Oceania continues the transformation of its portfolio
MEDIA RELEASE
22 NOVEMBER 2023
OCEANIA CONTINUES THE TRANSFORMATION OF ITS PORTFOLIO
Oceania today announced unaudited Underlying Earnings before interest, tax, depreciation and amortisation
(u/EBITDA
1
) of $37.6m for the six months ended 30 September 2023.
Highlights
• Total assets increased to $2.7bn, a 6% increase since 31 March 2023 which includes the completion of
17 apartments at The Helier (Auckland), 46 apartments at The Bellevue Stage Two (Christchurch) and
four villas at Stoke Village (Stoke) plus the acquisition of adjacent parcels of land at our Bream Bay and
St Heliers sites.
• Net assets increased to $1.0bn from $962.3m as at 31 March 2023.
• Operating cashflow increased to $48.0m for the six months to 30 September 2023, 53% above pcp.
• Undrawn net debt headroom of $113.9m and gearing of 37.7%, as at 30 September 2023.
• Total sales volumes were up 13% ahead on pcp including a 38% uplift in new sale volumes of 84
independent living units (ILU) and care suites.
• Divested, closed and exited leasehold interests at six care centres and villages.
30 September 2023 unaudited GAAP statutory measures 6 months vs 6 months
$m’s
6 months to
30 September
6 months to
30 September
Growth
2023 2022 $m %
Operating Revenue 131.6 122.1 9.5 8%
Reported NPAT 35.2 11.2 24 214%
Operating Cashflow 48.0 31.4 16.6 53%
Dividend (cents per share) nil 1.9
$m’s
As at
30 September
As at
31 March
Growth
2023 2023 $m %
Total Assets 2,689.8 2,544.9 144.9 5.7%
Net Assets 1,017.3 962.3 55.0 5.7%
30 September 2023 unaudited non-GAAP
1
trading measures 6 months vs 6 months
$m’s
6 months to
30 September
6 months to
30 September
Growth
2023 2022 $m %
Underlying EBITDA 37.6 38.7 (1.1) (2.7%)
Underlying NPAT 27.4 27.8 (0.4) (1.4%)
Sales Volume 255 226 29 13%
Occupancy % 90.3% 91.0%
1
Underlying NPAT is a non-GAAP (unaudited) financial measure and differs from Reported NPAT by replacing the unrealised fair value adjustment in property values with the Board’s
estimate of realised components of movements in investment property value and to eliminate other unrealised, deferred tax and one-off items. A reconciliation is included within the Interim
Report and the Investor Presentation.
MEDIA RELEASE
22 NOVEMBER 2023
Oceania’s unaudited underlying EBITDA was $37.6m for the six month period ended 30 September 2023
(1HY2024).
Oceania has continued to transform its property portfolio with significant capital investment and site divestments
and closures, with total assets now $2.7bn, representing 6% growth since 31 March 2023. The increase includes
the acquisition of adjacent parcels of land at our Bream Bay and St Heliers sites. Further increase has arisen
from the positive fair value movements of $61.6m and other development spend during the period.
CEO Brent Pattison said “Our development portfolio has progressed well with a leading portfolio of premium,
bespoke and newly developed boutique residences.”
As at 30 September 2023, Oceania had undrawn net debt headroom of $113.9m and gearing of 37.7%
representing drawn debt and bonds of $621.4m and $10.3m of cash and is compliant with all bank facility
covenants. Oceania CEO, Brent Pattison noted “We have a diversified debt profile with a long dated corporate
bond program and a syndicated banking facility which is in place to support the execution of our strategic plan.”
Oceania has divested, closed and exited leasehold interests at six care centres and villages. The sale of two
Auckland sites was completed on 29 August 2023 at an amount above independent valuation. We have seven
remaining sites held for sale as at 30 September 2023 with carrying valuation of $43.0m net of held for sale ORA
liabilities.
Oceania Chair, Liz Coutts said “Oceania recognises the importance of climate resilience in long term value
creation and continues to make strides in its climate risk disclosure preparation. With our commitment to setting
a science-based greenhouse gas emissions reduction target, we are submitting this target to the SBTi for
validation. In the meantime, we continue to progress with steps in our emissions reduction plan to tackle our
scopes 1 and 2 emissions.”
The development margin for the period reflects this with a moderation from prior comparative periods of 31.7%
to 21.0% in ILU product and 39.0% to 29.9% in our care suite product.
CEO Brent Pattison commented “We have achieved increased sales volumes in the period, particularly in
regional locations outside of Auckland. We expect stronger development margins as we sell down our new
apartment developments in urban precincts across New Zealand.’’
Oceania Chair Liz Coutts advises that “The Directors have resolved not to pay an interim dividend to provide for
ongoing investment in Oceania’s growth and portfolio transformation. The Directors will consider a resumption of
paying dividends at the next reporting date, after taking into consideration, cash flow, market conditions and
growth opportunities.”
ENDS
For all enquiries, please email investor@oceaniahealthcare.co.nz or phone 0800 333 688.
---
INTERIM REPORT 2024
Better
connection.
At a glance02
Trading highlights04
Chair and CEO letter06
Three year summary12
Financial statements13
Contents.
In our quest to reimagine the aged care and retirement living
experience we constantly challenge ourselves to deliver
better. Our future development delivery is underpinned by
our current development pipeline of 1,763 new residences of
which 76% is already consented.
20
Existing sites with
current and planned
developments
24
Existing sites with
mature operations
Staff
2,900
Residents
4,000
Care beds and care
suites
2,380
Units
1,887
44
Total sites
Better connection.
AT A GLANCE
OCEANIA INTERIM REPORT 20240203AT A GLANCE
Aligned for
better outcomes.
TRADING HIGHLIGHTS
Total assets
as at 30 September 2023
$
2.7bn
higher than 31 March 2023
total assets of $2.5b
5.7%
Underlying Earnings Before Interest,
Tax, Depreciation and Amortisation
six months to 30 September 2023
$
3 7. 6 m
Compared to six months to 30 September
2023 Underlying Earnings Before Interest,
Tax, Depreciation and Amortisation of $38.7m
Reported Total
Comprehensive Income
six months to 30 September 2023
$
61.7m
Compared to six months to 30 September 2022
reported total comprehensive income of $27.3m
Operating Cash Flow
six months to 30 September 2023
Compared to six months to 30 September 2022
reported operating cashflow of $31.4m
Financial six month period to 30 September 2023
Operational six month period to 30 September 2023
Total sales
255
Compared to six months to 30 September
2022 reported total sales of 230
37117
4754
New UnitsResale Units
New Care SuitesResale Care Suites
Developments six month period to 30 September 2023
• The Bellevue
(Christchurch)
• The Helier stage one
(St. Heliers, Auckland)
• Stoke (Nelson)
Units and care suites
under construction as
at 30 September 2023:
• The Helier Stage two
(St Heliers, Auckland)
• Waterford Stage one
(Hobsonville, Auckland)
• Redwood (Blenheim)
• Elmwood Stage one
(Manurewa, Auckland)
• Bayview Stage three
(Tauranga)
• Awatere Stage three
(Hamilton)
• Meadowbank
(Auckland)
• The Helier stage two
(St. Heliers, Auckland)
• The BayView Stage
three (Tauranga)
• Redwood (Blenheim)
Completed
Under Construction
Further expected to
complete in FY2024
67
382
115
Units + Care suites
Units + Care suites
Units + Care suites
$
48.0m
OCEANIA INTERIM REPORT 20240405TRADING HIGHLIGHTS
Oceania’s total assets
are now $2.7 billion,
representing 6% growth
since 31 March 2023.
CHAIR AND CEO LETTER
Against a dynamic macroeconomic
environment with inflationary pressures
and a slow residential property market,
Oceania continued to execute its
strategy. The transformation of our
property portfolio has progressed well
with innovative product delivered and the
successful divestment and closure of sites
that do not align with our strategy. New
apartment sales and resales volumes were
both above the prior corresponding six
month period to 30 September 2022 (pcp)
and occupancy levels improved. We also
made significant progress towards our
sustainability goals and the preparation
of our climate risk disclosure.
Oceania’s total assets are now $2.7b,
representing 6% growth since 31 March
2023. The increase includes development
spend of $106.0m including the acquisition
of adjacent parcels of land at our Bream
Bay and St Heliers sites. Further increase
has arisen from the positive fair value
movements of $68.0m. At balance date,
Oceania had approximately $460.0m of
stock available for sale at current CBRE
valuation representing 671 units compared
with $409.0m; 601 units at 31 March 2023
and $270.2m; 525 units at 30 September
2022 with the increase primarily reflecting
the recently completed builds.
As at 30 September 2023, Oceania had
drawn debt and bonds of $621.4m and
$10.3m of cash, representing $113.9m
of undrawn net debt headroom and
gearing of 37.7% and is compliant with all
bank facility covenants, Oceania has a
diversified debt profile with a long dated
corporate bond program and a syndicated
banking facility which is in place to
support the execution of our strategic plan.
Dividend Policy
The Directors approved a change in 2023
to the dividend policy to a pay out ratio of
30% to 50% of Underlying Net Profit After
Tax on 24 May 2023.
The Directors have resolved not to pay an
interim dividend to provide for ongoing
investment in Oceania’s growth and
portfolio transformation. The Directors will
consider a resumption of paying dividends
at the next reporting date, after taking into
consideration cash flow, market conditions
and growth opportunities.
We are pleased to present our
Interim Report for the six-month
period to 30 September 2023.
Elizabeth Coutts
Brent Pattison
Charting a
better future.
The highlights for the first half of
FY2024 (1HY2024) were:
• Unaudited underlying EBITDA
of $37.6m.
• Unaudited underlying net profit
after tax of $27.4m.
• Total sales volumes were up 13%
ahead on pcp including a 38% uplift
in new sale volumes of 84 independent
living units (ILU) and care suites.
• Since IPO Oceania has repositioned
the portfolio, building premium care
and ILU product. Premium units and
care suites now represent circa 60%
of our portfolio.
• Total assets increased to $2.7bn,
a 6% increase since March 2023
which includes the completion of 17
apartments at The Helier (Auckland),
46 apartments at The Bellevue Stage
Two (Christchurch) and four villas at
Stoke Village (Stoke).
Financial Performance
Oceania’s unaudited underlying EBITDA
was $37.6m for the six month period
ended 30 September 2023 (1HY2024).
OCEANIA INTERIM REPORT 2024CHAIR AND CEO LETTER 0607
Portfolio Transformation
Oceania has continued to transform its
property portfolio with significant capital
investment and site divestments and
closures, with total assets now at $2.7bn.
Our development portfolio has
progressed well with a leading portfolio
of new, bespoke and boutique residences
for our residents. Our care business
today represents around 60% of our
total portfolio, with 60% being premium
product. Our independent living business
comprises 40% of our total portfolio
with 55% of the total property offering
premium, bespoke and boutique
apartments and villas.
Sales
Oceania delivered total sales volume
of 255 units for the 1HY2024, up 13%
on 1HY2023.
A highlight this period was a 38%
improvement in new sale volume of 84
independent living units (ILU) and care
suites, on previous corresponding period
1HY2023 with much improved ILU sales
volumes at our Awatere (Hamilton), Eden
(Auckland) and the Bellevue (Christchurch)
villages. Our brand new, well located
and designed, Lady Allum Care building
(Milford) not only delivered presales for
care suites but has continued to perform
well with over 96 residents in occupation
in the period.
Our resale unit volumes were also up at
3.6% with 171 independent living unit and
care suite sales in 1HY2024 compared to
165 resale independent living unit and care
suite sales in 1HY2023.
In 1HY2024, we delivered a further 17
apartments at The Helier (Auckland),
46 apartments at The Bellevue Stage
two (Christchurch) and four villas at
our Stoke Village.
We have progressed with land acquisitions.
and settled the Bream Bay option land,
comprising 6.7 hectares, and purchased
two adjacent smaller land blocks to
increase the size of our Bream Bay Village
at Ruakaka, Northland. We also purchased
adjoining land at The Helier.
We exited six sites with two divested as
going concerns, and two leased sites and
two owned sites closed with residents
transferring to our other sites or other
operators. We have seven sites held for
sale as at 30 September 2023 with net
carrying valuation of $43.0m.
During the second six months of FY2024
we will deliver 32 care residences at The
Helier (Auckland), 28 apartments at
The Bayview, Stage three (Tauranga)
and 55 care suites at our Redwood
Village (Blenheim).
There are 354 units and care suites
currently under construction in Auckland,
Hamilton, Tauranga, and Blenheim.
Looking further ahead, the total
development pipeline comprises 1,763 units
and care suites, with 76% of this pipeline
already consented.
A key feature of the overall resale
volume were strong care suite sales at
117. While up 3.5% on pcp, this was up
69% on the previous six months trading
period 2HY2023 and demonstrates that
new residents are equally attracted to
the purchase of our existing care suite
product offering as it delivers market
leading services, amenity, and care
from our wonderful team at Oceania.
We have achieved increased sales
volumes in the period, particularly in
regional locations outside of Auckland.
Our development margin for the period
reflects this with a moderation from prior
comparative periods of 31.7% to 21.0%
in ILU product and 39.0% to 29.9% in our
care suite product. We expect stronger
development margins as we sell down
our new apartment developments in
urban precincts across New Zealand.
The Helier, St Heliers, Auckland
OCEANIA INTERIM REPORT 2024CHAIR AND CEO LETTER 0809
Sustainability and Climate
Oceania recognises the importance
of climate resilience in long term
value creation and continues to make
strides in its climate risk disclosure
preparation. In the first half of the
year and following the publication of
the building and construction sector
scenarios coordinated by the NZGBC,
Oceania completed a detailed physical
climate risk and opportunity assessment.
We are applying and adapting the
sector scenarios at entity level and
progressing with identifying transition
risks and opportunities across our value
chain. Recognising the importance of
collaboration, Oceania has joined the
healthcare sector scenario technical
working group, which is part way
through its process. The weather events
of this year have touched many of us,
either directly or indirectly, underscoring
the urgency in which organisations must
test the resilience of their strategies.
With our commitment to setting a science-
based greenhouse gas emissions reduction
target, we are submitting this target to
the SBTi for validation. In the meantime,
we continue to progress with steps in our
emissions reduction plan to tackle our
scopes 1 and 2 emissions.
We are focused on designing and building
new developments in a way that reduces
our environmental impact but also
enhances the wellbeing of residents and
continue our commitment to NZGBC's
Homestar certification. We are mindful of
the waste our developments create and
are focused on diverting construction
waste away from landfill. As an Impact
Partner of All Heart New Zealand, we are
trialling waste minimisation principles
in our refurbishment programme for
Auckland sites.
We continue to perform against our
care resident wellbeing metric, associated
with our sustainability linked loan, where
we have committed to improving or
maintaining residents as their optimum
level health across multiple input
metrics covering physical, social and
psychological wellbeing.
Brent Pattison
Chief Executive Officer
Elizabeth Coutts
Chair
Our People
The progress we have made as a
business is thanks to the combined
efforts of more than 2,900 team
members. We acknowledge their ongoing
work in providing excellent resident
experience and high quality care to our
residents, commitment to each other,
our communities, and our business. We
will continue our commitment to build
the people capability within Oceania,
and develop and strengthen our
leadership teams.
To our directors and executive team,
thank you for your continued dedication
and discipline in continuing to drive
Oceania forward.
To all of our shareholders, thank you for
your support of the Board, executive and
employees of Oceania.
Looking ahead
The Retirement Village Association (RVA),
Oceania and retirement village residents
have provided valuable input into the
sector reform discussion papers, and we
look forward to recommendations for
improvements in the sector.
We are pleased to see an upturn in market
conditions and outlook as we enter the
second six months of FY2024.
House prices and turnover have inflected,
and we are seeing an overall positive
change in consumer confidence in the
housing market. This has been reflected
in recent sales volumes and our reducing
days to sell.
Nursing and overall labour shortages have
eased through increased immigration,
helping us to continue to deliver on our
promise of high-quality care to our
residents and excellent working conditions
for our team members and increase
our occupancy.
Oceania will continue to focus on cash
and the efficient recycle and repayment
of development capex from first time
sale proceeds which is expected to be
significant given the recent completion of
The Helier and Bellevue apartments and
value and volume of all available stock.
Our audience demographics
are compelling. By 2030, 25% of
New Zealand’s population will be aged 65
or older. Life expectancy is on the increase,
and our older population will be living with
better health. New Zealand will become
an older dominant population providing
strong natural growth for retirement and
aged care living.
We remain focused on delivering on our
brand promise to Believe in Better and
reimagine the retirement and aged care
living sector in New Zealand.
Oceania recognises the
importance of climate
resilience in long term
value creation and
continues to make
strides in its climate risk
disclosure preparation.
The BayView, Tauranga
OCEANIA INTERIM REPORT 2024CHAIR AND CEO LETTER 1011
THREE YEAR SUMMARY
For the six months ended 30 September 2023
Financial Metrics
$NZm
Unaudited
Sept 2023
Unaudited
Sept 2022
Unaudited
Sept 2021
Underlying Net Profit after Tax
1
27.427.827.5
Underlying EBITDA
1
37.638.736.5
Profit for the Period
35.211.236.9
Total Comprehensive Income
61.727.362.7
Total Assets
2,689.82,450.82,064.3
Operating Cash Flow
48.031.452.5
Operating Metrics
$NZm
Unaudited
Sept 2023
Unaudited
Sept 2022
Unaudited
Sept 2021
Units
1,8871,7661,509
Care Suites
984972849
Care Beds
1,3961,6521,803
Total
4,2674,3904,161
New Sales
8461101
Resales
171165129
Total
255226230
Occupancy
90.3%91.0%92.5%
1
This is a non-GAAP measure, refer to note 2.1 in the consolidated interim financial statements for further details.
Consolidated Interim
Financial Statements
For the six months ended 30 September 2023
Consolidated Statement of Comprehensive Income 14
Consolidated Balance Sheet 16
Consolidated Statement of Changes in Equity 17
Consolidated Cash Flow Statement 18
Notes to the Consolidated Interim Financial Statements 20
Independent Auditor’s Review Report 58
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS1213
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 September 2023
$NZ000’s Notes
Unaudited
Six months
Sept 2023
Unaudited
Six months
Sept 2022
Revenue
2.1
131,614122,117
Change in fair value of investment property
3.1
47,38821,328
Other income
6,951
1
2,010
Total income
185,953145,455
Employee benefits and other staff costs
88,33880,799
Depreciation (buildings and care suites)
3.26,4025,821
Depreciation and amortisation (chattels, leasehold
improvements and software)
3.23,0243,500
Impairment of property, plant and equipment and right
of use asset
3.27,5882,636
Impairment of held for sale assets
3.31,2582,545
Impairment of right of use investment property
-1,431
Impairment of goodwill
269705
Finance costs
8,5896,331
Other expenses
38,12733,059
Total expenses
153,595136,827
Profit before income tax
32,3588,628
Income tax benefit
2,7932,570
Profit for the period
35,15111,198
$NZ000’s Notes
Unaudited
Six months
Sept 2023
Unaudited
Six months
Sept 2022
Other comprehensive income
Items that will not be subsequently reclassified to profit or loss
Gain on revaluation of property, plant and equipment
for the period, net of tax
3.226,61914,156
Loss on revaluation of right of use assets for the period,
net of tax
-(54)
26,61914,102
Items that may be subsequently reclassified to profit or loss
(Loss) / Gain on cash flow hedges, net of tax
(120)1,961
Other comprehensive income for the period, net of tax
26,49916,063
Total comprehensive income for the period attributable
to shareholders of the parent
61,65027,261
Basic earnings per share (cents per share)
4.2
4.91.6
Diluted earnings per share (cents per share)
4.2
4.91.6
The above Consolidated Statement of Comprehensive Income should be read in conjunction
with the accompanying notes.
1
Other Income includes $3.6m in relation to proceeds from insurance (30 September 2022: nil). Refer note 1.3(iv).
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS1415
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 September 2023
$NZ000’s Notes
Contributed
equity
Retained
deficit
Asset
revaluation
reserve
Cash flow
hedge
reserve
Total
equity
Balance as at 1 April 2022 (audited)
705,291(54,735)295,4372,850948,843
Profit for the period
-11,198--11,198
Other comprehensive income
Revaluation of cash flow hedge
net of tax
---1,9611,961
Revaluation of assets
net of tax
3.2--14,156-14,156
Revaluation of right of use assets net
of tax
--(54)-(54)
Total comprehensive income
-11,19814,1021,96127,261
Transactions with owners
Dividends paid
4.1-(16,320)--(16,320)
Share issue: dividend
reinvestment scheme
4.13,777---3,777
Employee share scheme
4.1-495--495
Total transactions
with owners
3,777(15,825)--(12,048)
Balance as at 30 September 2022
(unaudited)
709,068(59,362)309,5394,811964,056
Balance as at 1 April 2023 (audited)
713,374(68,496)313,0294,353962,260
Profit for the period
-35,151--35,151
Other comprehensive income
Revaluation of cash flow hedge
net of tax
---(120)(120)
Revaluation of assets
net of tax
3.2--26,619-26,619
Transfer of right of use assets net
of tax
-4,629(4,629)--
Total comprehensive income
-39,78021,990(120)61,650
Transactions with owners
Dividends paid
4.1-(9,348)--(9,348)
Share issue: dividend
reinvestment scheme
4.12,586---2,586
Employee share scheme
4.1-165--165
Total transactions
with owners
2,586(9,183)--(6,597)
Balance as at 30 September 2023
(unaudited)
715,960(37,899)335,0194,2331,017,313
The above Consolidated Statement of Changes in Equity should be read in conjunction
with the accompanying notes.
CONSOLIDATED BALANCE SHEET
As at 30 September 2023
$NZ000’s Notes
Unaudited
Sept 2023
Audited
Mar 2023
Assets
Cash and cash equivalents
10,2907,439
Trade and other receivables
121,530108,929
Derivative financial instruments
5,8546,026
Assets held for sale
3.3
58,764101,652
Investment property
3.1
1,728,1751,597,721
Property, plant and equipment
3.2
753,452712,169
Right of use assets
5,2534,287
Intangible assets
6,4726,717
Total assets
2,689,7902,544,940
Liabilities
Trade and other payables
52,09352,289
Deferred management fee
3.4
45,83045,334
Refundable occupation right agreements
3.4
935,726879,578
Refundable occupation right agreements held for sale
3.4
15,73747,092
Lease liabilities
5,6464,798
Borrowings
4.3
617,445553,589
Deferred tax liabilities
1.3(iv)
--
Total liabilities
1,672,4771,582,680
Net assets
1,017,313962,260
Equity
Contributed equity
4.1
715,960713,374
Retained deficit
(37,899)(68,496)
Reserves
339,252317,382
Total equity
1,017,313962,260
The Board of Directors of the Company authorised these consolidated interim financial
statements for issue on 22 November 2023.
For and on behalf of the Board
Elizabeth Coutts Alan Isaac
Chair Director
The above Consolidated Balance Sheet should be read in conjunction with the
accompanying notes.
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS1617
CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 30 September 2023
$NZ000’s Notes
Unaudited
Six months
Sept 2023
Unaudited
Six months
Sept 2022
Cash flows from operating activities
Receipts from residents for village and care fees
107,39190,886
Payments to suppliers and employees
(136,380)(110,304)
Receipts from new occupation right agreements
105,214100,407
Payments for outgoing occupation right agreements
(38,578)(41,472)
Net goods and services tax
1
14,608(1,894)
Receipts from insurance proceeds
1.3(iv)
3,008-
Interest received
2,600360
Interest paid
(9,642)(6,258)
Interest paid in relation to lease liabilities
(201)(335)
Net cash inflow from operating activities
48,02031,390
Cash flows from investing activities
Payments for property, plant and equipment
and intangible assets
(23,830)(35,845)
Payments for investment property and investment
property under development
(91,677)(42,158)
Proceeds from sale of assets
12,892-
Payments for assets held for sale
-(500)
Payments for business assets
1.3(ii)
-(59,873)
Net cash outflow from investing activities
(102,615)(138,376)
$NZ000’s
Unaudited
Six months
Sept 2023
Unaudited
Six months
Sept 2022
Cash flows from financing activities
Proceeds from borrowings
101,542153,605
Repayment of borrowings
(38,180)(34,290)
Capitalised borrowing costs
-(2,171)
Principal payments for lease liabilities
846(1,530)
Dividends paid
(6,762)(12,543)
Net cash inflow from financing activities
57,446103,071
Net decrease in cash and cash equivalents
2,851(3,915)
Cash and cash equivalents at the beginning of the period
7,4399,745
Cash and cash equivalents at end of period
10,2905,830
The above Consolidated Cash Flow Statement should be read in conjunction
with the accompanying notes.
1
Of the $14.6m net GST, $5.5m relates to GST recovery on developments.
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS1819
Notes to the Consolidated
Interim Financial Statements
For the six months ended 30 September 2023
1. General Information 21
1.1 Basis of Preparation 21
1.2 Accounting Policies 23
1.3 Significant Events and Transactions 24
1.4 Market Capitalisation 27
2. Operating Performance 27
2.1 Operating Segments 27
3. Property Assets 37
3.1 Village Assets: Investment Property 39
3.2 Care Assets: Property, Plant
and Equipment 43
3.3 Held for Sale 46
3.4 Refundable Occupation
Right Agreements 47
4. Shareholder Equity and Funding 49
4.1 Shareholder Equity and Reserves 49
4.2 Earnings per Share 53
4.3 Borrowings 54
5. Other Disclosures 57
5.1 Contingencies and Commitments 57
5.2 Events After Balance Date 57
Independent Auditor’s Review Report 58
1. General Information
1.1 Basis of Preparation
(i) Entities Reporting
The consolidated interim financial statements of the Group are for the economic entity
comprising Oceania Healthcare Limited (the “Company”) and its subsidiaries (together
“the Group”).
The consolidated interim financial statements incorporate the assets and liabilities of all
subsidiaries of Oceania Healthcare Limited as at 30 September 2023 and the results of
all subsidiaries for the six months then ended.
The Group owns and operates various care centres and retirement villages throughout
New Zealand. The Group's registered office is Level 11, 80 Queen Street, Auckland 1010,
New Zealand.
(ii) Statutory Base
Oceania Healthcare Limited is a limited liability company which is domiciled and
incorporated in New Zealand. It is registered under the Companies Act 1993 and is
a FMC Reporting Entity in terms of Part 7 of the Financial Markets Conduct Act 2013.
The Company is also listed on the NZX Main Board (“NZX”) and the Australian Securities
Exchange (“ASX”) as a foreign exempt listing. The consolidated interim financial
statements have been prepared in accordance with the requirements of the NZX
and ASX listing rules, and Part 7 of the Financial Markets Conduct Act 2013.
The consolidated interim financial statements have been prepared in accordance
with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”). They also
comply with NZ IAS 34 – Interim Financial Reporting, IAS 34 Interim Financial Reporting
and other applicable New Zealand Financial Reporting Standards, as appropriate for
for-profit entities. They do not include all the notes of the type normally included in
the consolidated annual financial statements. Accordingly, these consolidated interim
financial statements are to be read in conjunction with the consolidated annual financial
statements for the year ended 31 March 2023, prepared in accordance with New Zealand
Equivalents to International Financial Reporting Standards (“NZ IFRS”). The Group is a
Tier 1 for-profit entity in accordance with XRB A1.
The accounting policies that materially affect the measurement of the Consolidated
Statement of Comprehensive Income, Consolidated Balance Sheet and the Consolidated
Cash Flow Statement have been applied on a basis consistent with those used in the
audited consolidated financial statements for the year ended 31 March 2023.
The consolidated interim financial statements for the six months ended 30 September
2023 and comparatives for the six months ended 30 September 2022 are unaudited. The
consolidated annual financial statements for the year ended 31 March 2023 were audited
and form the basis for the comparative figures for that period in these statements.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS
For the six months ended 30 September 2023
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS2021
1.1 Basis of preparation (continued)
They are presented in New Zealand dollars which is the Group’s presentation currency.
The consolidated interim financial statements have been prepared in accordance with
the going concern basis of accounting, which assumes that the Group will be able to
realise its assets and discharge its liabilities in the normal course of business as they
come due into the foreseeable future.
The Consolidated Balance Sheet has been prepared using a liquidity format.
(iii) Measurement Basis
These consolidated interim financial statements have been prepared under the historical
cost convention, as modified by the revaluation of certain assets and liabilities, including
investment properties, certain classes of property, plant and equipment, right of use
assets and derivatives.
(iv) Key Estimates and Judgements
The preparation of the consolidated interim financial statements in conformity
with NZ IFRS requires the use of certain critical accounting estimates. It also requires
management to exercise their judgement in the process of applying the Group’s
accounting policies.
The Group makes estimates and assumptions concerning the future. The resulting
accounting estimates will, by definition, seldom equal the related actual results.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are believed
to be reasonable under the circumstances.
The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated interim financial
statements are disclosed in the following notes:
–Fair value of assets acquired in business combination (note 1.3(i))
–Insurance proceeds from recent weather event (note 1.3 (iv))
–Classification of accommodation with a care or service offering (note 3)
– Fair value of investment property and investment property under
development (note 3.1)
–Fair value of freehold land and buildings (note 3.2)
–Classification and fair value of held for sale facilities (note 3.3)
–Revenue recognition of deferred management fees (note 3.4)
–Fair value of right of use assets
–Recognition of deferred tax (refer below)
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS
For the six months ended 30 September 2023
1.1 Basis of preparation (continued)
The Group may recognise deferred tax assets to the extent that it is probable that the
Group will generate future economic profits to utilise the deferred tax assets or to the
extent that they offset deferred tax liabilities. As at 30 September 2023 the Group
recognised a deferred tax asset of $21.8m (31 March 2023: $24.8m) representing tax
losses generated in order to offset the net deferred tax position.
After taking into consideration tax losses generated in the period to 30 September 2023,
the Group now has an estimated $209.1m (31 March 2023: $201.3m) of available tax
losses as at 30 September 2023.
1.2 Accounting Policies
(i) New Accounting Standards
No changes to accounting policies have been made during the period and the Group has
not early adopted any standards, amendments or interpretations to existing standards
that are not yet effective.
(ii) Measurement of Fair Value
The Group classifies its fair value measurement using the fair value hierarchy that reflects
the significance of the inputs used in making the measurements. The fair value hierarchy
has the following levels.
Level 1: Quoted prices (unadjusted) in active markets for the identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable
for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived
from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
The carrying amount of all financial assets and liabilities is considered to approximate
their fair value.
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS2223
1.3 Significant Events and Transactions (continued)
(i) Acquisitions
Remuera Rise and Bream Bay
On 6 May 2022 in the comparative period, a number of Sale and Purchase Agreements
were entered into in relation to Remuera Rise and Bream Bay:
a. Oceania Village Company Limited and Oceania Care Company Limited entered
into a Sale and Purchase Agreement with Remuera Rise Limited and Lifecare
Residences NZ Limited to purchase the business assets in relation to Remuera Rise
for a value of $38.1m subject to purchase price adjustments. Remuera Rise is an
established village with 58 independent living apartments and 12 rest home beds.
The Sale and Purchase Agreement was subject to the parties obtaining the
consent of the Statutory Supervisor, the Ministry of Health and the Auckland
District Health Board. This transaction was settled on 1 July 2022 which is the
date of acquisition.
b. Oceania Village Company Limited entered into a Sale and Purchase Agreement
with Private Health Care (NZ) Limited and PGB Investments Limited to purchase
the shares of Bream Bay Village Limited for a value of $18.9m. At the time of
acquisition eight villas were under construction. In accordance with the provisions
of the Sale and Purchase Agreement the sales value of these villas, was paid to
the vendor as part of the purchase consideration. As at 30 September 2022
this amounted to $3.0m with all villas now occupied. Bream Bay Village is an
established village with 83 independent living villas, including the eight villas under
construction at the time of acquisition. The Sale and Purchase Agreement was
subject to the parties obtaining Statutory Supervisor consent. This transaction
was settled on 1 July 2022 which is the date of acquisition.
Purchase consideration and fair value of net assets acquired
The purchase price was linked to the 31 March 2021 CBRE Limited valuation in respect of
Remuera Rise and the 8 December 2021 Colliers valuation of Bream Bay Village Limited
and both acquisitions were settled in cash. The acquisitions were accounted for using the
acquisition method which requires that all identifiable assets and liabilities be assumed at
their acquisition date fair value.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
1.3 Significant Events and Transactions (continued)
Contingent liabilities
No material contingent liabilities with respect to any of the above mentioned transactions
were noted during the due diligence process or since acquisition.
Bream Bay option
On 6 May 2022 Oceania Village Company Limited entered into an option agreement with
GNLC Limited to purchase 6.7 hectares of development land in Bream Bay, adjacent to
Bream Bay Village. The agreement granted Oceania Village Company Limited the option
to acquire this land for a purchase price of $8.4m plus GST. The option was exercised and
settlement took place on 11 July 2023.
(ii) Disposal of leasehold interest
Everil Orr
The Group has previously leased the Everil Orr site and assumed the role of Operator of
both Care and Village operations. On 5 March 2023, the Group entered into a Deed with
Airedale Property Trust, the lessor of the Everil Orr leasehold facility to exit the Group
from the Everil Orr site. As a result the care operations were closed on 21 March 2023 and
the lease terminated on 31 March 2023. On 31 March 2023 the Group’s operating interest
in relation to village operations at Everil Orr, Mount Albert, Auckland met the definition of
held for sale. An amount of $1.1m in respect of the purchase of the Group’s operational
interest was received in full on 3 April 2023.
Wesley
On 31 August 2023 the Group exited the Wesley Care Centre, Mt Eden, Auckland.
The site was leased from the owner Airedale Property Trust and the lease was not
extended beyond the expiry date.
(iii) Disposal of held for sale sites
On 9 May 2023 Oceania entered into an agreement to sell the Amberwood and
Greenvalley care sites in Auckland to a third party operator. The sale was completed
on 29 August 2023 and an amount of $11.2m received resulting in a gain of $1.0m in the
village segment on the held for sale value. This has been recognised in the Consolidated
Statement of Comprehensive Income.
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS2425
(iv) Weather Events: Auckland Floods and Cyclone Gabrielle
A number of significant weather events occurred in New Zealand during January
and February 2023. The Group owns and operates a number of sites in the Auckland
and Hawkes Bay regions which were impacted by these events. The Group continues
to engage with insurers in regards to claims relating to the flooding in Auckland on
27 January 2023 and Cyclone Gabrielle on and around 14 February 2023.
Accounting policy in relation to insurance proceeds
Insurance proceeds are accounted for as reimbursements under IAS 37 Provisions,
Contingent Liabilities and Contingent Assets. Insurance income, and related assets
are recognised when recovery is virtually certain.
The insurance proceeds and receivable in relation to these events have been included
within the Consolidated Statement of Comprehensive Income and the Consolidated
Balance Sheet and are summarised below.
$NZ000’s
Six months to
September 2023
12 months to
March 2023
Statement of Comprehensive Income
Insurance Proceeds – Material Damage
85110,022
Insurance Proceeds - Other
2,7602,003
Balance Sheet
Insurance receivable
8,38310,913
Material Damage
Amounts incurred in respect of remediation in the period to 30 September 2023 have
been recognised as additions to the properties they relate. Affected properties have
been valued by CBRE Limited as if the remediation has been completed and as such,
an estimate of remaining costs to be incurred to fully remediate properties has been
calculated based on third party quotations and assessments and has been recognised
as a reduction to the property value as at 31 March 2023. Refer to notes 3.1 and 3.2 for
impact on fair value.
Other
In addition to recovery of the expected remediation costs, the Group seeks recovery
of additional costs. These costs include business interruption costs and lost gross profit
associated with the Auckland and Hawkes Bay sites which were impacted by the weather
events and remediation. Initial recovery for these items is being sought from insurers
where appropriate.
Income in relation to these items is recognised as other revenue when the costs are
incurred, and it is virtually certain that these costs will be reimbursed. The assessment of
whether recoverability of these costs is virtually certain is a key judgement of the Group.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
1.4 Market Capitalisation
At balance date, the market capitalisation of the Group (being the 30 September 2023
closing share price, as quoted on the NZX Main Board, multiplied by the number of shares
on issue) was below the carrying amount of the Group’s net assets and shareholders’
funds. In considering the difference, the Group notes that over 90% of total assets at 30
September 2023 are property assets carried at fair value as assessed by CBRE Limited
and Colliers Limited as independent valuers, with CBRE Limited valuing. Colliers Limited
was also engaged to perform a review of the CBRE Limited valuation of certain sites in
the portfolio comprising 39.7% of the total value of property assets. This review supported
the CBRE Limited valuation.
2. Operating Performance
2.1 Operating Segments
The Group's chief operating decision maker is the Board of Directors.
The operating segments have been determined based on the information reviewed by the
Board of Directors for the purposes of allocating resources and assessing performance.
The assets and liabilities of the Group are reported to the chief operating decision maker
in total not by operating segment.
The Group operates in New Zealand and comprises three segments; care operations,
village operations and other.
Information regarding the operations of each reportable segment is included above.
Amongst other criteria, performance is measured based on segmental underlying
earnings before interest, tax, depreciation and amortisation (“EBITDA”), which is the most
relevant measure in evaluating the performance of segments relative to other entities that
operate within the aged care and retirement village industries.
Additional segmental reporting information
Capital expenditure: Refer to note 3 for details on capital expenditure.
Goodwill: Goodwill is allocated to cash generating units.
What is Total Comprehensive Income?
Total comprehensive income is a measure of the total performance of all segments
under NZ GAAP. It includes fair value movements relating to the Group’s care
centres and cash flow hedges.
1.3 Significant Events and Transactions (continued)
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS2627
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
2.1 Operating Segments (continued)
CareVillageOther
ProductIncludes traditional care beds and care suites.Includes independent living and
rental properties.
N/A
ServicesThe provision of accommodation, care and related
services to Oceania’s aged care residents.
Includes the provision of services such as meals and
care packages to independent living residents.
The provision of accommodation and related
services to independent residents in the
Group’s retirement villages.
Provision of support services to the Group
(includes administration, marketing
and operations).
In addition this segment includes the
provision of training by the Wesley Institute
of Nursing Education.
Recognition of Operating
Revenue and Expenses
The Group derives Operating Revenue from the
provision of care and accommodation. The daily fee
is set annually by the Ministry of Health.
In relation to the provision of superior
accommodation above the Government specification
the Group derives revenue from Premium
Accommodation Charges (“PACs”) or, in the case of
care suites, through Deferred Management Fees
(“DMF”).
Operating Expenses primarily include staff costs,
resident welfare expenses and overheads.
The Group derives Operating Revenue from
weekly service fees received from residents
in relation to the provision of accommodation
and rental income. Operating Revenue
also includes DMF accrued over the
expected occupancy period for the
relevant accommodation.
Operating Expenses include village property
maintenance, sales and marketing, and
administration related expenses.
Includes corporate office and corporate
expenses.
Finance costs relate to the cost of bank debt.
Income and expenditure relating to the
Wesley Institute of Nursing Education is
recognised in this segment.
Recognition of Fair Value
movements on New
Developments
Fair value increases or decreases are recognised in
other comprehensive income (i.e. not in profit or loss)
for the fair value movement above historical cost.
Impairments below historical cost are recognised in
comprehensive income (i.e. profit or loss).
Fair value movements are recognised in
comprehensive income (i.e. profit or loss).
N/A
Recognition of Fair Value movements
on Existing Care Centres and
Retirement Villages
Fair value movements are treated the same as above.
When sites are decommissioned for development this
results in an impairment of the buildings and chattels
which is recognised in comprehensive income (i.e.
profit or loss).
Fair value movements are recognised in
comprehensive income (i.e. profit or loss).
N/A
Recognition in Underlying Profit
(refer note 2.1 overleaf)
Fair value movements are removed.Fair value movements are removed. Realised
gains on resales and the development
margins from the sale of independent living
units and care suites are included, reflective
of the ownership structure of the assets.
No material adjustments.
Asset CategorisationAssets used, or, in the case of developments, to be
used, in the provision of care are recognised as
property, plant and equipment.
Assets used for village operations are
recognised as investment property.
Corporate office assets are recognised as
property, plant and equipment. Assets
include intangibles (e.g. software).
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS2829
2.1 Operating Segments (continued)
Six months ended 30 September 2023
(unaudited)
$NZ000’s
Care
Operations
Village
OperationsOtherTotal
Revenue
102,68025,0763,858131,614
Change in fair value of
investment property
- 47,388 - 47,388
Other income
5433,808-4,351
Total income
103,22376,2723,858183,353
Operating expenses
(93,291)(18,583)(14,591)(126,465)
Impairment of goodwill
(269) - - (269)
Impairment of property, plant
and equipment
(7,588) - - (7,588)
Impairment of held for sale assets
-(1,258)-(1,258)
Segment EBITDA
2,07556,431(10,733)47,773
Interest income
-5502,0502,600
Finance costs
- - (8,589)(8,589)
Depreciation (buildings and
care suites)
(6,044) - (358)(6,402)
Depreciation and amortisation
(chattels, leasehold improvements
and software)
(2,323)-(701)(3,024)
(Loss) / profit before income tax
(6,292)56,981(18,331)32,358
Income tax benefit
3,3252,709(3,241)2,793
Profit / (loss) for the period
attributable to shareholders
(2,967)59,690(21,572)35,151
Other comprehensive income
Gain on revaluation of property,
plant and equipment for the
period, net of tax
26,619 - - 26,619
Loss on cash flow hedges, net of tax
- - (120)(120)
Total comprehensive income / (loss) for
the period attributable to shareholders
of the parent
23,65259,690(21,692)61,650
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
Six months ended 30 September 2022
(unaudited)
$NZ000’s
Care
Operations
Village
OperationsOtherTotal
Revenue
96,49324,0591,565122,117
Change in fair value of
investment property
-21,328-21,328
Gain on purchase of business assets
-543-543
Other income
841,01761,107
Total income
96,577 46,947 1,571 145,095
Operating expenses
(85,334)(14,165)(14,359)(113,858)
Impairment of goodwill
(124)(581)-(705)
Impairment of property, plant
and equipment
(2,636)--(2,636)
Impairment of right of use
investment property
(1,431)-(1,431)
Impairment of held for sale assets
-(2,545)-(2,545)
Segment EBITDA
8,48328,225(12,788)23,920
Interest income
-17343360
Finance costs
--(6,331)(6,331)
Depreciation (buildings and
care suites)
(5,447)-(374)(5,821)
Depreciation and amortisation
(chattels, leasehold improvements
and software)
(2,730)-(770)(3,500)
Profit / (loss) before income tax
30628,242(19,920)8,628
Income tax benefit
400(589)2,7592,570
Profit / (loss) for the period
attributable to shareholders
70627,653(17,161)11,198
Other comprehensive income
Gain on revaluation of property,
plant and equipment for the
period, net of tax
14,156 - - 14,156
Loss on revaluation of right of
use asset for the period, net of tax
(54) - - (54)
Gain on cash flow hedges, net of tax
- - 1,9611,961
Total comprehensive income / (loss) for
the period attributable to shareholders
of the parent
14,80827,653(15,200)27,261
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS3031
2.1 Operating Segments (continued)
Underlying net profit after tax (“Underlying Profit”)
Underlying Profit and Underlying EBITDA are non-GAAP measures of financial
performance and considered in the determination of dividends. The calculation of
Underlying Profit and Underlying EBITDA requires a number of estimates to be approved
by the Directors in their preparation. Both the methodology and the estimates may differ
among companies in the retirement village sector. Underlying Profit and Underlying
EBITDA do not represent cash flow generated during the period.
The Group calculates Underlying Profit and Underlying EBITDA by making the following
adjustments to reported Net Profit after Tax:
Net profit after tax
RemoveChange in fair value of investment property, right of use investment property
assets and cash flow hedges and impairment / reversal of impairment of
property, plant and equipment, right of use property, plant and equipment and
held for sale assets
Add backImpairment of goodwill
Add backRental expenditure in relation to right of use investment property assets
Add back /
remove
Loss / gain on sale, decommissioning or purchase of assets and business
assets including associated costs
Add backDepreciation (care suites)
RemoveInsurance income recognised in relation to material damage due to adverse
weather events
Add backDirectors’ estimate of realised gains on the resale of units and care suites sold
under an ORA
Add backDirectors’ estimate of realised development margin on the first sale of new ORA
units or care suites following the development of an ORA unit or care suite,
conversion of an existing care bed to a care suite or conversion of a rental unit
to an ORA unit
Add backDeferred taxation component of taxation expense so that only the current tax
expense is reflected
=Underlying Profit
RemoveInterest income
Add backFinance costs (including lease interest under NZ IFRS 16 Leases but excluding
hedge ineffectiveness)
Add backDepreciation and amortisation (including right of use and property,
plant and equipment)
=Underlying EBITDA
2.1 Operating Segments (continued)
Resale gain – Underlying Profit
The Directors’ estimate of realised gains on resales of ORA units and care suites (i.e. the
difference between the incoming resident’s ORA licence payment and the ORA licence
payment previously received from the outgoing resident) is calculated as the net cash
flow received, and receivable at the point that the ORA contract becomes unconditional
and has either “cooled off” (the contractual period in which the resident can cancel the
contract) or where the resident is in occupation at balance date.
Development margin – Underlying Profit
The Directors’ estimate of realised development margin is calculated as the ORA licence
payment received, and receivable, in relation to the first sale of new ORA units and care
suites, at the point that the ORA contract becomes unconditional and has either “cooled
off” or where the resident is in occupation at balance date, less the development costs
associated with developing the ORA units and care suites. Where the development has
been acquired in a business combination the development costs are equal to the
purchase price.
The Directors’ estimate of realised development margin for conversions is calculated
based on the difference between the ORA licence payment received, and receivable, in
relation to sales of newly converted ORA units and care suites, at the point that the ORA
contract becomes unconditional and has either “cooled off” or where the resident is in
occupation at balance date, and the associated conversion costs.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS3233
2.1 Operating Segments (continued)
The table below describes the composition of development and conversion costs.
IncludedNew builds:
– the construction costs directly attributable to the relevant project, including
any required infrastructure (e.g. roads) and amenities related to the units
(e.g. landscaping) as well as any demolition and site preparation costs
associated with the project. The costs are apportioned between the ORA
units and care suites, in aggregate, using estimates provided by the project
quantity surveyor. The construction costs for the individual ORA units or
care suites sold are determined on a prorated basis using gross floor areas
of the ORA units and care suites;
– an apportionment of land value based on the gross floor area of the ORA
units and care suites developed. The value for Brownfield
1
development land
is the estimated fair value of land at the time a change of use occurred
2
(from operating as a care centre or retirement village to a development site),
as assessed by an external independent valuer. Greenfield
3
development
land is valued at historical cost; and
– capitalised interest costs to the date of project completion apportioned
using the gross floor area of ORA units and care suites developed.
Conversions:
– of care beds to care suites - the actual refurbishment costs incurred; and
– of rental units to ORA units - the actual refurbishment costs incurred and
the fair value of the rental unit prior to conversion.
Excluded– Construction, land (apportioned on a gross floor area basis) and interest
costs associated with common areas and amenities or any operational or
administrative areas.
Six months ended 30 September 2023
(unaudited)
$NZ000’s
Care
Operations
Village
OperationsOtherTotal
Total comprehensive income /
(loss) for the period attributable to
shareholders of the parent
23,65259,690(21,692)61,650
Adjusted for Underlying Profit items
Less: Change in fair value of
investment property, right of use
assets and cash flow hedges and
impairment of property, plant and
equipment and held for sale assets
(19,030)(46,130)120(65,040)
Add: Impairment of goodwill
269 - -269
Add: Depreciation (care suites)
5,172 - - 5,172
Add: loss on sale of business assets
including associated costs
- 108 - 108
Less: Change in estimate of
impairment as a result of weather
events
- (270) - (270)
Add: Realised resale gain
- 15,390 - 15,390
Add: Realised development margin
- 12,913 - 12,913
Underlying net profit before tax
10,06341,701(21,572)30,192
Less: Deferred tax benefit
(3,325)(2,709)3,241(2,793)
Underlying net profit after tax
6,73838,992(18,331)27,399
Less: Interest income
-(550)(2,050)(2,600)
Add: Finance costs (excluding
hedge ineffectiveness)
- -8,5848,584
Add: Depreciation (buildings)
872 -3581,230
Add: Depreciation and amortisation
(chattels, leasehold improvements
and software)
2,323 -7013,024
Underlying EBITDA
9,93338,442(10,738)37,637
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
1
Brownfield land refers to land previously utilised by, or part of, an operational aged care centre or retirement village.
2
The timing of a change of use is a Directors’ estimate. It is based on a range of factors including evidence of steps taken
to secure a resource consent and/or building consent for a particular development or stage of a development and the
decommissioning of existing operations (either through the buy-back of existing village ORA units or decommissioning of
an existing care centre). Note the cost of buybacks is not included in the development cost as an independent fair value
of the land on an unencumbered basis is used as the value ascribed to the development land.
3
Greenfield land refers to land not previously utilised by, or as part of, an operational aged care centre or retirement
village. Greenfield land is typically bare (undeveloped) land at the time of purchase.
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS3435
2.1 Operating Segments (continued)
Six months ended 30 September 2022
(unaudited)
$NZ000’s
Care
Operations
Village
OperationsOtherTotal
Total comprehensive income / (loss) for
the period attributable to shareholders
of the parent
14,80827,653(15,200)27,261
Adjusted for Underlying Profit items
Less: Change in fair value of investment
property, right of use assets and
cash flow hedges and impairment of
property, plant and equipment and
held for sale assets
(11,466)(17,351)(1,961)(30,778)
Add: Impairment of goodwill
124 581 - 705
Add: Rental expenditure in relation
to right of use asset
- - - -
Add: Depreciation (care suites)
4,385 - - 4,385
Less: Gain on purchase of business
assets including associated costs
- (316) - (316)
Add: Realised resale gain
- 16,436 - 16,436
Add: Realised development margin
- 12,651 - 12,651
Underlying net profit before tax
7,85139,654(17,161) 30,344
Less: Deferred tax benefit
(400)589(2,759) (2,570)
Underlying net profit after tax
7,45140,243(19,920)27,774
Less: Interest income
-(17)(343)(360)
Add: Finance costs (excluding
hedge ineffectiveness)
--6,3316,331
Add: Depreciation (buildings)
1,062-3741,436
Add: Depreciation and amortisation
(chattels, leasehold improvements
and software)
2,730-7703,500
Underlying EBITDA
11,24340,226(12,788)38,681
3. Property Assets
The Group operates care centres and retirement villages. As outlined in section 2.1,
village sites are typically investment property and care sites are typically property,
plant and equipment.
What is Investment Property?
Land and buildings are classified as investment property when they are held to
generate revenue either through capital appreciation or through rental income.
As residents occupying our retirement villages live independently, the level of
services provided is seen as secondary to the provision of accommodation.
Accordingly, these buildings are classified as investment property as they are held
primarily to generate DMF income.
What is Property, Plant and Equipment?
Land, buildings and chattels are classified as property, plant and equipment
when they are used to generate revenue through the provision of goods and
services or for administration purposes.
As residents occupying our care centres, including care suites, require services
including nursing care, meals and laundry the buildings in which they live are
considered to be operated by the Group to generate this revenue and are
classified as property, plant and equipment.
What is a Care Suite?
Care suites are a premium offering for a resident requiring rest home or hospital
level care. The care suite is located within a care centre. Rather than pay a daily
premium accommodation charge for the provision of the premium room the
residents enter into an ORA with a net management fee.
What is Held for Sale?
Assets are classified as held for sale when the carrying amount will be recovered
principally through a sale transaction rather than through continuing use.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS3637
3. Property Assets (continued)
Classification of Serviced Apartments and Care Suites
Where services are provided to residents who occupy accommodation under an ORA, it
is the Group’s policy to assess their level of significance in the context of the overall
income derived from the serviced apartment or care suite in ascertaining whether the
serviced apartment or care suite is freehold land and buildings (referred to as property,
plant and equipment) or investment property.
The Group applies the following principles when ascertaining the appropriate accounting
treatment to be applied:
3.1 Village Assets: Investment Property
$NZ000’s Notes
Unaudited
Sept 23
Audited
Mar 23
Investment property under development at fair value
Opening balance
141,738173,899
Acquisition
22,284-
Impact of change to GST taxable supplies
1
- (4,397)
Capitalised expenditure (including land acquisitions)
48,41092,788
Capitalised interest and line fees
1,305 2,301
Transfer to completed investment property
(68,598)(150,871)
Transfer to held for sale
3.3
- (5,714)
Change in fair value during the period
5,93933,732
Closing balance
151,078141,738
Completed investment property at fair value
Opening balance
1,455,9831,204,653
Acquisition
1.3(i)
- 138,010
Impact of change to GST taxable supplies
1
(768) (4,080)
Transfer from investment property under development
68,598150,871
Transfer to property, plant and equipment
3.2
80(1,552)
Transfer to held for sale
3.3
- (29,119)
Capitalised expenditure
9,2765,437
Capitalised interest and line fees
2,4795,998
Impairment as a result of weather events
(915)(8,917)
Change in fair value during the period
42,364(5,318)
Closing balance
1,577,0971,455,983
Total investment property
1,728,1751,597,721
CLASSIFICATION
CONSIDERATION OF SIGNIFICANCE OF CASH FLOWS
SCENARIO
Additional services
are optional
Services are
compulsory but an
insignificant portion
of total revenue
from the unit
Services are
compulsory and a
significant portion
of the total revenue
from the unit
Full ARRC
1
funded
care is compulsory
for that unit/bed
Independent living
(villa or apartment)
Care suiteServiced apartmentTraditional care bed
Qualitatively the
business model is the
provision of retirement
accommodation
Quantitatively
insignificant
(a guideline of under
20% of total revenue
is adopted) and
qualitatively the
business model is the
provision of retirement
accommodation
Quantitatively
significant.
Qualitatively the
business model is the
provision of care
Qualitatively the
business model is
the provision of care.
Quantitative
assessment not
relevant as price of
accommodation does
not change overall
purpose of the
accommodation
Investment Property
Village Assets
Property, Plant and Equipment
Care Assets
1
ARRC refers to age-related residential care.
1
Relates to GST claimed on land purchased in a prior period subject to a change in use adjustment in the current period.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS3839
3.1 Village Assets: Investment Property (continued)
Change in Fair Value Recognised in the Consolidated Statement of
Comprehensive Income
$NZ000’s
Unaudited
Sept 2023
Unaudited
Sept 2022
Increase in fair value of investment property
130,454163,851
Add: Transfers to property, plant and equipment,
right of use assets and held for sale during the period
(80) 34,833
Less: Capitalised expenditure including capitalised interest
(82,986)(95,095)
Less: Resident obligations on acquisition
- (82,261)
Change in fair value recognised in
Consolidated Statement of Comprehensive Income
47,38821,328
A reconciliation between the valuation and the amount recognised as investment property
is as follows:
$NZ000’s
Unaudited
Sept 2023
Audited
Mar 2023
Investment Property under development
Valuation
151,078141,738
151,078141,738
Completed Investment Property
Valuation
826,667 744,733
Add: Refundable occupation licence payments927,257 884,890
Add: Residents’ share of resale gains5,790 5,920
Less: Management fee receivable(157,192) (147,278)
Less: Resident obligations for units not included in valuation (25,425) (32,282)
1,577,097 1,455,983
Total investment property at fair value1,728,1751,597,721
Where an incoming resident has an unconditional ORA in respect of a retirement village
unit and the corresponding outgoing resident for that same accommodation has not yet
been refunded, the independent valuation is adjusted for the incoming resident balances
only. In certain circumstances accommodation under an ORA is valued as development
land. In these situations the independent valuation is not adjusted for the refundable
amounts and consequently no offsetting “gross up” is required. An adjustment of $25.4m
(31 March 2023: $32.3m) is included in the above reconciliation to reflect this.
3.1 Village Assets: Investment Property (continued)
The valuation of investment property is adjusted for cash flows relating to refundable
occupation licence payments, residents' share of resale gains and management fee
receivable recognised separately on the Consolidated Balance Sheet and also reflected
in the valuation model.
Why do we adjust for the liability to residents?
In the external valuation the fair value of investment property includes an
allowance for the amount that is payable by the Group to residents already in
occupation within the property. However, this liability to existing residents is
recognised in the Group’s Consolidated Balance Sheet (referred to as refundable
occupation right agreements – refer to note 3.4). Accordingly, the Group adds this
net liability to residents to the external valuation to “gross up” the fair value of
investment property and avoid double counting the liability to residents.
Valuation Process and Key Inputs
Investment Property under Development
CBRE Limited provided valuations of development land in respect of investment property
under development as at 30 September 2023 (31 March 2023: CBRE Limited and
Colliers Limited).
The fair value of investment property is determined by the Directors having taken into
consideration the valuation conducted by the external valuers as independent registered
valuers and the cost of work undertaken in relation to investment property under
development.
The Group has applied the following methodology in relation to the measurement of
investment property under development:
Practical completion not achieved
Where the development still requires substantial work such that practical completion
is not going to be achieved, and a reliable estimate of fair value cannot be made, at
or close to balance date, the fair value recognised is the fair value of the development
land per the Directors’ valuation plus the cost of any work in progress. An amount of
$48.9m as at 30 September 2023 (31 March 2023: $53.1m) has been recognised in
relation to these development sites.
Where an individual development is of both investment property and freehold
buildings in nature, the fair value of land and work in progress is apportioned
between investment property under development and freehold land and buildings
under development, by applying the estimated gross floor area for these respective
areas of the development based on information obtained from the project quantity
surveyors at the planning and design stages.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS4041
Practical completion achieved
Where a development is practically completed, or likely to be completed at, or close
to, balance date the investment property is measured at its completed fair value
per the Directors’ valuation with an adjustment made for any estimated costs, in
accordance with the project budget, to be incurred to complete the development,
and is then transferred to completed investment property.
Completed Investment Property
As required by NZ IAS 40 Investment Property, the valuation of investment property is
adjusted for cash flows relating to refundable occupation licence payments, residents’
share of resale gains and management fees receivable recognised separately on the
Consolidated Balance Sheet and also reflected in the valuation model.
The Group's interest in all completed investment property was valued on 30 September
2023 by CBRE Limited at a total of $826.7m (31 March 2023: $744.7m).
Property Specific Assumptions
Seismic Assessments
The external valuations, and accordingly the fair value of investment property,
incorporates an allowance in relation to remediation to properties where seismic strength
testing has been carried out. An amount of $6.6m has been recognised in relation to
estimated remediation of two sites (31 March 2023: nil).
Weather Events: Auckland Floods and Cyclone Gabrielle
The fair value of completed investment property has been adjusted downwards for the
cost of future works to be undertaken to remediate damage caused by the Auckland
Floods, by an amount of $6.1m (31 March 2023: $7.7m on damage caused by the
Auckland Floods and Cyclone Gabrielle).
Significant Unobservable Inputs
The stabilised occupancy period is a key driver of the CBRE Limited valuation.
A significant increase / (decrease) in the occupancy period would result in a significantly
lower/ (higher) fair value measurement.
Current ingoing price, for subsequent resales of ORAs, is a key driver of the
CBRE Limited valuation. A significant increase / (decrease) in the ingoing price (as
driven by the property growth rates) would result in a significantly higher / (lower)
fair value measurement.
3.2 Care Assets: Property, Plant and Equipment
$NZ000’s Notes
Freehold
Land and
Buildings
Under
Development
Freehold
Land
Freehold
Buildings
Chattels and
Leasehold
Improvements Total
Period ended
30 September 2023 (unaudited)
Opening net book amount
89,098 109,071496,448 17,552712,169
Additions14,351 -1,2855,88221,518
Capitalised interest and
line fees
5,781-1,561 -7,342
Disposals-- -(1,268)(1,268)
Depreciation--(5,997)(2,103)(8,100)
Transfer to investment
property
3.1--(80)-(80)
Reclassification within
Property, Plant and
Equipment
(44,379)1,58042,799--
Revaluation surplus
Change in estimate of
impairment as a result
of weather events
--1,185-1,185
Change in fair
value recognised in
comprehensive income
(4,177)275(4,871) - (8,773)
Change in fair value
recognised in other
comprehensive income
1
(710)9,52020,649 - 29,459
Closing net book amount59,964120,446552,97920,063753,452
At 30 September 2023
Cost
-- -57,05957,059
Valuation59,964120,446552,979-733,389
Accumulated depreciation---(36,996)(36,996)
Net book amount59,964120,446552,97920,063753,452
1
The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax.
3.1 Village Assets: Investment Property (continued)
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS4243
3.2 Care Assets: Property, Plant and Equipment (continued)
$NZ000’s Notes
Freehold Land
and Buildings
Under
Development
Freehold
Land
Freehold
Buildings
Chattels and
Leasehold
Improvements Total
Year ended
31 March 2023 (audited)
Opening net book amount
105,150 113,031448,42619,985686,592
Additions45,3401,0005,3453,44255,127
Impact of change to GST
taxable supplies
1
(894)---(894)
Capitalised interest and
line fees
2,680 -381 -3,061
Disposals - - -(2)(2)
Depreciation - -(10,831)(4,354)(15,185)
Transfer from
investment property
3.1 - - 1,552 - 1,552
Transfer to held for sale3.3(1,319)(14,740)(14,418)(1,519)(31,996)
Reclassification within
Property, Plant and
Equipment
(58,452)16,03542,417 - -
Revaluation surplus
Impairment as a result
of weather events
- -(1,943) -(1,943)
Change in fair
value recognised in
comprehensive income
(2,189) (640)(1,759) - (4,588)
Change in fair value
recognised in other
comprehensive income
2
(1,218)(5,615)27,278 - 20,445
Closing net book amount89,098109,071496,44817,552712,169
At 31 March 2023
Cost
- - - 54,548 54,548
Valuation 89,098109,071496,448 - 694,617
Accumulated depreciation - - - (36,996)(36,996)
Net book amount89,098109,071496,44817,552712,169
3.2 Care Assets: Property, Plant and Equipment (continued)
Land and Buildings Under Development
A valuation in respect of development land was provided by CBRE Limited as at
30 September 2023.
Any costs incurred to 30 September 2023 on the developments are included in arriving
at the fair value as at 30 September 2023.
The Group has applied the following methodology in relation to the measurement of land
and buildings under development:
Practical completion not achieved
Where the development still requires substantial work such that practical completion
is not going to be achieved, and a reliable estimate of fair value cannot be made, at
or close to balance date, the fair value recognised is the fair value of the development
land per the Directors’ valuation plus the cost of any work in progress. An amount of
$46.0m as at 30 September 2023 (31 March 2023: $63.9m) has been recognised in
relation to these development sites.
Where an individual development is of both investment property and freehold
buildings in nature, the fair value of land and work in progress is apportioned
between investment property under development and freehold land and buildings
under development, by applying the estimated gross floor area for these respective
areas of the development based on information obtained from the project quantity
surveyors at the planning and design stages.
Practical completion achieved
Where a development is practically completed, or likely to be completed at, or close
to, balance date the land and buildings are measured at its completed fair value per
the Directors’ valuation with an adjustment made for any estimated costs, in
accordance with the project budget, to be incurred to complete the development,
and is then transferred to completed land and buildings.
Completed Land and Buildings
A valuation in respect of completed land and buildings was provided by CBRE Limited
as at 30 September 2023.
The valuation of the Group’s care centres was apportioned to land, buildings, chattels
and goodwill. The fair value of land and buildings as calculated by CBRE Limited is
based on the level of rent able to be generated from the maintainable net cash flow of
the site subject to average efficient management. The fair value of the Group’s land and
buildings as determined by the Directors is based on these apportionments. However,
chattels are carried at historic cost less depreciation and the amount apportioned to
goodwill by CBRE Limited is not recorded in the consolidated financial statements.
1
Relates to GST claimed on land purchased in a prior period subject to a change in use adjustment in the current period.
2
The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS4445
3.2 Care Assets: Property, Plant and Equipment (continued)
Care Suites and Serviced Apartments
As discussed earlier in note 3, where services are provided to residents who occupy
accommodation under an ORA, it is the Group’s policy to look at the significance of
these services in the context of the overall revenue derived from the care suite or serviced
apartment in ascertaining whether the care suite or serviced apartment is property, plant
and equipment or investment property. Care suite residents occupying accommodation
under an ORA receive a significant level of services. Hence, they are included in property,
plant and equipment. Care suite land and buildings are held at fair value.
Property Specific Assumptions
Weather Events: Auckland Floods and Cyclone Gabrielle
The fair value of completed freehold buildings has been adjusted downwards for the cost
of future works to be undertaken to remediate damage caused by the Auckland Floods
by an amount of $1.0m (31 March 2023: $1.8m on damage caused by the Auckland
Floods and Cyclone Gabrielle).
Key Accounting Estimates and Judgements
All land and buildings have been determined to be Level 3 (31 March 2023: Level 3) in the
fair value hierarchy as the fair value is determined using inputs that are unobservable.
Significant Unobservable Inputs
The significant unobservable input used in the fair value measurement of the Group’s
development land is the value per m
2
assumption. Increases in the value per m2 rate
result in corresponding increases in the total valuation.
The significant unobservable input used in the fair value measurement of the Group’s
portfolio of completed land and buildings is the capitalisation rate applied to earnings.
A significant decrease/ (increase) in the capitalisation rate would result in significantly
higher / (lower) fair value measurement.
3.3 Held for Sale
Assets are classified as held for sale when their carrying amount is to be recovered
principally through a sale transactions and a sale is considered highly probable.
They are stated at the lower of carrying amount and fair value less costs to sell, except
for investment property assets held for sale which are carried at fair value.
As at 30 September 2023 six facilities are being actively marketed for sale and one is held
under contract, and as such continue to meet the definition of held for sale (31 March
2023: 11 facilities). These facilities and their respective land, building, investment property
and plant and equipment have been reclassified for reporting purposes.
3.3 Held for Sale (continued)
Assets previously classed as Investment Properties are held on the Consolidated Balance
Sheet at their fair value, assets previously classed as Property, Plant and Equipment are
held on the Consolidated Balance Sheet at current valuation, which is the lower of fair
value less costs to sell and the carrying amount.
Changes in fair value from the date of classification to held for sale are recognised in
comprehensive income. See note 3.4 for resident liabilities associated with these held for
sale assets.
During the period to 30 September 2023, three sites were disposed of. Refer to Note 1.3(ii)
and (iii) for further details.
$NZ000’s Notes
Unaudited
Sept 2023
Audited
Mar 2023
Opening balance
101,652-
Transfer from investment property
3.1
-34,833
Transfer from property, plant and equipment
3.2
-31,996
Transfer from right of use assets
-31,995
Additions
440942
Disposals
1.3(ii),(iii)
(42,070)-
Change in fair value during the period
(1,258)1,886
Closing balance
58,764101,652
3.4 Refundable Occupation Right Agreements
What is an ORA?
An ORA is a contract which sets out the terms and conditions of occupation of
an independent living unit or care suite. A new resident is charged a refundable
occupation licence payment in consideration for the right to occupy one of the
Group’s units, apartments or care suites. On termination of the ORA the
occupation licence payment is repaid to the exiting resident.
What is DMF?
An amount equal to a capped percentage of the occupation licence payment is
charged by the Group as a management fee for the right of use of the unit and
enjoyment of the common areas of the village. The deferred management fee is
payable by the resident on termination of the ORA.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS4647
3.4 Refundable Occupation Right Agreements (continued)
$NZ000’s
Unaudited
Sept 2023
Audited
Mar 2023
Village
Refundable occupation licence payments
927,257884,890
Residents’ share of resale gains
5,7905,920
Less: Management fee receivable (per contract)
(202,205)(191,599)
730,842699,211
Care Suites
Refundable occupation licence payments
244,012215,206
Accommodation rebate
8983
Less: Management fee receivable (per contract)(39,217)(34,922)
204,884180,367
Total refundable occupation right agreements935,726 879,578
Held for Sale
1,2
Refundable occupation licence payments
19,25558,475
Residents’ share of resale gains
240220
Less: Management fee receivable (per contract)
(4,820)(15,282)
14,67543,413
Reconciliation of Management Fees recognised under NZ IFRS and per ORA
$NZ000s
Unaudited
Sept 2023
Audited
Mar 2023
Village
Management fee receivable (per contract)
(202,205)(191,599)
Deferred management fee
45,01344,321
Management fee receivable (per NZ IFRS)(157,192)(147,278)
Care Suites
Management fee receivable (per contract)
(39,217)(34,922)
Deferred management fee
817
1,013
Management fee receivable (per NZ IFRS)(38,400)(33,909)
Held for Sale
1
Management fee receivable (per contract)
(4,820) (15,282)
Deferred management fee
1,062 3,679
Management fee receivable (per NZ IFRS)
(3,758) (11,603)
4. Shareholder Equity and Funding
4.1 Shareholder Equity and Reserves
Unaudited
Sept 2023
Shares
Audited
Mar 2023
Shares
Unaudited
Sept 2023
$NZ000’s
Audited
Mar 2023
$NZ000’s
Share capital
Issued and fully paid up capital
724,154,779720,555,185715,960713,374
Total contributed equity
724,154,779720,555,185715,960713,374
Movements
Opening balance of ordinary
shares issued
720,555,185710,204,500713,374705,291
Shares issued for employee
share scheme
53,7611,174,602--
Shares issued for dividend
reinvestment plan
3,332,9399,176,0832,5868,083
Treasury shares reacquired----
Share issue (rights issue)212,894---
Capitalised costs in relation
to rights issue
----
Closing balance of ordinary
shares issued
724,154,779720,555,185715,960713,374
All ordinary shares rank equally with one vote attached to each fully paid ordinary share.
The shares have no par value. The Company incurred no transaction costs issuing shares
during the period (31 March 2023: nil).
Dividend Reinvestment Plan (“DRP”)
On 25 July 2019, the Board approved the implementation of a dividend reinvestment
plan for New Zealand and Australian shareholders.
1
Refundable occupation licence payments of $38.7m and management fees receivable of $9.0m held for sale as of 31 March
2023 in relation to the Everil Orr site were disposed on 3 April 2023. Refer to note 1.3(ii) for further details.
2
The amount on the face of the Balance Sheet in relation to refundable occupation right agreements held for sale includes
an amount of $1.1m in relation to deferred management fees detailed further in this note (31 March 2023: $3.6m).
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS4849
4.1 Shareholder Equity and Reserves (continued)
The Share Rights for the 2022 grant are subject to one performance hurdle. Share Rights
will qualify for vesting on a straight line basis, from 0%, where the TSR from the
commencement date to the measurement date is equal to the 25th percentile of the
NZX50 Group, to 100% where the TSR is equal to or greater than the 75th percentile of
the NZX Group.
SchemeDate
Share rights
issued
Share rights
lapsed
Share rights
vested
2020 LTI
20 September 20201,951,8731,602,866349,007
2021 LTI 6 September 20211,078,125515,625n/a
2022 LTI18 November 20221,430,150365,287n/a
On 11 September 2023 the Board approved a new Share Option Plan. The option plan has
been established to:
a. Reward and retain key employees;
b. Drive longer-term performance and alignment of incentives of participants with
the interests of the group's shareholders; and
c. Encourage longer term decision-making by participants.
Participants in the Option Plan will be granted options to acquire ordinary shares from
time to time. These options will, subject to those participants’ continued employment
by Oceania, be exercisable by participants during specified exercise periods for a set
exercise price. On exercise of the share options, the Group will facilitate a cashless (net
settled) exercise by issuing such number of shares as is equal to the difference between
the then current market value and the exercise price, multiplied by the number of options
being exercised, divided by the then current market value.
SchemeDateShare options issuedExercise price
2023 Option Plan
11 September 202316,666,667$0.82
4.1 Shareholder Equity and Reserves (continued)
Unaudited
Sept 2023
value
per share
Unaudited
Sept 2023
number of
shares
Audited
Mar 2023
value per share
Audited
Mar 2023
number of
shares
Reinvestment of final dividend
for the prior period
$0.77543,332,939$0.98753,823,536
Reinvestment of interim dividend
for the period
--$0.80415,352,547
Long Term Incentive (“LTI”)
On 15 September 2020 the Board approved a new Long Term Incentive Scheme for
its senior executives (“LTI Scheme”). The LTI Scheme has been established to:
a. provide an incentive to key executives to commit to Oceania for the long term; and
b. align these executives’ interests with the interests of Oceania’s shareholders.
Participants in the Scheme will be granted Share Rights from time to time which will,
on vesting, convert into an entitlement to receive ordinary shares. Vesting will depend
on achievement of certain performance hurdles relating to Oceania’s total shareholder
return relative to the NZX50 and, for certain schemes, Oceania’s performance against
EBITDA targets.
Share Rights become exercisable if the holder remains employed on the vesting date
and performance hurdles are met over the period from the commencement date to
the measurement date, and in certain other exceptional circumstances. On becoming
exercisable, each Share Right will entitle the holder to receive one fully paid ordinary share
in Oceania Healthcare Limited, less an adjustment for tax paid on the holder’s behalf for
the benefit received under the Scheme. The Share Rights have a nil exercise price.
Performance Hurdles
The Share Rights in the 2020 and 2021 grant are divided between two performance
hurdles:
– Share Rights will qualify for vesting on a straight-line basis, from 0%, where the total
shareholder return (TSR) from the commencement date to the measurement date is
equal to the 35th percentile of the NZX50 Group, to 100% where the TSR is equal to
or greater than the 75th percentile of the NZX50 Group; and
– For the second performance hurdle, Share Rights will qualify for vesting if the
Group’s annual growth in underlying earnings (before interest, tax, depreciation and
amortisation) per share (UEPS) from the commencement date to the measurement
date is equal to or greater than the target for growth in UEPS for that period.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS5051
4.1 Shareholder Equity and Reserves (continued)
Dividends
Unaudited
Sept 2023
cents per share
Unaudited
Sept 2023
$NZ000’s
Audited
Mar 2023
cents per share
Audited
Mar 2023
$NZ000’s
Final dividend for the prior year
1.39,3672.316,335
Interim dividend for the period --1.913,589
Total dividends declared during
the period
1
9,36729,924
The Directors have resolved not to pay an interim dividend to provide for ongoing
investment in Oceania’s growth and portfolio transformation. The Directors will consider a
resumption of paying dividends at the next reporting date, after taking into consideration
cash flow, market conditions and growth opportunities.
Asset Revaluation Reserve
The asset revaluation reserve is used to record the revaluation of freehold land and
buildings and land and buildings under development. The amounts are recognised in
the Consolidated Statement of Comprehensive Income when it affects profit or loss.
Refer to note 3.2.
Cash Flow Hedge Reserve
The cash flow hedge reserve is used to record gains or losses on instruments used
as cash flow hedges. The amounts are recognised in the Consolidated Statement of
Comprehensive Income when the hedged transaction affects profit or loss. Refer to
note 5.6 of the 31 March 2023 consolidated financial statements.
4.2 Earnings per Share
Basic
Basic earnings per share is calculated by dividing the profit after tax of the Group by the
weighted average number of ordinary shares outstanding during the period.
Unaudited
Sept 2023
Unaudited
Sept 2022
Profit after tax ($’000)
35,15111,198
Weighted average number of ordinary shares outstanding ('000s)722,486712,334
Basic earnings per share (cents per share)
4.91.6
Diluted
Diluted earnings per share is calculated by adjusting the weighted average number
of ordinary shares outstanding to assume conversion of all dilutive potential ordinary
shares. As at 30 September 2023 there were 349,007 shares with a dilutive effect
(30 September 2022: Nil).
Unaudited
Sept 2023
Unaudited
Sept 2022
Profit after tax ($’000)
35,15111,198
Weighted average number of ordinary shares outstanding ('000s)722,835712,334
Diluted earnings per share (cents per share)
4.91.6
1
Total dividends declared during each period differs to dividends paid per the Consolidated Statement of Changes in Equity
as a result of dividends payable on shares held within the Group.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS5253
4.3 Borrowings
$NZ000’s
Unaudited
Sept 2023
Audited
Mar 2023
Secured
Bank loans
396,376332,764
Deferred payment on acquisition
-250
Capitalised loan costs
(1,747)(1,990)
Retail bond – OCA010
125,000125,000
Retail bond – OCA020
100,000100,000
Capitalised bond costs
(2,184)(2,435)
Total borrowings
617,445553,589
Current
-250
Non current
621,376557,764
Total borrowings excluding capitalised loan and costs
621,376558,014
Recognition and Measurement
Bank Loans
Interest is charged using the BKBM Bill rate plus a margin and line fee. Interest rates
applicable in the six month period to 30 September 2023 ranged from 7.05% to 7.13%
(year to 31 March 2023: 4.05% to 7.52%).
Deferred Payment on Acquisition of Previously Leased Site
Relates to the purchase of a previously leased site. The deferred payment was secured
by a first charge mortgage over the property and repaid in the current period.
4.3 Borrowings (continued)
Retail Bond
NZDX ID Issue Date
No. of
bonds$NZ000’sMaturity
Fixed
Interest
Unaudited
Trading
Interest at
Sept 2023
Audited
Trading
Interest at
Mar 2023
OCAO10
19 Oct 20125.0m$125,00019 Oct 272.3%8.1%7.4%
OCA020
13 Sept 21 100.0m$100,00013 Sept 283.3%8.1%7.3%
The bonds are quoted on the NZX Debt Market. Interest on OCA010 is payable quarterly
in January, April, July and October in equal instalments.
Interest on OCA020 is payable quarterly in March, June, September and December in
equal instalments.
Debt Financing
On 9 May 2022, in the comparative period, it was announced an agreement was entered
into with the banking syndicate to increase total debt facility limits from $350m to $500m
for a tenure of five years as follows:
i. General Corporate Facility limit increased to $235m (formerly $85m); and
ii. Development Facility limit remains at $265m
The facilities are held by a banking syndicate comprising ANZ, ASB and ICBC.
The entire debt facility is sustainability-linked for the entire five year period with a penalty
in the event of the Group not satisfying certain ESG targets and an interest discount in
the event that certain targets are met. For the period to 31 March 2023, two targets were
met and a third partially met. A discount was received for one metric and no penalty
interest was incurred.
Effective 17 August 2023, the company executed a limit switch. This transferred $50m of
available commitments from the General Corporate Facility to the Development Facility.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS5455
4.3 Borrowings (continued)
Financing Arrangements
At 30 September 2023, the Group held committed bank facilities with drawings
as follows:
Unaudited
September 2023
Audited
March 2023
$NZ000’sCommittedDrawnCommittedDrawn
General Corporate Facility
185,000112,470235,000111,850
Development Facility
315,000283,906265,000220,914
Total
500,000396,376500,000332,764
The Group’s revolving Development Facility is utilised to cover costs associated with
current development projects. The revolving General Corporate Facility is used for
general corporate purposes as well as for development land and initial costs for projects
not currently funded by the Development Facility.
Interest on the General Corporate Facility is typically payable quarterly. Interest on the
Development Facility is capitalised and repaid together with principal using the ORA
licence proceeds received upon settlement of initial sales of newly developed units and
care suites. Line fees are payable quarterly on the committed General Corporate Facility
and the Committed Development Facility.
The financial covenants in the Group’s debt facilities, with which the Group must
comply include:
a) Interest Cover Ratio – the ratio of Adjusted EBITDA to Net Interest Charges, where
interest charges relates to the interest and commitment fees in relation to the
General Corporate Facility, is not less than 2.0x;
b) Loan to Value Ratio – the ratio of total bank indebtedness shall not exceed 50%
of the total property value of all Group’s properties (including the “as-complete”
valuations for projects funded under the Development Facility); and
c) Guarantor Group Coverage – at all times the adjusted EBITDA of the
Guaranteeing Group must be at least 90% of the Adjusted EBITDA of the
total tangible assets of the Group; and
d) Development – at all times the outstanding principal amount under the
Development Facility shall not exceed the Development Value. Development
Value (per the most recent valuation excluding any settled stock) is the aggregate
value of all Residential Facilities in all Developments that are being funded by the
Development Facility less their cost to complete.
The covenants are tested half yearly. All covenants have been complied with during
the period.
4.3 Borrowings (continued)
Assets Pledged as Security
The bank loans and bonds of the Group are secured by mortgages over the Group’s
care centre freehold land and buildings and rank second behind the Statutory
Supervisors where the land and buildings are classified as investment property and
investment property under development.
As at 30 September 2023 the balance of the bank loans over which the properties are
held as security is $396.4m (31 March 2023: $332.8m).
5. Other Disclosures
5.1 Contingencies and Commitments
At 30 September 2023, the Group had no contingent liabilities (31 March 2023: nil).
At 30 September 2023, the Group has a number of commitments to develop and construct
certain development sites totalling $88.1m (31 March 2023: $124.8m).
As at 30 September 2023, the Group has a commitment in relation to the lease of Level 26,
188 Quay Street, Auckland from February 2024. The commencement date for this lease is
13 March 2024 for a term of nine years.
There are no significant unrecognised contractual obligations entered into for future
repairs and maintenance at balance date.
5.2 Events After Balance Date
Land Acquisition
On 21 November 2023 a sale and purchase agreement was entered into to acquire a
parcel of land for $4.2m. Settlement is expected to occur on 12 April 2024.
There have been no other significant events after balance date.
NOTES TO THE CONSOLIDATED INTERIM
FINANCIAL STATEMENTS (CONTINUED)
For the six months ended 30 September 2023
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS5657
Directors’ responsibility for the interim financial statements
The directors are responsible, on behalf of the Entity, for the preparation of the interim
financial statements in accordance with New Zealand Equivalent to International
Accounting Standard 34: Interim Financial Reporting and International Accounting
Standard 34: Interim Financial Reportingand for such internal control as the directors
determine is necessary to enable the preparation of the interim financial statements
that are free from material misstatement, whether due to fraud or error.
Auditor’s responsibilities for the review of the interim financial statements
Our responsibility is to express a conclusion on the interim financial statements based
on our review. NZ SRE 2410 (Revised) requires us to conclude whether anything has
come to our attention that causes us to believe that the interim financial statements,
taken as a whole, are not prepared in all material respects, in accordance with
New Zealand Equivalent to International Accounting Standard 34: Interim Financial
Reporting and International Accounting Standard 34: Interim Financial Reporting.
A review of interim financial statements in accordance with NZ SRE 2410 (Revised) is a
limited assurance engagement. We perform procedures, consisting of making enquiries,
primarily of persons responsible for financial and accounting matters, and applying
analytical and other review procedures. The procedures performed in a review are
substantially less than those performed in an audit conducted in accordance with
International Standards on Auditing (New Zealand) and consequently do not enable us
to obtain assurance that we would become aware of all significant matters that might
be identified in an audit. Accordingly, we do not express an audit opinion on those
interim financial statements.
The engagement partner on the review resulting in this independent auditor’s review
report is Brent Penrose.
Chartered Accountants
Auckland
22 November 2023
INDEPENDENT AUDITOR'S REVIEW REPORT (CONTINUED)
To the shareholders of Oceania Healthcare Limited
INDEPENDENT AUDITOR'S REVIEW REPORT
To the shareholders of Oceania Healthcare Limited
Independent auditor’s review report to the shareholders
Oceania Healthcare Limited
Conclusion
We have reviewed the interim financial statements of Oceania Healthcare Limited
(“the Company”) and its subsidiaries (together “the Group”) on pages 14 to 57 which
comprise the consolidated balance sheet as at 30 September 2023, and the consolidated
statement of comprehensive income, consolidated statement of changes in equity and
consolidated statement of cash flows for the six months ended on that date, and a
summary of significant accounting policies and other explanatory information. Based on
our review, nothing has come to our attention that causes us to believe that the
accompanying interim financial statements on pages 14 to 57 of the Group do not
present fairly, in all material respects the consolidated financial position of the Group as
at 30 September 2023, and its consolidated financial performance and its consolidated
cash flows for the six months ended on that date, in accordance with New Zealand
Equivalent to International Accounting Standard 34: Interim Financial Reporting and
International Accounting Standard 34: Interim Financial Reporting.
This report is made solely to the Company’s shareholders, as a body. Our review has
been undertaken so that we might state to the Company’s shareholders those matters
we are required to state to them in a review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone other than
the Company and the Company’s shareholders as a body, for our review procedures, for
this report, or for the conclusion we have formed.
Basis for conclusion
We conducted our review in accordance with NZ SRE 2410 (Revised) Review of Financial
Statements Performed by the Independent Auditor of the Entity. Our responsibilities are
further described in the Auditor’s responsibilities for the review of the financial statements
section of our report. We are independent of the Group in accordance with the relevant
ethical requirements in New Zealand relating to the audit of the annual financial
statements, and we have fulfilled our other ethical responsibilities in accordance
with these ethical requirements.
Ernst & Young provides other assurance related services and remuneration benchmarking
services to the Group. Partners and employees of our firm may deal with the Group on
normal terms within the ordinary course of trading activities of the business of the Group.
We have no other relationship with, or interest in, the Group.
OCEANIA INTERIM REPORT 2024FINANCIAL STATEMENTS5859
NOTES
OCEANIA INTERIM REPORT 202460
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Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at 15 November 2023
Results for announcement to the market
Name of issuer Oceania Healthcare Limited
Reporting Period 6 months to 30 September 2023
Previous Reporting Period 6 months to 30 September 2022
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$131,614 8%
Total Revenue $131,614 8%
Underlying earnings before
interest, tax, depreciation
and amortisation
$37,637 -3%
Total net profit/(loss) $35,151 214%
Total Comprehensive
Income
$61,650 126%
Interim/Final Dividend
Amount per Quoted Equity
Security
Not applicable
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$1.40 $1.33 (March 2023)
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Please refer to attached documents (consolidated financial
statements and interim report, media release and results
presentation).
Authority for this announcement
Name of person
authorised
to make this announcement
Kathryn Waugh
Contact person for this
announcement
Kathryn Waugh
Contact phone number 0800 333 688
Contact email address Kathryn.Waugh@Oceaniahealthcare.co.nz
Date of release through MAP
22 November 2023
Unaudited interim financial statements accompany this announcement.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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