Third Age Health releases 2024 Annual Report
A n n u a l
Report
2024
thirdagehealth.co.nz
FY24 Business summary
FY24 Financial summary
Chairman & CEO report
Embracing Growth: Leading the Way in Aged Care
Enhancing Care and Satisfaction: Our Commitment to
Excellence
Our team & board
Consolidated financial statements
Directors' responsibility statement
Consolidated statement of comprehensive income
Consolidated statement of changes in equity
Consolidated statement of financial position
Consolidated statement of cash flows
Notes to the consolidated financial statements
Independent auditor's report
Statement of corporate governance
Shareholder and statutory information
Corporate directory
Contents
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66
71
3
% of total NZ ARC population
cared for by TAH
General practice location
Third Age Health is New Zealand’s leading provider of quality health care services for
older people; supporting those living in care homes, private hospitals, secure dementia
units, retirement villages and in their own homes.
FY24 BUSINESS SUMMARY
Third Age Health (TAH) has significantly
expanded its national footprint and
market share in FY24.
Increased the number of Aged
Residential Care (ARC) patients we
provide care to by 18%, with 12.4%
of ARC population across NZ
currently supported by TAH, from
67 facilities.
Grew our combined enrolled
patient population across both ARC
and general practice by 4% to
2 4,969 enrolled patients.
Our core ARC revenue grew by 39%,
while General Practices revenue
grew by 30%.
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Our Growth and Reach in FY24
NATIONAL FOOTPRINT
Clinical Team and People:
87 clinicians worked with
us during FY24, a 28%
increase from the prior
year, with the number of
clinicians across both ARC
and GP settings now
making up 74% of the
overall Third Age Health
team (71%, FY23).
8,393
Of the total enrolled
patients are 65+ years
FY24 FINANCIAL SUMMARY
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Revenue of $15,151k up 35% from FY23: Revenue growth was significant across
ARC and General Practice. There were no new acquisitions of practices during the
year however General Practice revenue grew from a combination of the full year
impact from last year's acquisitions, fee increases and higher patient growth. Price
review increases across ARC contributed to Revenue growth alongside growth in
the number of ARC facilities serviced.
Underlying NPATA of $1,708k, up 148% from FY23: underlying NPATA is adjusted
for noncash amortisation charges arising from purchase accounting rules and a
non-recurring provision relating to the impairment of the TADH loan in FY23.
Cashflow: Cash and cash equivalents increased to $1,695k in FY24 (FY23: $1,355k).
This signifies an improved liquidity position, attributed to positive cash flows from
operating activities of $2,677k for FY24 (FY23: $788k).
Debt: activities during FY24 were focused on paying down debt of $999k (FY23:
$37k).
Financial Highlights $'000
Third Age Health and Controlled Entities
1H2H %FY23 FY24 %
Revenues7,3417,8106.4%11,21715,15135.1%
Underlying EBIT1,0961,51037.7%1,4872,60675.2%
Underlying EBIT Margin14.9%19.3%37.7%13%17.2%3.9%
Underlying NPBTA9061,34548.4%1,2442,25180.9%
Underlying NPBTA%12.3%17.2%4.9%11%14.9%3.8%
Underlying NPATA6941,01446%6881,708148.3%
Underlying NPATA%9.5%13%3.5%6%11.3%5.1%
Statutory NPAT53784657.5%4121,383235.9%
Basic earnings per share5.368.6360.7%4.3913.99220%
Ordinary dividends per share (cents)3.966.1154.3%5.0310.07100.2%
Return on Equity30.2%47%17.3%16%47%31.5%
Return on Capital Employed19.9%36%15.8%12%36%23.7%
Underlying NPBTA & underlying NPATA are adjusted for (i) non-cash amortisation charges arising as a result of purchase accounting
rules (ii) non-recurring provision related to the TADH loan (iii) adjustment for IFRS 9 ‘financial instruments’ loss on restructure of loan
Underlying EBIT adjusted for non-recurring provision related to the TADH loan
The restatement on additional provision for “make good” has been reversed between our unaudited preliminary and the final
audited results. This has resulted in the reported statutory NPAT for FY23 being revised back to $412k as was reported in the prior
year audited financial statements. In addition, the statutory NPAT for FY24 has increased $22k from the unaudited preliminary to
$1,383k.
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CHAIRMAN & CEO REPORT
We are pleased to report our full year results for FY24. During the year we progressed in creating
more customer value across our core business of providing primary medical care into Aged
Residential Care (ARC) settings and our Community General Practices, resulting in a more
sustainable growth trajectory.
A focus on continuously improving processes and systems was crucial for stabilising our
operations and strengthening the groundwork for sustainable future growth. Initiatives aimed at
improving clinician and client retention and attraction showed positive results as the year
progressed. Pleasingly we were also able to recruit more clinicians, which enabled us to meet
growing demand, and further strengthened our service delivery and client engagement, leading
to net organic growth in our core ARC-related business.
Dear Shareholder
Creating Customer Value
6
Our commitment to creating value and delivering results for our customers saw us execute on
several initiatives across our ARC business:
Completed the build of our proprietary digital clinical platform with the pilot release planned
for Q1 FY25 for several customer facilities. This platform is a unique solution that streamlines
a range of workflow issues faced by clinicians and facilities. It significantly enhances the
quality of care we provide and highlights our commitment to innovation in the provision of
primary care to older adults.
Took over and transformed a practice at Selwyn Village providing primary care to its
independent living retirement village residents. A cornerstone of our service at Selwyn
Village is the KARE program, a clinical care model for older people’s health. Offering nurse-
based screenings, check-ins, and assessments, the KARE program ensures that practitioners’
time is utilised optimally while delivering better patient outcomes.
Expanded our Nurse Practitioner development program by setting up a physical training base
enabling us to facilitate additional intake of nurses who wish to pursue this pathway with us.
Nurse Practitioners are an important means of building long-term resilience across our
network.
Unfortunately, some of our Auckland based Community General Practices continue to
underperform financially. The root causes have been identified and all efforts are being
expended to ensure performance is improved in the near future.
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The roll out Kaizen (aka Lean) across the business has now
evolved into our Third Age Health Way of Working (TAH
WOW). We are particularly proud of what has been achieved
by our team in terms of process improvement, waste
reduction and embedding this way of working into our
operational DNA. The progress made also resulted in the
company being recognised as a top three finalist at the NZ
Kaizen awards.
Continuous Improvement
Financial Performance
Our core ARC-related business continues to experience strong organic growth with enrolled
patients of 4,360 up 18% compared with the number of aged residential care patients enrolled
with us at 31 March 2023. This increase drove organic revenue growth for the period of 39% on
pcp to $8.283 million.
Community General Practices maintained patient numbers during this year with enrolled
patients of 20,609 up 2% compared to 31 March 2023. General Practice revenue in total of
$6.868 million is up 30% on pcp.
Throughout the year we have adjusted pricing across both our ARC and General Practice
businesses to align with the rising cost of resourcing while ensuring our rates remain competitive
with current market demands.
Produced the Navigating Wellness book, a guide to
primary health care for older adults in New Zealand,
which will be freely available for use throughout the
sector. We are grateful to the CHT Aged Care Fund for
helping fund this initiative and the excellent work by our
team compiling it.
We are also piloting new innovative mixed-model virtual /
physical services, encouraging collaborative team-based
care which over time we plan to extend further across the
country.
These investments in improving delivery and engagement with customers are starting to pay off
as demonstrated by significant year on year improvements in our Net Promoter Scores (NPS).
This has also resulted in positive word of mouth which has been instrumental in driving our
strong organic growth with practitioners and new ARC clients requesting our services.
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In evaluating our approach to allocating capital, we adhered to the principles such as the $1 rule
which we outlined in last year’s letter. We accelerated the repayment of $1m in high-cost bank
debt during the year while also investing in our digital capabilities. After careful consideration,
we determined that the acquisition of Hub Aged Care which closed after year end, would deliver
solid accretion in intrinsic value per share.
During the year, in line with our dividend policy, we distributed 75% of our net profit after tax as
dividends along with accelerating this return of capital by shifting from semi-annual to quarterly
dividend payments. Notably the total ordinary dividend per share paid during the year was the
highest in the company’s history.
Looking ahead, in FY25 and beyond we plan to grow our dividend per share on the FY24 baseline
on a cents per share basis. However, we will gradually over the long-term be targeting a dividend
payout ratio of 50-60%. This new payout ratio will provide us with the flexibility to accelerate the
repayment of high-cost debt taken on to acquire Hub Aged Care and make other capital
allocation choices with a view to ultimately driving average annual growth in intrinsic value per
share.
Capital Allocation
We are pleased to announce a final FY24 fully imputed dividend per share, in line with our 75%
payout ratio dividend policy of 2.80 cents per share.
Dividend
While the health sector landscape remains complex, marked by an ageing population, and
limited practitioner resources, we remain optimistic about ongoing growth prospects of our core
ARC related business as we reap the benefits of the investments in processes, systems, and our
team. This along with our digital roadmap, has laid the groundwork for further organic growth.
We expect both our organic revenue and underlying profit in FY25 to outpace those of FY24,
albeit much more moderately than FY24 outpaced FY23.
In conclusion we want to express our sincere thanks to our customers, partners, team and to
you, our shareholders, for your continued trust and support.
Sincerely,
Outlook
Tony Wai
CEO
John Fernandes
Chairman
New Zealand's population continues to age. The number of people aged over 65 is approximately
820,000, which is projected to exceed 1.5 million by 2048*. This demographic shift presents both
challenges and opportunities for the healthcare sector, which Third Age Health is committed to
adapt and evolve to meet, demonstrated through our growth, and key strengths.
Embracing Growth: Leading the Way in Aged Care
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Caring for an Ageing New Zealand
Our Expansion
Growing Our Reach: By the end of FY24, we have contracted with 67 ARC facilities, marking a
29% increase compared to the prior year. This expansion underscores our commitment to
providing high-quality healthcare services to the elderly.
Market Share: We now support 12% of the total ARC population across New Zealand, a
significant increase from previous years. Our goal is to increase this market share to 20% within
the next five years.
Independent Living: We successfully launched TAHI Care in FY24, Third Age Health Independent
Living Care, at one of Auckland's largest retirement and aged residential care facilities. This new
model highlights our commitment to providing comprehensive care to meet the evolving needs
of elderly residents, ensuring they receive high-quality healthcare in a supportive environment, in
the community, retirement villages and in ARC.
Digital Transformation
In response to evolving healthcare needs and government policies, we are rolling out our new
clinical portal in FY25. This portal will enhance practitioner capacity and improve the quality of
care delivered to our patients.
Resourcing and Workforce Development
The healthcare sector faces significant resourcing challenges, with practitioners in high
demand globally and an ageing workforce nearing retirement. Third Age Health is proactively
addressing these issues by creating development pathways for General Practitioners (GPs)
and Nurse Practitioners (NPs), ensuring we attract and retain top talent.
Collaborative Government Initiatives
We are working closely with the government and the wider healthcare sector to meet the
increasing demand for aged care services across New Zealand. Our collaborative efforts aim
to reduce the impact on hospital services and ensure that healthcare needs are met efficiently
and effectively.
Diversification of ARC Client Base
Our client base continues to diversify, with a wider geographic spread and a variety of client
brands. This positions us as a key player in the sector, operating across a broad range of
facilities and locations, and providing robust and adaptable healthcare solutions.
Continuity of Care
With a growing proportion of the population ageing, the need for
consistent and integrated care is also increasing. Third Age Health leads
in providing planned-care approaches to support the health needs of
our ageing population, as well as by providing care to people as they
age in both retirement village and in the community.
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Our Strengths
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Positive Net Promoter Score (NPS)
ARC Clients NPS: NPS for 2024 is 39, reflecting high satisfaction and
likelihood of recommending our services.
Practitioner NPS: Our practitioner NPS is 17 in 2024, showcasing
practitioner satisfaction and engagement.
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Enhancing Care and Satisfaction: Our Commitment to Excellence
Our Progress and Achievements
Over the past year, Third Age Health has continued to improve its services, delivering notable
results that highlight our commitment to excellence. Key metrics from our recent surveys
provide insights into why facilities choose to work with us and why practitioners want to be
part of our team.
Why Practitioners Want to Be Part of Our Team
Supportive Environment: Practitioners value the support and responsiveness of the
TAH management team, finding their roles rewarding and impactful in improving health
outcomes.
Professional Development: Opportunities for upskilling, teaching, and continuous
improvement are key reasons why practitioners enjoy working with us.
Flexible Work: The freedom and flexibility offered in their roles allow practitioners to
maintain a healthy work-life balance while making a difference in the lives of residents.
Why Facilities Choose Us
Quality Care: Facilities appreciate the excellent primary GP/NP care we provide, along
with our holistic approach and 24/7 support.
Responsive Team: Our ARC PMs and support team are praised for their friendly,
prompt, and approachable nature, fostering strong partnerships with facilities.
Innovative Solutions: We continue to introduce new innovations and improvements,
such as our 0800 support line and digital platforms, to enhance service delivery and
support for our clients.
Bevan founded Third Age Health with the goal of revolutionising the way Kiwi
nursing homes access their medical services. He has a strong commitment
to delivering excellent service, and plays an active role in shaping Third Age
Health’s practice philosophy.
Bevan Walsh | Founder and Non-Independent Director
OUR BOARD
OUR TEAM
John is CFO of MacroActive and Ruminant BioTech. He has experience in
strategy, finance and continuous improvement within financial services,
telco, media and technology businesses in New Zealand and a Master of
Business Administration from The University of Auckland.
John Fernandes | Independent Chairman
Steffan is a transformative leader in healthcare, with experience as a
pharmacist and CEO. As the former CEO of Tāmaki Health Group, he
enhanced operating profits and developed telehealth options during the
COVID-19 crisis. Before Tāmaki, Steffan led Pharmac.
Steffan Crausaz | Independent Director
Wayne Williams | Independent Director
Wayne is formerly a Partner of KPMG and has close to 30 years’ experience
within the health sector. He has worked in line management and consulting
roles within primary care, DHBs and the Ministry of Health, and he was most
recently the CEO of Alliance Health Plus Trust.
Clinical team
67%
Female
34%
Male
87
117
Total team
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CONSOLIDATED FINANCIAL STATEMENTS
Third Age Health Services Limited
and subsidiaries
For the year ended 31 March 2024
13
Third Age Health Services Limited
Directors’ responsibility statement
14
The Directors of Third Age Health Services Limited (the “Company”) are pleased to present to shareholders the
Consolidated Financial Statements for Third Age Health Services Limited and its subsidiaries (“the Group”) for
the year ended 31 March 2024.
The Directors are responsible for presenting financial statements in accordance with New Zealand law and
generally accepted accounting practice, which present fairly in all material respects the financial position of
the Group as at 31 March 2024 and the results of its operations and cash flows for the year ended on that
date.
The Consolidated Financial Statements of the Group have been prepared using accounting policies which have
been consistently applied and supported by reasonable judgements and estimates and all relevant financial
reporting standards have been followed.
The Directors believe that proper accounting records have been kept which enable with reasonable accuracy
the determination of the financial position of the Group and facilitate compliance of the Financial Statements
with the Companies Act 1993, NZX Listing Rules and Financial Markets Conduct Act 2013.
The Directors ensure that they have taken adequate steps to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities. Internal control procedures are also considered to be sufficient to
provide a reasonable assurance as to the integrity and reliability of the Financial Statements.
The Consolidated Financial Statements presented are signed on behalf of the Board on 27 June 2024 by:
John Fernandes
Chairman
Wayne Williams
Audit Committee Chair
Third Age Health Services Limited
Consolidated statement of comprehensive income
For the year ended 31 March 2024
15
2024 2023
Notes $000 $000
Revenue 4 15,151 11,217
Cost of services 5 (7,535) (5,633)
Gross profit
7,616 5,584
Other income
85 35
Administrative employees and contractors 7 (3,042) (2,484)
Administrative professional and consulting fees 8 (437) (503)
Other expenses 9 (1,226) (841)
Operational expenses
(4,705) (3,828)
Loan impairment 17 - (233)
EBITDA
2,996 1,558
Depreciation on right of use assets 18 (360) (273)
Depreciation on plant, property and equipment (30) (31)
Amortisation of intangibles 19.3 (325) (240)
Finance costs 10 (355) (286)
Profit before income tax
1,926 728
Income tax expense 12 (543) (316)
Profit for the period
1,383 412
Other comprehensive income
- -
Total comprehensive income for the period
1,383 412
Profit and total comprehensive income attributable to:
Shareholders of the parent
1,400 439
Non-controlling interests 27 (17) (27)
Profit for the year
1,383 412
Earnings per share 14
Basic earnings per share (cents)
13.99 4.39
Diluted earnings per share (cents)
13.99 4.39
These Consolidated Financial Statements are to be read in conjunction with the accompanying notes.
Third Age Health Services Limited
Consolidated statement of changes in equity
For the year ended 31 March 2024
16
Share
Capital
Share
Based
Payments
Reserve
Retained
earnings
Non-
controlling
Interest Total
Notes $000 $000 $000 $000 $000
Balance at 1 April 2022
515 643 1,538 - 2,696
Profit for the year
- - 439 (27) 412
Total comprehensive income for the year
- - 439 (27) 412
Shares issued
81 - - - 81
Dividend
- - (647) - (647)
Tax credit on share based payments
- 4 - - 4
Deferred tax credit on share based payments - (10) - - (10)
Share based payments
- 8 - - 8
Balance at 31 March 2023
596 645 1,330 (27) 2,544
Balance at 1 April 2023
596 645 1,330 (27) 2,544
Prior period error 28 - - (40) - (40)
Revised balance at 1 April 2023 596 645 1,290 (27) 2,504
Profit for the year
- - 1,400 (17) 1,383
Total comprehensive income for the year
- - 1,400 (17) 1,383
Dividend 13 - - (986) - (986)
Tax credit on share based payments 12.1 - - - - -
Deferred tax credit on share based payments - - - - -
Share based payments 25.2 - 12 - - 12
Balance at 31 March 2024
596 657 1,704 (44) 2,913
These Consolidated Financial Statements are to be read in conjunction with the accompanying notes.
Third Age Health Services Limited
Consolidated statement of financial position
For the year ended 31 March 2024
17
2024 2023
Notes $000 $000
Current assets
Cash and cash equivalents
15 1,695 1,355
Trade and other receivables
16 775 840
Other assets
81 125
Accrued revenue
319 152
Loan receivable
17 - 80
Total current assets
2,870 2,552
Non-current assets
Property, plant and equipment
123 135
Right-of-use-assets
18 2,514 2,967
Intangible assets
19 4,191 4,370
Financial assets
20 20
Total non-current assets
6,848 7,492
Total assets
9,718 10,044
Current liabilities
Trade and other payables
21 1,594 1,164
Employee benefits
336 209
Provisions
22 22
Current tax liabilities
346 94
Bank Loan - current
23, 30 1,342 375
Lease liabilities
18 306 283
Total current liabilities
3,946 2,147
Non current liabilities
Bank loan 23, 30 - 1,966
Other payables 21 1 2
Lease liabilities 18 2,399 2,755
Deferred tax liability 12.2 459 630
Total non current liabilities
2,859 5,353
Total liabilities
6,805 7,500
Net assets
2,913 2,544
Equity
Share capital
25 596 596
Share based payment reserve
657 645
Retained earnings
1,704 1,330
Equity attributable to the Parent
2,957 2,571
Non-Controlling Interests
27 (44) (27)
Total Equity
2,913 2,544
These Consolidated Financial Statements are to be read in conjunction with the accompanying notes.
Third Age Health Services Limited
Consolidated statement of cash flows
For the year ended 31 March 2024
18
2024 2023
Notes $000 $000
Cash flows from operating activities
Receipts from customers
15,097 10,692
Payments to suppliers and employees
(11,624) (9,278)
Interest received
38 7
Interest paid
(372) (243)
Income taxes paid
(462) (390)
Net cash flows provided by operating activities 11 2,677 788
Cash flows from investing activities
Payments purchase for property, plant and equipment
(17) (44)
Investment in developing intangible assets (132) (10)
Acquisition of general practices
- (2,004)
Net cash flows used in investing activities
(149) (2,058)
Cash flows from financing activities
Share purchase plan deposits applied to acquire shares
- (76)
Proceeds from issuing shares
- 72
Loan repayments on bank borrowings
(999) (37)
Loan receivable repayments 80 -
Payment of lease liabilities 17 (283) (198)
Dividend paid 13 (986) (638)
Proceeds from borrowings 29 - 2,378
Net cash flows (used in) / provided by financing activities
(2,188) 1,501
Net increase in cash and cash equivalents
340 231
Cash and cash equivalents at the beginning of the period
1,355 1,124
Cash and cash equivalents at the end of the period
1,695 1,355
These Consolidated Financial Statements are to be read in conjunction with the accompanying notes.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
19
1. Reporting entity
These Consolidated Financial Statements are for Third Age Health Services Limited and its subsidiaries (the
“Group”). The Parent is incorporated and domiciled in New Zealand and registered under the Companies Act
1993. The parent’s shares are publicly traded on the New Zealand Stock Exchange (NZX) and are listed on the
main board of the NZX. The principal trading activity of the Group is the provision of medical services to the
aged care sector. Those companies included in the Group are disclosed in note 19.
The Consolidated Financial Statements of the Group are for the year ended 31 March 2024. The Financial
Statements were authorised for issue by the Directors as dated in the Directors’ Responsibility Statement.
2. Statement of accounting policies
2.1. Basis of preparation
The Financial Statements have been prepared in accordance with New Zealand Generally Accepted Accounting
Practice (“NZ GAAP”). They comply with the New Zealand equivalents to International Financial Reporting
Standards (“NZ IFRS”) and other applicable Financial Reporting Standards, as appropriate. These Financial
Statements comply with International Financial Reporting Standards (“IFRS”) as published by the International
Accounting Standards Board. For the purposes of complying with NZ GAAP, the Group is a for-profit entity.
These Financial Statements have been prepared in accordance with the Financial Markets Conduct Act 2013.
2.2. Basis of measurement
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where
applicable, the revaluation of financial assets and liabilities at fair value through profit or loss and financial
assets at fair value through other comprehensive income, and certain classes of property, plant and
equipment.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of applying the company’s accounting policies.
The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates
are significant to the financial statements, are disclosed in note 3.
2.3. Basis of consolidation
The Consolidated Financial Statements incorporate the Financial Statements of the Company and entities
controlled by the Company and its subsidiaries. Control is achieved when the Company:
• has power over the investee
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
20
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control listed above.
When necessary, adjustments are made to the Financial Statements of subsidiaries to bring their accounting
policies into line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.
2.4. Functional and presentational currency
The individual Financial Statements of each Group entity are maintained in the currency of the primary
economic environment in which the entity operates (its functional currency). For the purpose of the
consolidated Financial Statements, the results and position of each Group entity are expressed in New Zealand
Dollars (NZD), rounded to thousands, which is the functional currency of the Company and the presentation
currency for the consolidated Financial Statements.
The Group has no foreign operations and the functional currency of all the Group subsidiaries is NZD.
2.5. Goods and services tax (GST)
Revenue, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST)
except:
• Where the amount of GST incurred is not recovered from the taxation authority, it is recognised as part of
the cost of acquisition of an asset or as part of an item of expense; or
• For receivables and payables which are recognised inclusive of GST (the net amount of GST recoverable
from or payable to the taxation authority is included as part of receivables or payables).
2.6. Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets
and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the
financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are
recognised immediately in profit or loss.
Financial instruments are classified into the following specified categories: ‘fair value through profit or loss’
(FVTPL), ‘fair value through other comprehensive income’ (FVOCI) and ‘at amortised cost’. The classification
depends on the nature and purpose of the financial instrument and is determined at the time of initial
recognition.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
21
The Group’s financial assets consist of cash, short term deposits, trade receivables and related party
receivables.
Financial assets – Cash and short-term deposits
Cash and short-term deposits comprise cash at bank and on hand and short-term deposits with a maturity of
three months or less.
Financial assets – Trade and other receivables
Trade receivables are non-derivative financial assets and measured at amortised cost using the effective
interest method less expected credit and loss allowance. Impairment of trade receivables is recorded through
a loss allowance account (bad debt provision). The amount of the loss allowance is based on the NZ IFRS 9
simplified Expected Credit Loss (ECL) approach which involves the Group estimating the lifetime ECL at each
balance date. The lifetime ECL is calculated using a provision matrix based on historical credit loss experience
and adjusted for forward looking factors specific to the debtors and the economic environment.
Financial assets – Related party receivables
Related party receivables are measured at amortised cost net of any impairment related to credit losses.
Financial liabilities and equity instruments
Financial liabilities and equity instruments – Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received,
net of direct issue costs.
Financial liabilities and equity instruments – Financial liabilities
Financial liabilities at amortised cost (including borrowings, related party payables and trade and other
payables) are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of
allocating interest expense over the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments (including all fees and points paid or received that form an integral
part of the effective interest rate, transaction costs and other premiums or discounts) through the expected
life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial
recognition.
Financial liabilities and equity instruments – Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged,
cancelled or they expire. The difference between the carrying amount of the financial liability derecognised
and the consideration paid and payable is recognised in profit or loss.
2.7. Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a
business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
22
values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the
acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-
related costs are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their fair
value, except deferred tax assets or liabilities, and assets or liabilities related to employee benefit
arrangements which are recognised and measured in accordance with NZ IAS 12 Income taxes and NZ IAS 19
Employee benefits respectively.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-
controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the
acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the
liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets
acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-
controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree
(if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.
2.8. Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in
the company’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised
within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are
classified as non-current.
A liability is classified as current when: it is either expected to be settled in the company’s normal operating
cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting
period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the
reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
2.9. Issued Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
2.10. Dividends
Dividends are recognised when declared during the financial year and no longer at the discretion of the
company
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
23
2.11. Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave
expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected
to be paid when the liabilities are settled.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are
incurred.
2.12. Provisions
Provisions are recognised when the company has a present (legal or constructive) obligation as a result of a
past event, it is probable the company will be required to settle the obligation, and a reliable estimate can be
made of the amount of the obligation. The amount recognised as a provision is the best estimate of the
consideration required to settle the present obligation at the reporting date, considering the risks and
uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted
using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of
time is recognised as a finance cost.
2.13. Changes in accounting policies
All significant accounting policies have been applied on a basis consistent with those used in the audited
Consolidated Financial Statements of the Group for the year ended 31 March 2023.
2.14. Standards issued but not yet effective
There are new or amended accounting standards mandatory effective 1 January 2024 which the Group did not
adopt earlier.
Amendments to NZ IAS 1 – Presentation of Financial Statements: Disclosure of Accounting Policies
Amendments to NZ IAS 7 – Statement of Cash Flows and NZ IFRS 7 Financial Instruments: Disclosures
Amendments to NZ IAS 16 – Leases
Amendments to FRS 44 – Disclosure of Fees for Audit Firms’ Services
The Group is yet to assess the full impact of these new standards or amendments issued but not due for
adoption by the group until 1 April 2024. However, they are not at this stage expected to have a material
impact on the Group.
3. Use of accounting estimates and judgements
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually evaluates
its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management bases its judgements, estimates and assumptions on historical experience and on other various
factors, including expectations of future events, management believes to be reasonable under the
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
24
circumstances. The resulting accounting judgements and estimates will seldom equal the related actual
results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next
financial year are discussed below.
• Loan receivable from Third Age Digital Health (note 16)
The Company has determined that a provision against the loan receivable from Third Age Digital Health be
recognised owing to constructive obligation and based on the best estimate of the consideration required to
settle the present obligation at the reporting date, considering the risks and uncertainties surrounding that
obligation.
• Carrying of value of intangible assets (note 18)
The company assesses the carrying value at each reporting date of goodwill allocated to each cash generating
unit by value-in-use calculations which require the use of assumptions. These assumptions include discount
rate, terminal growth rate and EBITDA growth as disclosed in note 18 and are based on Company’s best
estimate at the date of preparation.
• Share based Payments (Note 24)
The company assesses valuation of share-based payments using the Monte Carlo simulation valuation model
which require the use of assumptions. These assumptions include share price at grant date, exercise price,
share volatility, dividend yield and risk-free interest rate as disclosed in note 24.1 and are based on Company’s
best estimate at the date of preparation.
• Revenue from services rendered
When recognising revenue in relation to the provision of services to customers, the key performance
obligation of the company is considered to be when the service is provided to the customer, as this is deemed
to be the time that the customer obtains the benefits of the service provided.
• Expected Credit Loss (ECL)
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is
based on the lifetime expected credit loss, grouped based on days overdue, and makes assumptions to
allocate an overall expected credit loss rate for each group. These assumptions include recent sales
experience, historical collection rates and forward-looking information that is available. The allowance for
expected credit losses, as disclosed in note 15, is calculated based on the information available at the time of
preparation. The actual credit losses in future years may be higher or lower.
• Estimation of useful of useful life of assets
The company determines the estimated useful lives and related depreciation and amortisation charges for its
property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a
result of technical innovations or some other event. The depreciation and amortisation charge will increase
where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets
that have been abandoned or sold will be written off or written down.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
25
• Income tax
The company is subject to income taxes in New Zealand, the jurisdiction in which it operates. Significant
judgement is required in determining the provision for income tax. There are many transactions and
calculations undertaken during the ordinary course of business for which the ultimate tax determination is
uncertain. The company recognises liabilities for anticipated tax audit issues based on the company’s current
understanding of the tax law. Where the final tax outcome of these matters is different from the carrying
amounts, such differences will impact the current and deferred tax provisions in the period in which such
determination is made.
• Recovery of deferred tax asset
Deferred tax assets are recognised for deductible temporary differences only if the company considers it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
• Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability.
Judgement is exercised in determining whether there is reasonable certainty that an option to extend the
lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be
exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all
facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise
a termination option, are considered at the lease commencement date. Factors considered may include the
importance of the asset to the company’s operations; comparison of terms and conditions to prevailing market
rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and
disruption to replace the asset. The company reassesses whether it is reasonably certain to exercise an
extension option, or not exercise a termination option, if there is a significant event or significant change in
circumstances.
• Incrementation borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is
estimated to discount future lease payments to measure the present value of the lease liability at the lease
commencement date. Such a rate is based on what the company estimates it would have to pay a third party
to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms,
security and economic environment.
• Lease make good provision
A provision has been made for make good costs which are specifically identified in each the Company’s lease
agreements for future restoration of leased premises. The provision includes future cost estimates associated
with closure of the premises for specifically identified make good requirements. Changes to the estimated
future costs for sites are recognised in the statement of financial position by adjusting the asset and the
provision. Reductions in the provision that exceed the carrying amount of the asset will be recognised in profit
or loss.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
26
4. Revenue recognition
4.1. Revenue from contracts with customers
Revenue has been categorised as consultation revenue, capitation revenue and other revenue.
Consultation revenue
The Group earns revenue from the provision of medical consultation services. Each consultation performed is
a separate performance obligation satisfied at a point in time. The price for each consultation is a fixed amount
based on an agreed rate card with the customer. Revenue is recognised once the consultation service has been
provided. Revenue claims from contracts like ACC and MOH (General medical, maternity and immunisation
claims) with customers is measured at the fair value of the consideration received or receivable and may be
reduced for rebates and other similar allowances.
Capitation revenue
The Group provides various medical services on a ‘stand ready’ basis on behalf of Primary Health Organisations
(PHOs). This capitation revenue is recognised monthly based on the number of enrolled patients and the
agreed rate for the particular patient. The agreed rate will be affected by the characteristics of the patient, for
example, their age or gender. Revenue is recognised on an over time basis measured on a time lapsed basis.
Other revenue
Other revenue is made up of claims related to vaccinations and other claims recognised on a point in time
basis once the services have been given to the patient as well as interest revenue. Interest revenue is
recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the
effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to the net carrying amount of the financial asset.
Revenue from contracts with customers
2024
2023
$000 $000
Capitation revenue
Aged medical care services 2,308 1,857
General practice medical services 3,887 2,728
Consultation revenue
Aged medical care services 5,906 3,961
General practice medical services 2,425 1,851
Other revenue
Aged medical care services 69 130
General practice medical services 556 690
Total revenue from contracts with customers 15,151 11,217
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
27
Geographical information
Over the two years covered by the Consolidated Financial Statements, the Group operated in New Zealand
only.
Timing of revenue recognition
Revenue from services provided to customers are recognised at a point in time.
Information about major customers
Included in total revenue are revenues that arose from services provided to the Group’s largest customers.
The Group derived revenue from the following significant customers:
2024
2023
$000 $000
Customer 1
2,300 1,653
Customer 2
655 588
No other single customers contributed 10% or more to the Group’s revenue for both 2024 and 2023.
5. Cost of services
Cost of services line include direct costs of doctors, nurses and medical supplies as well as other direct costs.
2024 2023
$000 $000
Practitioners (GP’s and nurses) 7,341 5,506
Medical supplies 194 127
Total for cost of services 7,535 5,633
6. Segment information
6.1. Products and services from which reportable segments derive their revenue
The Group's reportable segments are as follows:
• Aged medical residential care services, being the provision of medical care services to the aged care
sector.
• General practice medical services, being the provision of primary care services to the community.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
28
6.2. Segment revenues and results
The following is an analysis of the Group’s revenue and results from operations by reportable segment:
Segment revenue 2024 2023
$000 $000
Aged medical care services 8,283 5,948
General practice medical services 6,868 5,269
Total for continuing operations 15,151 11,217
Segment profit before tax 2024 2023
$000 $000
Aged medical care services 1,833 709
General practice medical services 93 19
Total for continuing operations 1,926 728
Segment profit includes the following items:
For the year ended 31 March 2023 Aged care General practice
medical services medical services
$000 $000
EBITDA 713 845
Depreciation (4) (300)
Amortisation of intangibles - (240)
Interest expense on leases - (99)
Interest on bank Loan - (150)
Interest on Loss on modification of borrowings - (43)
Profit before tax 709 19
Add back: Loan impairment 233 -
Profit before tax from underlying core operations 942 19
Income tax expense (270) (46)
Profit for the period 439 (27)
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
29
For the year ended 31 March 2024 Aged care General practice
medical services medical services
$000 $000
EBITDA 1,839 1,157
Depreciation (6) (384)
Amortisation of intangibles - (325)
Interest expense on leases - (204)
Interest on bank Loan - (151)
Profit before tax 1,833 93
Add back: Loan impairment - -
Profit before tax from underlying core operations 1,833 93
Income tax expense (496) (47)
Profit for the period 1,337 46
EBITDA represents profit before tax excluding amounts for depreciation and amortisation expenses, interest
expenses and interest income.
6.3. Segment assets and liabilities
Segment assets 2024 2023
$000 $000
Aged medical care services incl support functions 2,638 2,445
General practice medical services 8,281 8,784
Total segment assets 10,919 11,229
Intercompany elimination (1,201) (1,185)
Total segment assets 9,718 10,044
Segment liabilities
2024
2023
$000 $000
Aged medical care services incl support functions 1,461 1,048
General practice medical services
6,545 7,637
Total segment liabilities
8,006 8,685
Intercompany elimination (1,201) (1,185)
Total segment liabilities
6,805 7,500
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
30
7. Costs of administrative employees and contractors includes:
2024
2023
Note
$000 $000
Salaries and wages
2,513 2,129
Short term incentives
197 40
Defined contribution (KiwiSaver)
121 89
Share based payments expense
24.2
12 8
Employee benefit expense
2,843 2,266
Contractors
199 218
3,042 2,484
8. Administrative professional and consulting fees
2024 2023
$000 $000
Fees payable to auditors 70 89
Accounting and taxation services 40 45
Legal expenses 41 92
Directors' fees 180 174
Listing and share registry costs 40 50
Other consultancy costs 66 53
437 503
Fees payable to auditors of $70,000 relates to fees for the annual audit of the Consolidated Financial
Statements being $52k to UHY Haines Norton and $18k to the prior auditors EY (2023: $89,400). UHY Haines
Norton does not perform other assurance or non-assurance services. Accounting and taxation services are
provided by Deloitte.
Legal expenses include $21,334 in respect of acquisition activity during the year ended 31 March 2024 (2023:
$76,480). Refer to note 30.3.
9. Other expenses
2024
2023
$000 $000
Technology / IT 601 426
Marketing & PR 26 15
Travel & Entertainment
38 41
Professional operational services 198 109
Office & General 363 250
1,226 841
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
31
10. Finance costs
2024
2023
$000 $000
Interest expense on leases 204 144
Interest on bank Loan 151 99
Loss on modification of borrowings - 43
355 286
11. Reconciliation of profit for the year to net cash from operating activities
Reconciliation of profit for the year to net cash from operating activities
2024
2023
$000 $000
Profit before income tax 1,926 728
Adjustments to reconcile profit before tax to net cash flows:
Depreciation and amortisation 390 304
Amortisation of intangibles 325 240
Share based payments expense 12 8
Loan impairment - 233
Other non-cash adjustments (9) -
Working capital adjustments:
Trade and other receivables 64 (729)
Trade and other payables 431 702
Impact of working capital acquired - (308)
3,139 1,178
Income tax paid (462) (390)
Net cash from operating activities 2,677 788
12. Taxation
12.1. Income tax recognised in profit or loss relating to continuing operations
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised
in other comprehensive income or directly in equity, in which case, the current and deferred tax are also
recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax
arises from the initial accounting for a business combination, the tax effect is included in the accounting for
the business combination.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
32
Tax expense comprises:
2024
2023
$000 $000
Current income tax
715 435
Deferred income tax
(172) (113)
Prior period adjustment
- (6)
Total income tax expense recognised in the current year
543 316
Income tax expense for the year can be reconciled to the accounting profit as follows:
2024 2023
$000 $000
Profit before tax 1,926 728
Income tax expense/(benefit) calculated at 28% 539 204
Effect of non-deductible expenses 11 110
Tax credit on share based payments - (4)
Prior period adjustments (9) 6
Income tax expense recognised in profit or loss 543 316
12.2. Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in
the Financial Statements and the corresponding tax bases used in the computation of taxable profit. Deferred
tax assets are generally recognised for all deductible temporary differences to the extent that it is probable
that taxable profits will be available against which those deductible temporary differences can be utilised. Such
deferred tax assets are not recognised if the temporary difference arises from the initial recognition (other
than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference
arises from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in
subsidiaries and associates, and interests in joint ventures, except where the Company is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such
investments and interests are only recognised to the extent that it is probable there will be sufficient taxable
profits against which to utilise the benefits of the temporary differences and they are expected to reverse in
the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the
asset to be recovered.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
33
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from
the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
Deferred tax liability
Deferred tax liability is made up of the following deferred tax assets and liabilities.
2024 2023
$000 $000
Deferred tax asset 913 957
Deferred tax liability (1,372) (1,587)
(459) (630)
Deferred tax assets relate to:
Provisions and accruals 149 106
Lease Liabilities 764 851
Share based payments - -
913 957
Deferred tax liabilities relate to:
Right-of-use-assets (704) (831)
Intangible assets (668) (756)
(1,372) (1,587)
The movement on deferred tax is summarised as follows.
Provisions
and accruals
Right-of-
use-assets
Leases
Intangible
assets
Totals
Notes $000 $000 $000 $000 $000
Opening net deferred tax
asset/(liability)
106 (831) 851 (756) (630)
Recognised in the profit and
loss
43 127 (87) 88 172
Closing net deferred tax
asset/(liability)
12.2 149 (704) 764 (668) (459)
12.3. Imputation credits
The Group had New Zealand imputation credits of $891,630 (2023: $812,736) available for use in subsequent
periods.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
34
13. Dividends
Dividends declared and paid during the year ended 31 March
2024:
Cents per share $000
Interim dividend Q3 3.31 332
Interim dividend Q2 2.34 234
Interim dividend Q1 1.62 162
Final dividend for the year ended 31 March 2023 2.58 258
9.85
986
Dividends declared and paid during the year ended 31 March
2023:
Cents per share $000
Interim dividend 2.45 244
Final dividend for the year ended 31 March 2022 4.05 403
6.50
647
14. Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the shareholders of the parent by
the weighted average number of ordinary shares outstanding during the financial year, excluding treasury
shares.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account the after-income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares, and the weighted average number of ordinary shares that would have been outstanding
assuming the conversion of all dilutive potential ordinary shares.
Reconciliation of earnings used in calculating earnings per share
2024
2023
$000 $000
Net profit attributable to the ordinary shareholders of the
parent
1,400 439
Earnings used in the calculation of basic earnings per share 1,400 439
Weighted average number of shares used as the denominator
2024
2023
Shares Shares
000's 000's
Weighted average number of ordinary shares used as the
denominator in calculating basic earnings per share
10,004 10,004
Adjustments for calculation of diluted earnings per share:
Employee share options - -
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
35
2024 2023
Shares Shares
000's 000's
Weighted average number of ordinary shares and potential
ordinary shares used as the denominator in calculating diluted
earnings per share
10,004 10,004
Share options issued under ESOP plans are considered as antidilutive.
15. Cash and cash equivalents
2024 2023
$000 $000
Cash on hand and at bank
1,695 1,695
1,695 1,695
16. Trade and other receivables
Current
2024
2023
$000 $000
Trade receivables 763 842
Less provision for doubtful debts (26) (3)
737 839
Other receivables 38 1
775 840
As at 31 March 2024 90% of the Group's trade receivables are current (2023: 74%). Short-term receivables
from customers (excluding Health NZ funding) are recorded at the amount due, less an allowance for expected
credit losses (ECL). This allowance is calculated using a simplified approach based on a lifetime ECL. Current
provision recorded is immaterial.
Expected credit loss rate Carrying amount
Allowance for expected
credit losses
2024
2023
2024
2023
2024
2023
$000 $000 $000 $000 $000 $000
Current (<30 days) 0% 0% 666 644 - -
30 to 60 days 0% 0% 22 23 -- -
60 – 90 days 0% 0% 9 21 - -
Over 90 days 38% 2% 67 154 26 3
763 842 26 3
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
36
17. Loan receivable
Third Age Digital Health Limited loan note
2024
2023
$000 $000
Loan receivable 233 313
Less provision for doubtful debt (233) (233)
- 80
During the current financial year, an interim distribution of $80,000 was received from the liquidators of TADH
hence the loan receivable is held as a nil receivable as at 31 March 2024. The provision raised in the year
ending 31 March 2023 of $233k against the loan owing to the uncertainty around the liquidation process
remains as at 31 March 2024.
18. Right of use assets and lease liabilities
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset
is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The
finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of
interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the
shorter of the asset's useful life and the lease term on a straight-line basis (6-10 years).
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include
the net present value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable;
• variable lease payment that are based on an index or a rate;
• amounts expected to be payable by the lessee under residual value guarantees;
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined,
or the Group's incremental borrowing rate.
Right-of-use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability.
• any lease payments made at or before the commencement date, less any lease incentives received.
• any initial direct costs, and
• restoration costs.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
37
Amounts recognised in the balance sheet
Right-of-use assets
2024
2023
$000 $000
Opening balance
2,967 1,093
Additions
- 2,147
Lease reassessments
(93) -
Depreciation
(360) (273)
Closing balance
2,514 2,967
Lease liabilities
2024
2023
$000 $000
Opening balance
3,038 1,088
Additions
- 2,148
Lease reassessments
(50) -
Interest
204 143
Lease repayments
(487) (341)
Closing balance
2,705 3,038
Current
306 283
Non-current
2,399 2,755
2,705 3,038
Amounts recognised in the Statement of Profit or L oss
2024
2023
$000 $000
Depreciation of right-of-use assets property
360 273
Interest expense (included in finance cost)
204 143
Short term office rent (included in office & general)
115 69
The total cash outflow for leases in the 12-month period ended March 2024 was $487k (2023: $341k). The
future minimum rentals payable under non-cancellable operating leases are $1,337k.
19. Intangible assets
2024 2023
Notes
$000 $000
Goodwill 18.1 1,651 1,651
Intangibles 18.2 2,540 2,719
4,191 4,370
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
38
19.1. Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the
business less accumulated impairment losses, if any.
2024 2023
Note $000 $000
Opening balance
1,651 796
Additions
- 855
Closing balance
1,651 1,651
Goodwill impairment
- -
Net carrying amount of goodwill
1,651 1,651
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the
determination of the profit or loss on disposal.
19.2. Impairment of goodwill
For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or
groups of cash-generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more
frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-
generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying
amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the
carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or
loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
Goodwill has been allocated for impairment testing purposes to Hawkes Bay Wellness Centre Limited (HBWC),
Belmont Medical Centre Limited (BMC), Ponsonby Medical (Third Age Health) Limited (PMC), Devonport
Family Medicine (Third Age Health) Limited (DFM) and EastMed St Heliers Limited (EastMed). Each practice is
considered a Cash Generating Unit (CGU).
The allocation of goodwill for each CGU is as follows:
2024 2023
$000 $000
Hawkes Bay Wellness Centre Limited (HBWC)
408 408
Belmont Medical Centre Limited (BMC)
13 13
Ponsonby Medical (Third Age Health) Limited (PMC)
375 375
Devonport Family Medicine (Third Age Health) Limited (DFM)
65 65
EastMed St Heliers Limited (EMSHL)
790 790
1,651 1,651
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
39
For the 2024 reporting period, the recoverable amount of the cash-generating units was determined based on
value-in-use calculations which require the use of assumptions. The calculation uses cash flow projections
based on a financial forecast covering a five-year period.
A forecast was generated to model the expected growth of the five CGUs. The following table sets out key
assumptions within the forecast:
Discount Rate
18% (2023: 15-18.5%)
Terminal growth rate 2% (2023: 2%)
EBITDA Growth 3% (2023: 5-10%)
Assumption Approach used for determining values
Discount rate Based on current borrowing rate plus 3% margin for conservative approach.
Terminal growth rate Based on historical long run inflation rate.
EBITDA growth Based on management’s estimate of available growth in patient base historical
results
The value-in-use is estimated to exceed the carrying amount of HBWC by $2.7 million, BMC by $0.1 million,
PMC by $0.7 million, DFM by $0.8 million and EastMed by $0.2 million. As such, there has been no impairment
of the asset during the year.
If any one of the following changes were made to the above key assumptions, the carrying amount and the
recoverable amount would be equal.
HBWC BMC PMC
DFM
EMSHL
2024 % 2024 % 2024 % 2024 % 2024 %
EBITDA growth Reduction
from 3%
growth to
negative 60%
growth
Reduction
from 3%
growth to
negative 20%
growth.
Reduction
from 3%
growth to
negative 19%.
Reduction
from 3%
growth to
negative
27%
growth.
Reduction
from 3%
growth to
negative
0.7%
growth
Discount rate No reasonably
possible
movement.
No reasonably
possible
movement.
Increase from
18% to 38%
pre-tax
No
reasonably
possible
movement.
Increase
from 18%
to 20% pre-
tax
Growth rate beyond year 5 No possible
rate
No possible
rate
Reduction
from 2% to
negative 48%.
No possible
rate
Reduction
from 2% to
negative
0.45%
19.3. Other intangible assets
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated
amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their
estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each
reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
40
As a result of the acquisition of general practices, separately identified Intangible assets have been recognised
from the patient enrolled database of the general practices and an ongoing funding agreement with the
Primary Health Organisations (PHOs).
Software
Development
Patient database PHO agreement Total
$000 $000 $000 $000
Cost:
Balance at 31 March 2023 23 1,368 1,796 3,187
Additions 146 - - 146
Disposals/ retirements -
- - -
Balance at 31 March 2024 169 1,368 1,796 3,333
Software
Development
Patient database PHO agreement Total
$000 $000 $000 $000
Accumulated depreciation:
Balance at 31 March 2023 (4) (190) (275) (468)
Amortisation expense (9) (142) (174) (325)
Balance at 31 March 2024 (12) (332) (449) (793)
Carrying amount at 31 March 2024 157 1,036 1,347 2,540
Carrying amount at 31 March 2023 19 1,179 1,521 2,719
A patient database and PHO agreement was acquired on the acquisition of each GP clinic. The patient
database and PHO agreement are amortised on a straight-line basis over ten years. The remaining useful life
for each acquired GP clinic’s patient database and PHO agreement is as follow as at 31 March 2024:
HBWC BMC PMC DFM EMSHL
Remaining useful life (years) 4.0 7.5 8.0 8.0 8.5
20. Business Combinations
20.1. Group composition
The parent entity is Third Age Health Services Limited, a company incorporated in New Zealand. The Group
had the following subsidiaries as of 31 March 2024.
Subsidiary name
Country of
incorporation
Ownership
2024
Ownership
2023
Hawkes Bay Wellness Centre Limited New Zealand
100% 100%
Belmont Medical Centre Limited New Zealand
100% 100%
Ponsonby Medical (Third Age Health) Limited New Zealand
100% 100%
Third Age Employee Share Purchase Plan Trust New Zealand
100% 100%
Devonport Family Medicine (Third Age Health) Limited New Zealand
100% 100%
EastMed St Heliers Limited New Zealand
67% 67%
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
41
The Company holds a 10% share in Phoenix Health Hub that is treated as an investment, recorded at fair value
each Balance Date. As per shareholders agreement, the Company has not invested any funds. As of 31 March
2024, the fair value was nil. Phoenix Health Hub Limited is an investment in a Christchurch based clinic to
realise a new integrated general practice and allied health clinic to support unmet health needs.
21. Trade and other payables
Current
2024
2023
$000 $000
Trade payables
782 675
GST payable
253 272
Accruals and other payables
560 217
1,595 1,164
Non-current
2024
2023
Note
$000 $000
Liability for cash settled options
24.2 1 2
Accruals and other payables
- -
1 2
Current trade payables are typically paid within 30 days of the invoice date or on the 20th of the month
following the invoice date.
22. Financial instruments
2024
2023
Financial assets Notes
$000 $000
Financial assets at amortised cost
Cash and cash equivalents
1,695 1,355
Trade receivables 15 775 840
Loan receivable 16 - 80
Financial liabilities
Financial liabilities at amortised cost
Trade and other payables 20 1,595 1,164
Bank loan 29 1,342 2,341
Lease Liabilities 17 2,705 3,038
Employee share purchase loans 24.1 - -
22.1. Fair value measurements
As at 31 March 2024, the Group has one investment in Phoenix Health Hub measured at fair value consistent
with 31 March 2023.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
42
23. Financial risks
This note presents information about the Group's exposure to each financial risk and how those risks are
managed.
23.1. Interest rate risk
As at 31 March 2024, the Company had two fixed rate bank loans. The balance as at 31 March 2024 on the
fixed rate bank loans were $663k and $663k at interest rates of 10.26% and 9.36% respectively prior to IFRS 9
adjustment. The floating facility of $750,000 of which nil has been drawn down as at 31 March 2024 with a
current rate of 10.30% (note 29).
23.2. Credit risk
Credit risk is the risk of the failure of a debtor or counterparty to honour its contractual obligation resulting in
financial loss to the Group.
Financial assets, which potentially subject the Group to credit risk, consist principally of cash and cash
equivalents, trade and other receivables, and loan receivables. The maximum credit risk at 31 March 2023 and
2024 is the carrying value of these assets on the balance sheet. The directors consider the Group's exposure to
credit risk from cash and cash equivalents and trade and other receivables to be minimal given that
• The Group's cash and cash equivalents are held with ANZ, Westpac, BNZ, ASB and Kiwibank. ANZ,
Westpac, BNZ and ASB are all rated AA- based on rating agency Standard & Poors. Standard & Poors no
longer rate Kiwibank, but rating from Moody’s Investor Services and Fitch Ratings are A1 and AA
respectively.
• The Group's customers are typically low credit risk and, historically, there has been minimal bad debt
expense recorded.
23.3. Liquidity risk
The Group manages liquidity to ensure that it has sufficient liquidity to meet its liabilities when due.
Ultimate responsibility for liquidity risk management rests with the board of directors. The Group manages
liquidity risk through continuous cash management and monitoring of forecast and actual cash flows.
Financing arrangements
Unused borrowing facilities at the reporting date:
2024
2023
$000 $000
Bank overdraft
750 656
Bank loans
- -
750 656
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
43
23.4. Maturity profile
The following table details the Group’s exposure to liquidity risk.
Contractual maturity dates
On demand Less than one
year
Greater than one
year
Total
Financial liabilities as at 31
March 2024:
Notes $000 $000 $000 $000
Trade and other payables 20 1,595 - 1,595
Lease liabilities 17 306 2,399 2,704
Bank loan 29 1,342 - 1,342
3,243 2,399 5,641
On demand Less than one
year
Greater than one
year
Total
Financial liabilities as at 31
March 2023: Notes
$000 $000 $000 $000
Trade and other payables 20 - 1,164 - 1,164
Lease liabilities 17 - 283 2,755 3,038
Bank Loan 29 94 281 1,966 2,341
94 1,728 4,721 6,543
Capital risk management
The Group manages its capital (comprising of cash and cash equivalents) to ensure that entities in the Group
will be able to continue as going concerns while maximising the return to stakeholders through the
optimisation of the debt and equity balance.
24. Share Capital
Ordinary shares
All ordinary shares rank equally with one vote attached to each fully paid share. Total issued share capital is
10,004,149 ordinary shares (2023: 10,004,149). At 1 April 2021 there were 250,000 shares held for specific
participants of the Third Age Employee Share Purchase Plan Trust (“Trust”). During the year ended 31 March
2022, 200,000 shares were issued and the remaining 50,000 shares were issued during the year ended 31
March 2023. As at 31 March 2024, of the total number of issued shares, nil (2023: nil) were held in trust for
specific participants under the Employee Share Purchase Plan (ESPP, note 24.1).
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
44
Treasury shares
Authorised
Issued and shares held Total issued and fully
Share Capital in Trust
paid shares
Note $000 $000 $000 000's
Balance at 1 April 2023
596 - 596 10,004
Shares issued
- - - -
Share issue transaction costs
- - - -
Balance at 31 March 2024
596 - 596 10,004
Balance at 1 April 2022
592 (76) 516 10,000
Shares issued
9 76 84 4
Share issue transaction costs (5) - (4) -
Balance at 31 March 2023
596 - 596 10,004
25. Share Based Payments
25.1. Employee Share Option Plan (ESOP)
ESOP - CEO
On the 4 September 2021 (grant date) the Board approved the offer of 300,000 options, 183,000 equity-
settled options and 117,00 cash-settled options, under a Company Employee Share Option Plan (ESOP) to the
CEO, Tony Wai. The Options will vest in three tranches, 60,000, 90,000 and 150,000. Vesting is subject to
continued employment and Total Return to Shareholders being 26% per annum achieved by 27 September
2024, 27 September 2025, and 27 September 2026 since grant date with the expiry date of the options will be
one year after the date of vesting.
ESOP - CFO
On 19
th
January 2023 (grant date) the Board approved an offer of 25,000 equity-settled options with an issue
date of 1 April 2023, under a Company Employee Share Option Plan (ESOP) to the CFO, Denice Bennett. The
Options will vest in three tranches, 5,000, 7,500 and 12,500. Vesting is subject to continued employment and
agreed performance targets achieved by 1 April 2026, 1 April 2027, and 1 April 2028 since grant date with the
expiry date of the options will be one year after the date of vesting. There is no obligation for cash settlement.
The CFO resigned effective 22 February 2024, hence no liability owing as at 31 March 2024.
2024 2023
Financial liabilities as at 31 March
2024:
Number of
options
Weighted average
exercise price
Number of
options
Weighted average
exercise price
Outstanding as at 1 April 325,000 2.33 300,000 2.36
Forfeited during the year (25,000) (2.00) - -
Exercised during the year - - - -
Granted during the year - - 25,000 2.00
Outstanding as at 31 March 300,000 2.36 325,000 2.33
Exercisable as at 31 March - - - -
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
45
25.2. Share based payments expense
2024
2023
Employee share option plan:
$000 $000
Share based payments expense equity-settled 11 6
Share based payments expense cash-settled 1 2
Employee share purchase plan - -
12 8
26. Related party transactions
26.1. Group composition
The Group is comprised of the following entities:
Subsidiary name
Country of
incorporation
Ownership
2024
Ownership
2023
Hawkes Bay Wellness Centre Limited New Zealand
100% 100%
Belmont Medical Centre Limited New Zealand
100% 100%
Ponsonby Medical (Third Age Health) Limited) New Zealand
100% 100%
Third Age Employee Share Purchase Plan Trust New Zealand
100% 100%
Devonport Family Medicine (Third Age Health) Limited
(acquired 2 May 2022) New Zealand
100% 100%
EastMed St Heliers Limited (acquired 3 October 2022) New Zealand
67% 67%
The Group's ownership interest in all subsidiaries are equal to its proportion of voting rights held. The Group
has no restrictions relating to its ability to access or use the assets and settle the liabilities of the Group.
26.2. Related party transactions
2024 2023
$000 $000
John Fernandes Director & Shareholder Director fees 63 58
Juruel Fernandes Sibling of Director Contractor 1 -
Bevan Walsh Director & Shareholder Director fees 35 27
Norah Barlow (resigned 26 November 2023) Director & Shareholder Director fees 25 39
Wayne Williams Director Director fees 45 49
Steffan Crausaz (appointed 26 November 2023) Director Directors fees 12 -
Diane Budres (resigned 19 July 2022) Director & Shareholder Director fees - 1
Directors’ fees for John Fernandes, Norah Barlow, Steffan Crausaz and Wayne Williams also include fees as
members of the Audit Committee. Wayne Williams, Audit Committee Chair, receives a fee of $10,000 per
annum, while Norah Barlow, Steffan Crausaz and John Fernandes receive a fee of $2,500 per annum.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
46
26.3. K
ey management personnel compensation
2024
2023
$000 $000
Short term benefits
CEO remuneration: Tony Wai 447 331
Other key management personnel including Directors 1,138 983
1,585 1,314
Long term benefits 12 7
1,597 1,321
Remuneration of the CEO is based on a base of $297k and Short-Term Incentive Pool (STI) of $150k. The STI
is at risk based on achievement of organic revenue and profit growth target and compliance with all relevant
laws and regulations governing the Company.
27. Non-Controlling Interests
EastMed St Heliers Limited, a 67% owned subsidiary of the Company, has material non-controlling interests (NCI).
Summarised financial information in relation to EastMed St Heliers Limited, before intra-group eliminations, is
presented below together with amounts attributable to NCI:
2024 2023
$000 $000
Revenue 1,949 1,035
Cost of services (400) (271)
Gross profit 1,549 764
Other income 31 11
Employees and contractors (795) (458)
Professional and consulting fees (22) (6)
Other expenses (481) (210)
Operational expenses (1,298) (674)
2024 2023
$000 $000
EBITDA 282 101
Depreciation (196) (102)
Finance costs (144) (76)
Profit before income tax (58) (77)
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
47
2024 2023
$000 $000
Income tax expense 7 4
Profit for the period (51) (81)
Profit / (loss) allocated to NCI (17) (27)
2024 2023
$000 $000
Current assets
Cash and cash equivalents
379 398
Trade and other receivables
86 99
Total current assets
465 497
Non-current assets
Property, plant and equipment
44 47
Right-of-use-assets
1,552 1,788
Deferred tax asset
24 4
Total non-current assets
1,620 1,839
Total assets
2,085 2,340
Current liabilities
Trade and other payables
519 562
Current tax liabilities
(31) (32)
Lease liabilities
147 135
Total current liabilities
635 657
Non current liabilities
Lease liabilities
1,516 1,686
Total non-current liabilities
1,516 1,686
Total Liabilities 2,151 2,351
2024 2023
$000 $000
Opening balance for NCI (27) -
Add profit /(loss) allocated to NCI (17) (27)
Accumulated non-controlling interest (44) (27)
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
48
2024 2023
$000 $000
Net cash flows from operating activities (20) 109
Net cashflows / (outflows) NCI (6) 72
28. Prior period error
Upon review of IFRS16 and recalculation of our lease obligations, adjustments have been made to current year
retained earnings shown in our Consolidated Statement of Changes in Equity. These changes are not material,
and have been included in the year ending 31 March 2024 (retained earnings reduced by $40k).
29. Contingent liabilities and contingent assets
The Group has no contingent liabilities or contingent assets as at 31 March 2024 (2023: Nil).
30. Bank Loan
The Company entered into a $3 million debt facility in the financial year ending 31 March 2023 with ANZ Bank
New Zealand Limited to provide capital to support the Group’s planned acquisition strategy. The original term
was two years (on a floating rate plus margin) with a covenant requiring Debt-to-EBITDA ratio (based on 12
“months” results) capped at two times, tested at each reporting date. The ANZ loan facility balance as at 31
March 2024 was as follows:
1. $663k term loan, fixed at a rate of 9.36% maturing on 24 November 2024*;
2. $663k term loan, fixed at a rate of 10.26% maturing on 29 November 2024*;
3. $750k floating facility with nil drawn, at current rate as at 31 March 2024 of 10.30%
Security for the loan & overdraft are a first ranking security over the Company and the Group which includes
cross guarantees and indemnity of debt. As at 31 March 2024, the Debt to EBITDA ratio was 0.447 (2023:
1.233).
Total interest charged on the loan in the period was $151,312 (FY23: $98,578).
* Subsequent to year end, the Company extended the loan maturity of the two existing term loan facilities
amounting to $1,342k as at 31 March 2024. The maturity dates extended from November 2024 to 31
December 2025.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
49
Current
2024
2023
$000 $000
Bank Loan
1,342 281
Overdraft
- 94
1,342 375
Non-current
2024
2023
$000 $000
Bank Loan
- 1,966
Unrestricted access was available at the reporting date to the following lines of credit:
Total Facilities
2024
2023
$000 $000
Bank Loan
1,342 2,247
Overdraft
750 750
2,092 2,997
Used Facilities
2024
2023
$000 $000
Bank Loan
1,342 2,247
Overdraft
- 94
1,342 2,341
Available Facilities
2024
2023
$000 $000
Bank Loan
- -
Overdraft
750 656
750 656
31. Subsequent events
31.1. Final dividend declared
On 27 May 2024 the Board declared a final dividend for the year of 2.80 cents per share taking the total
dividend for the year to 10.07 cents per share.
31.2. Fixed Term for Flexible Loan
On 24 May 2024, the Company extended the loan maturity of the two existing loan facilities amounting to
$1,342k as at 31 March 2024. The maturity dates extended from November 2024 to 31 December 2025.
Third Age Health Services Limited
Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
50
31.3. Acquisition of Hub Aged Care
On 1 April 2024, the Company completed the acquisition of 70% of Hub Aged Care, a Wellington-based
primary care practice specialising in aged residential care services for the total purchase price of $728k. Per
the sale and purchase agreement, a $598k payment was made on settlement, financed through the Company’s
existing ANZ floating facility. The remaining $130k represents a deferred purchase price to be paid on the first
anniversary of the completion subject to specified conditions.
No other matter or circumstances has occurred subsequent to year end that has significantly affected or may
affect, the operations of the Group, the results of those operations or the state of affairs of the entity in
subsequent financial years.
Level | 1 York Street | Sydney | NSW | 2000
GPO Box 4137 | S ydney | NSW | 2001
t: +61 2 9256 6600 | f: +61 2 9256 6611
sydney@uhyhnsyd.com.au
www.uhyhnsydney.com.au
An association of independent Ƃ rms in Australia and New Zealand and a member
of UHY International, a network of independent accounting and consulting Ƃ rms.
UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826
Liability limited by a scheme approved under Professional Standards Legislation.
Passion beyond numbers
9
51
Independent Auditor’s Report
To the Shareholders of Third Age Health Services Limited
Opinion
I have audited the consolidated financial statements of Third A ge Health Services Limited ( “the
Company”) and its subsidiaries (“the Group” ), which comprise:
• the consolidated statement of financial position as at 31 March 2024;
• the consolidated statement of profit or loss and other comprehensive income, consolidated
statement of changes in equity and consolidated statement of ca sh flows for the year then
ended; and
• the notes to the consolidated financial statements including a summary of significant
accounting policies.
I am a partner with UH Y Haines Norton Chartered Accountants Syd ney (the Firm ) and I have used the
staff and resources of the Firm to perform the audit of the Group.
In my opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Group as at 31 March 2024, and its consolidated
financial performance and its consolidated cash flows for the year then ended in accordance with New
Zealand Equivalents to International Financial Reporting Standa rds ( “N Z IFRS” ) issued by the New
Zealand Accounting Standards Board.
Basis for Opinion
I conducted my audit in accordance with International Standards on Auditing (New Zealand) ( “ISAs
(N Z)” ) issued by the New Zealand Auditing and Assurance Standar ds Board. My responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of my report.
I am independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including Internati onal Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Boa rd and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code ), and I have fulfilled my other ethical
responsibilities in accordance with these requirements and the IESBA Code.
I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my
opinion.
Other than in my capacity as auditor, neither myself, the firm or the firm’s staff have no relationship
with, or interests in, the Group.
Key Audit Matters
Key audit matters are those matters that, in my professional ju dgement, were of most significance in
my audit of the consolidated financial statements of the current year. These matters were addressed
An association of independent Ƃ rms in Australia and New Zealand and a member
of UHY International, a network of independent accounting and consulting Ƃ rms.
UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826
Liability limited by a scheme approved under Professional Standards Legislation.
Passion beyond numbers
52
in the context of my audit of the consolidated financial statements as a whole, and in forming my
opinion thereon, and I do not provide a separate opinion on the se matters.
Why the audit matter is significant How my audit addressed the key audit matter
Revenue recognition
Revenue is a key focus of shareholders,
directors and management in measuring
the Group’s progress towards its growth
objectives.
The Group’s principal revenue stream,
the provision of consultation services,
continues to be recognised at the point
in time at which the service is provided.
The Group’s other significant revenue
stream, the provision of capitation
services, is recognised over time as the
service is provided.
Disclosures in relation to the Group’s
revenue are included in Note 4 to the
consolidated financial statements.
To address the risk associated with revenue
recognition, the following audit procedures were
carried out:
• Reviewed revenue recognition policies for
appropriateness and compliance with the
requirements of the relevant accounting
standard NZ IFR S 15;
• Performed Substantive Analytical review
procedures;
• Selected a sample of transactions and agreed
them to supporting documentation such as
invoices, cash receipt and assessed whether all
criteria related to revenue recognition has
been met before being recognised as revenue;
• Reviewed credit notes posted after year end to
ascertain correct revenue recognition during
the year;
• Performed revenue cut off procedures by
selecting revenue samples before and after
year end and testing that revenue is recorded
in the correct period;
• Reviewed manual revenue journals as part of
the journal entry testing process with the
criteria specifically targeting unusual entries to
revenue accounts; and
• Assessed the reasonability and completeness
of the revenue related disclosures to test
compliance with the requirements of the
accounting standards.
An association of independent Ƃ rms in Australia and New Zealand and a member
of UHY International, a network of independent accounting and consulting Ƃ rms.
UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826
Liability limited by a scheme approved under Professional Standards Legislation.
Passion beyond numbers
53
Why the audit matter is significant How myaudit addressed the key audit matter
Intangible assets & Goodwill
The Group has significant intangible
assets relating to the acquisitions made
in previous periods.
The Group has significant intangible
assets with finite useful lives including
software, patient database and PHO
agreement totalling $2.54 m (note 19) as
at 31 March 2024 that are amortised
over their useful life.
In addition, there is a significant goodwill
balance recorded of $1.65 million (note
19) as at 31 March 2024.
We consider this area to be significant as
balances are material to the financial
report and the significant estimates and
judgements applied in testing these
balances for impairment.
To address the risk associated with intangible balance,
the following audit procedures were carried out:
• Assessed reasonability of the useful life used
for the purpose of calculating amortisation on
software and patient database i.e. finite life
intangible assets;
• Analysed the Group’s impairment assessment
for the correct methodology with particular
emphasis on the key assumptions being
discount rate, growth rate and forecast cash
flows;
• Performed an independent recalculation of the
Group’s recoverable amount and compared it
to management’s assessment and the relevant
carrying amount;
• Performed stress testing of the key
assumptions; and
• Assessed the reasonability and completeness
of the related disclosures to test compliance
with the requirements of the accounting
standards.
Information Other than the Consolidated Financial Statements and Auditor’s Report thereon
The Directors are responsible for the annual report, which includes information other than the
consolidated financial statements and auditor’s report.
My opinion on the consolidated financial statements does not cover the other information and I do
not express any form of audit opinion or assurance conclusion thereon.
In connection with my audit of the consolidated financial statements, my responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or my knowledge obtained in the audit, or otherwise
appears to be materially misstated.
If, based upon the work we have performed, we conclude that the re is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Directors’ Responsibilities for the Consolidated Financial Stat ements
The Directors are responsible on behalf of the Group for the pr eparation and fair presentation of the
consolidated financial statements in accordance with N Z IFR S, and for such internal control as the
An association of independent Ƃ rms in Australia and New Zealand and a member
of UHY International, a network of independent accounting and consulting Ƃ rms.
UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826
Liability limited by a scheme approved under Professional Standards Legislation.
Passion beyond numbers
54
Directors determine is necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or er ror.
In preparing the consolidated financial statements, the directors are responsible on behalf of the
Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do
so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
My objective is to obtain reasonable assurance about whether th e consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes my opinion. Reasonable assurance is a high level of assurance but is not
a guarantee that an audit conducted in accordance with ISAs (N Z) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated fin ancial statements.
A further description of the auditor’s responsibilities for the audit of the consolidated financial
statements is located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/.
This description forms part of my auditor’s report.
Restriction on use of my report
This report is made solely to the Group’s shareholders, as a bo dy. My audit work has been undertaken
so that I might state to the Group’s shareholders, as a body th ose matters which I am required to state
to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, I do
not accept or assume responsibility to anyone other than the Gr oup and the Group’s shareholders, as
a body, for my audit work, for this report or for the opinion I have formed.
Vikas Gupta
Audit Partner - UHY Haines Norton Chartered Accountants Sydney
Signed at Sydney, Australia on 27 June 2024
STATEMENT OF CORPORATE GOVERNANCE
Third Age Health Services Limited
and subsidiaries
55
Third Age Health Services Limited
Corporate Governance
56
The objective of the Board of Third Age Health Services Limited (“the Company”) is to to maximise both
returns on capital and the average annual rate of increase in intrinsic value per share. The Board considers
there is a strong link between good corporate governance and the achievement of this objective.
The company seeks to follow the NZX Corporate Governance Code (NZCGC) recommendations for listed
companies to the extent that it is appropriate to the size and nature of the Company’s operations. Other
principles which the Company considers in its governance approach are the the Financial Market Authority’s
Corporate Governance Principles and Guidelines, and the Commonsense Corporate Governance Principles 2.0
(altogether “Principles”).
The Board considers that its corporate governance framework complies with the NZCGC recommendations,
except as stated within this report. This report is presented by addressing the eight principles and the
associated recommendations of the NZCGC.
The information in this report is current as at the date of release of the Annual Report for the year ended 31
March 2024 and has been approved by the Board.
The key corporate governance documents referred to in this report are available under the investors section of
the Company’s website at https://www.thirdagehealth.co.nz
Principle 1 – Code of Ethical Behaviour
Recommendation 1.1
“The Board should document minimum standards of ethical behaviour to which the issuer’s directors and
employees are expected to adhere (a code of ethics).
The code of ethics and where to find it should be communicated to the issuer’s employees. Training should be
provided regularly. The standards may be contained in a single policy document or more than one policy.
The code of ethics should outline internal reporting procedures for any breach of ethics, and describe the
issuers’ expectations about behaviour, namely that every director and employee:
a. acts honestly and with personal integrity in all actions;
b. declares conflicts of interest and proactively advises of any potential conflicts;
c. undertakes proper receipt and use of corporate information, assets and property;
d. in the case of directors, give proper attention to the matters before them;
e. acts honestly and in the best interest of the issuer, as required by law, and takes account of interests of
shareholders and other stakeholders;
f. adheres to any procedures around giving and receiving gifts (for example where gifts are given that are of
value in order to influence employees and directors, such gifts should not be accepted);
g. adheres to any procedures about whistle blowing (for example, where actions of a whistle blower have
complied with the issuer’s procedures, an issuer should protect and support them, whether or not action is
taken): and
h. manages breaches of the code”
The Company complies with this recommendation with a Code of Ethics which was published in March 2022.
Directors observe and foster high ethical standards. The Company expects its directors, officers, and
employees to act legally, to maintain high ethical standards, and to act with integrity consistent with the
Company’s policies, guiding principles and values.
Third Age Health Services Limited
Corporate Governance
57
The Company adopts policies to ensure it maintains high standards of performance and behaviour when
dealing with the Company’s customers, suppliers, shareholders and staff. The specific governance policies in
place throughout the year were a Diversity and Inclusion policy, Market Disclosure Policy and the Financial
Products Trading policy.
The Code of Ethics can be found on the investor section of the Company’s website
(https://www.thirdagehealth.co.nz
).
Recommendation 1.2
“An issuer should have a financial product dealing policy which applies to employees and directors.”
The Company complies with this recommendation. The Financial Products Trading Policy can be found on the
investor section of the Company’s website (https://www.thirdagehealth.co.nz
).
Principle 2 - Board composition & Performance
Recommendation 2.1
“The board of the issuer should operate under a written charter which sets out the roles and responsibilities of
the board. The board charter should clearly distinguish and disclose the respective roles and responsibilities of
the board and management.”
The Company complies with this recommendation, with the board operating under a Board charter which is
available on the investor section of the Company’s website (https://www.thirdagehealth.co.nz
).
Recommendation 2.2
“Every issuer should have a procedure for the nomination and appointment of directors to the board.”
The Company complies with this recommendation. The Board has decided that these functions will be carried
out by the main board within the terms of reference of this Board Charter. A copy of the Board Charter is
available on the investor section on the Company’s website (https://www.thirdagehealth.co.nz
).
Recommendation 2.3
“An issuer should enter into written agreements with each newly appointed director establishing the terms of
their appointment.”
The Company complies with this recommendation. All current Directors and senior executives have entered
into written agreements with the Company setting out the terms of their appointment. In accordance with the
NZX Listing Rules, all Directors are required to retire (though may be re-elected) not later than the third annual
meeting following the Director’s appointment, or after three years, whichever is longer. Any Directors
appointed by the Board since the previous annual meeting must also retire and are eligible for election.
Recommendation 2.4
“Every issuer should disclose information about each director in its annual report or on its website, including
profile of experience, length of service, independence and ownership interest and director attendance at Board
meetings.”
The Company complies with this recommendation. The biographies of the Directors are available in this
Annual Report and on the Company’s website (https://www.thirdagehealth.co.nz
).
Third Age Health Services Limited
Corporate Governance
58
With regard to Board meeting attendance, the Board meets as often as it deems appropriate, including
sessions to review the performance of the business, to consider the strategic direction and to approve annual
budgets. While Board meetings are usually held in personal as is common nowadays, a video conference
option is also provided, which also suits the dispersed nature of the Board.
The table below sets out Director attendance at Board meetings during FY24, including meetings to approve
strategic plans, budgets and the release of annual and half year results.
Director Number of meetings
eligible to attend
Number of meetings
attended
Bevan John Walsh 8 8
John Samuel Ronny Fernandes 8 8
Wayne Geoffrey Williams 8 8
Norah Kathleen Barlow (resigned 26 November 2023) 6 5
Steffan Crausaz (appointed 26 November 2023)
2 2
Recommendation 2.5
“An issuer should have a written diversity policy which includes requirements for the board or a relevant
committee of the board to set measurable objectives for achieving diversity (which at a minimum should
address gender diversity) and to assess annually both the objectives and the entity’s progress in achieving
them. The issuer should disclose the policy or a summary of it.”
The company complies with the recommendation to have a written diversity policy which can be found on the
investor section of the Company’s website (https://www.thirdagehealth.co.nz
). The company prioritises
diversity of thought and has not set any specific measurable diversity objectives related to gender, ethnicity or
other similar characteristics.
NZX listed issuers are required to report quantitative data on the gender breakdown of Directors and Officers
at the financial year end.
As at 31 March 2024 the mix of male and female within the Board and Company’s Key Management Personnel
(the CEO and persons that report to the CEO) was as follows:
2024 2023
Male Female Male Female
Non-executive Directors 4
-
3
1
Key Management Personnel
3 7
4 6
Recommendation 2.6
“Directors should undertake appropriate training to remain current on how to best perform their duties as
directors of an issuer.”
Members of the Board undertake regular professional training to remain current on how best to perform their
duties. The Company encourages all Directors to undertake appropriate training and education so that they
may best perform their duties. This may include attending presentations on changes in governance, legal and
regulatory frameworks; attending technical and professional development courses; site visits and briefings
from key executives; and attending presentations from industry experts and key advisers.
Third Age Health Services Limited
Corporate Governance
59
Recommendation 2.7
“The Board should have a procedure to regularly assess director, board, and committee performance.”
The Board have introduced an assessment process to enable an annual assessment of the Directors, and the
Board plus senior executives.
The Board considers individual and collective performance, together with the
skill sets, training and development and succession planning required to govern the business.
Recommendation 2.8
“A majority of the Board should be independent directors.”
The Company complies with this recommendation. In determining directors’ independence, the Board has
applied factors outlined in the commentary to Corporate Governance Code recommendation 2.4.
The Board currently comprises four Directors, three of whom are independent:
• John Samuel Ronny Fernandes, Independent Chairman
• Bevan John Walsh, Non-independent Director.
• Wayne Geoffrey Williams, Independent Director.
• Steffan Crausaz
, Independent Director
Directors’ interests disclosed for the financial year ended 31 March 2024 are provided in the Shareholder and
Statutory Information section of this Annual Report.
Recommendation 2.9
“An issuer should have an independent chair of the Board. If the chair is not independent, the chair and the
CEO should be different people.”
During the year ended 31 March 2024, the Company complied with this recommendation. In addition, the
Chairman and CEO are different people.
Principle 3 – Board Committees
Recommendation 3.1
“An issuer’s audit committee should operate under a written charter. Membership on the audit committee
should be a majority of independent directors and comprise solely of non-executive directors of the issuer. The
Chair of the audit committee should be an independent director and not the chair of the board.”
The Company complies with this recommendation. The board operates an Audit Committee which provides a
forum for effective communication between the Board and external auditors. The Committee reviews the
annual and half-yearly financial statements, prior to their approval by the Board, the effectiveness of internal
control, the Company finance function, information systems, and the efficiency and effectiveness of the audit
function.
During the year ended 31 March 2024 the Committee comprised of Wayne Williams (Chair and Independent
Director), Norah Barlow (Independent Director, resigned 26 November 2023), Steffan Crausaz (appointed 26
November 2023) and John Fernandes (Independent director). The Audit Committee Charter can be found on
the investors section of the Company’s website (https://www.thirdagehealth.co.nz
).
The table below sets out Director’s attendance at Audit Committee meetings during FY24.
Third Age Health Services Limited
Corporate Governance
60
Director Number of meetings
eligible to attend
Number of meetings
attended
Wayne Geoffrey Williams
3 3
John Samuel Ronny Fernandes
3 3
Norah Kathleen Barlow (resigned 26 November 2023)
2 2
Steffan Crausaz (appointed 26 November 2023)
1 1
Recommendation 3.2
“Employees should only attend the audit committee at the invitation of the audit committee.”
The Company complies with this recommendation. Employees and other non- members of the committee
only attend by invitation.
Recommendation 3.3
“An issuer should have a remuneration committee which operates under a written charter (unless this is carried
out by the whole board). At least a majority of the remuneration committee should be independent directors”.
Given the size and nature of the Board there is no standing committee for remuneration, but the Board has
decided that these functions will be carried out by the main Board within the terms of reference of the Board
Charter. A copy of the Board Charter is available on the investors section of the Company’s website
(https://www.thirdagehealth.co.nz
).
Recommendation 3.4
“An issuer should establish a nominations committee to recommend director appointments to the Board
(unless this is carried out by the whole Board) which should operate under a written charter. At least a
majority of the nominations committee should be independent directors.”
Given the size and nature of the Board there is no standing committee for nominations, but the Board has
decided that these functions will be carried out by the main board within the terms of reference of the Board
Charter.
A copy of the Board Charter is available on the investor section of the Company’s website
(https://www.thirdagehealth.co.nz
).
Recommendation 3.5
“An issuer should consider whether it is appropriate to have any other board committees as standing
committees. All committees should operate under written charters. An issuer should identify the members of
each of its committees, and periodically report member attendance.”
The Board will continue to access the requirements for further standing committees.
The Board will use
standing committees where this will enhance its effectiveness in key areas, while still retaining Board
responsibility.
Recommendation 3.6
“The board should establish appropriate protocols that set out the procedure to be followed if there is a
takeover offer for the issuer including any communication between insiders and the bidder. The board should
disclose the scope of independent advisory reports to shareholders. These protocols should disclose the option
of establishing an independent takeover committee, and the likely composition and implementation of an
independent takeover committee.”
In the case of a takeover offer, the Company will form an Independent Takeover Committee to oversee
disclosure and response and engage expert legal and financial advisors to provide advice on procedure. The
Third Age Health Services Limited
Corporate Governance
61
Company does not have a formal Takeover Response Policy at this stage and so is not compliant with this
recommendation.
Principle 4 - Reporting and disclosure
Recommendation 4.1
“The issuer’s board should have written continuous disclosure policy.”
The Company complies with this recommendation. The Company’s directors are committed to keeping
investors and the market informed of all material information about the Company and its performance, in a
timely manner. The company has adopted a Market Disclosure Policy to ensure that material information is
identified, reported, assessed and, where required, disclosed to the market in a timely manner. A copy of the
Policy is available on the investors section of the Company’s website (https://www.thirdagehealth.co.nz
).
Recommendation 4.2
“An issuer should make its code of ethics, board and committee charters and the policies recommended in the
NZX Code, together with any other key governance documents, available on its website.”
The Company complies with this recommendation. Published policies and charters are found the investor
section of the Company’s website (https://www.thirdagehealth.co.nz
).
Recommendation 4.3
“Financial reporting should be balanced, clear and objective. An issuer should provide non-financial disclosures
at least annually, including considering environmental, economic, and social factors and practices. It should
explain how operational or non-fi nancial targets are measured. Non-financial reporting should be informative,
include forward looking assessments, and align with key strategies and metrics monitored by the board.”
In addition to all information required by law, the Company also seeks to provide meaningful information to
ensure stakeholders and investors are well informed, including financial and non-financial information.
Financial Information
Senior Management is responsible for implementing and maintaining appropriate accounting and financial
reporting principles, policies, and internal controls designed to ensure compliance with accounting standards
and applicable laws and regulations.
The Board’s Audit Committee oversees the quality and integrity of external financial reporting, including the
accuracy, completeness, balance and timeliness of financial statements. It reviews the Company’s full and half
year financial statements and makes recommendations to the Board concerning accounting policies, areas of
judgement, compliance with accounting standards, stock exchange and legal requirements, and the results of
the external audit.
For the financial year ended 31 March 2024, the Directors believe that proper accounting records have been
kept that enable the determination of the Company’s financial position with reasonable accuracy and facilitate
compliance of the financial statements with the Financial Markets Conduct Act 2013.
The Company’ full and half year financial statements are available on the investor section of the Company’s
website (https://www.thirdagehealth.co.nz
).
Third Age Health Services Limited
Corporate Governance
62
Non‑financial information
The Company sets out, reports against and discusses its strategic objectives in a variety of communications
including the Chair and CEO’s commentary in reports to shareholders.
Principle 5 – Remuneration
Recommendation 5.1
“An issuer should recommend director remuneration to shareholders for approval in a transparent manner.
Actual director remuneration should be clearly disclosed in the issuer’s annual report.”
The Company complies with this recommendation. Remuneration of Directors and senior executives is a key
responsibility of the Board. The Board ensures that remuneration is benchmarked to the market for Director
and Board positions.
Recommendation 5.2
“An issuer should have a remuneration policy for remuneration of directors and officers, which outlines the
relative weightings of remuneration component and relevant performance criteria.”
The Company complies with this recommendation.
Director remuneration
The total remuneration pool available for Directors was fixed at listing at a current maximum of $180,000 per
annum for all non-executive Directors. The Board determines the level of remuneration paid to Directors from
that pool. Directors also receive reimbursement for reasonable travelling, accommodation and other expenses
incurred in the course of performing their duties.
Any proposed increases in pool of fees for non-executive Director fees and remuneration will be put to
shareholders for approval. If independent advice is sought by the Board, it will be disclosed to shareholders as
part of the approval process.
Approved remuneration for Board roles
The fees payable to a non-executive Chair currently amount to $60,000 per annum, fees payable to the
Independent and Non-Independent Directors are $35,000 per annum. The Chair of the Audit Committee
receives $10,000 per annum while members receive $2,500 per annum.
No retirement benefits, share options or special exertion payments have been provided to Directors
Executive remuneration
In general, executive remuneration comprises a fixed base salary, an at-risk short-term incentive payable
annually linked to business performance and incentives linked to longer term share growth. At-risk incentives
are paid against targets agreed with executives at the commencement of the period and are based on financial
measures, mainly earnings targets.
Recommendation 5.3
“An issuer should disclose the remuneration arrangements in place for the CEO in its annual report. This should
include disclosure of base salary, short term incentives and long-term incentives and the performance criteria
used to determine performance-based payments.”
Third Age Health Services Limited
Corporate Governance
63
The Company complies with this recommendation. The CEO remuneration is detailed under note 25.3 of the
Consolidated Financial Statements.
Principle 6 - Risk Management
Recommendation 6.1
“An issuer should have a risk management framework for its business and the issuer’s board should receive and
review regular reports. An issuer should report the material risks facing the business and how these are being
managed.”
The Board has overall responsibility for the Company’s system of risk management and internal control. The
Board delegates day-to-day management of the risk to the CEO.
Risk Identification
The senior management team is required to regularly identify the major risks affecting the business and
develop structures, practices, and processes to manage and monitor these risks. The CEO provides an updated
risk register at each Board meeting. Additionally, the Board has regular engagement with all Key Management
Personnel, including unfettered access to them and external advisors as needed to support decision making
and manage risks.
Insurance
The Company maintains insurance policies that it considers adequate to meet its insurable risks.
Recommendation 6.2
“An issuer should disclose how it manages it’s health and safety risks and should report on its health and safety
risks, performance and management.”
The Company complies with this recommendation, with formal reporting to the board on it’s health and safety
risks, performance and management at Board meetings.
Principle 7 – Auditors
Recommendation 7.1
“The board should establish a framework for the issuer’s relationship with its external auditors. This should
include:
a. For sustaining communication with the issuer’s external auditors;
b. To ensure that the ability of the external auditors to carry out their statutory audit role is not impaired, or
could reasonably be conceived to be impaired;
c. To address what, if any services (whether by type or level) other than their statutory audit roles may be
provided by the auditors to the issuer: and
d. To provide for the monitoring and approval by the issuer’s audit committee of any service provided to the
issuer other than in their statutory audit role.”
The Company complies with this recommendation. The Board is committed to ensuring audit independence,
both in fact and appearance, so that the Company’s external financial reporting is viewed as being highly
objective and without bias. The Audit Committee reviews the quality and cost of the audit undertaken by the
Company’s external auditors and provides a formal channel of communication between the Board, senior
management, and external auditors.
Third Age Health Services Limited
Corporate Governance
64
The Audit Committee approves the auditor’s terms of engagement, audit partner rotation (at least every five
years) and audit fee and reviews and provides feedback in respect of the annual audit plan. In FY24 the
Company changed auditor from EY to UHY Haines Norton. The Audit Committee periodically has time with the
external auditor without management present. The Committee also assesses the auditor’s independence on
an annual basis.
All audit work of the Company is fully separated from non-audit services to ensure that appropriate
independence is maintained. There were no other services provided by UHY Haines Norton in FY24. The
amount of fees paid to UHY Haines Norton for audit and non-audit work are identified on note 8 of the
Consolidated Finance Statements.
UHY Haines Norton has provided the Committee with written confirmation that, in its view, it was able to
operate independently during the year.
Recommendation 7.2
“The external auditor should attend the issuer’s Annual Meeting to answer questions from shareholders in
relation to the audit.”
The Company complies with this recommendation. UHY Haines Norton will be invited to attend the FY24
Annual Shareholders’ Meeting and will be available to answer questions from shareholders at the meeting.
Recommendation 7.3
“Internal audit functions should be disclosed.”
The Company has a number of internal controls which are overseen by the Audit Committee and/or the Board.
These include controls for business continuity management, insurance, health and safety, conflicts of interest,
and prevention and identification of fraud. Given the size of the business the Company does not have an
internal audit function.
Principle 8 – Shareholder rights and relations
Recommendation 8.1
‘An issuer should have a website where investors and interested stakeholders can access financial and
operational information and key corporate governance information about the issuer.”
The Company complies with this recommendation. The Company’s website can be found at
https://www.thirdagehealth.co.nz
.
Recommendation 8.2
“An issuer should allow investors the ability to easily communicate with the issuer, including the option to
receive communications from the issuer electronically.”
The Company complies with this recommendation. The Board is committed to open and regular dialogue and
engagement with shareholders. The Company seeks to ensure that investors understand its activities by
communicating effectively with them and giving them access to clear and balanced information.
The Company has a calendar of communications and events for shareholders, including but not limited to:
• Half and full Year Results Announcements and Annual Report.
• Market announcements.
Third Age Health Services Limited
Corporate Governance
65
• Annual Shareholders’ Meeting.
• Scheduled and ad hoc investor presentations to institutional investors and retail brokers.
• Easy access to information through the Company’s website ( https://www.thirdagehealth.co.nz
).
• Access to management and the Board via a dedicated email address, investors@thirdagehealth.co.nz.
Recommendation 8.3
“Quoted equity security holders have the right to vote on major decisions which may change the nature of the
issuer in which they are invested.”
The Company complies with this recommendation. Shareholders are actively encouraged to attend the Annual
Shareholders’ Meeting and may raise matters for discussion at this event and may vote on major decisions that
affect the Company. Voting is by poll, upholding the ‘one share, one vote’ philosophy.
In accordance with the Companies Act 1993, the Company’s Constitution and the NZX Main Board Listing
Rules, the Company refers major decisions that may change the nature of the Company to shareholders for
approval. All shareholders are given the option to elect to receive electronic communications from the
Company. In addition to shareholders, the Company has a wide range of stakeholders and maintains open
channels of communication for all audiences, including brokers, the investing community, regulators, staff,
customers and suppliers.
Recommendation 8.4
“If seeking additional equity capital, issuers of quoted securities should offer further equity securities to existing
equity security holders of the same class on a pro rata basis and no less favourable before further equities are
offered to other investors.”
In the event that the Company will seek additional equity capital, the Company will seek to offer further equity
securities to existing equity security holders of the same class on a pro rata basis and no less favourable before
further equities are offered to other investors.
Recommendation 8.5
“The board should ensure that the notices of annual or special meetings of quoted equity security holders is
posted on the issuer’s website as soon as possible and at least 20 working days prior to the meeting.”
The Company has complied with this recommendation.
Third Age Health Services Limited
Shareholder and statutory information
66
1. Additional information required under the NZX Listing Rules
Twenty largest registered shareholders as of 31 March 2024
The Company has one class of equities, Ordinary Shares listed on the NZX Main Board under the ticker code
TAH.
The following table shows the names and holdings of the 20 largest registered holdings of listed ordinary
shares of the Company on 31 March 2024.
Shareholders Holding % of
issued
capital
Bevan John Walsh 4,289,343 42.88%
Michael Haskell & Associates Limited 2,571,893 25.71%
Timothy Grant Livingstone & Robert Peter Webber 840,500 8.40%
New Zealand Depository Nominee 347,220 3.47%
Diane Lynn Budres 248,392 2.48%
Brian Hezelton Walsh 189,404 1.89%
Jsrf Limited 178,792 1.79%
Lenore Deirdre Bauer 156,500 1.56%
Jiahuan Fu 138,182 1.38%
FNZ Custodians Limited 94,480 0.94%
Xzs Holdings Limited 44,000 0.44%
Bruce John Mccullagh 37,049 0.37%
Dellow Nominees Limited 33,400 0.33%
Custodial Services Limited 32,988 0.33%
Tony Andrew Wai 32,903 0.33%
Gore Holdings Limited 25,000 0.25%
Norah Kathleen Barlow & Robert Noel Barlow 24,490 0.24%
Arthur Smethurst & Leigh Smethurst 23,000 0.23%
Brett Hiirini Shepherd 20,529 0.21%
Jean Paterson Marshall 20,529 0.21%
Keith Arthur Albert Thomas 20,000 0.20%
9,368,594 93.64%
The total number of voting securities of the Company at 31 March 2024 was 10,004,149 ordinary shares which
are listed on the NZX.
Third Age Health Services Limited
Shareholder and statutory information
67
Spread of shareholders as at 31 March 2024
The following table is the spread of listed shareholders as of 31 March 2024
Shareholder size Number of Holders Total Shares listed % of listed capital
1-1,000 74 32,887 0.33%
1,001-5,000 75 220,697 2.21%
5,001-10,000 25 206,844 2.07%
10,001-50,000 25 489,015 4.89%
50,001-100,000 - - -
Greater than 100,000 10 9,054,706 90.51%
209 10,004,149 100.0%
Shareholding of Directors as of 31 March 2024
Director
2024 2023
Shares Shares
Bevan John Walsh
4,289,343
4,311,731
John Samuel Ronny Fernandes
178,792 127,328
Wayne Geoffrey Williams
- -
Steffan Crausaz
- -
Norah Kathleen Barlow resigned as a Director on 26 November 2023. As at 31 March 2023 and 2024 she held
24,490 shares. Directors are encouraged, though not required, to own shares in the Company.
2. Additional information required under the Financial Markets Conduct Act
2013
Substantial Security Holders
Information on Substantial Security Holders is provided pursuant to section 293 of the Financial Markets
Conduct Act 2013 (the “Act”) and details the Substantial Security Holders in the Company and their relevant
interests in the Company’s shares as of 31 March 2024. A person has a substantial holding for the purposes of
the Act if the person has a relevant interest in quoted voting products that comprise 5% or more of a class of
quoted voting products of the listed issuer.
Investor name Shares held
at 31 March 2024
% of issued
capital
Bevan John Walsh
4,289,343 42.88%
Timothy Grant Livingstone & Robert Peter Webber (W W Flaunty Family A/c) 840,500 8.40%
Michael Haskell & Associates Limited
626,920 6.27%
Lenore Deirdre Bauer
Beneficial ownership
1
1,514,972
Direct ownership 156,500
1,671,472 16.71%
1. This relates to an informal agreement relating to the beneficial ownership of a share of the shares held by Bevan John Walsh, the
exercise of voting rights attaching to those Share, and any acquisition or disposal of those Shares
Third Age Health Services Limited
Shareholder and statutory information
68
3. Additional information required under the Companies Act 1993
Directors’ remuneration and other benefits
The names of the directors of the Company who held office and the details of their remuneration and value of
other benefits received for services to Third Age Health Services Limited for the year ended 31 March 2024
were:
Board Fees Audit Committee
Fees
$ $
John Samuel Ronny Fernandes
60,000 2,500
Wayne Geoffrey Williams
35,000 10,000
Bevan John Walsh
35,000 -
Norah Kathleen Barlow
23,333 1,672
Steffan Crausaz
11,667 625
165,000 14,797
Interests register
Directors have given notices disclosing interests pursuant to section 140(1) of the Companies Act 1993.
Particulars of entries recorded in the Company’s Interests Register during the financial year ended 31 March
2024 are set out in the following table.
Director Nature of disclosure
Bevan John Walsh 1 Bevan Walsh is a major shareholder of The Company TAH and Third Age
Digital Health Limited (TADH). Bevan Walsh resigned as a director of TADH on
20 December 2021. The Company is owned money from TADH. Details of the
loan and interim distribution are provided in note 15 of the Consolidated
Financial Statements.
2 Indemnified to the extent allowed by the Companies Act 1993 and the
company constitution.
3 Directors and Officers insurance cover provided by the Company.
John Samuel Ronny Fernandes 1 Indemnified to the extent allowed by the Companies Act 1993 and the
company constitution.
2 178,792 Shares (1.79%) in the Company held by JSRF Limited, in which John
Fernandes has a relevant interest as sole director and shareholder.
3 JSRF Limited (a company owned 100% by John Fernandes) holds an option to
purchase a further 100,000 Shares (1.03%) held by another shareholder (who
is not a director or senior manager) at $2.15 per Share. That option can be
exercised in part or in full at any time until 30 June 2024.
4 Directors and Officers insurance cover provided by the Company.
.
5 John Fernandes holds a position as a Board member of the ACT political party
Third Age Health Services Limited
Shareholder and statutory information
69
Director Nature of disclosure
Norah Kathleen Barlow 1 Norah Barlow holds a position as CEO of a client of the Company
2 24,490 (0.24%) shares in the Company held by Norah Kathleen Barlow and
Robert Noel Barlow in their capacities as trustees of a family trust associated
with Norah Barlow
3 Indemnified to the extent allowed by the Companies Act 1993 and the
company constitution.
4 Directors and Officers insurance cover provided by the Company
Wayne Geoffrey Williams 1 Indemnified to the extent allowed by the Companies Act 1993 and the
company constitution.
2 Directors and Officers insurance cover provided by the Company
Steffan Crausaz 1 Indemnified to the extent allowed by the Companies Act 1993 and the
company constitution.
2 Directors and Officers insurance cover provided by the Company
Indemnity and insurance
The Company has entered into deeds of indemnity in favour of all its directors. The Company has insured all its
directors against liabilities and costs in accordance with section 162(5) of the Companies Act 1993.
Third Age Health Services Limited
Shareholder and statutory information
70
Employees’ remuneration
The number of employees or former employees, not being Directors of the Group, who received remuneration
and other benefits in their capacity as employees, the value of which exceeds $100,000 is set out below:
2024 2023
Number Number
$100,000 - $109,999 7 2
$110,000 - $119,999 3 2
$120,000 - $129,999 2 1
$130,000 - $139,999 1 1
$140,000 - $149,999 - -
$150,000 - $159,999 1 1
$160,000 - $169,999 2 -
$170,000 - $179,999 1 -
$180,000 - $189,999 1 1
$190,000 - $199,999 2 -
$200,000 - $209,999 1 1
$210,000 - $219,999 - -
$220,000 - $229,999 1 1
$230,000 - $239,999 - -
$240,000 - $249,999 1 -
$250,000 - $259,999 - 2
$260,000 - $269,999 - -
$270,000 - $279,999 1 -
$280,000 - $289,999 - -
$290,000 - $299,999 1 1
$300,000 - $309,999 - -
$310,000 - $319,999 - -
$320,000 - $329,999 - -
$330,000 - $339,999 - -
$340,000 - $349,999 - -
$350,000 - $359,999 - -
$360,000 - $369,999 - -
$370,000 - $379,999 1 -
Amount payable to auditors
The amount payable to our auditors was $70,000 being $52k to UHY Haines Norton and $18k to the prior
auditors EY (2023: $89,400).
Donations
The Company made $1,450 charitable donations during the year ended 31 March 2024.
Third Age Health Services Limited
Corporate directory
71
Registered office
536 Kennedy Road
Greenmeadows, Napier
New Zealand Company number
3189884
Directors
Bevan John Walsh (Chairman, Non-independent)
John Samuel Ronny Fernandes (Independent)
Wayne Geoffrey Williams (Independent)
Norah Kathleen Barlow (Independent) (resigned26 November 2023)
Steffan Crausaz (Independent) (appointed 26 November 2023)
Auditors
UHY Haines Norton
Level 9
1 York Street
Sydney
NSW 2000
Australia
Registry
Link Market Services Securities Registrar
Level 11, Deloitte Centre
80 Queen Street Auckland 1010
www.linkmarketservices.co.nz
Phone:(09) 375 5998
Email: enquiries@linkmarketservices.co.nz
Legal advisors
DLA Piper New Zealand
50-64 Customhouse Quay
Wellington 6140
New Zealand
www.dlapiper.com/en/newzealand/
Flacks and Wong Limited
Level 5, Shortland Chambers Building
70 Shortland Street
Auckland 1140
New Zealand
https://www.flackswong.co.nz/
Third Age Health Services Ltd
P O Box 303 387, North Harbour
Auckland 0751
thirdagehealth.co.nz
---
27 June 2024
Third Age Health Annual Report for the year ended 31 March 2024
Third Age Health Services Limited (NZX: TAH) is pleased to release to shareholders its annual report for the year
ended 31 March 2024 (Annual Report).
You may obtain a copy by electronic means, free of charge from our website by accessing the following link:
https://www.thirdagehealth.co.nz/financial-statements/.
Authorised for issue by:
John Fernandes
Chairman
For more information, please contact:
Geraldine Bromley, Head of Finance – Third Age Health
+64 22 127 5598
Geraldineb@thirdagehealth.co.nz
About Third Age Health
Third Age Health is the leader in providing quality health care services for older people including those living in retirement villages, private
hospitals, secure dementia units as well as in communities across New Zealand. A dedicated Third Age Health clinical team provides onsite
clinics, rostered rounds and after hours on-call healthcare services aimed at supporting the health and wellbeing of older people to
improve quality of life. As well as providing clinical services for over 65 aged care facilities throughout New Zealand, Third Age Health owns
several general practices providing primary healthcare to their local community. www.thirdagehealth.co.nz
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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