordinary

shares

The June 2022 performance fee was settled with 2.5 million shares being issued in September 2022 at an equivalent of $1.6462 per share.

All shares have equal voting rights, participate equally in any dividend distribution or any surplus on the winding up of the Company. The

shares have no par value.

During the year the following fees were paid or payable for services provided by PricewaterhouseCoopers New Zealand as the auditor of

the Group:

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or

services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the

equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

18

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

20Related parties

20.1

Remuneration of the Manager

• Providing administrative and general services;

• Sourcing and securing potential investors and communicating with investors;

• Sourcing opportunities for the sale and purchase of Land, and operators for lease agreements in respect of Land;

• Overseeing due diligence for and executing transactions for the sale and purchase, and leasing, of Land;

• Managing the Group’s Property, including Land owned by the Group;

• Arranging regular valuations and audits of the Group; and

• Administering the payment of dividends and distributions in respect of the Group.

The Manager is remunerated via management fees, transaction fees and performance fees.

Fees paid and owing to the Manager:

Fees chargedOwing at 31

Dec

Fees chargedOwing at 30

June

$'000$'000$'000$'000

Basic management services fee467 90632 55

Land transaction fees- -1,116 -

Leasing fees- -150 -

Performance fee495 495 4,115 4,115

Total

962 585 6,013 4,170

Management fee

Transaction fee



Performance fee

20.2Key management personnel compensation

In addition to remuneration of the Manager outlined above, the Group paid directors fees during the period of $0.114 million (year ended

June 2022: $0.217 million) in cash. There was no other compensation of key management personnel during the period.

A fee is payable for the following transactions:

6 month period ended 31

December 2022

12 month period ended 30

June 2022

A monthly management fee is payable equal to 0.5% per annum of the Group's Net Asset Value, calculated on a monthly basis. The total

management fees for the period ended 31 December 2022 were $0.467 million (year ended 30 June 2022: $0.632 million).

Transaction fees incurred for the period ended 31 December 2022 were nil (year ended 30 June 2022: $1.116 million and $0.150 million)

in relation to the purchase and lease fee components (respectively). The purchase fee for the comparable period was included in the

initial carrying amount of the acquired investment property. The leasing fee for the comparative period has been added to the carrying

value of the leased asset (being investment properties) as part of the initial direct costs of arranging the lease.

The Group has appointed an external manager, New Zealand Rural Land Management Limited Partnership through a signed management

agreement. The Manager is responsible for all management functions of the Group, including:

For each lease agreement entered into, a fee of $30,000.

For each purchase or sale of land, a fee equal to 1.25% of the acquisition or divestment cost of the land and improvements;

and

A performance fee is payable to the Manager when the Group's net asset value ('NAV') per share exceeds the Group's NAV per share in

the immediately preceding financial year. This annual performance fee is calculated as 10% of the increase in NAV per share and is settled

through the issue of ordinary shares based on the NAV per share at that date. NAV per share is adjusted for the impact of capital

reconstructions (such as a rights issue at a premium or discount), with the intention of the calculation being neither prejudicial nor

advantageous to the Company or the Manager. Half of the ordinary shares issued are held in escrow and cannot be sold for 5 years. The

value of the performance fee in the 6 month period ending 31 December 2022 was $0.495 million (year ended 30 June 2022: $4.115

million). The shares will be issued to the Manager subsequent to balance date.

19

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

21Subsidiary

Dec 2022 Jun 2022

Name of entity

Country incorporatedEquity holdingEquity holding

NZRLC Dairy Holdings Limited

New Zealand100%100%

SSP NI Limited

New Zealand100%0%

22

Non-GAAP measures

22.1Reconciliation of net profit after tax to adjusted funds from operations (AFFO)

Notes

$'000$'000

Net profit after tax5,26539,680

Adjustments

Unrealised net (gain) in value of investment properties5(2,258) (35,342)

Performance fee payable in shares18495 4,115

Unrealised net (gain) / loss on derivatives8(671) (1,890)

Deferred tax expense / (benefit)9.2174 (567)

Amortisation of rent free incentives788176

Amortisation of lease fee25 46

Funds from operations ('FFO')3,1186,218

FFO per share (cents)2.705.52

Adjustments

Incentives and leasing costs(315) (1,608)

Future maintenance capital expenditure¹(329)(319)

Adjusted funds from operations ('AFFO')2,4744,291

AFFO per share (cents)2.143.81

The consolidated Financial Statements incorporate the assets, liabilities and results of the subsidiary in accordance with the accounting

policy described in note 2.4.

Funds from operations ('FFO') is a non-GAAP financial measure that shows the Group's underlying and recurring earnings from its

operations and is considered industry best practice for a property fund to enable investors to see the cash generating ability of the

business. This is determined by adjusting statutory net profit (under NZ IFRS) for certain non-cash and other items. FFO has been

determined based on guidelines established by the Property Council of Australia and is intended as a supplementary measure of

operating performance. The Manager uses and considers Adjusted Funds From Operations ('AFFO') as a measure of operating cash flow

generated from the business, after providing for all operating capital requirements including maintenance capital expenditure, tenant

improvement works, incentives and leasing costs.

The following subsidiaries have been consolidated in the Financial Statements of the Group:

¹ Represents amounts set aside each financial period for future expected maintenance capital expenditure as considered prudent by the

Manager. These amounts do not qualify for recognition as liabilities on the balance sheet under NZ GAAP.

Non-GAAP measures do not have a standard meaning prescribed by GAAP and therefore may not be comparable to information

presented by other entities. These measures should not be viewed in isolation, nor considered as a substitute for measures reported in

accordance with NZ IFRS.

6 month

period ended

31 December

2022

12 month

period ended

30 June 2022

20

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

22.2Net assets per share and net tangible assets per share

Dec 2022 Jun 2022

Notes

$'000$'000

Total assets298,820 289,015

(Less): Total liabilities(107,881) (102,420)

Net assets190,939186,595

(Less): Deferred tax asset

9.2

(915) (1,089)

(Less): Derivative asset

13

(2,506) (1,792)

Net tangible assets187,518183,714

Number of shares issued ('000)115,602 112,649

Net assets per share ($)1.6517 1.6564

Net tangible assets per share ($)1.6221 1.6309

23Financial instruments

Categories of financial instruments:

As at 31 December 2022

Assets

$'000 $'000 $'000 $'000

Cash and cash equivalents-1,942 -1,942

Trade and other receivables-41 -41

Loan receivable-19,144 -19,144

Derivative assets2,506 --2,506

2,506 21,127 -23,633

Liabilities

Trade and other payables

--436 436

Borrowings

--106,968 106,968

--107,404 107,404

As at 30 June 2022

Assets

$'000 $'000 $'000 $'000

Cash and cash equivalents-1,004 -1,004

Trade and other receivables-1,099 -1,099

Loan receivable-18,554 -18,554

Derivative assets1,792- -1,792

1,79220,657 -22,449

Liabilities

Trade and other payables

--908 908

Borrowings

--100,768 100,768

- -101,676 101,676

Financial

assets/

liabilities at

FVTPL

Financial

assets at

amortised

cost

Financial

liabilities at

amortised

cost

Total

The Group presents net assets per share and net tangible assets per share in these financial statements. The Group believes that these

non-GAAP measures provide useful additional information to readers. Net tangible assets per share is a required disclosure under the

NZX Listing Rules and net assets per share is a measure monitored by management and required for calculating the Manager's

performance fee. The calculation of the Group's net assets per share, net tangible assets per share, and its reconciliation to the

consolidated statement of financial position is presented below:

Financial

assets/

liabilities at

FVTPL

Financial

assets at

amortised

cost

Financial

liabilities at

amortised

cost

Total

21

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

24Financial risk management

24.1

Interest rate risk

Dec 2022 Jun 2022

$'000$'000

Financial assets

Cash at bank

1,9421,004

Financial liabilities

Bank borrowings (net of economic impact of interest rate swaps)

64,96876,768

Interest rate applicable at balance date

Cash at bank

<1%<1%

Bank borrowings (net of economic impact of interest rate swaps)

6.34%4.00%

Interest rate

decrease of

2%

Interest rate

increase of 2%

Interest rate

decrease of

2%

Interest rate

increase of 2%

$'000$'000$'000$'000

Increase / (decrease) in interest expense(1,299)1,299(1,535)1,535

24.2

Credit risk

The use of financial instruments exposes the Group to interest rate, credit and liquidity risks.

Credit risk represents the risk that the counterparty to the financial instrument will fail to discharge an obligation and cause the Group to

incur a financial loss. Financial instruments which are subject to credit risk principally consist of cash, debtors and loans receivable. The

Group’s exposure to credit risk is equal to the carrying value of the financial instruments.

The Group conducts credit assessments of tenants to determine credit worthiness prior to entering into lease agreements. This includes

requiring tenants to have equity at least six times their annual lease obligations or provide other suitable security arrangements. Where

appropriate, the Group will include guarantees and/or security from tenants within lease agreements to support rental payments. In

addition, debtor balances are monitored on an ongoing basis with the result that exposure to bad debts is not significant.

The risk from financial institutions is managed by placing cash and cash equivalents with high credit quality financial institutions only. The

Group has placed its cash and cash equivalents with ASB Bank Limited and Westpac New Zealand Limited, both who are AA- rated

(Standard & Poor's).

The Group intends to further mitigate this risk in the future by expanding into other primary sectors in New Zealand, such as horticulture,

viticulture, sheep and beef.

Dec 2022

Interest rate risk is the risk that fluctuations in interest rates impact the Group's financial performance, future cash flows or the fair value

of its financial instruments.

The Group's policy is to manage its interest rates using a mix of fixed and variable rate debt. To manage this mix, the Group enters into

interest rate swaps, in which the Group agrees to exchange, at specified intervals, the difference between fixed and variable rates for

interest calculated by reference to an agreed-upon notional principal amount. These swaps are designed to economically hedge

underlying debt obligations.

The Group's exposure to variable interest rate risk and the weighted average interest rate for interest bearing financial assets and

liabilities as at 31 December 2022 was as follows:

The following sensitivity analysis represents the change in interest expense if the floating interest rates on bank borrowings (net of

economic impact from interest rate swaps) had been 2% higher or lower, with other variables remaining constant:

Jun 2022

22

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

24.3Liquidity risk

The following table outlines the Groups' liquidity profile, as at 31 December 2022, based on contractual non-discounted cash flows:

Total0-1 year1-2 years2-5 years>5 years

As at 31 December 2022

$'000$'000$'000$'000$'000

Trade and other payables

594594---

Borrowings ¹

123,3288,78435,11579,429-

Total

123,9229,37835,11579,429-

Total0-1 year1-2 years2-5 years>5 years

As at 30 June 2022

$'000$'000$'000$'000$'000

Trade and other payables

923923---

Borrowings ¹

112,6234,02933,43975,155-

Total

113,5464,95233,43975,155-

¹

24.4Capital risk management

25Earnings per share

Dec 2022 Jun 2022

Profit after income tax ($'000)5,265 39,680

Weighted average number of shares for the purpose of basic and diluted EPS ('000)114,636 93,510

Basic and diluted earnings per share (cents)4.5942.43

When managing capital risk, the Manager's objective is to ensure the Group continues as a going concern as well as to maintain optimal

returns to shareholders and benefits for other creditors.

The Group meets its objectives for managing capital through its investment decisions on the acquisition and disposal of assets, dividend

policy, and issuance of new shares. This includes restricting debt to 40% of total assets and debt will generally be sought on interest-only

repayment terms, subject to maintaining the 40% debt limit. The Group will also seek debt with mortgage security over the rural land

acquired to secure the borrowings.

Basic and diluted earnings per share amounts are calculated by dividing profit after income tax attributable to shareholders by the

weighted average number of shares on issue.

Includes contractual interest payments based on drawn down amounts at reporting date and assuming no repayments of

principal prior to expiry date.

Liquidity risk is the risk that the Group may encounter difficulty in meeting its obligations associated with its financial liabilities that are

settled by delivering cash or another financial asset. Liquidity risk mainly arises from the Group’s obligations in respect of long term

borrowings, derivatives and trade and other payables.

The Group monitors and evaluates liquidity requirements on an ongoing basis and generates sufficient cash flows from its operating

activities to meet its obligations arising from its financial liabilities and has bank facilities available to cover potential shortfalls. The

Group’s approach to managing liquidity risk is to ensure it will always have sufficient liquidity to meet its obligations when they fall due

under both normal and stress conditions.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income

tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and the weighted average number of

ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

23

Notes to the consolidated financial statements
For the 6 month period ended 31 December 2022

New Zealand Rural Land Company Limited and its subsidiaries

26Reconciliation of profit after income tax to net cash flows from operating activities

$'000 $'000

Profit and total comprehensive income for the period

5,26539,680

Add/(less) non-cash items:

Change in fair value of derivatives(714)(1,913)

Change in fair value of investment property(2,258)(35,342)

Performance fee payable in shares4954,115

Interest income accrual(590)(1,061)

Deferred tax174(567)

Lease incentives - rent free period(228)(1,283)

Interest expense accrual(424)530

Lease fee amortisation2546

Movements in working capital items:

Decrease / (increase) in other current assets1,240(698)

(Increase) / decrease in income tax receivable(3)13

Increase in trade and other payables12170

(Decrease) / increase in income in advance

(579)579

Net cash generated by operating activities2,5244,169

27Contingent liabilities and contingent assets

28Capital commitments

Dec 2022 Jun 2022

Capital expenditure commitments

$'000$'000

Forestry estate acquisition55,906 -

29Subsequent events

On 28 February 2023, the 1 for 3 rights issue was approved by the Board as detailed in note 6.

There were no other material events subsequent to the balance date.

Subsequent to balance date, the directors have approved an ordinary dividend of 2.03 cents per share to be paid on 10 March 2023.

There is a capital commitment to acquire a Forestry estate (note 6) as at 31 December 2022.

There are no contingent liabilities or assets as at 31 December 2022 (30 June 2022: nil).

6 month

period ended

31 December

2022

12 month

period ended

30 June 2022

24


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 report

To the shareholders of New Zealand Rural Land Company Limited

Our opinion

In our opinion, the accompanying consolidated financial statements of New Zealand Rural Land

Company Limited (the Company), including its subsidiary (the Group), present fairly, in all material

respects, the financial position of the Group as at 31 December 2022, its financial performance and its

cash flows for the six months then ended in accordance with New Zealand Equivalents to International

Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

භthe consolidated statement of financial position as at 31 December 2022;

භthe consolidated statement of comprehensive income for the six months then ended;

භthe consolidated statement of changes in equity for the six months then ended;

භthe consolidated statement of cash flows for the six months then ended; and

භthe notes to the consolidated financial statements, which include significant accounting policies

and other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards)issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Other than in our capacity as auditor we have no relationship with, or interests in, the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current period. This matter was addressed in

the context of our audit of the consolidated financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on this matter.



PwC

Description of the key audit matterHow our audit addressed the key audit matter

Valuation of investment property

As disclosed in note 5, the portfolio of

investment properties comprising rural land

in the Canterbury, Southland and Otago

regions was valued at $267.4 million as at

31 December 2022.

The valuation of investment properties is

inherently subjective. A small difference in

any one of the key market inputs, when

aggregated, could result in a material

misstatement of the valuation of investment

properties.

The valuations were carried out by an

independent registered valuer selected by

the Group. The valuer performed their work

in accordance with the International

Valuation Standards and the Australia and

New Zealand Valuation and Property

Standards. The valuer used is a well-known

firm, with experience in the market in which

the Group operates.

In determining a property's valuation, the

valuer considers available market evidence,

including recent property sales, and

property specific information, such as

current tenancy agreements and rental

income earned by the asset.

They then apply assumptions in relation to

comparable sales data, land growth rates

and discount rates, based on available

market data and transactions to determine

the overall property valuation.

Due to the unique nature of each property,

the assumptions applied take into

consideration the qualities of the lessee,

individual property characteristics, as well

as the qualities of the property as a whole.

The valuation of investment properties is inherently

subjective given that there are alternative

assumptions and valuation methods that may result

in a range of values.

We obtained sufficient appropriate audit evidence to

demonstrate management’s assessment of the

suitability of the inclusion of the valuation in the

balance sheet and disclosures made in the financial

statements were appropriate.

In assessing the individual valuations, we performed

the procedures outlined below.

We held discussions with management and the

valuers to understand:

භmovements in the Group’s investment property

portfolio

භchanges in the conditions of properties within the

portfolio

භthe impact of climate change and related risks on

the portfolio

භthe processes in place for the valuations.

On a sample basis, and in conjunction with our own

valuation experts, we performed the following

procedures:

භobtained an understanding of the key

assumptions to the valuation and assessed their

appropriateness

භagreed key inputs to the underlying sale and

purchase agreements and lease agreements for

investment properties

භinspected the valuation models used by the

valuers and assessed them for reasonableness

භcritiqued and independently assessed, based on

our experts' valuation knowledge, the work

performed, including the valuation approach,

assumptions and estimates made by the Group's

valuer.

We assessed the valuer's qualifications, expertise

and their objectivity and found no evidence to

suggest that their objectivity was compromised in the

performance of their valuation.

We found no evidence of bias in determining the

values.

PwC
Funding requirements for forestry

acquisition

As disclosed in note 6, the Group has an

unconditional contract to acquire forestry

assets for approximately $63 million subject

to final costs (the Acquisition). The

Acquisition and its associated costs are to

be primarily funded from the proceeds of a

1 for 3 pro-rata rights offer to be made to

existing shareholders to raise up to $38.5

million (Equity Raising). The success of the

Equity Raising is dependent upon

shareholders taking up the offer.

In addition to the proceeds of the Equity

Raising, the Acquisition will be funded with

$25.2 million of new bank debt. Bank

funding is conditional on final credit

approval and the Group securing funding

for the balance of the Acquisition purchase

price.

The Directors have considered the Group’s

ability to fund the Acquisition and the

related costs and are comfortable with

being able to meet this commitment based

on the current plans in place outlined

above. Whilst the outcome of the proposed

equity raise and finalisation of the additional

debt is uncertain, the Directors believe that

no material uncertainties exist that may

cast significant doubt on the Group’s ability

to continue as a going concern considering

also other alternative options available to

the Group.

This is a key audit matter given the

significance of these events and conditions

to conclude on the Group's ability to

continue as a going concern.

We have performed the following audit procedures to

assess the Group's ability to continue as a going

concern:

භassessed and challenged management's

forecasted cash flows and associated

assumptions

භreviewed agreements and correspondence

between the Group and their funding provider to

obtain an understanding of existing facilities and

the proposed conditional funding

භin conjunction with our PwC debt and capital

markets expert, assessed the feasibility of and

challenged management's plans to obtain the

required funding from the bank and the proposed

capital raise

භconsidered possible alternative funding scenarios

භconsidered the appropriateness of the Group's

disclosures, with specific focus on the disclosure

included in note 6.

.



PwC


Our audit approach


Overview

Overall group materiality: $936,000, which represents approximately 0.5% of net

assets.

We chose net assets as the benchmark because, in our view, the focus of the Group

in its early stages is on net asset growth.

Following our assessment of the risk of material misstatement, a full scope audit was

performed over the consolidated Group balances.

As reported above, we have two key audit matters, being:

භValuation of investment property

භFunding requirements for forestry acquisition.


As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the consolidated financial statements. In particular, we considered where

management made subjective judgements; for example, in respect of significant accounting estimates

that involved making assumptions and considering future events that are inherently uncertain. As in all

of our audits, we also addressed the risk of management override of internal controls, including among

other matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the consolidated financial statements are free from material

misstatement. Misstatements may arise due to fraud or error. They are considered material if,

individually or in aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate, on the consolidated financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the consolidated financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the annual report (but does not include the consolidated financial statements

and our auditor's report thereon). The annual report is expected to be made available to us after the

date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we do

not and will not express any form of audit opinion or assurance conclusion thereon.

PwC
In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated.

When we read the other information not yet received, if we conclude that there is a material

misstatement therein, we are required to communicate the matter to the Directors and use our

professional judgement to determine the appropriate action to take.

Responsibilities of the Directors for the consolidated financial statements

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

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements, as a whole, are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is

located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

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

undertaken so that we might state those matters which we are required to state to them in an auditor’s

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 Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Richard Day.

For and on behalf of:

Chartered Accountants

28 February 2023

Auckland

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.