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Oceania continues the transformation of its portfolio

Half Year Results21 November 2023OCAHealthcare

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

oceaniahealthcare.co.nz

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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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