HANDLED
WITH CARE.
ANNUAL REPORT 2020
Letter from the Chair
At a Glance
Highlights
Letter from the CEO
Next Level Care
Building a Sustainable Future
Board of Directors
Three Year Summary
Financial Statements
Corporate Governance
02
06
08
10
14
20
24
26
27
89
' How we responded to this year’s
challenges is a testament to our
culture, commitment and team.
Our resilience and discipline in the
face of extreme adversity took
extraordinary effort and I am very
proud of how our team rose to
the challenge. We have, to date,
maintained a perfect record for the
emotional and physical wellbeing
of our residents and care team.
Our unwavering dedication to
providing the best possible care
throughout this time positions us
well in continuing to attract the
best talent to our organisation
and delivering sustainable
investment opportunities.'
Earl Gasparich
Chief Executive Officer
Oceania Healthcare
ADAPTING
TO EVERY
CHANGE.
Letter from the Chair
I am pleased to present Oceania Healthcare’s
Annual Report for the year ended 31 May 2020.
We were making good progress with our
growth strategy through the redevelopment
of our brownfield locations during the first
nine months of the financial year however
progress was temporarily halted in the final
quarter by the challenges of managing the
novel coronavirus pandemic (COVID-19) in
New Zealand.
02
Oceania Healthcare Limited | Annual Report 2020 As shareholders you will appreciate
that our primary focus was on protecting
and keeping our residents and staff safe
when we had to lock down our aged
care centres and retirement villages.
I am proud of the achievements of our
staff during this time and the Board
thanks them for their outstanding
efforts. It appears that the global
pandemic will be with us for some
time and we therefore must continue
to be vigilant and maintain our robust
safety standards.
Financial Performance
Audited Underlying EBITDA from
continuing operations of $63.5m for
the year ended 31 May 2020 was in line
with the prior corresponding period.
This was pleasing considering the loss
of the final quarter of retirement village
unit sales due to the Government
lockdown, which occurred in our peak
sales season, and also increased costs
that were incurred in aged care due
to COVID-19. Once restrictions were
lifted by the Government in Alert Level
Two, we experienced a strong increase
in enquiries and have taken a greater
number of applications over late May
and June than we recorded last year.
Audited Reported Net Loss after Tax of
$13.6m included an unrealised decrease
of $21.7m in the valuation of Investment
Property, predominantly driven by
changes to key valuation assumptions
made in response to COVID-19, including
lower unit price growth rates.
Operating cashflow increased 11.3% to
$99.4m as a result of the sales proceeds
from recently completed developments.
The Directors have declared a final
dividend of 1.2 cents per share, taking
full year dividends (non-imputed) to
3.5 cents per share, which represents
50% of Underlying Net Profit After
Tax. A dividend reinvestment plan
for our New Zealand and Australian
shareholders will apply to this dividend
which is payable on 17 August 2020.
This provides a cost effective and
convenient way for our shareholders
to increase their investment in Oceania
Healthcare without any brokerage fees,
by reinvesting all or part of any dividend
paid on their shares in additional Oceania
Healthcare shares instead of receiving
that distribution in cash.
' In addition to keeping
our residents safe
during the pandemic,
the general wellbeing
of our residents was
very important.'
Financial Position
Total Assets increased by 10.7% to $1.5b,
despite the lower valuation of existing
Investment Property noted above,
due to significant development capital
expenditure and new aged care centres
completed at Awatere (Hamilton) and
Green Gables (Nelson). These two aged
care centres together comprise 151 new
care suites and added $21.9m to our
assets this year.
We were in the final stages of preparing
for a domestic retail bond issue to both
repay debt and fund future growth
before COVID-19 caused significant
volatility in global financial markets.
We paused the process at that time
and intend to recommence when
volatility subsides.
As at 31 May 2020, Oceania Healthcare
had current drawn debt of $326.7m and
$17.6m of cash, representing $110.9m
of undrawn net debt headroom. This
includes an additional debt facility of
$70m. This was put in place with our
existing bank lenders in early April for a
period of 18 months to provide additional
headroom given uncertainties in the
near term economic outlook which
may impact on the timing of retirement
village unit sales.
COVID-19 Impact and Response
We are pleased to report that to date,
we have not had to manage an outbreak
of COVID-19 at any of our aged care
centres or retirement villages and
none of our residents or staff have
contracted COVID-19.
We were well prepared to manage an
outbreak of COVID-19 at our aged care
centres. Our staff are highly trained
professionals and are experienced in
infection control as this is a standard
operating procedure for any aged care
centre. We activated our pandemic plan
and response team at the beginning of
March and implemented steps to reduce
the risk of COVID-19 entering any one
of our aged care centres or retirement
villages. These controls included
restricting visitor access and taking
declarations from anyone entering a
site, monitoring all staff travel and leave,
refreshing infection control training and
daily communications to all staff.
03
In addition to keeping our residents
safe during the pandemic, the general
wellbeing of our residents was very
important. We were conscious our
residents faced a long period of isolation
as they were unable to leave their aged
care centres and retirement villages,
nor have family and friends come to visit.
In response, our staff stepped up their
innovation and arranged for residents to
communicate with their families using
video conferencing and organised extra
activities at our aged care centres and
retirement villages for residents to enjoy.
Every one of our 1,200 retirement village
residents was given the opportunity to
receive a 'daily wellbeing call' from one
of our staff – a tremendous undertaking
- and this practice continued right
through to the end of May. We received
a lot of positive feedback from residents
and their families regarding the way
in which we managed our aged care
centres and retirement villages during
the Government’s Alert Levels.
As well as focusing on keeping our staff
safe, we worked hard to maintain staffing
levels throughout Alert Levels Three
and Four and ensured that staff were
well supported in their roles. We paid an
additional $2/hour to all site operational
staff for hours worked from 26 March
to 22 April 2020 and a 2% bonus to all
site-based salaried staff in recognition
of the additional work undertaken, in
sometimes difficult conditions, during
Alert Level Four.
Support Office staff, where possible,
were repurposed into other roles to
support our frontline staff during the
lockdown period. Some took on roles
as babysitters, looking after children
to enable our aged care centre staff to
continue caring for our residents. Others
supported some of our larger retirement
villages by distributing food deliveries
from the gate to residents or making
daily wellbeing calls to residents.
' The aged care
business continued
to trade strongly
throughout the
Government’s
Alert Levels.'
The aged care business continued
to trade strongly throughout the
Government’s Alert Levels as a needs-
based essential service. We continued
to accept admissions throughout this
period under the guidance of the
Ministry of Health and occupancy
remained stable.
Additional Government funding of $1.8m
was received in late May which partially
offset the increased costs to manage
the COVID-19 risk. Regular fortnightly
funding of the daily care fee continued
to be received from the Government,
as well as additional resident-funded
charges and these provided a strong
cashflow throughout.
We accessed the New Zealand
Government’s wage subsidy for a
small proportion of our staff who are
employed in the retirement village sales
and property development teams. We
did not consider it appropriate to claim
for our staff working in the aged care
business, who were essential workers
and not at risk of losing employment.
A total of $1.8m was received.
In our retirement village business,
although we had taken a good level of
sales applications in the weeks leading
up to Alert Level Four, Government
restrictions meant that we were unable
to show prospective residents through
our villages or complete sales during
Alert Levels Three and Four, so we
were unable to recognise unit sales
throughout this period. Furthermore,
residents who had entered into
applications before the lockdown period
were unable to sell their homes and
settle the purchase of the occupation
right agreement. These restrictions
adversely affected our financial
results for the year ended 31 May 2020
however such applications are now
being completed.
Build rate was slowed in mid-March
2020 and contract measures used to
decelerate larger construction projects
in progress at Lady Allum and Eden
(Auckland), The BayView (Tauranga),
Awatere (Hamilton) and The Bellevue
(Christchurch). Our ability to lower
the monthly investment in our build
programme and effectively match this
with future sales of retirement village
units means we can prudently manage
cashflow and risk.
04
Oceania Healthcare Limited | Annual Report 2020 As we came out of full lockdown in late
April 2020, most construction projects
recommenced and, of the projects
originally planned to be completed in the
year ended 31 May 2020, only our Green
Gables (Nelson) redevelopment was not
completed. Therefore, our annual build
rate for the year ended 31 May 2020
was 176 retirement village units and
care suites compared to 265 originally
scheduled. Green Gables (Nelson) will
be completed in late September 2020
and our first stage of redevelopment at
The Bellevue (Christchurch) and second
stage at The BayView (Tauranga) will
be completed in the second half of the
next financial year. We expect our build
rate for the next financial year to be 217
retirement village units and care suites.
We provided shareholders with regular
market updates during this time.
Governance and Board Composition
On 3 February 2020, Oceania Healthcare
Holdings Limited, a company owned
indirectly by three institutional funds
managed by specialist management
companies within the Macquarie
Infrastructure and Real Assets (MIRA)
division of Macquarie Group Limited,
sold its entire 40.94% stake in Oceania
Healthcare Limited. This sale marked
the end of MIRA’s involvement with
Oceania Healthcare which started
in 2005. Following the sale, Hugh
FitzSimons resigned as a Director of
Oceania Healthcare Limited. Hugh had
been a Director since 2012 and made
a significant contribution and was
heavily involved in Oceania Healthcare’s
transition to a publicly listed company.
The Board thanks Mr FitzSimons for his
service over many years.
Patrick McCawe has remained as a
non-executive independent Director
and was appointed as a member of
the Audit Committee. Mr McCawe
brings a range of key skills to the
Board, including broad experience
with equity and debt markets, capital
structuring and investment analysis.
The Board determined not to replace Mr
FitzSimons given that there were no skill
gaps amongst the remaining Directors
and to reduce governance costs. The
Board considers it has a diverse range
of relevant skills including corporate
governance, finance, risk management,
property development, health and safety
and clinical expertise.
Earlier this year, Directors visited many
of our sites around New Zealand either
as a Board or individually. We valued
the opportunity to meet with staff and
observe the culture and day-to-day
operations at our retirement villages and
aged care centres. Directors also had the
pleasure of meeting with some of our
residents during the last calendar year
at Hutt Gables (Upper Hutt), The Sands
and Eden (Auckland) to discuss their
experiences. We heard of how much our
residents enjoy living in our villages and
we welcomed their feedback which has
been incorporated into our continuous
improvement processes. We are looking
forward to resuming these visits once
safe to do so.
During the year, we have made progress
on our integrated reporting journey.
Immediately prior to the lockdown,
management met with a number
of our stakeholders to discuss what
they consider are the most material
matters affecting our business in order
to prepare a materiality matrix which
appears on page 23 of this report.
We also measured our carbon footprint
for the first time and used EKOS to
independently audit this calculation.
We will now develop our carbon
reduction strategy and report progress
against this going forward.
Appreciation of your Support
On behalf of the Board, I would like
to thank you for your support during
the year.
Looking ahead, the effects of COVID-19
and the resulting economic downturn
create uncertainty over the medium
term in New Zealand. However, with
New Zealand’s population continuing
to age and hence an increasing
demand for access to residential
care, we consider Oceania Healthcare
will continue be resilient and grow
irrespective of the current pandemic.
We are committed to creating a superior
portfolio of fully integrated retirement
villages and aged care centres around
New Zealand and delivering the highest
levels of quality care and service to
our residents.
Yours sincerely,
Elizabeth Coutts
Chair
Oceania Healthcare
05
AT A
GLANCE.
Oceania Healthcare is a leading provider of
premium healthcare services in New Zealand.
We have successfully navigated our way through
the COVID-19 pandemic to date with no positive
cases reported for any of our staff or residents.
We are dedicated to delivering exceptional
and innovative hospitality services that delight
our residents and lead the sector.
We have a substantial development pipeline
and sufficient land to build 1,851 new residences
with 86% of these already consented.
06
Oceania Healthcare Limited | Annual Report 2020 AS AT 31 MAY 2020
Staff
Residents
2,800
3,600
Care beds and care suites
Units
2,561
1,285
Existing sites
with mature
operations
26
Existing sites
with brownfield
developments
(current and planned)
18
Undeveloped
sites
2
Total sites
46
07
HIGHLIGHTS
FINANCIAL
Underlying Earnings Before Interest,
Tax, Depreciation and Amortisation –
continuing operations1
Total Assets
$63.5m
0.5%
Behind 31 May 2019 underlying
earnings before interest, tax,
depreciation and amortisation-
continuing operations of $63.8m
$1.5b
10.7%
Higher than
31 May 2019
total assets
of $1.4b
Reported Total
Comprehensive Income
$9.9m
90.0%
Behind 31 May
2019 reported total
comprehensive
income of $99.8m
Operating Cash Flow
$99.4m
11.3%
Ahead of
31 May 2019
operating cash
flow of $89.3m
1 Underlying earnings before interest, tax, depreciation and amortisation – continuing operations contains a
proforma adjustment of $0.4m to FY2019 to exclude the earnings from sites divested in FY2019.
08
Oceania Healthcare Limited | Annual Report 2020 OPERATIONAL
New Units
75
Resale Units
New Care Suites
Resale Care Suites
59
114
107
FOR THE 12 MONTHS TO 31 MAY 2020
Total Sales
355
14.5%
Ahead of total
sales for the
12 months to
31 May 2019
DEVELOPMENTS
Units + Care Suites
Units + Care Suites
Units + Care Suites
Units + Care Suites
603
CONSENTS SECURED
481
UNDER CONSTRUCTION
176
COMPLETED
Resource consents
received during FY2020 for:
– Waimarie Street
(76 apartments, 32 care
suites in Auckland)
– Elmwood (229 apartments,
100 care suites in Auckland)
– Other (42 apartments,
124 cares suites)
481 units and care suites
under construction as at
31 May 2020:
– Awatere (Hamilton)
– Green Gables (Nelson)
– The BayView (Tauranga)
– Lady Allum (Auckland)
– The Bellevue (Christchurch)
– Eden (Auckland)
176 units and care suites
completed in FY2020 at:
– Awatere (Hamilton)
– Elderslea (Upper Hutt)
– Whitianga
– Meadowbank (Auckland)
– Gracelands (Hastings)
– Woodlands (Motueka)
217
TO COMPLETE IN FY2021
217 units and care suites
to complete by the end of
FY2021 at:
– The BayView (Tauranga)
– Green Gables (Nelson)
– The Bellevue (Christchurch)
09
A
RESILIENT
BUSINESS.
Letter from the CEO
It is very satisfying to have successfully
navigated our way through the COVID-19
pandemic to date, in large part due to
the huge efforts and dedication of our
team across the country. We are delighted
that no residents or staff at any Oceania
Healthcare aged care centre or retirement
village have contracted COVID-19 and it
has also been particularly pleasing to see
our care business perform well throughout
this period.
Aged care is a great business to be in
during these uncertain times and our
growth strategy in aged care, through
the redevelopment of our portfolio into
superior care suite accommodation, has
not changed.
10
Oceania Healthcare Limited | Annual Report 2020 Aged care centres and retirement
villages were a wonderful place for
elderly people to live during Alert Levels
Three and Four as residents were very
well looked after. Our team came up with
many innovative ways to keep activities
going and to provide service and
attention to our residents. For example,
our team at Meadowbank in Auckland
coordinated morning exercise classes
from the courtyard with loudhailers and
music while our residents participated
enthusiastically from each of their
apartment balconies. Teams around the
country made daily wellbeing calls to
each of our retirement village residents
to check how they were getting on.
Computer devices that were rolled out
for our new clinical system at aged
care centres were repurposed to also
provide video conferencing capability
between residents and their families.
These initiatives have contributed
towards an enhanced attractiveness of
village life generally and went a long
way towards overcoming social isolation
and loneliness that other elderly people
living in the community may otherwise
have experienced.
Care
Our aged care business has proven
resilient despite the restrictions of Alert
Levels Three and Four. As an essential
business, our aged care centres
continued to operate throughout the
Government Alert Levels, with new
admissions taken and stable occupancy
levels recorded during this period. We
maintained a strong cashflow position as
we continued to receive payment from
the Government for subsidised residents
every fortnight and we completed sales
of care suites during this time.
We have often referred to our aged
care business as being a needs-based
product, in that residents and their
families make a decision to move into
an aged care centre or buy a care suite
when the resident “needs” rest home
or hospital level care. Our aged care
business is very different from the
retirement village sector in this regard,
as prospective residents and their
families are not making a decision to buy
a care suite for lifestyle reasons or with
regard to economic cycles or what the
housing market may be doing. Instead,
they are making the decision based on
the immediate care requirements of
the prospective resident. Furthermore,
residents who need residential care
services, and their families, recognise
that when residents are in our aged care
centres, they receive 24/7 care provided
by trained healthcare professionals,
regular primary care assessments, and
have general wellbeing well in excess
of what they would otherwise have in
the community. The challenges of the
past few months have demonstrated the
strengths of our aged care strategy and
these features will assist to reduce the
impact of any economic uncertainty in
the coming months.
We embarked upon the redevelopment
of our aged care sites following the IPO
in 2017, with substantial brownfields
development projects at Meadowbank
(Auckland) Stages Three and Four,
The BayView (Tauranga), The Sands
(Auckland) and Awatere (Hamilton)
already complete and 279 care suites
delivered to the market from these
projects. When we undertake a
redevelopment of a brownfields site,
we incur a medium term reduction in
earnings from that site as the old aged
care centre is decommissioned and
beds are closed. Once the development
is complete, we generate up front
development margins from the first time
sales of apartments and care suites,
while also creating strong trail income
through the deferred management fees
on occupation right agreements over
apartments and care suites and also
the new aged care earnings from new
care suites. With five new aged care
centres opening in the last 28 months,
this redevelopment work has had a
significant impact on our aged care
earnings over the last few years as there
are substantial start up costs incurred
in the first few months of operating
an aged care centre. These new aged
care centres are now starting to mature
in their operations and their beds are
generating significantly higher returns
than the older beds that they replaced.
Aged care occupancy was 93.7% over
the year ended 31 May 2020, compared
to 93.2% last year. Based on this, our
aged care earnings are accordingly now
at a point of inflection and will grow as
our strategy is further implemented over
the coming years.
Retirement Villages
We had achieved a good level of
sales at our retirement villages in the
months prior to the Alert Level Four
announcement being made, and were
on track to meet sales expectations for
FY2020 after strong sales in the first
half of the year. When New Zealand
entered Alert Level Four on 26 March
2020, we had many retirement village
unit applications in place that were
expected to settle prior to the end of
FY2020, but the restrictions of Alert
Levels Three and Four meant that
many of these could not settle during
11
that period. We maintained contact
with all of the potential residents who
had submitted applications and their
solicitors during the lockdown period
and settled many of the unconditional
applications before the end of May.
Some of the applications that we
received prior to Alert Level Four were
conditional on the incoming resident
settling the sale of their residential
property. As a consequence of delays in
the sale of some of these properties, this
has meant that settlement of some of
our retirement village units has also been
delayed. However, we are now being
advised of confirmed settlement dates
over the next few months for many of
these residents and they are now looking
forward to moving into their new homes.
During Alert Levels Three and Four we
were also unable to show prospective
residents through our villages or take
new applications for retirement village
units. With the lifting of restrictions in
Alert Level Two, we saw an increase
in enquiries and are now taking
applications on units at key sites, which
is an encouraging start to FY2021.
We have also been told by incoming
residents who had been considering a
move to a retirement village prior to the
lockdown restrictions being introduced
that, as a result of the lockdown period,
they now realise the tangible benefits of
living in a retirement village community
of like-minded people. They can
appreciate the security and peace of
mind that retirement village life brings
and are now looking forward to making
the move to an Oceania Healthcare
village in their neighbourhood.
In addition to available retirement village
units at our new developments, resale
stock levels have been building over
recent months due to the inability to
refurbish or sell retirement village units,
so there are more resale units available
at the beginning of FY2021 than in
previous years.
Our People
Oceania Healthcare is very much a
people business. Our dedicated team
have a huge level of commitment to their
roles and a real passion for doing a good
job in delivering the highest level of care
to our residents.
We recognised our registered nurses
on International Nurses Day on 12
May 2020 with the launch of 'In Their
Shoes', a celebration of our dedicated
and clinically skilled nurses who work
at the forefront of New Zealand’s
aged care sector. The theme for the
2020 International Nurses Day was
'Nursing the World to Health', which
was particularly relevant in the current
environment as the world is navigating
the challenges of the COVID-19 crisis.
'In Their Shoes' acknowledges not just
the kindness and compassion that our
nurses bring to work every day, but
also their knowledge, commitment and
professionalism. To mark International
Nurses Day, each of our registered
nurses were given a pair of bespoke
Allbirds shoes to thank them for all of
their hard work, not just over the recent
COVID-19 lockdown period, but every
day when they are at work delivering
exceptional care to our residents.
We made two new senior appointments
during the year. Dr Frances Hughes
CNZM joined Oceania Healthcare as
General Manager Nursing and Clinical
Strategy in October 2019 and led a
Clinical Governance Review earlier this
year. Dr Hughes was at the forefront of
Oceania Healthcare’s clinical response
during Alert Levels Two, Three and Four,
with excellent leadership and emergency
management over staffing protocols,
PPE supply and usage, and heightened
infection control. She chaired the
New Zealand Aged Care Association’s
Nursing Leadership Group, was involved
in the Director-General’s review of the
aged care sector’s preparedness for
a COVID-19 outbreak and she was a
panel member on the Ministry of Health
Independent Review of COVID-19
Clusters in Aged Residential
Care Centres.
Brent Pattison was appointed as Chief
Financial Officer in January 2020.
A qualified chartered accountant,
Brent has over a decade of experience
in investment banking, leading mergers
and acquisitions, takeovers and capital
market transactions. Since joining
Oceania Healthcare, Brent has been
heavily involved in preparing the aged
care industry’s funding claim from
the Government for additional costs
incurred by the industry as a result
of COVID-19.
' Oceania Healthcare
is very much a
people business.'
We have continued to invest in learning
and development over the last year
and this will be further enhanced once
the recommendations of the Clinical
Governance Review are implemented
over the year ahead. We are excited
about defining and offering a clear
clinical pathway for our staff, as well
as increasing support of post-graduate
education and training of registered
nurses.
We have also entered into a
Memorandum of Understanding with
the University of Auckland to develop
a partnership that will identify research
opportunities in aged care and enable
Oceania Healthcare to create a national
centre for aged care research, practice
and innovation. We are looking forward
to collaborating with the University of
Auckland to further develop initiatives
in the aged care sector.
12
Oceania Healthcare Limited | Annual Report 2020 One of the positive outcomes from the
COVID-19 crisis is that there is now an
increased awareness of aged residential
care as an integral part of the public
health system in New Zealand. Our
team remained in close contact with
the Ministry of Health during Alert
Levels Two, Three and Four and has
done an outstanding job of raising
the profile of aged care within the
health system generally, as well as the
special role of aged care nurses. We
are confident that the aged care sector
will have the opportunity to secure
greater levels of funding for the sector
generally in years to come as well as
benefitting from operating in a more
balanced regulatory environment for
self-assessment and admissions.
Our employee share scheme achieved
a 70% uptake last year and will be
offered to all permanent employees
again in August this year, giving staff an
opportunity to own a stake in Oceania
Healthcare and share in our growth.
The scheme provides staff with an
allocation of $800 per annum (for full-
time employees) or $400 per annum
(for part-time employees) of Oceania
Healthcare shares.
Developments
A key feature of our growth strategy
has been the construction of our
brownfields development pipeline. Prior
to Alert Level Four, we were on track to
complete 265 units in FY2020. In the
first half of FY2020 we completed 90
new care suites at Awatere (Hamilton)
and 10 villas at Whitianga. In the second
half of FY2020 we completed 26 new
apartments at Meadowbank (Auckland)
and 12 villas at Elderslea (Upper Hutt)
before the lockdown restrictions
were imposed.
Coming out of Alert Level Four, we have
cautiously commenced construction
at our development sites and we have
phased our developments to ensure
that the cash outflows for construction
projects are matched with cash inflows
from the settlement of sales applications.
We intend to increase our spend on
development projects in the coming year
as confidence in sales returns.
The development of 32 villas at
Gracelands (Hastings) and six villas and
a new community centre at Woodlands
(Motueka) were both completed prior
to 31 May 2020 and these two projects
brought the total build rate for FY2020
up to 176 retirement village units and
care suites. There has been a slight
delay with the construction of 28
apartments and 61 care suites at Green
Gables (Nelson) as a result of the Alert
Level Three and Four restrictions on
construction, so this is now scheduled to
be completed in September 2020.
We have also recommenced
construction of our developments
at Eden (Auckland), The BayView
Stage Two (Tauranga), The Bellevue
(Christchurch) and Awatere Stage Two
(Hamilton). The construction of 22
apartments and 71 care suites at The
Bellevue (Christchurch) is expected to
be complete during FY2021 along with
Stage Two at The BayView (Tauranga)
and Green Gables (Nelson), bringing
our forecast FY2021 build rate up to 217
retirement village units and care suites.
Outlook
With the restrictions of Alert Levels Two,
Three and Four behind us, we are now
looking ahead to the next year with the
satisfaction of successfully navigating
our residents and staff through a period
of extreme risk to their lives. Although
there is uncertainty and rapid change in
the world at present, we have taken the
opportunity to consider the longer term
goals and objectives that are necessary
to ensure that Oceania Healthcare is
a sustainable business going forward.
Our weighting towards aged care and
success of our strategy in care suites
has positioned the company well in
terms of both strength to withstand
the immediate crisis as well as growth
for the future. Our response to the
COVID-19 pandemic provided valuable
experience and prepared us well for
any future outbreak, both in terms of
clinical procedures including use of PPE
and infection control training, as well as
operational processes including control
over visitor movements and tracing of
our own staff.
Over the final quarter of the financial
year we made a number of prudent
decisions to lower overhead costs, claim
additional Government funding and
wage subsidies, adjust our build rate,
extend our bank facilities and implement
the necessary freezes on remuneration
in order to provide us with sufficient
flexibility to prudently manage our way
through any immediate uncertainties
that the next year may bring. Finally, our
shareholders should know that, whatever
economic challenges may lay ahead for
New Zealand, our population continues
to age and the demand for aged care
and retirement village living continues
unabated. We are therefore confident
about the future of Oceania Healthcare’s
business and look forward to continuing
to deliver products and services which
exceed our residents’ expectations in the
year ahead.
Earl Gasparich
Chief Executive Officer
Oceania Healthcare
13
NEXT
LEVEL
CARE.
14
Oceania Healthcare Limited | Annual Report 2020 At 1pm on 23 March 2020 our Prime Minister
announced that due to the COVID-19
pandemic, New Zealand would be moving
into full lockdown. This was an unprecedented
event that required unprecedented action.
Our Emergency Management Team
immediately enacted the Risk Management
Phase of our best-practice Pandemic
Emergency Plan throughout our 46 villages
and aged care centres nationwide.
Doors were locked to all visitors, PPE stocks
were counted daily and our clinical team
liaised regularly with the Ministry of Health to
lead the aged care sector response. Every day
was a new challenge but with the support of
our residents, their families and friends and our
staff, we kept the virus out and ensured the
safety of everyone.
We rallied around our residents – both
village and care - to support their physical
and emotional needs. This included grocery
shopping, daily wellbeing calls, setting up
video chats with family and friends plus
providing additional activities to keep them
busy and well.
Through this time everyone in the Oceania
Healthcare community demonstrated
incredible kindness, strength and resilience.
And here are some of our stories.
PRE
LOCKDOWN
LEVEL
4
LOCKDOWN
LEVEL
3
LEVEL
2
> COVID-19 Pandemic plan
> Doors locked to all villages
> Independent residents’
circulated
and aged care centres
> Visitor restrictions and
declarations put in place
> Self-isolation required for
symptomatic and high risk
residents
> Restricted travel requirements
put in place for staff
> All staff annual leave put
on hold
> Vulnerable staff identified
and managed
> Real-time online Q&A
portal built
> Only urgent visitation allowed
> Isolation for all admissions
to aged care
> All community centres closed
> Staff unable to work across
DHBs/other sites
bubbles extended to include
family who they were able to
visit outside of the village
> Community centres opened to
those who stayed within the
village, and were supervised
at all times
> Supervised sales
> Draft workforce contingency
appointments resumed
> Contractors allowed to enter
with site specific safety plans
in place
plan circulated
> Childcare organised for staff
> Daily wellbeing calls made to
every independent resident
> Family/friends skype calls
facilitated for aged care
residents
> Security put on village gates
> Online visitor booking
system implemented
> Care residents able to
have supervised visits
by appointment
> Community centres
fully opened
> Hairdressers, beauticians
and other personal service
providers able to visit the
villages
15
' Everyone went
above and beyond.'
No one complained about having to
step up and fill the gaps, they all just
got stuck in. Everyone went above and
beyond.
The feedback we had from the residents
was that they felt safe and well cared
for. The highlight was when we came
out the other side unscathed, and could
finally open the doors again. It was so
rewarding when the first visitors were
able to come back in, seeing their smiles
and the utter joy on their faces – made it
all worthwhile.”
CATHERINE LARSEN
BUSINESS, CARE AND VILLAGE
MANAGER, EDEN VILLAGE
“ Everyone was quite frightened at first.
The main question from families was
around how our staff were keeping
safe - and the staff were worried about
coming to work and going home to
their families. But knowledge provides
understanding and security and we had
fantastic communication from the team
at Support Office. We were provided
daily updates about Ministry of Health’s
directives and the policies and protocols
at every Alert Stage.
As a team we made a collective
agreement from the beginning that we
would support each other to manage
the increase in workload with our
existing staff members. We had 100%
attendance. We met twice a day every
day and discussed what we were doing
for the next 24 hours, flexing across
roles to create one big seamless team.
Some HCAs did activities or worked in
the kitchen. I was a kitchen hand one
day and in reception the next.
16
Oceania Healthcare Limited | Annual Report 2020 ' We had Bob help us
with the shopping,
he was a Godsend.'
ANN SMITH
VILLAGE RESIDENT,
MEADOWBANK
“ When lockdown was announced I felt
very happy to be right here because
I knew we’d be well looked after. I
can’t speak of the staff highly enough.
Everyone has been marvellous, so willing
to help and respectful. It’s like we’ve
known them for years. We had Bob help
us with shopping, he was a Godsend,
and we were provided with exercise
classes from our balconies which was
good fun. We had cups of tea by our
doors and talked to each other down
the passage, which I thought was a
good idea.
The staff checked on us all the time and
rang us every day to make sure we were
doing well. From the folk at the top of
Oceania Healthcare, right through to
the rest of the team - they’ve all been
brilliant. My friends in other villages said
the staff did their best, but here they did
more than their best. My daughter had to
work from home and found it frustrating
she couldn’t visit me, and I couldn’t visit
her, but you can’t have your cake and
eat it too. We’ve all achieved something
together and that’s what’s important."
17
ALAN JERMAINE
BROTHER OF A RESIDENT,
GREENVALLEY
“ When it first happened we had very
good information from Greenvalley
regarding the visiting situation. When
I am separated from my sister for any
length of time she always says she wants
to go home. With her dementia she isn’t
able to articulate that she misses me and
sidesteps it by talking about going back
to her house, which was sold years ago.
When I was finally able to visit Dawn she
was really good and didn’t talk about
going back to her house. I put that down
to the fact she was kept busy and didn’t
have time to dwell on things.
I was very impressed with all the
measures that Greenvalley were taking
to keep everyone safe. We’d get updates
each time we moved a level, and the
system for visiting in Level Two was
marvellous and ensured everyone was
well protected. We had our temperatures
taken, used anti-bacterial hand gel,
signed the visitor’s declaration, and then
we were escorted to the room - careful
to practice social distancing. Dawn
would be singing as she was brought
in to see me. That’s how I can tell she’s
happy, she loves to sing.”
' The system for
visiting in Level Two
was marvellous and
ensured everyone
was well protected.'
18
Oceania Healthcare Limited | Annual Report 2020 CLARICE ANDERSON
CARE RESIDENT, WOBURN
“ I don’t think anyone likes being shut
in. My guide dog Shaz and I had only
been here for a few months before
lockdown and I have been most
impressed with how things have
been handled. The staff seemed to
understand how residents felt just by
looking at them. If people seemed
unhappy with the social restrictions the
staff would work hard to lift our spirits
by organising something fun to do in the
lounge – it was amazing. We were able
to have some music and sing-a-longs
and I played the piano. I have only praise
for all the staff here and the whole
situation must’ve been really hard on
them too. We always felt safe, warm
and really well cared for. There have
been some wonderful things to have
come out of this challenging situation
such as families spending more time
together and neighbours getting to
know each other better. It’s been a
learning experience and the staff
definitely deserve commendation.”
' The staff would
work hard to lift
our spirits.'
19
BUILDING A
SUSTAINABLE
FUTURE.
We recognise that value for Oceania Healthcare
extends well beyond purely financial performance
and it includes other dimensions such as our social
and environmental performance, that are important
to us and our stakeholders.
During FY2020, we made a strong commitment to
building a sustainable future with the development
of our first Sustainability Framework. This framework
establishes goals and identifies measures to report
people, planet and prosperity achievements as we
move toward our vision of being the most sustainable
aged care provider in New Zealand.
20
Oceania Healthcare Limited | Annual Report 2020 SUSTAINABILITY FRAMEWORK
OUR PURPOSE We enhance the wellbeing of our residents and provide peace of mind to their families
OUR VALUES Kindness, respect, excellence, passion
OUR SUSTAINABILITY ASPIRATION To be the most sustainable aged care provider in New Zealand
PEOPLE
PLANET
PROSPERITY
OUR GOALS
OUR GOALS
OUR GOALS
We delight our residents and
staff by caring for them and
making a difference to their
happiness everyday
Through better use of our
resources we will substantially
reduce our environmental impact
enabling carbon neutrality by 2030
Integrated thinking will be
embedded in our strategy, decision
making, long term planning and
reporting by 2022
OUR MEASURES
OUR MEASURES
Employee wellness
engagement, resident
engagement, health and safety
Waste to landfill, energy efficiency,
greenhouse gas emissions
OUR MEASURES
Financial returns and
shareholder value growth
OUR VALUE OUTCOMES
Residents love
living in our
communities
We are passionate about
the wellbeing of our staff,
residents and their families
We delight our residents
with the hospitality inspired
customer led service
We lead the
way in how
we do things
Our people
Our expertise
Our villages
Our relationships
Our financial capital
Our natural capital
OUR DRIVERS
21
DEFINING OUR
SUSTAINABILITY MATRIX
In developing our Sustainability Framework, we
conducted a deep-dive into what matters most to our key
stakeholders – our residents and their families, our staff,
our local communities, our suppliers, industry bodies and
the government. These were plotted alongside the topics
that have the biggest impact on Oceania Healthcare's
business to form our Sustainability Matrix.
The findings from this matrix form the pillars of our
Sustainability Framework and key KPIs for success.
22
Oceania Healthcare Limited | Annual Report 2020 SUSTAINABILITY MATRIX
E
C
N
A
T
R
O
P
M
I
R
E
D
L
O
H
E
K
A
T
S
17
29
30
21
28
12
11
20
27
19
13
9
18
6
1
7
3
16
15
8
5
2
25
10
14
4
22
24
23
26
BUSINESS IMPACT
PEOPLE
1
2
3
4
5
6
7
8
9
10
Model of care
Building design
Clinical excellence
Innovation
Person centred approach
Diversity and inclusion
Health and Safety
Staff attraction and retention
Community connection
Development expertise
PLANET
11
12
Waste management
Energy efficiency
PROSPERITY
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Industry partnerships
Residential house prices
Market capacity and funding
Changes to Government regulation
Residential care affordability
Transparency about costs/entitlements
Resource consents
Maintenance
Maintaining development pipeline
Transformation process for premium
Development margins
Service line ratios and profitability
Village sales
Occupancy rates
Governance and ownership
Debt gearing and funding sources
Technology
Cyber security
23
BOARD OF DIRECTORS
'WE MET EVERY
WEEK DURING
LOCKDOWN.'
24
Oceania Healthcare Limited | Annual Report 2020 Oceania Healthcare has an experienced Board
with a diverse skill set. The Board comprises an
independent Chair and five independent Directors.
The Board worked closely with the Emergency
Management Team (EMT), through the COVID-19
Alert Levels. Each week the Directors joined a video
call to advise and support the EMT. This highly
collaborative approach enabled Oceania Healthcare
to successfully manage this challenging pandemic.
From left to right
ALAN ISAAC
Independent Director
DAME KERRY PRENDERGAST
Independent Director
ELIZABETH COUTTS
Chair and Independent Director
CNZM, BCA, FCA
DNZM, CNZM, MBA (VUW), NZRN, NZM
ONZM, BMS, FCA
PATRICK MCCAWE
Independent Director
SALLY EVANS
Independent Director
GREGORY TOMLINSON
Independent Director
BCA (Hons), MBA, CA
BHSc, MSc, FAICD, GAIST
AME
25
Three Year Summary
For the Year Ended 31 May 2020
Financial Metrics
$NZm
Underlying net profit after tax1
Underlying net profit after tax2 – continuing operations
Underlying EBITDA1
Underlying EBITDA2 – continuing operations
(Loss) / Profit for the year
Total comprehensive income
Total assets
Operating cashflow
Operating Metrics
Units
Care Suites
Care Beds
Total
New Sales
Resales
Total
Occupancy3
May 2020
May 2019
May 2018
42.9
42.9
63.5
63.5
(13.6)
9.9
1,548.7
99.4
51.2
50.7
64.3
63.8
45.4
99.8
52.2
50.8
63.8
61.9
77.0
81.7
1,399.4
89.3
1,147.2
82.2
May 2020
May 2019
May 2018
1,285
679
1,882
3,846
189
166
355
93.7%
1,202
542
2,112
3,856
133
177
310
93.2%
1,102
340
2,540
3,982
100
180
280
90.4%
1 This is a non-GAAP measure, refer to note 2.1 in the consolidated financial statements for further details.
2 Underlying Net Profit After Tax – continuing operations and Underlying EBITDA – continuing operations contain pro forma
adjustments that exclude earnings from sites divested in the first half of FY2019.
3 Average annual occupancy in relation to sites not under development or conversion and excluding leasehold sites.
26
Oceania Healthcare Limited | Annual Report 2020 Consolidated
Financial
Statements
For the year ended 31 May 2020
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Cash Flow Statement
Notes to the Consolidated Financial Statements
Independent Auditor's Report
28
29
30
31
33
83
2727
Consolidated Statement of Comprehensive Income
For the year ended 31 May 2020
$NZ000’s
Revenue
Change in fair value of investment property
Change in fair value of right of use investment property1
Other income
Total income
Employee benefits and other staff costs
Depreciation (buildings)
Depreciation and amortisation
(chattels, leasehold improvements and software)
Impairment of property, plant and equipment
Rental expenditure in relation to right of use investment property1
Impairment of goodwill
Finance costs
Other expenses
Total expenses
Notes
2.2
3.1
3.4
2.3
2.4
2.4, 3.2, 3.4, 5.2
2.4, 3.2, 3.4, 5.2
2.4, 3.2
2.4, 3.4
2.4, 5.2
2.4
2.4
May 2020
193,646
(21,724)
17,086
2,743
May 2019
186,977
46,604
-
2,377
191,751
235,958
128,100
9,266
5,226
916
19,236
491
6,284
50,540
220,059
119,786
5,797
3,747
6,982
-
8,149
3,640
56,062
204,163
(Loss) / Profit before income tax
(28,308)
31,795
Income tax benefit
(Loss) / Profit for the year
Other comprehensive income
5.1
14,666
(13,642)
13,576
45,371
Items that will not be subsequently reclassified to profit or loss
Gain on revaluation of property, plant and equipment for the year,
net of tax
Gain on revaluation of right of use assets for the year, net of tax
Items that may be subsequently reclassified to profit or loss
Loss on cash flow hedges, net of tax
3.2, 5.1
3.4, 5.1
29,223
51
29,274
56,103
-
56,103
(5,689)
(1,723)
Other comprehensive income for the year, net of tax
23,585
54,380
Total comprehensive income for the year attributable to
shareholders of the parent
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
9,943
99,751
4.2
4.2
(2.2)
(2.2)
7.5
7.5
1 This relates to the right of use asset, Everil Orr and is primarily driven by the initial sale of Occupation Right Agreements. In the
comparative year the revaluation and transactions in relation to this lease were included within investment property. The change in fair
value of investment property for the year to 31 May 2019 included an uplift of $0.2m and other expenses included a rental expense of
$6.2m in relation to this lease. This change of classification has arisen on adoption of NZ IFRS 16 Leases.
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
28
Oceania Healthcare Limited | Annual Report 2020 Consolidated Balance Sheet
As at 31 May 2020
$NZ000’s
Assets
Cash and cash equivalents
Trade and other receivables
Investment property
Property, plant and equipment
Right of use assets
Intangible assets
Total assets
Liabilities
Trade and other payables
Derivative financial instruments
Deferred management fee
Refundable occupation right agreements
Right of use liabilities
Borrowings
Deferred tax liabilities
Total liabilities
Net assets
Equity
Contributed equity
Retained deficit
Reserves
Total equity
Notes
May 2020
May 2019
5.3
3.1
3.2
3.4
5.2
5.4
5.6
3.3
3.3
3.4
4.4
5.1
4.1
17,624
41,630
947,800
489,990
40,822
10,830
22,762
43,541
881,674
442,709
-
8,668
1,548,696
1,399,354
34,831
10,484
34,344
535,370
13,001
325,454
-
953,484
38,565
2,443
27,002
436,481
-
270,159
14,825
789,475
595,212
609,879
588,389
(155,907)
162,730
595,212
580,794
(110,060)
139,145
609,879
The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.
29
Consolidated Statement of Changes in Equity
For the year ended 31 May 2020
$NZ000’s
Notes
Contributed
equity
Retained
deficit
Asset
revaluation
reserve
Cash flow
hedge
reserve
Total equity
Balance as at 31 May 2018
579,498
(127,899)
85,601
(103)
537,097
-
45,371
-
-
45,371
Profit for the year
Other comprehensive income
Revaluation of cash flow hedge
net of tax
Revaluation of assets net of tax
Total comprehensive income
Transfer of cash flow hedge reserve
on maturity of interest rate swaps
Transfer of revaluation reserve for
assets held for sale
Transactions with owners
Dividends paid
Settlement of treasury shares
Employee share scheme
5.6
3.2, 5.1
5.6
3.2
4.1
4.3
4.3
-
-
-
-
-
-
1,296
-
-
-
45,371
-
(1,723)
(1,723)
56,103
56,103
-
(1,723)
56,103
99,751
(40)
-
40
773
(773)
(28,405)
-
140
-
-
-
-
-
-
(28,405)
1,296
140
(26,969)
-
-
-
-
-
Total transactions with owners
1,296
(28,265)
Balance as at 31 May 2019
580,794
(110,060)
140,931
(1,786)
609,879
Impact of adoption of
NZ IFRS 16 Leases
3.4, 5.7
-
(2,211)
Loss for the year
Other comprehensive income
Revaluation of cash flow hedge
net of tax
Revaluation of assets net of tax
Revaluation of right of use assets
net of tax
Total comprehensive income
Transactions with owners
Dividends paid
Share issue: dividend reinvestment
scheme
Employee share scheme
Total transactions with owners
5.6
3.2, 5.1
3.4, 5.1
4.1
4.1
4.3
-
(13,642)
-
-
-
-
(2,211)
(13,642)
-
-
-
-
-
-
-
-
(5,689)
29,223
51
-
-
(13,642)
29,274
(5,689)
(5,689)
29,223
51
9,943
-
(29,822)
7,595
-
-
(172)
7,595
(29,994)
-
-
-
-
-
-
-
-
(29,822)
7,595
(172)
(22,399)
Balance as at 31 May 2020
588,389
(155,907)
170,205
(7,475)
595,212
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
30
Oceania Healthcare Limited | Annual Report 2020 Consolidated Cash Flow Statement
For the year ended 31 May 2020
$NZ000’s
Cash flows from operating activities
Receipts from residents for village and care fees
Payments to suppliers and employees
Rental payments in relation to right of use investment property
Receipts from new occupation right agreements
Payments for outgoing occupation right agreements
Interest received
Interest paid
Interest paid in relation to right of use assets
Net cash inflow from operating activities
Cash flows from investing activities
Proceeds from sale and / or disposal of property, plant and
equipment and investment property
Payments for property, plant and equipment and intangible assets
Payments for investment property and investment property under
development
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds from borrowings
Repayment of borrowings
Capitalised borrowing costs
Principal payments for right of use assets
Dividends paid
Settlement of treasury shares
Net cash inflow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at end of year
May 2020
May 2019
163,035
(178,005)
(19,236)
181,298
(40,341)
153
(6,511)
(1,026)
99,367
165,693
(164,829)
(5,510)
136,629
(39,656)
145
(3,151)
-
89,321
(34)
(40,433)
19,690
(72,895)
(95,516)
(135,983)
(100,569)
(153,774)
166,330
(109,449)
(607)
(2,569)
(22,227)
-
31,478
(5,138)
22,762
17,624
180,387
(83,706)
(645)
-
(28,405)
1,296
68,927
4,474
18,288
22,762
The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.
31
Consolidated Cash Flow Statement (continued)
For the year ended 31 May 2020
Reconciliation of profit after income tax to net cash inflow from operating activities
$NZ000’s
(Loss) / Profit for the year
Notes
May 2020
(13,642)
May 2019
45,371
Non cash items included in profit for the year
Deferred management fees accrued but not settled
Depreciation (buildings)
Depreciation and amortisation (chattels, leasehold improvements
and software)
Impairment of goodwill
Net loss / (gain) on disposal of property, plant and equipment
Fair value adjustment to investment property
Fair value adjustment to right of use investment property
Impairment of property, plant and equipment
Loss allowance for trade and other receivables
Interest accrued but not paid
Fair value movement on residents’ share of resale gains
Fair value loss on cash flow hedges
Deferred tax benefit
Employee share scheme
Share based payments expense
Other non cash items
2.2
2.4
2.4
2.4
3.1
3.4
3.2
2.4
2.4
5.6
5.1
4.3
Cash items excluded from profit for the year
Receipts from new occupation right agreements
Payments for outgoing occupation right agreements
Increase in operating assets and liabilities
Increase / (decrease) in trade and other receivables
Increase in trade and other payables
Net cash inflow from operating activities
(30,706)
9,266
5,226
491
204
21,724
(17,086)
916
51
(1,472)
329
101
(23,805)
5,797
3,747
8,149
(70)
(46,604)
-
6,982
62
429
737
17
(14,666)
(13,576)
(172)
-
351
-
140
(13)
(25,443)
(58,008)
181,298
(40,341)
140,957
136,629
(39,656)
96,972
(2,595)
90
99,367
290
4,694
89,321
The Board of Directors of the Company authorised these consolidated financial statements for issue on
23 July 2020.
For and on behalf of the Board
Elizabeth Coutts
Chair
Alan Isaac
Director
The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.
32
Oceania Healthcare Limited | Annual Report 2020 Notes to the
Consolidated
Financial
Statements
For the year ended 31 May 2020
1. General Information
1.1 Basis of Preparation
1.2 Accounting Policies
1.3 Significant Events and Transactions
2. Operating Performance
2.1 Operating Segments
2.2 Revenue
2.3 Other Income
2.4 Expenses
3. Property Assets
3.1 Village Assets: Investment Property
3.2 Care Assets: Property, Plant
and Equipment
3.3 Refundable Occupation Right
Agreements
3.4 Leases
4. Shareholder Equity and Funding
4.1 Shareholder Equity and Reserves
4.2 Earnings per Share
4.3 Employee Share Based Payments
4.4 Borrowings
5. Other Disclosures
5.1
Income Tax
5.2 Intangible Assets
5.3 Trade and Other Receivables
5.4 Trade and Other Payables
5.5 Related Party Transactions
5.6 Financial Risk Management
5.7 New Accounting Standards
5.8 Contingencies and Commitments
5.9 Events After Balance Date
Independent Auditor's Report
34
34
35
36
37
37
44
45
46
48
50
55
60
62
65
65
66
67
68
71
71
75
76
77
77
78
81
82
82
83
33
33
Notes to the Consolidated Financial Statements
For the year ended 31 May 2020
1. General Information
1.1 Basis of Preparation
(i) Entities Reporting
The consolidated financial statements of the Group are for the economic entity comprising Oceania
Healthcare Limited (the “Company”) and its subsidiaries, together “the Group”. Refer to note 5.5 for details
of the Group structure.
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Oceania
Healthcare Limited as at 31 May 2020 and the results of all subsidiaries for the year then ended.
The Group owns and operates various care centres and retirement villages throughout New Zealand. The
Group's registered office is Affinity House, 2 Hargreaves Street, St Mary's Bay, Auckland 1011, New Zealand.
(ii) Statutory Base
Oceania Healthcare Limited is a limited liability company which is domiciled and incorporated in New Zealand.
It is registered under the Companies Act 1993 and is a FMC Reporting Entity in terms of Part 7 of the
Financial Markets Conduct Act 2013. The Company is also listed on the NZX Main Board (“NZX”) and the
Australian Securities Exchange (“ASX”) as a foreign exempt listing. The consolidated financial statements
have been prepared in accordance with the requirements of the NZX and ASX listing rules, and Part 7 of the
Financial Markets Conduct Act 2013.
The consolidated financial statements have been prepared in accordance with New Zealand Generally
Accepted Accounting Practice (“NZ GAAP”). They comply with New Zealand equivalents to International
Financial Reporting Standards (“NZ IFRS”), International Financial Reporting Standards (“IFRS”) and other
applicable New Zealand Financial Reporting Standards, as appropriate for for-profit entities. The Group is
a Tier 1 for-profit entity in accordance with XRB A1.
The consolidated financial statements have been prepared in accordance with the going concern basis of
accounting, which assumes that the Group will be able to realise its assets and discharge its liabilities in the
normal course of business as they come due into the foreseeable future.
The Consolidated Balance Sheet has been prepared using a liquidity format.
(iii) Measurement Basis
These consolidated financial statements have been prepared under the historical cost convention, as
modified by the revaluation of certain assets and liabilities, including investment properties, certain classes
of property, plant and equipment, right of use assets, assets held for sale and cash flow hedges.
(iv) Key Estimates and Judgements
The preparation of the consolidated financial statements in conformity with NZ IFRS requires the use of
certain critical accounting estimates. It also requires management to exercise their judgement in the process
of applying the Group’s accounting policies.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, seldom equal the related actual results. Estimates and judgements are continually evaluated
and are based on historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates
are significant to the consolidated financial statements are disclosed in the following notes:
– Fair value of investment property and investment property under development (note 3.1)
– Classification of accommodation with a care or service offering (note 3)
– Fair value of freehold land and buildings (note 3.2)
– Revenue recognition of deferred management fees (note 3.3)
– Fair value of right of use assets (note 3.4)
– Recognition of deferred tax (note 5.1)
34
Oceania Healthcare Limited | Annual Report 2020
1.2 Accounting Policies
Accounting policies that summarise the measurement basis used and which are relevant to
understanding the consolidated financial statements are provided throughout the notes to these
consolidated financial statements.
Other relevant policies are provided as follows:
(i) Principles of Consolidation
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date
on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions and balances between Group companies are eliminated. Accounting policies
of subsidiaries are consistent with the policies adopted by the Group.
(ii) Functional and Presentational Currency
These consolidated financial statements are presented in New Zealand Dollars which is the Company’s
functional currency and the Group’s presentation currency. Unless otherwise stated the consolidated
financial statements are presented in round thousands of dollars. The use of $m signifies millions of dollars.
(iii) Goods and Services Tax (“GST”)
The Consolidated Statement of Comprehensive Income and Consolidated Cash Flow Statement have been
prepared so that all components are stated exclusive of any GST that can be claimed. GST is only deductible
by the Group to the extent that it relates to care operations. All items in the Consolidated Balance Sheet are
stated net of GST, with the exception of receivables and payables, which include GST invoiced.
(iv) Comparative Information
Where a change has been made to the presentation of the consolidated financial statements to that used
in prior periods, comparative figures have been restated accordingly. A change in presentation has been
made to depreciation expense to separate depreciation on buildings from other depreciation. A further
change has been made to the underlying net profit after tax section of note 2.1 to exclude an adjustment
in relation to deferred management fees in relation to a right of use investment property in deriving
underlying profit.
(v) New Accounting Standards
During the year the Group adopted NZ IFRS 16 Leases. This standard is effective for reporting periods
beginning on or after 1 January 2019. There has been no impact on prior year comparatives. Refer to
notes 5.7 and 3.4 for further details. The Group has not early adopted any standards, amendments or
interpretations to existing standards that are not yet effective.
(vi) Measurement of Fair Value
The Group classifies its fair value measurement using the fair value hierarchy that reflects the significance
of the inputs used in making the measurements. The fair value hierarchy has the following levels:
Level 1: Quoted prices (unadjusted) in active markets for the identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The carrying amount of all financial assets and liabilities is considered to approximate their fair value.
35
1.3 Significant Events and Transactions
On 11 March 2020, the World Health Organisation declared COVID-19 to be a global pandemic. COVID-19 has
impacted the health and wellbeing of people around the world and in turn the outbreak and the associated
restrictions put in place to fight the virus have had a significant adverse impact on the global economy.
The New Zealand Government’s overall public health strategy in respect of the COVID-19 pandemic affecting
New Zealand was elimination with the overall goal to stop community transmission in New Zealand:
– On 24 March 2020 the Government announced a number of Orders under the Health Act 1956 and the
Epidemic Preparedness Act 2006 to restrict certain activities for the purposes of preventing the outbreak
and spread of COVID-19.
– At 11:59pm on 25 March 2020 New Zealand entered Alert Level 4 lockdown. Only essential services were
permitted to trade, and people were requested to remain at home other than to access essential services.
Oceania Healthcare Limited and its subsidiaries (Oceania) care business met the definition of an essential
service. Oceania employees are highly trained professionals and are experienced in infection control as this
is a standard operating procedure for any aged care centre and as such, were able to continue to provide
quality care and services to residents throughout Alert Level 4. All construction projects and Retirement
Village unit sales ceased.
– At 11:59pm on 27 April 2020 New Zealand entered Alert Level 3 lockdown. Businesses including
construction were permitted to operate under strict guidelines. Oceania recommenced certain
construction projects in the development pipeline and Retirement Village unit sales.
– At 11:59pm on 13 May 2020 New Zealand entered Alert Level 2. Contract tracing, strict social distancing
measures and mass gathering limits had to be followed.
– Post balance date, at 11:59pm on 8 June 2020 Alert Level 1 was entered and is still in place at the time of
signing the annual financial statements. Strict border restrictions remain in place and contact tracing is
encouraged.
Certain key judgements and estimates are applied in the annual financial statements. The Directors have
assessed the impact of COVID-19 on these judgements and estimates and concluded that limited changes
are necessary. This is primarily due to Oceania providing an essential service. The following key matters
were considered and undertaken with regards to the financial impact of COVID-19 on the 31 May 2020
consolidated financial statements;
– CBRE Limited as independent valuers undertook a valuation as at 30 April 2020. CBRE Limited concluded
their valuation on the basis of “material valuation uncertainty”. In the current extraordinary circumstances
there is a higher degree of uncertainty than would otherwise be the case however the valuation can still
be relied upon. The full scale of the impact as at the point of time of the valuation was currently unknown
and will largely depend on the scale and longevity of the pandemic and the consequential ongoing impact
on the economy with limited market evidence since the outbreak. As a result, although the methodology
applied in the valuation is consistent with prior years, certain key estimates have been adjusted. Further
details are included in note 3;
– Government subsidies received have been accounted for as government grants and offset against the
expenses to which they relate as disclosed in note 2.4;
– No changes to the methodology or input estimates in relation to expected credit losses have been required
as a result of continued strong collection levels in respect of private care fees and deferred settlement of
ORA contracts; and
– The enactment of COVID-19 Response (Taxation and Social Assistance Urgent Measures) Act 2020 has
resulted in the reintroduction of depreciation on buildings. The impact of this change is detailed in note 5.1.
36
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 2. Operating Performance
2.1 Operating Segments
The Group's chief operating decision maker is the Board of Directors.
The operating segments have been determined based on the information reviewed by the Board of Directors
for the purposes of allocating resources and assessing performance. The assets and liabilities of the Group
are reported to the chief operating decision maker in total not by operating segment.
The Group operates in New Zealand and comprises three segments; care operations, village operations
and other.
Product
Services
Recognition of
Operating Revenue
and Expenses
Recognition of
Fair Value
movements on
New Developments
Care
Village
Includes traditional care
beds and care suites.
Includes independent living
and rental properties.
Other
N/A
The provision of
accommodation and
related services to
independent residents in
the Group’s retirement
villages.
Provision of support
services to the Group
(includes administration,
marketing and operations).
In addition this segment
includes the provision of
training by the Wesley
Institute of Learning.
The Group derives
Operating Revenue from
weekly service fees and
rental income. Operating
Revenue also includes DMF
accrued over the expected
occupancy period for the
relevant accommodation.
Operating Expenses
include village property
maintenance, sales
and marketing, and
administration related
expenses.
Includes support office and
corporate expenses and
rental costs relating to the
Group’s three leasehold
sites.
Finance costs relate to the
cost of bank debt acquired
for the purchase and
development of villages.
Income and expenditure
relating to the Wesley
Institute of Learning is
recognised in this segment.
Fair value movements
are recognised in
comprehensive income
(i.e. profit or loss).
N/A
The provision of
accommodation, care
and related services to
Oceania’s aged care
residents.
Includes the provision of
services such as meals
and care packages
to independent living
residents.
The Group derives
Operating Revenue from
the provision of care and
accommodation. The daily
fee is set annually by the
Ministry of Health.
In relation to the provision
of superior accommodation
above the Government
specification the Group
derives revenue from
Premium Accommodation
Charges (“PACs”) or, in the
case of care suites, through
Deferred Management Fees
(“DMF”).
Operating Expenses
primarily include staff
costs, resident welfare
expenses and overheads.
Fair value increases or
decreases are recognised
in other comprehensive
income (i.e. not in profit
or loss) for the fair
value movement above
historical cost.
Impairments below
historical cost
are recognised in
comprehensive income
(i.e. profit or loss).
37
2.1 Operating Segments (continued)
Care
Village
Other
N/A
Fair value movements
are recognised in
comprehensive income
(i.e. profit or loss).
Recognition
of Fair Value
movements on
Existing Care
Centres and
Retirement
Villages
Recognition in
Underlying Profit
(refer note 2.1
overleaf)
Asset
Categorisation
Fair value movements are
treated the same as above.
When sites are
decommissioned for
development this results
in an impairment of the
buildings and chattels
which is recognised in
comprehensive income
(i.e. profit or loss).
Fair value movements
are removed.
Assets used, or, in the
case of developments,
to be used, in the provision
of care are recognised
as property, plant and
equipment.
Fair value movements
are removed. Realised
gains on resales and the
development margins from
the sale of independent
living units and care suites
are included.
Assets used for village
operations are recognised
as investment property.
No material adjustments.
Support office assets are
recognised as property,
plant and equipment.
Assets include intangibles
(e.g. software).
Information regarding the operations of each reportable segment is included below. Amongst other criteria,
performance is measured based on segmental underlying earnings before interest, tax, depreciation and
amortisation (“EBITDA”), which is the most relevant measure in evaluating the performance of segments
relative to other entities that operate within the aged care and retirement village industries.
Additional segmental reporting information
Capital expenditure: Refer to notes 3.1, 3.2 and 3.4 for details on capital expenditure.
Goodwill: Goodwill is allocated to care cash generating units.
What is Total Comprehensive Income?
Total comprehensive income is a measure of the total performance of all segments under NZ GAAP.
It includes fair value movements relating to the Group’s care centres and cash flow hedges.
38
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 2020
$NZ000’s
Revenue
Change in fair value of investment property
Change in fair value of right of use
investment property
Other income
Total income
Operating expenses
Impairment of goodwill
Impairment of property, plant and equipment
Segment EBITDA
Interest income
Finance costs
Depreciation (buildings)
Depreciation and amortisation
(chattels and software)
(Loss) / Profit before income tax
Income tax benefit
(Loss) / Profit for the year attributable
to shareholders
Other comprehensive income
Gain on revaluation of property, plant and
equipment for the year, net of tax
Gain on revaluation of right of use asset for
the year, net of tax
Loss on cash flow hedges, net of tax
Total comprehensive income for the year
attributable to shareholders of the parent
Care
Operations
163,909
-
-
309
164,218
Village
Operations
28,591
(21,724)
17,086
2,237
26,190
Other
1,146
-
-
44
1,190
Total
193,646
(21,724)
17,086
2,590
191,598
(144,376)
(34,536)
(18,964)
(197,876)
(491)
(916)
-
-
-
-
(491)
(916)
18,435
(8,346)
(17,774)
(7,685)
-
-
(8,989)
(4,602)
4,844
11,485
27
-
-
-
(8,319)
6,550
126
(6,284)
(277)
(624)
(24,833)
(3,369)
153
(6,284)
(9,266)
(5,226)
(28,308)
14,666
16,329
(1,769)
(28,202)
(13,642)
29,223
51
-
-
-
-
-
-
29,223
51
(5,689)
(5,689)
45,603
(1,769)
(33,891)
9,943
39
2.1 Operating Segments (continued)
2019
$NZ000’s
Revenue
Change in fair value of investment property
Change in fair value of right of use
investment property
Other income
Total income
Care
Operations
161,068
-
-
591
161,659
Village
Operations
24,757
46,604
-
1,622
72,983
Other
1,152
-
-
19
1,171
Total
186,977
46,604
-
2,232
235,813
Operating expenses
(136,350)
(20,343)
(19,155)
(175,848)
(8,149)
(6,982)
10,178
-
-
(5,797)
(3,245)
1,136
2,378
3,514
56,103
-
-
-
-
-
-
52,640
(17,984)
124
(3,640)
-
21
-
-
-
(8,149)
(6,982)
44,834
145
(3,640)
(5,797)
(502)
(3,747)
52,661
7,280
59,941
(22,002)
3,918
(18,084)
31,795
13,576
45,371
-
-
-
-
-
56,103
-
(1,723)
(1,723)
59,617
59,941
(19,807)
99,751
Impairment of goodwill
Reversal of impairment of property,
plant and equipment
Segment EBITDA
Interest income
Finance costs
Depreciation (buildings)
Depreciation and amortisation
(chattels and software)
Profit before income tax
Taxation benefit
Profit for the year attributable to shareholders
Other comprehensive income
Gain on revaluation of land and buildings
for the year, net of tax
Gain on revaluation of right of use asset
for the year, net of tax
Loss on cash flow hedges, net of tax
Total comprehensive income for the year
attributable to shareholders of the parent
40
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 Underlying Net Profit after tax (“Underlying Profit”)
Underlying Profit is a non-GAAP measure of financial performance and considered in the determination
of dividends. The calculation of Underlying Profit requires a number of estimates to be approved by the
Directors in their preparation. Both the methodology and the estimates may differ among companies in the
retirement village sector. Underlying Profit does not represent cash flow generated during the period.
The Group calculates Underlying Profit by making the following adjustments to reported Net Profit after Tax:
Net Profit after Tax
Add back /
remove
Change in fair value of investment property, right of use investment property assets
and cash flow hedges and impairment / reversal of impairment of property, plant and
equipment and right of use property, plant and equipment
Add back
Impairment of goodwill
Add back
Rental expenditure in relation to right of use investment property assets
Add back /
remove
Add back
Add back
Loss / gain on sale or decommissioning of assets
Directors’ estimate of realised gains on the resale of units and care suites sold under
an occupation right agreement (“ORA”)
Directors’ estimate of realised development margin on the first sale of new ORA units
or care suites following the development of an ORA unit or care suite, conversion of
an existing care bed to a care suite or conversion of a rental unit to an ORA unit
Add back
Deferred taxation component of taxation expense so that only the current tax expense
is reflected
=
Underlying Profit
Remove
Interest income
Add back
Finance costs (including lease interest under NZ IFRS 16)
Add back
Depreciation and amortisation (including right of use property, plant and equipment)
=
Underlying EBITDA
In the prior year underlying profit was also adjusted to remove the DMF income of $0.7m in relation to right
to use investment property assets. This was prior to the implementation of NZ IFRS 16 Leases.
Resale gain – Underlying Profit
The Directors’ estimate of realised gains on resales of ORA units and care suites (i.e. the difference between
the incoming resident’s ORA licence payment and the ORA licence payment previously received from the
outgoing resident) is calculated as the net cash flow received, and receivable at the point that the ORA
contract becomes unconditional and has either “cooled off” (the contractual period in which the resident
can cancel the contract) or where the resident is in occupation at balance date.
Development margin – Underlying Profit
The Directors’ estimate of realised development margin is calculated as the ORA licence payment received,
and receivable, in relation to the first sale of new ORA units and care suites, at the point that the ORA
contract becomes unconditional and has either “cooled off” or where the resident is in occupation at balance
date, less the development costs associated with developing the ORA units and care suites.
The Directors’ estimate of realised development margin for conversions is calculated based on the difference
between the ORA licence payment received, and receivable, in relation to sales of newly converted ORA
units and care suites, at the point that the ORA contract becomes unconditional and has either “cooled off”
or where the resident is in occupation at balance date, and the associated conversion costs.
41
2.1 Operating Segments (continued)
The table below describes the composition of development and conversion costs.
Included
New builds:
– the construction costs directly attributable to the relevant project, including any required
infrastructure (e.g. roads) and amenities related to the units (e.g. landscaping) as well
as any demolition and site preparation costs associated with the project. The costs are
apportioned between the ORA units and care suites, in aggregate, using estimates
provided by the project quantity surveyor. The construction costs for the individual
ORA units or care suites sold are determined on a prorated basis using gross floor
areas of the ORA units and care suites;
– an apportionment of land value based on the gross floor area of the ORA units and
care suites developed. The value for Brownfield1 development land is the estimated fair
value of land at the time a change of use occurred2 (from operating as a care centre or
retirement village to a development site), as assessed by an external independent valuer.
Greenfield3 development land is valued at historical cost; and
– capitalised interest costs to the date of project completion apportioned using the gross
floor area of ORA units and care suites developed.
Conversions:
– of care beds to care suites - the actual refurbishment costs incurred; and
– of rental units to ORA units - the actual refurbishment costs incurred and the fair value
of the rental unit prior to conversion.
Excluded
– Construction, land (apportioned on a gross floor area basis) and interest costs
associated with common areas and amenities or any operational or administrative areas.
1 Brownfield land refers to land previously utilised by, or part of, an operational aged care centre or retirement village.
2 The timing of a change of use is a Directors’ estimate. It is based on a range of factors including evidence of steps taken to secure
a resource consent and/or building consent for a particular development or stage of a development and the decommissioning
of existing operations (either through the buy-back of existing village ORA units or decommissioning of an existing care centre).
Note the cost of buybacks is not included in the development cost as an independent fair value of the land on an unencumbered
basis is used as the value ascribed to the development land.
3 Greenfield land refers to land not previously utilised by, or as part of, an operational aged care centre or retirement village.
Greenfield land is typically bare (undeveloped) land at the time of purchase.
42
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 2020
$NZ000’s
Total comprehensive income for the year
attributable to shareholders of the parent
Care
Operations
Village
Operations
Other
Total
16,329
27,505
(33,891)
9,943
Adjusted for underlying profit items
Less: Change in fair value of investment property,
right of use assets and cash flow hedges and
impairment of property, plant and equipment
Add: Impairment of goodwill
Add: Rental expenditure in relation to right of use asset
Add: Loss / (gain) on sale or decommissioning of assets
Add: Realised resale gain
Add: Realised development margin
Underlying net profit before tax
Less: Deferred tax benefit
Underlying net profit after tax
Less: Interest income
Add: Finance costs
Add: Depreciation (buildings)
Add: Depreciation and amortisation
(chattels, leasehold improvements and software)
Underlying EBITDA
916
491
-
146
-
-
17,882
(24,637)
5,689
(18,032)
-
19,236
(11)
11,489
34,320
67,902
-
-
3
-
-
(28,199)
491
19,236
138
11,489
34,320
57,585
(11,485)
(6,550)
3,369
(14,666)
6,397
61,352
(24,830)
42,919
-
-
8,989
4,602
19,988
(27)
-
-
-
(126)
6,284
277
624
61,325
(17,771)
(153)
6,284
9,266
5,226
63,542
2019
$NZ000’s
Total comprehensive income for the year
attributable to shareholders of the parent
Care
Operations
Village
Operations
Other
Total
59,617
59,941
(19,807)
99,751
Adjusted for underlying profit items
Less: Change in fair value of investment property4
and cash flow hedges and impairment of property,
plant and equipment
(49,121)
(46,604)
1,723
(94,002)
Add: Impairment of goodwill
8,149
-
Add: Rental expenditure in relation to right of use asset
-
6,200
-
-
Add: (Gain) / loss on sale or decommissioning of assets
(380)
-
436
Add: Realised gain on resale
Add: Realised development margin
Underlying net profit before tax5
Less: Deferred tax benefit
Underlying net profit after tax
Less: Interest income
Add: Finance costs
Add: Depreciation (buildings)
Add: Depreciation and amortisation
(chattels and software)
Underlying EBITDA
-
-
18,265
(2,378)
15,887
-
-
5,797
3,245
24,929
8,149
6,200
56
15,124
29,520
-
-
15,124
29,520
64,181
(7,280)
(17,648)
(3,918)
64,798
(13,576)
56,901
(21,566)
51,222
(21)
-
-
-
(124)
3,640
-
(145)
3,640
5,797
502
3,747
56,880
(17,548)
64,261
4 Includes change in fair value of Everil Orr right of use asset.
5 The comparatives above have been restated to exclude an adjustment for DMF in relation to the right of use asset.
This has increased Underlying Profit by $0.7m in the prior year.
43
2.2 Revenue
How we earn revenue
Care
Village
Daily care fees for long term and
short term rest home, hospital
and dementia residents
Deferred management fees
– independent living
Premium accommodation charges Village service fees
– independent living
Other
Training income
Interest income
Deferred management fees
– care suites
Rental income – residents without
a long term occupation right
agreement
Accounting Policy
Revenue is recognised in accordance with NZ IFRS 15 Revenue (“NZ IFRS 15”). Deferred management fees
and rental income are considered leases under NZ IFRS 16 Leases (“NZ IFRS 16”), and prior to its adoption
under NZ IAS 17 Leases, and are therefore excluded from the scope of NZ IFRS 15. None of the Group’s
revenue, as defined by NZ IFRS 15, contains significant financing components.
Rest Home and Hospital Service Fees
A contract is in place with all care residents by means of an admission agreement. The resident receives
the benefit as the care is administered and each resident incurs a contracted daily care fee set by the
Government each year. Rest home and hospital service fees are recognised at the point in time the services
are rendered which is specifically linked to the day the service is delivered. Where applicable these are
recognised net of any associated rebates to residents.
Aged care subsidies received from the Ministry of Health, included in rest home, hospital and dementia
fee revenue within the care segment, amounted to $103.7m (2019: $101.0m).
Premium Accommodation Charges
Premium accommodation charges are payable by residents who occupy a premium room above the level
specified by the Government. The charge is included in their admission agreement and the charge is
recognised when the accommodation is provided.
Deferred Management Fees
Deferred management fees are considered leases and are payable by residents of the Group's units,
apartments and care suites under the terms of their ORA or unit title rights. Refer to note 3.3.
Management fees are typically payable on termination of the ORA up to a maximum percentage of a
resident's occupation licence or unit title rights deposit for the right to share in the use and enjoyment
of common facilities.
The timing of the recognition of deferred management fees is a critical accounting estimate and judgement.
The deferred management fee is recognised on a straight line basis over the longer of the term specified in
a resident's ORA or the average expected occupancy for the relevant accommodation which is 7 years for
units, 5 years for apartments and 3 years for care suites from the date of occupation. Estimates of deferred
management fee tenure are reviewed periodically. Where a change is made, it is the Group’s policy to
recognise the aggregate impact of this change in the period in which the change in estimate occurs.
Deferred management fees are recognised with respect to the leased retirement village site as per note 3.4.
44
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 Village Service Fees
Village service fees are charged to residents to recover a portion of village operating costs associated with
services provided including staff wages, rates, and electricity. An ORA is in place with all village residents
who receive the benefit of services throughout their stay. Village service fees are recognised over time as
services are rendered.
Training Income
Training income is received from students attending short term training courses at the Wesley Institute of
Learning. Income is recognised when the course is provided.
Rental Income
Rental agreements are in place with all rental residents and set out the relevant weekly / monthly rental fee.
The resident receives the benefit throughout their stay and revenue is recognised as it is earned.
$NZ000’s
Rest home, hospital, dementia fees
Premium accommodation charge
Deferred management fees – independent living
Deferred management fees – care suites
Deferred management fees – leased site
Village service fees
Training income
Rental income
Other services provided to residents
May 2020
151,347
3,866
19,926
7,836
1,494
5,997
1,176
1,275
729
May 2019
151,700
3,381
17,156
5,065
727
5,782
1,171
1,257
738
193,646
186,977
2.3 Other Income
Interest Income
Interest income is recognised on an accruals basis using the effective interest method.
Other Income
Other income includes administration and legal income derived from the settlement of ORAs.
$NZ000’s
Interest income
Other income
May 2020
May 2019
153
2,590
2,743
145
2,232
2,377
45
2.4 Expenses
Accounting Policy
All operating expenses are recognised on an accrual basis.
$NZ000’s
Notes
May 2020
May 2019
Profit before income tax includes the following expenses:
Employee benefits and other staff costs
Wages and salaries
COVID-19 wage subsidy6
Termination benefits
Employee share scheme expense
Other staff costs7
Depreciation and amortisation
Depreciation of buildings
Depreciation of right of use assets (buildings)
Depreciation of chattels
Depreciation of right of use assets (chattels)
Amortisation of software
Finance costs
Interest on senior debt facilities
Agency, commitment and line fees
Interest rate swaps
Capitalised interest and line fees
Amortisation of bank fees
Bank interest
Change in fair value of cash flow hedges
Interest on right of use assets
Impairment of property, plant and equipment
Rental expenditure in relation to right of use investment property
Impairment of goodwill
126,636
(1,821)
1,176
(172)
2,281
116,854
-
323
140
2,469
128,100
119,786
8,643
623
3,074
2,096
56
14,492
7,092
3,126
1,087
5,797
-
3,638
-
109
9,544
6,583
2,883
217
(6,367)
(6,917)
220
-
101
1,025
6,284
213
1
17
643
3,640
916
6,982
19,236
-
491
8,149
4.3
3.2
3.4
3.2
3.4
5.2
3.2
3.4
5.2
6 The COVID-19 wage subsidy has been recognised as a reduction in expenses in accordance with NZ IAS 20: Accounting for
Government Grants and Disclosure of Government Assistance.
7 Other staff costs include costs such as staff training, uniforms and recruitment.
46
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 Notes
May 2020
May 2019
$NZ000’s
Other expenses
Fees paid to Auditor
Audit and review of consolidated financial statements
Other assurance services – Trustee reporting
Other services8
Total fees paid to auditor
Repairs and maintenance of property, plant and equipment
including leasehold care centres
Repairs and maintenance of investment property including
leasehold investment property
Loss on disposal of property, plant and equipment
Donations
Loss allowance for trade and other receivables
5.3
Rental expense relating to operating leases
Rental expense relating to right of use investment property9
Resident consumables
Movement of Residents’ share of resale gains
Insurance
Legal and professional services
COVID-19 District Health Board allowances10
Other expenses (no items of individual significance)
Total Expenses
388
6
6
400
2,987
1,098
138
7
51
-
-
16,348
329
2,845
3,284
(2,049)
25,102
50,540
220,059
405
6
48
459
3,220
741
56
14
62
1,341
6,200
15,388
737
2,318
2,883
-
22,643
56,062
204,163
8 Other services related to agreed upon procedures in respect of proxy voting at the Annual Shareholders Meeting (2019: market
research and a peer review of the tax treatment of Everil Orr).
9 On adoption of NZ IFRS 16: Leases the rental expense in relation to right of use investment property is now disclosed separately
on the face of the Statement of Comprehensive Income.
10 The COVID-19 District Health Board allowance of $1.8m and a payment from Disability Support Services of $0.2m have been
recognised as an offset to expenses in accordance with NZ IAS 20: Accounting for Government Grants and Disclosure
of Government Assistance.
47
3. Property Assets
The Group operates care centres and retirement villages. As outlined in section 2.1, village sites are typically
investment property and care sites are typically property, plant and equipment.
What is Investment Property?
Land and buildings are classified as investment property when they are held to generate revenue
either through capital appreciation or through rental income.
As residents occupying our retirement villages live independently, the level of services provided is
seen as secondary to the provision of accommodation. Accordingly, these buildings are classified as
investment property as they are held primarily to generate DMF income.
What is Property, Plant and Equipment?
Land, buildings and chattels are classified as property, plant and equipment when they are used to
generate revenue through the provision of goods and services or for administration purposes.
As residents occupying our care centres, including care suites, require services including nursing care,
meals and laundry the buildings in which they live are considered to be operated by the Group to
generate this revenue and are classified as property, plant and equipment.
What is a Care Suite?
Care suites are a premium offering for a resident requiring rest home or hospital level care. The care suite
is located within a care centre. Rather than pay a daily premium accommodation charge for the provision
of the premium room the residents enter into an ORA with a net management fee.
Material uncertainty
The property portfolio has been independently valued by CBRE Limited as at 30 April 2020. The valuation
represents a ‘point in time valuation’ and while the same overall approach was used for this valuation as in
prior years, the valuers highlighted that some significant changes were made to the key assumptions as a
result of COVID-19. 30 April 2020 was a particularly significant time as the property market was frozen at
that time with New Zealand having only exited Alert Level 4 at 11.59pm on 27 April 2020 and was still subject
to stringent Alert Level 3 restrictions. CBRE Limited reassessed a number of their inputs and assumptions
to take account of:
– Lower growth rates, particularly in the short term;
– Higher discount rates; and
– Increased discounts on unsold stock.
CBRE Limited noted that they completed all due diligence, research and analysis that would ordinarily
form part of a full valuation but as a result of the Alert Level 4 lock down they were unable to perform as
many physical inspections as they would ordinarily. Further, they noted that the full scale of the impact as
at the point of time of the valuation was unknown and will largely depend on the scale and longevity of the
pandemic and the consequential ongoing impact on the economy with limited market evidence since the
outbreak. These items in combination resulted in it being difficult as at 30 April 2020 to determine the effect
that COVID-19 would have on the retirement and aged care sectors in New Zealand.
48
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 CBRE Limited reported on the basis of “material valuation uncertainty” meaning less certainty and a higher
degree of caution should be applied to the valuations. CBRE Limited commented in the valuation report
that, for the avoidance of doubt, the inclusion of the “material uncertainty” declaration does not mean
that the valuation cannot be relied upon. Rather, it means that in the current extraordinary circumstances
there is a higher degree of uncertainty than would otherwise be the case and given the foregoing market
uncertainty it may be necessary for the valuation to be reviewed periodically over the coming months to
reflect the duration and severity of the impact of COVID-19. The Group sought confirmation from CBRE
Limited to determine if any material change in the fair value of investment properties and property, plant
and equipment was likely to have occurred between the date of the valuation, being 30 April 2020, and the
balance date of 31 May 2020. This advice indicated that there was no material movement. Notwithstanding
this, the material valuation uncertainties remain until investment markets become active and subsequent
transactional evidence demonstrates a trend in current pricing.
Classification of Serviced Apartments and Care Suites
Where services are provided to residents who occupy accommodation under an ORA, it is the Group’s
policy to assess their level of significance in the context of the overall income derived from the serviced
apartment or care suite in ascertaining whether the serviced apartment or care suite is freehold land and
buildings (referred to as property, plant and equipment) or investment property.
The Group applies the following principles when ascertaining the appropriate accounting treatment to
be applied.
CLASSIFICATION
Investment Property
Village Assets
Property, Plant and
Equipment Care Assets
Independent living (villa or apartment)
Care suite
Traditional care bed
SCENARIO
Additional Services
are optional
Services are
compulsory but an
insignificant portion
of total revenue
from the unit.
Services are
compulsory and a
significant portion
of the total revenue
from the unit.
1
funded
Full ARRC
care is compulsory
for that unit/bed.
CONSIDERATION OF SIGNIFICANCE OF CASHFLOWS
Qualitatively the
business model is the
provision of retirement
accommodation
Quantitatively
insignificant (a
guideline of under
20% of total revenue
is adopted) and
qualitatively the
business model is the
provision of
retirement
accommodation
Quantitatively
significant.
Qualitatively the
business model is
the provision of
care
Qualitatively the
business model is
the provision of care.
Quantitative
assessment not
relevant as price of
accommodation
does not change
overall purpose of
the accommodation
1 ARRC refers to age-related residential care.
49
3. Property Assets (continued)
Accounting Policy
Investment property includes both freehold land and buildings and land and buildings under development,
comprising independent units, serviced apartments and common facilities, provided for use by residents
under the terms of an ORA. Investment property is held for long-term yields and is not occupied by the
Group. Investment property is held at fair value.
The fair value of investment property is determined by the Directors having taken into consideration the
valuation conducted by CBRE Limited as an independent registered valuer and the cost of work undertaken
in relation to investment property under development.
The movement in the carrying value of investment property, net of additions, transfers and disposals is
recognised as a fair value movement in the Consolidated Statement of Comprehensive Income.
3.1 Village Assets: Investment Property
Fair value measurement on investment property under development is only applied if the fair value is
considered to be reliably measurable. Where the fair value of a property under development can be
determined, it is carried at fair value. Where the fair value of investment property under development
cannot be reliably determined, the carrying amount is considered to be the fair value of the land plus
the cost of work undertaken.
$NZ000’s
Notes
May 2020
May 2019
Investment property under development at fair value
Opening balance
Transfer from / (to) property, plant and equipment
3.2
Capitalised expenditure
Capitalised interest and line fees
Transfer to completed investment property
Transfer to held for sale investment property
Change in fair value during the year – developments as at balance date
Change in fair value during the year – developments completed
during the year
Closing balance
Completed investment property at fair value
Opening balance
Transfer from investment property under development
Transfer to property, plant and equipment
Transfer to right of use assets
Capitalised expenditure
Capitalised interest and line fees
Disposals
Change in fair value during the year – existing villages
Change in fair value during the year – recently completed developments2
3.2
3.4
101,460
108,204
22,193
82,472
3,332
(6,626)
89,396
4,910
(61,551)
(105,532)
(720)
(1,258)
-
8,015
(908)
3,093
145,020
101,460
780,214
61,551
(17,592)
(14,006)
10,208
1,287
(44)
(25,132)
5,574
647,357
105,532
(12,101)
-
3,930
-
-
(6,100)
41,596
Closing balance
802,060
780,214
Held for sale investment property at fair value
Opening balance
Transfer from investment property under development
Closing balance
-
720
720
-
-
-
Total investment property
947,800
881,674
2 Recently completed developments refers to those developments which were being sold down during the period.
50
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 Change in Fair Value Recognised in the Consolidated Statement of Comprehensive Income
$NZ000’s
Increase in fair value of investment property
Add: Transfers to property, plant and equipment and to
right of use assets during the year
Less: Capitalised expenditure including capitalised interest
Add: Disposals
Change in fair value recognised in
Consolidated Statement of Comprehensive Income
May 2020
66,126
May 2019
126,113
9,405
(97,299)
44
18,727
(98,236)
-
(21,724)
46,604
A reconciliation between the valuation and the amount recognised on the Consolidated Balance Sheet as
investment property is as follows:
$NZ000’s
Investment property under development
Valuation
Completed Investment Property
Valuation
Add: Refundable occupation licence payments
Add: Residents’ share of resale gains
Less: Management fee receivable
Less: Resident obligations for units not included in valuation
Held for Sale Investment property
Valuation
May 2020
May 2019
145,020
145,020
101,460
101,460
370,257
501,739
5,870
(72,933)
(2,873)
802,060
720
720
380,229
456,349
6,900
(61,745)
(1,519)
780,214
-
-
Total investment property at fair value
947,800
881,674
Where an incoming resident has an unconditional ORA in respect of a retirement village unit and the
corresponding outgoing resident for that same accommodation has not yet been refunded, the CBRE
Limited valuation is adjusted for the incoming resident balances only. An adjustment of $2.9m (2019: $1.5m)
is included in the above reconciliation to reflect this.
The valuation of investment property is adjusted for cashflows relating to refundable occupation licence
payments, residents' share of resale gains and management fee receivable recognised separately on the
Consolidated Balance Sheet and also reflected in the valuation model.
Why do we adjust for the liability to residents?
In the CBRE Limited valuation the fair value of investment property includes an allowance for the
amount that is payable by the Group to residents already in occupation within the property. However,
this liability to existing residents is recognised in the Group’s Consolidated Balance Sheet (referred to as
refundable occupation right agreements – refer to note 3.3). Accordingly, the Group adds this net liability
to residents to the CBRE Limited valuation to “gross up” the fair value of investment property and avoid
double counting the liability to residents.
51
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020
3.1 Village Assets: Investment Property (continued)
Valuation Process and Key Inputs
Investment Property under Development
CBRE Limited provided valuations of development land in respect of investment property under
development as at 30 April 2020.
The fair value of investment property is determined by the Directors having taken into consideration the
valuation conducted by CBRE Limited as an independent registered valuer and the cost of work undertaken
in relation to investment property under development. As at 31 May 2020, in respect of one development site,
the Directors determined a fair value that was, in aggregate, $0.3m higher than the CBRE Limited valuation.
(2019: two sites, $1.2m higher).
The Directors do not judge there to have been a material movement in the adopted land value between
30 April 2020 and 31 May 2020 and, therefore, no adjustment has been made to this value. Any costs
incurred to 31 May 2020 on the developments are included in arriving at the fair value as at 31 May 2020.
The Group has applied the following methodology in relation to the measurement of investment property
under development:
Practical completion not achieved
Where the development still requires substantial work such that practical completion is not going to be
achieved, and a reliable estimate of fair value cannot be made, at or close to balance date, the fair value
recognised is the fair value of the development land per the Directors’ valuation plus the cost of any work
in progress. An amount of $65.2m as at 31 May 2020 (2019: $33.5m) has been recognised in relation to
these development sites.
Where an individual development is of both investment property and freehold buildings in nature, the
fair value of land and work in progress is apportioned between investment property under development
and freehold land and buildings under development, by applying the estimated gross floor area for these
respective areas of the development based on information obtained from the project quantity surveyors
at the planning and design stages.
Practical completion achieved
Where a development is practically completed, or likely to be completed at, or close to, balance date the
investment property is measured at its completed fair value per the Directors’ valuation with an adjustment
made for any estimated costs, in accordance with the project budget, to be incurred to complete the
development, and is then transferred to completed investment property.
Completed Investment Property
As required by NZ IAS 40 Investment Property, the valuation of investment property is adjusted for cash flows
relating to refundable occupation licence payments, residents’ share of resale gains and management fees
receivable recognised separately on the Consolidated Balance Sheet and also reflected in the valuation model.
The Group's interest in all completed investment property was valued on 30 April 2020 by CBRE Limited
(2019: 30 April 2019 by CBRE Limited), at a total of $379.8m (2019: $403.2m). The CBRE Limited valuation
has been adjusted downwards for the impact of any sale, resale and repurchase of ORAs between 1 May
2020 and 31 May 2020 of $10.3m (2019: adjusted downwards by $23.0m), with a corresponding increase in
refundable occupation licence payments of $13.3m (2019: $34.0m), to arrive at the fair value of completed
investment properties at 31 May 2020.
52
Oceania Healthcare Limited | Annual Report 2020
Investment Property Held for Sale
Investment property assets are classified as held for sale when their carrying amount is to be recovered
principally through a sale transaction and a sale is considered highly probable. They are stated at their
fair value.
As at 31 May 2020 one parcel of land met the definition of Held for Sale. This land was reclassified from
Investment Property under Development to Held for Sale at its fair value as determined by CBRE Limited
as at 30 April 2020.
Property Specific Assumptions
Seismic and Weather Tightness Assessments
The CBRE Limited valuation, and accordingly the fair value of investment property, incorporates an
allowance in relation to remediation to properties where seismic strength testing has been carried out
in prior years.
Assets Held for Sale
Investment property assets are classified as held for sale when their carrying amount is to be recovered
principally through a sale transaction and a sale is considered highly probable. They are stated at their
fair value.
Key Accounting Estimates and Judgements
All investment properties have been determined to be Level 3 (2019: Level 3) in the fair value hierarchy
as the fair value is determined using inputs that are unobservable.
Significant Unobservable Inputs
The significant unobservable input used in the fair value measurement of the Group's development land
is the value per m2 assumption. Increases in the value per m2 rate result in the corresponding increases
in the total valuation.
The significant unobservable inputs used in the fair value measurement of the Group's portfolio of
completed investment property are the discount rate and property price growth rate.
The following assumptions have been used to determine fair value:
Significant Input
Description
2020
2019
Discount rate
The pre-tax discount rate
Property price
growth rate
Property price
growth rate
Anticipated annual property price
growth over the cash flow period
0-4 years
Anticipated annual property price
growth over the cash flow period
5+ years
14.1% - 20.3%
(median: 15.3%)
14.0% - 20.0%
(median: 15.0%)
(2.0%) - 3.0%
0.5% - 3.0%
2.5% - 3.5%
2.5% - 3.5%
53
3.1 Village Assets: Investment Property (continued)
Due to the material valuation uncertainty disclosed in note 3, the range of reasonably possible changes to key
assumptions is uncertain and could be significantly greater than the ranges used in the sensitivity analysis.
Sensitivities
At 31 May 2020
Completed investment
property
Adopted
Value
Discount Rate
+0.5%
Discount Rate
-0.5%
Property
Growth Rate
+50 bp
Property
Growth Rate
-50 bp
Valuation $NZ000’s
370,257
Difference $NZ000’s
Difference %
(13,998)
(3.8%)
14,940
4.0%
22,519
6.1%
(23,563)
(6.4%)
At 31 May 2019
Completed investment
property
Adopted
Value
Discount Rate
+0.5%
Discount Rate
-0.5%
Property
Growth Rate
+50 bp
Property
Growth Rate
-50 bp
Valuation $NZ000’s
380,229
Difference $NZ000’s
Difference %
(14,168)
(3.7%)
15,082
4.0%
22,006
5.8%
(18,546)
(4.9%)
The stabilised occupancy period is a key driver of the CBRE Limited valuation. A significant increase /
(decrease) in the occupancy period would result in a significantly lower/ (higher) fair value measurement.
Significant Input
Stabilised occupancy period
2020
2019
3.2yrs - 8.3yrs
(median: 6.8yrs)
3.1yrs - 8.3yrs
(median: 7.7yrs)
Current ingoing price, for subsequent resales of ORAs, is a key driver of the CBRE Limited valuation.
A significant increase / (decrease) in the ingoing price (as driven by the property growth rates) would
result in a significantly higher / (lower) fair value measurement.
54
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 3.2 Care Assets: Property, Plant and Equipment
Accounting Policy
Property, plant and equipment comprises owner-occupied freehold land and buildings and plant and
equipment operated by the Group for the provision of care services, care suites and land and buildings
that are to be developed into care centres in the future.
Following initial recognition at cost, completed owner occupied freehold land and buildings and land and
buildings under development are carried at fair value. Independent valuations are performed with sufficient
regularity to ensure that the carrying amount does not differ materially from the assets’ fair value at balance
date. Any depreciation at the date of valuation is deducted from the gross carrying value of the asset, and
the net amount is restated to the revalued amount of the asset. In periods where no valuation is carried out,
the asset is carried at its revalued amount plus any additions, less any impairment and less any depreciation
incurred since the date of the last valuation.
All other plant and equipment is stated at historical cost less depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
In relation to land and buildings under development, fair value is determined by the Directors having taken
into consideration the valuation conducted by CBRE Limited as an independent registered valuer and the
cost of work undertaken, whereas previously the fair value was held at the CBRE Limited valuation plus the
cost of work undertaken in relation to land and buildings under development.
A property under construction is classified as land and buildings within property, plant and equipment
where the completed development will be classified as such and as investment property where the
completed development will be classified as an investment property. Fair value measurement on property
under construction is only applied if the fair value is reliably measurable. Where the fair value of property
under construction cannot be reliably determined the value is the fair value of the land plus the cost of work
undertaken. Property under construction classified as land and buildings under development is revalued
annually and is not depreciated.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably. All other repairs and maintenance are expensed to
the Consolidated Statement of Comprehensive Income during the financial year in which they are incurred.
Increases in the carrying amount arising on revaluation of land and buildings above cost are credited to the
asset revaluation reserve in other comprehensive income; increases that offset previous decreases taken
through profit or loss are recognised in profit or loss. Decreases that offset previous increases of the same
asset are charged against the asset revaluation reserve in other comprehensive income; all other decreases
are charged to profit or loss. When revalued assets are sold, or held for sale, the amounts included in the
reserve are transferred to retained earnings.
Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate
their cost, net of their residual values, over their estimated useful lives, as follows:
Category
– Freehold buildings
Useful Life Range
10 - 50 years
– Chattels and leasehold improvements
2 - 50 years
– Motor vehicles
5 years
Weighted Average
Depreciation Rate
2.75%
20%
22%
55
3.2 Care Assets: Property, Plant and Equipment (continued)
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.
No depreciation is charged in the year of sale for all assets other than buildings in which case depreciation is
charged to the earlier of the date of classification to held for sale or the date of sale.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing the net disposal proceeds with the carrying
amount of the asset. These are included in the Consolidated Statement of Comprehensive Income.
NZ$000’s
Notes
Year ended 31 May 2020
Opening net book amount
Additions
Capitalised interest and line fees
Disposals
Depreciation
Transfer to right of use assets
Transfer (to) / from investment
property
Reclassification within property,
plant and equipment
3.4
3.1
Revaluation surplus
Comprehensive income
– Existing care centres
– Care centres recently developed
/ under development
Other comprehensive income3
– Existing care centres
– Care centres recently developed
/ under development
Freehold
Land and
Buildings
Under
Development
Freehold
Land
Freehold
Buildings
Chattels and
Leasehold
Improvements
Total
70,297
70,662
282,417
19,333
442,709
20,776
958
-
-
-
-
-
-
-
-
7,722
790
-
7,643
36,141
-
1,748
(155)
(155)
(8,643)
(3,074)
(11,717)
-
(5,375)
(5,375)
(22,193)
570
17,022
-
(4,601)
(22,759)
3,300
19,459
-
-
(1,034)
454
(313)
-
(95)
72
1,608
2,469
652
6,553
136
20,738
-
-
-
-
(893)
(23)
4,729
27,427
Closing net book amount
54,206
77,496
339,916
18,372
489,990
At 31 May 2020
Cost
Valuation
Accumulated depreciation
Net book amount
-
-
-
47,407
47,407
54,206
77,496
339,916
-
471,618
-
-
-
(29,035)
(29,035)
54,206
77,496
339,916
18,372
489,990
3 The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.
56
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 NZ$000’s
Notes
Freehold
Land and
Buildings
Under
Development
Freehold
Land
Freehold
Buildings
Chattels and
Leasehold
Improvements
Total
44,363
67,124
177,697
14,377
303,561
57,665
2,858
-
-
4
-
-
-
7,485
7,351
72,505
-
(3)
-
2,858
(295)
(298)
(5,797)
(3,638)
(9,435)
3.1
10,666
(2,194)
10,255
-
18,727
(61,727)
(2,180)
62,369
1,538
-
Year ended 31 May 2019
Opening net book amount
Additions
Capitalised interest and line fees
Disposals
Depreciation
Transfer from / (to) investment
property
Reclassification within property,
plant and equipment
Revaluation surplus
Comprehensive income
– Existing care centres
– Care centres recently developed
/ under development
Other comprehensive income4
-
-
443
(7,498)
-
73
-
-
-
-
(7,055)
73
39,785
21,988
– Existing care centres
1,930
7,465
30,390
– Care centres recently developed
/ under development
14,542
-
7,446
Closing net book amount
70,297
70,662
282,417
19,333
442,709
At 31 May 2019
Cost
Valuation
-
-
-
48,304
48,304
70,297
70,662
282,417
-
423,376
Accumulated depreciation
-
-
-
(28,971)
(28,971)
Net book amount
70,297
70,662
282,417
19,333
442,709
Land and Buildings Under Development
A valuation in respect of development land was provided by CBRE Limited as at 30 April 2020.
The Directors do not judge there to have been a material movement in the land value between
30 April 2020 and 31 May 2020 and therefore no adjustment has been made to this value. Any costs
incurred to 31 May 2020 on the developments are included in arriving at the fair value as at 31 May 2020.
The Group has applied the following methodology in relation to the measurement of land and buildings
under development:
Practical completion not achieved
Where the development still requires substantial work such that practical completion is not going to be
achieved, and a reliable estimate of fair value cannot be made, at or close to balance date, the fair value
recognised is the fair value of the development land per the Directors’ valuation plus the cost of any work in
progress. An amount of $20.3m as at 31 May 2020 (2019: $13.5m) has been recognised in relation to these
development sites.
Where an individual development is of both investment property and freehold buildings in nature, the
fair value of land and work in progress is apportioned between investment property under development
and freehold land and buildings under development, by applying the estimated gross floor area for these
respective areas of the development based on information obtained from the project quantity surveyors at
the planning and design stages.
4 The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.
57
3.2 Care Assets: Property, Plant and Equipment (continued)
Practical completion achieved
Where a development is practically completed, or likely to be completed at, or close to, balance date the land
and buildings are measured at its completed fair value per the Directors’ valuation with an adjustment made
for any estimated costs, in accordance with the project budget, to be incurred to complete the development,
and is then transferred to completed land and buildings.
Completed Land and Buildings
A valuation in respect of completed land and buildings was provided by CBRE Limited as at 30 April 2020.
The Directors do not judge there to have been a material movement in the land value between 30 April 2020
and 31 May 2020 and therefore no adjustment has been made to this value.
The valuation of the Group’s care centres was apportioned to land, buildings, chattels and goodwill. The fair
value of land and buildings as calculated by CBRE Limited is based on the level of rent able to be generated
from the maintainable net cash flow of the site subject to average efficient management. The fair value of
the Group’s land and buildings as determined by the Directors is based on these apportionments. However,
chattels are carried at historic cost less depreciation and the amount apportioned to goodwill by CBRE
Limited is not recorded in the consolidated financial statements. The CBRE Limited valuation included
$12.0m of goodwill (2019: $20.6m) in respect of completed land and buildings.
The CBRE Limited valuation used in the determination of the fair value of freehold buildings, incorporates
an allowance in relation to remediation to properties where seismic strength testing has been carried out
in prior years.
Care Suites and Serviced Apartments
As discussed earlier in note 3, where services are provided to residents who occupy accommodation
under an ORA, it is the Group’s policy to look at the significance of these services in the context of the
overall revenue derived from the care suite or serviced apartment in ascertaining whether the care suite or
serviced apartment is property, plant and equipment or investment property. Care suite residents occupying
accommodation under an ORA receive a significant level of services. Hence, they are included in property,
plant and equipment. Care suite land and buildings are held at fair value.
Where a site is in its first few years of operation, the Directors assess the appropriateness of the fair
value of care suites by taking into consideration the CBRE Limited valuation and applying different
operating assumptions including instances where care suites are occupied by residents paying a premium
accommodation charge. As at 31 May 2020 the Directors have adjusted the CBRE Limited valuation in
respect of two sites. This adjustment decreased the CBRE Limited valuation by $8.7m (2019: $9.6m).
The CBRE Limited valuation includes $0.6m of goodwill (2019: $0.4m). This goodwill is not recognised
in the consolidated financial statements.
Key Accounting Estimates and Judgements
All land and buildings have been determined to be Level 3 (2019: Level 3) in the fair value hierarchy as the
fair value is determined using inputs that are unobservable.
Critical Judgements and Estimates in Applying Accounting Policies
Classification of Care Suites
An area of significant judgement is determining the classification of those properties which are operated
as care suites. Refer note 3 for further information.
Valuation of Freehold Land and Buildings
The valuation approach for the freehold land and buildings as at 30 April 2020 was an income
capitalisation approach and/or discounted cash flow analysis supplemented by the direct comparison
approach. The valuation is determined by the capitalisation of net cash flow profit/earnings before interest,
tax, depreciation, amortisation and rent (“EBITDAR”) under the assumption a positive cash flow will be
generated into perpetuity. Capitalisation rates used for the 30 April 2020 valuation range from 11.0% to
17.75% with a median value of 13.0% (30 April 2019: 11.0% to 17.8% with median value of $13.4%). The valuation
was apportioned between land, buildings, chattels / plant and equipment and goodwill to determine the fair
value of the assets.
58
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 The significant unobservable input used in the fair value measurement of the Group's development land
is the value per m2 assumption. Increases in the value per m2 rate result in corresponding increases in the
total valuation.
The significant unobservable input used in the fair value measurement of the Group's portfolio of completed
land and buildings is the capitalisation rate applied to earnings. A significant decrease / (increase) in the
capitalisation rate would result in significantly higher / (lower) fair value measurement.
Sensitivities
At 31 May 2020
Freehold land and buildings
Valuation $NZ000’s
Difference $NZ000’s
Difference %
Adopted Value
Capitalisation Rate +50 bp
Capitalisation Rate -50 bp
417,412
(23,041)
(5.5%)
28,316
6.8%
At 31 May 2019
Adopted Value
Capitalisation Rate +50 bp
Capitalisation Rate -50 bp
Freehold land and buildings
Valuation $NZ000’s
Difference $NZ000’s
Difference %
At 31 May 2020
Completed care suite
property
353,079
(19,922)
(5.6%)
23,951
6.8%
Adopted
Value
Discount Rate
+0.5%
Discount Rate
-0.5%
Property
Growth Rate
+50 bp
Property
Growth Rate
-50 bp
Valuation $NZ000’s
113,395
Difference $NZ000’s
Difference %
(6,259)
(3.8%)
7,692
4.0%
6,897
6.1%
(7,216)
(6.4%)
At 31 May 2019
Completed care suite
property
Adopted
Value
Discount Rate
+0.5%
Discount Rate
-0.5%
Property
Growth Rate
+50 bp
Property
Growth Rate
-50 bp
Valuation $NZ000’s
196,602
Difference $NZ000’s
Difference %
(7,326)
(3.7%)
7,798
4.0%
11,379
5.8%
(9,589)
(4.9%)
59
3.2 Care Assets: Property, Plant and Equipment (continued)
Assets Held for Sale
Assets are classified as held for sale when their carrying amount is to be recovered principally through a sale
transaction and a sale is considered highly probable. They are measured at the lower of carrying amount and
fair value less costs to sell, except for investment property assets held for sale which are carried at fair value.
Carrying Value of Assets
The carrying amount at which both land and buildings would have been carried had the assets been
measured under historical cost is as follows:
$NZ000’s
Carrying amount
– Historical cost 2020
Carrying amount
Freehold
Land
Freehold
Buildings
Freehold Land and
Buildings Under
Development
Total
36,911
226,382
21,929
285,222
– Historical cost 2019
41,806
182,949
8,867
233,622
3.3 Refundable Occupation Right Agreements
What is an ORA?
An ORA is a contract which sets out the terms and conditions of occupation of an independent living unit
or care suite. A new resident is charged a refundable occupation licence payment in consideration for
the right to occupy one of the Group's units, apartments or care suites. On termination of the ORA the
occupation licence payment is repaid to the exiting resident.
What is DMF?
An amount equal to a capped percentage of the occupation licence payment is charged by the Group
as a management fee for the right of use and enjoy the common areas of the village. The deferred
management fee is payable by the resident on termination of the ORA.
Accounting Policy
The occupation licence payment becomes payable when the ORA is unconditional and has either “cooled
off” or where the resident is in occupation. The Group has a legal right to set-off any amounts owing to the
Group by a resident against that resident's licence payment. Such amounts include deferred management
fees, recovery of village operating costs and recovery of outstanding obligations to the village.
The management fee receivable is recognised in accordance with the terms of the resident’s ORA.
The deferred management fee represents the difference between the management fees receivable under
the ORA and the portion of the management fee accrued which is recognised on a straight-line basis over
the longer of the term specified in a resident's ORA or the average expected occupancy for the relevant
accommodation i.e. 7 years for units, 5 years for apartments and 3 years for care suites (2019: 7yrs, 5yrs, 3yrs).
The management fee recognised in the Consolidated Statement of Comprehensive Income represents
income earned in line with the average expected occupancy.
Included in the obligation to residents is an estimate of the amount expected to be paid to those residents
whose ORA or unit title arrangement allows them to participate in the resale gain of the unit or apartment
they occupy.
As the refundable occupation licence payment is repayable to the resident upon termination (subject to a
new ORA being issued to an incoming resident), the fair value is equal to the face value, being the amount
that can be demanded.
60
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 $NZ000’s
Village
Refundable occupation licence payments
Residents’ share of resale gains
Less: Management fee receivable (per contract)
Leasehold Village5
Refundable occupation licence payments
Less: Management fee receivable (per contract)
Care Suites
Refundable occupation licence payments
Accommodation rebate
Less: Management fee receivable (per contract)
May 2020
May 2019
501,739
5,870
(100,912)
406,697
456,349
6,900
(85,178)
378,071
33,015
(3,809)
29,206
-
-
-
120,506
559
(21,598)
99,467
71,811
738
(14,139)
58,410
Total refundable occupation right agreements
535,370
436,481
Reconciliation of Management Fees recognised under NZ IFRS and per ORA
$NZ000’s
Village
Management fee receivable (per contract)
Deferred management fee
Management fee receivable (per NZ IFRS)
Leasehold Villages
Management fee receivable (per contract)
Deferred management fee
Management fee receivable (per NZ IFRS)
Care Suites
Management fee receivable (per contract)
Deferred management fee
Management fee receivable (per NZ IFRS)
May 2020
May 2019
(100,912)
27,979
(72,933)
(85,178)
23,433
(61,745)
(3,809)
1,621
(2,188)
-
-
-
(21,598)
4,744
(14,139)
3,569
(16,854)
(10,570)
5 As at 31 May 2019 the refundable occupation right agreements in relation to Everil Orr were included with the Village numbers and
totalled $13.8m.
61
3.4 Leases
What’s a right of use asset?
Right of use assets are assets held under a lease arrangement. It represents the value of the lessee’s
right of use an asset over the life of the lease. There is a corresponding lease liability on the Balance Sheet
which represents the present value of the future lease payments.
The accounting treatment of leases has changed in the current year due to the adoption of NZ IFRS 16,
refer to note 5.7 for details.
Accounting Policy
The Group adopted NZ IFRS 16 on 1 June 2019. The leases to which this standard applies include;
(i)
one retirement village which meets the definition of an investment property,
(ii) three care facilities which meet the definition of land and buildings,
(iii) one support office building which meets the definition of land and buildings, and
(iv) equipment and motor vehicles under lease agreements which are classified as chattels.
Right of use assets and lease liabilities arising from a lease are initially measured on a present value basis.
Lease liabilities include the net present value of the remaining lease payments. Lease payments to be made
under reasonably certain extension options are also included in the measurement of the liabilities.
Right of use assets are initially recognised at cost, comprising of the initial amount of the lease liability less
any lease incentives received. Right of use assets relating to equipment and motor vehicles, recognised in
chattels, are subsequently depreciated using the straight line method from the commencement date to
the end of the lease. Right of use assets relating to care centres are subsequently measured at fair value as
determined by the Directors having taken into consideration the valuation performed by CBRE Limited. In
considering the lease term, the Group applies judgement in determining whether it is reasonably certain that
an extension or termination option will be exercised.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily
determined the incremental borrowing rate at the commencement of the lease is used.
Right of Use Asset
May 2020
$NZ000’s
Opening net book value
Recognition on adoption
of NZ IFRS 16 Leases
Transfer from investment property /
property, plant and equipment
Additions
Disposals
Depreciation
Revaluation for the year –
Comprehensive Income
Revaluation for the year6 –
Other Comprehensive Income
Net book value as at 31 May 2020
Notes
Investment
Property
Land and
Buildings
-
-
3.1 , 3.2
14,006
6
-
-
Chattels
-
Total
-
-
5,423
235
5,658
-
8
-
5,375
1,336
(5)
19,381
1,350
(5)
(623)
(2,096)
(2,719)
17,128
(42)
-
31,140
71
4,837
-
-
17,086
71
4,845
40,822
6 The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.
62
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 May 2020
$NZ000’s
Cost
Valuation
Accumulated depreciation
Net book value as at 31 May 2020
Investment
Property
Land and
Buildings
-
31,140
-
31,140
-
4,837
-
4,837
Chattels
8,935
-
(4,090)
4,845
Total
8,935
35,977
(4,090)
40,822
A reconciliation between the valuation and the amount recognised on the Consolidated Balance Sheet as
right of use investment property is as follows:
$NZ000’s
Right of use Investment Property
Valuation
Add: Refundable occupation licence payments
Less: Management fee receivable
May 2020
313
33,015
(2,188)
31,140
The valuation of right of use investment property is adjusted for cashflows relating to refundable occupation
licence payments and management fee receivable recognised separately on the Consolidated Balance Sheet
and also reflected in the valuation model.
Lease Liabilities
May 2020
$NZ000’s
Opening net book value
Recognition on adoption of
NZ IFRS 16 Leases
Transfer from borrowings
Additions
Interest
Lease payments made
Lease liabilities as at 31 May 2020
Notes
Investment
Property
Land and
Buildings
4.4
-
-
-
-
-
-
-
-
8,444
-
-
471
(1,050)
7,865
Chattels
-
278
5,517
1,331
508
(2,498)
5,136
Total
-
8,722
5,517
1,331
979
(3,548)
13,001
63
3.4 Leases (continued)
Lease of Investment Property
The Group leases one site, Everil Orr, which meets the definition of investment property. The site comprises
both apartments and common facilities provided for use by residents under the terms of an ORA. Payments
to the lessor under this lease are made as ORAs are sold. Subsequent cash flows upon the sale and resale of
the units are shared between the lessor and the Group.
Due to the variability of these payments both the right of use asset and the corresponding lease liability were
initially recognised at nil value. Rental payments are recognised as a rental expense through the Consolidated
Statement of Comprehensive Income. The right of use asset is held at fair value in accordance with NZ IAS 40
Investment Property. The fair value is determined by the Directors having taken into consideration the
valuation conducted by CBRE Limited at 30 April 2020. The valuation has been adjusted by the Directors for
the impact of any sale of ORAs between 1 May 2020 and 31 May 2020 to arrive at the fair value as at 31 May
2020 and any changes in fair value are taken to the Consolidated Statement of Comprehensive Income.
The carrying value of the right of use asset as at 31 May 2020 in respect of this leased site is $31.1m
(2019: $14.0m, included within completed investment property above refer note 3.1).
Lease of Property, Plant and Equipment
The Group leases three care centres which are valued as right of use assets as well as one support office
building and various equipment and motor vehicles.
A valuation in respect of right of use property assets was provided by CBRE Limited as at 30 April 2020.
The Directors do not consider there to have been a material movement in the right of use asset value
between 30 April 2020 and 31 May 2020 and therefore no adjustment has been made to this value.
64
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 4. Shareholder Equity and Funding
4.1 Shareholder Equity and Reserves
Accounting Policy
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.
Share capital
Authorised, issued and fully paid up capital
Total contributed equity
Movements
Opening balance of ordinary shares issued
Shares issued for long term incentive plan
Shares issued for employee share scheme
Shares issued for dividend reinvestment plan
May 2020
Shares
May 2019
Shares
May 2020
$NZ000’s
May 2019
$NZ000’s
618,056,183
610,254,535
618,056,183
610,254,535
588,389
588,389
580,794
580,794
610,254,535
610,254,535
580,794
579,498
-
1,004,640
6,797,008
-
-
-
-
-
7,595
1,296
-
-
Closing balance of ordinary shares issued
618,056,183
610,254,535
588,389
580,794
All ordinary shares are authorised and rank equally with one vote attached to each fully paid ordinary share.
The shares have no par value. The Company incurred no transaction costs issuing shares during the period
(2019: nil).
Long Term Incentive Plan
During the year to 31 May 2019 an amount of $1.3m was recognised in equity in respect of 2,730,772 shares
which had previously vested but for which the loan was repaid in accordance with the terms of the 2015
Long Term Incentive Plan (“LTIP”).
Two Executive Team members resigned during the period. 886,077 shares were previously allotted to these
employees as part of the 2017 Long Term Incentive Plan. At the end of the employees' notice periods the
beneficial ownership of the shares was transferred to OCA Employees Trustee Limited, a Group subsidiary,
pursuant to the exercise of a call option by the Trustee under the terms of the Company's Executive Long
Term Incentive Plan.
The remaining shares held with respect to the 2017 Long Term Incentive Plan did not vest as at 31 May 2020.
Refer to note 4.3.
Employee Share Scheme
During the year to 31 May 2020, 1,004,640 shares were issued as part of an employee share scheme (“ESS”).
All permanent employees were invited to participate. Full time employee participants were allocated an
equivalent of $800 of shares and part time employee participants were allocated an equivalent of $400
of shares with a total of 1,004,640 shares issued under this scheme. The shares are held in trust and will
be transferred to the employee if the employee remains employed by Oceania (or any of its subsidiaries)
for the following three years.
Dividend Reinvestment Plan (“DRP”)
2,272,880 shares with a value of $1.0018 per share were issued in the year to 31 May 2020 in relation to the
31 May 2019 dividend reinvestment plan.
A further 4,524,128 shares with a value of $1.175 per share were also issued in the year to 31 May 2020 in
relation to the 30 November 2019 dividend reinvestment plan.
Recognition and Measurement
None of the above issued shares are held by the Group or its subsidiaries with the exception of shares issued
to OCA Employees Trustee Limited, a subsidiary, on behalf of Oceania employees in relation to a long term
incentive plan and in relation to an ESS as detailed above.
The shares issued for both the LTIP and ESS are classified as Treasury Shares as the Group has a beneficial
interest in the 4,169,196 shares (1,004,640 ESS shares, 3,164,556 LTIP shares).
65
4.1 Shareholder Equity and Reserves
Group Structure
As at 31 May 2019 the Group’s largest shareholder was Oceania Healthcare Holdings Limited (“OHHL”) with
a holding of 41.16%. On 3 February 2020 OHHL sold their remaining shareholding.
Dividends
On 23 July 2020, a full year dividend of 1.2 cents per share (not imputed) was declared and will be paid on
17 August 2020. The record date for entitlement is 3 August 2020.
Final dividend for the prior year
Interim dividend for period
Total dividends declared during the period1
2.6
2.3
15,867
14,037
29,904
2.6
2.1
May 2020
cents per share
May 2020
$NZ000’s
May 2019
cents per share
May 2019
$NZ000’s
15,867
12,815
28,682
Dividend Reinvestment Plan
On 25 July 2019, the Board approved the implementation of a dividend reinvestment plan for New Zealand
and Australian shareholders. This plan was effective for both the FY2019 final dividends and the FY2020
interim dividends paid. This plan shall also be effective for the dividend payable on 17 August 2020 at
a discount of 2.5% to the volume weighted average price of shares sold on the NZX Main Board over a
period of five trading days starting on 31 July 2020. The dividend reinvestment plan shall apply to those
shareholders who have provided a participation election by 5:00pm on the dividend election date, being
4 August 2020.
Asset Revaluation Reserve
The asset revaluation reserve is used to record the revaluation of freehold land and buildings and land and
buildings under development.
Cash Flow Hedge Reserve
The cash flow hedge reserve is used to record gains or losses on instruments used as cash flow hedges.
The amounts are recognised in the Consolidated Statement of Comprehensive Income when the hedged
transaction affects profit or loss. Refer note 5.6.
4.2 Earnings per Share
Basic
Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average
number of ordinary shares outstanding during the year.
$NZ000’s
(Loss) / Profit after tax ($’000)
Weighted average number of ordinary shares outstanding ('000s)
Basic earnings per share (cents per share)
May 2020
(13,642)
610,711
(2.2)
May 2019
45,371
604,367
7.5
Diluted
Diluted Earnings per share is calculated by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary shares. As at 31 May 2020 there were
no shares with a dilutive effect (31 May 2019: nil).
(Loss) / Profit after tax ($’000)
Diluted weighted average number of ordinary shares outstanding ('000s)
Diluted earnings per share (cents per share)
May 2020
(13,642)
610,711
(2.2)
May 2019
45,371
607,070
7.5
1 Total dividends declared during the period differs to dividends paid per the Consolidated Statement of Changes in Equity as a result
of dividends payable on LTIP scheme which remain within the Group until vesting.
66
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 4.3 Employee Share Based Payments
Long Term Incentive Plan (“LTIP”)
The Company operated a LTIP for certain members of the Executive and Senior Management Team (“the
Participants”) during the year. The vesting of shares depended upon the satisfaction of performance hurdles.
Under the scheme the Group provided interest free limited recourse loans to fund the acquisition of shares
by the Participants. In substance the arrangement was determined as an employee share option. The shares
were treated as treasury stock from issue due to the features of the scheme.
A reconciliation of the share rights on issue is provided below.
Shares
Opening balance
Granted during the year
Vested during the year
Forfeited during the year – terminated employees
Forfeited during the year
Closing balance
2017 Long Term Incentive Plan
May 2020
May 2019
3,164,556
-
-
(886,077)
(2,278,479)
3,164,556
-
-
-
-
-
3,164,556
The first vesting criterion in relation to the 2017 Long Term Incentive Plan was a requirement for participants
to be employed by the Group at the vesting dates in order for the shares to vest. Two Executive Team
members resigned during the year. At the end of the employees’ notice periods the beneficial ownership
of the shares was transferred to OCA Employees Trustee Limited, a Group subsidiary, pursuant to the
exercise of a call option by the Trustee under the terms of the Company's Executive Long Term Incentive
Plan. As a result a total of 886,077 shares previously allotted to these employees as part of the 2017 Long
Term Incentive Plan were forfeited.
For those remaining employees, the second vesting criterion was the achievement of a minimum Compound
Annual Growth Rate in underlying net profit after tax per share of 35.0% per annum over the three year
period until 31 May 2020. The vesting condition has not been met and as such the remaining 2,278,479 shares
in the 2017 Long Term Incentive Plan as held by OCA Employees Trustee Limited on behalf of the Participants
will no longer vest on the business day after the consolidated financial statements for the 31 May 2020
financial year are released. These shares were therefore called back by OCA Employees Trustee Limited.
These shares continue to be held by OCA Employees Trustee Limited and therefore continue to meet the
definition of Treasury Shares.
The expense previously recognised in reserves of $0.4m, has now been released and recognised as a
credit in the year to 31 May 2020 and no expense has been recognised in respect of this scheme in the
year to 31 May 2020.
Employee Share Scheme
On 25 July 2019, 1,004,640 shares were issued as part of an employee share scheme (“ESS”). All permanent
employees as at that date were invited to participate. Full time employee participants were allocated an
equivalent of $800 of shares and part time employee participants were allocated an equivalent of $400 of
shares. The shares are held in trust and will be transferred to the employee if the employee remains employed
by Oceania (or any of its subsidiaries) for the following three years.
67
4.4 Borrowings
Accounting Policy
Borrowings are initially recognised at fair value, including transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs)
and the redemption amount is recognised in the Consolidated Statement of Comprehensive Income over
the period of the borrowings using the effective interest method.
Specific borrowing costs directly attributable to the acquisition, construction or production of qualifying
assets, which are assets that necessarily take a substantial period of time to get ready for their intended
use or sale, are added to the cost of those assets, until such a time as the assets are substantially ready for
their intended use. Other borrowing costs are recognised in the Consolidated Statement of Comprehensive
Income in the period in which they are incurred.
$NZ000’s
Secured
Bank loans
Capitalised loan costs
Finance leases2
Total borrowings
Current
Non current
Total borrowings excluding capitalised loan costs
Recognition and Measurement
Bank Loans
May 2020
May 2019
326,686
(1,232)
-
325,454
-
326,686
326,686
265,487
(845)
5,517
270,159
1,600
269,404
271,004
Interest is charged using the BKBM Bill rate plus a margin and line fee. Interest rates applicable in the year
to 31 May 2020 ranged from 2.52% to 3.85% (year to 31 May 2019: 2.94% to 3.48%).
Debt Financing
On 6 July 2018 an agreement was entered into with the banking syndicate to increase total debt facility
limits from $235m to $350m as follows:
(i) General Corporate Facility limit increased to $135m (formerly $75m); and
(ii) Development Facility limit increased to $215m (formerly $160m).
The maturity of borrowings was extended to 31 July 2023.
In addition to the above, on 3 April 2020 a further agreement was entered into with the banking syndicate
to increase the facility limit from $350m to $420m through the introduction of a third facility as follows:
(iii) General Facility limit $70m with an expiry date of 30 September 2021.
2 NZ IFRS 16 Leases was adopted in the year. Leases are now disclosed in note 3.4.
68
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 Financing Arrangements
At 31 May 2020, the Group held committed bank facilities with drawings as follows:
$NZ000’s
General Corporate Facility
Development Facility
General Facility
Total
May 2020
Committed
135,000
215,000
70,000
420,000
May 2020
Drawn
118,567
208,119
-
May 2019
Committed
135,000
215,000
-
May 2019
Drawn
101,961
163,526
-
326,686
350,000
265,487
The Group’s revolving Development Facility is utilised to cover costs associated with current development
projects. The revolving General Corporate Facility is used for general corporate purposes as well as for
development land and initial costs for projects not currently funded by the Development Facility.
Interest on the General Corporate Facility is typically payable quarterly. Interest on the Development Facility
is capitalised and repaid together with principal using the ORA licence proceeds received upon settlement
of initial sales of newly developed units and care suites. Line fees are payable quarterly on the committed
General Corporate Facility and the Committed Development Facility.
The financial covenants in the Group’s senior debt facilities, with which the Group must comply include:
a) Interest Cover Ratio – the ratio of Adjusted EBITDA to Net Interest Charges is not less than 2.0x;
b) Loan to Value Ratio – the ratio of total bank indebtedness shall not exceed 50% of the total property
value of all Group’s properties (including the “as-complete” valuations for projects funded under the
Development Facility); and
In addition to the above, a third covenant in respect of development was added on 3 April 2020 at the time
of the addition of the General Facility of $70m.
c) Development – At all times the outstanding principal amount under the Development Facility shall not
exceed the Development Value. Development Value is the aggregate value of all Residential Facilities
(per the most recent valuation and excluding any settled stock) in all Developments that are being funded
by the Development Facility less their costs to complete.
The covenants are tested half yearly. All covenants have been complied with during the year. The Group
has agreed with its banks that the calculation of Adjusted EBITDA and Net Interest, for the purposes of the
financial covenants, shall continue to be based on the accounting treatment in use before the introduction
of NZ IFRS 16.
Assets Pledged as Security
The bank loans of the Group are secured by mortgages over the Group’s care centre freehold land and
buildings and rank second behind the Statutory Supervisors where the land and buildings are classified as
investment property and investment property under development.
As at 31 May 2020 the balance of the bank loans over which the properties are held as security is $327m
(31 May 2019: $265m), the total commitment as at 31 May 2020 is $420m (31 May 2019: $350m).
69
4.4 Borrowings (continued)
Net Debt Reconciliation
Cash and cash equivalents include cash on hand. The following provides an analysis of net debt and the
movements in net debt for the year.
$NZ000’s
Cash and cash equivalents
Debt – repayable within one year
Debt – repayable after one year
Cash and liquid investments
Gross debt – fixed interest rates
Gross debt – floating interest rates
May 2020
17,624
(2,407)
(337,280)
May 2019
22,762
(1,600)
(269,404)
(322,063)
(248,242)
17,624
(113,001)
(226,686)
22,762
(105,517)
(165,487)
(322,063)
(248,242)
NZ$000’s
Cash
Liabilities from Financing Activities
Leases
due within
1 year
Leases
due after
1 year
Borrowings
due within
1 year
Borrowings
due after
1 year
Total
Net Debt as at 31 May 2018
18,288
(2,064)
(3,777)
Cash flows
Acquisitions
Terminations
Other non-cash movements
4,474
-
-
-
230
(570)
909
(105)
2,196
(3,475)
1,622
(483)
Net debt as at 31 May 2019
22,762
(1,600)
(3,917)
Net Debt as at 31 May 2019
22,762
(1,600)
(3,917)
Recognition on adoption
of NZ IFRS 16 Leases
Cash flows
Acquisitions
Terminations
Other non-cash movements
-
(5,138)
-
-
-
(786)
337
(188)
5
(7,936)
3,211
(1,148)
-
(175)
(804)
Net debt as at 31 May 2020
17,624
(2,407)
(10,594)
-
-
-
-
-
-
-
-
-
-
-
-
-
(163,283)
(150,836)
(98,519)
(91,619)
-
-
(4,045)
2,531
(3,685)
(4,273)
(265,487)
(248,242)
(265,487)
(248,242)
-
(8,722)
(56,882)
(58,472)
-
-
(1,336)
5
(4,317)
(5,296)
(326,686)
(322,063)
70
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 5. Other Disclosures
5.1 Income Tax
What is Current Tax?
Current tax is an estimate of the tax that is payable to Inland Revenue for the current financial period.
What is Deferred Tax?
Deferred tax is an estimate of income tax that will be payable or recoverable in respect of temporary
differences relating to the accounting and tax values of the Group’s assets and liabilities. Deferred
tax also includes the value of tax losses that we consider we will use in the future to meet any income
tax obligation.
Accounting Policy
The tax expense or benefit for the year comprises current and deferred tax. Tax is recognised in the
calculation of profit for the year in the Consolidated Statement of Comprehensive Income, except to
the extent that it relates to items recognised in other comprehensive income. In this case the tax is
also recognised in other comprehensive income.
The current income tax charge is calculated on the basis of the tax laws enacted at the year end.
The Directors periodically evaluate positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation.
Deferred income tax is recognised, using the liability method, on temporary differences arising between
the tax base of assets and liabilities and their carrying amounts in the consolidated financial statements.
However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws)
that have been enacted or substantially enacted by the Balance Sheet date and are expected to apply
when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit
will be available against which the temporary differences, and losses, can be utilised.
71
5.1 Income Tax (continued)
$NZ000’s
Income tax benefit
Current tax
Deferred tax
Taxation expense is calculated as follows:
(Loss) / Profit before income tax
Tax at the New Zealand tax rate of 28%
Adjusted by the tax effect of:
Non-deductible impairment of goodwill
Non-deductible expenditure
Capitalised interest deductible for tax
Taxable deferred management fees
Non-assessable revaluation of investment property
Taxable depreciation
Accounting depreciation
Right of use asset
Non-deductible impairment / (reversal of non-deductible impairment)
of fixed asset
Adjustment for timing difference of provisions
Other
Losses generated / (utilised)
Current tax expense
Impact of movements in investment property
Impact of movements in property, plant and equipment
Impact of movements in right of use assets
Other adjustments
Deferred management fee
Prior period adjustments: treatment of DMF income
Prior period adjustments: other
Losses utilised or derecognised / (recognised)
Deferred tax benefit
Income tax benefit
May 2020
May 2019
-
(14,666)
(14,666)
(28,308)
(7,926)
137
4
(1,783)
(1,531)
1,287
(4,472)
3,335
42
268
272
-
10,367
-
(8,583)
(10,873)
(89)
(271)
1,531
-
367
3,252
-
(13,576)
(13,576)
31,795
8,903
2,676
208
(1,937)
931
(13,049)
(2,856)
2,294
-
1,955
215
-
660
-
(170)
(1,354)
-
(185)
(931)
(6,138)
(1,048)
(3,751)
(14,666)
(13,576)
(14,666)
(13,576)
72
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 Movement in the Deferred Tax Balance:
$NZ000’s
Investment property
Property, plant and equipment
Right of use assets
Provisions and other assets / liabilities
DMF revenue in advance
Tax losses
Balance
1 June 2019
(9,264)
(22,504)
-
6,123
7,069
3,751
Deferred tax (liabilities) / assets
(14,825)
Recognised in
Consolidated
Statement of
Comprehensive
Income
Recognised
in Other
Comprehensive
Income1
Balance
31 May 2020
8,304
10,785
89
271
(1,531)
(3,252)
14,666
-
(960)
(2,932)
(14,651)
840
2,251
-
-
159
929
8,645
5,538
499
-
$NZ000’s
Investment property
Property, plant and equipment
Provisions and other assets / liabilities
DMF revenue in advance
Tax losses
Deferred tax liabilities
Recognised in
Consolidated
Statement of
Comprehensive
Income
360
Recognised
in Other
Comprehensive
Income
-
1,636
760
7,069
3,751
(5,670)
604
-
-
Balance
1 June 2018
(9,624)
(18,470)
4,759
-
-
Balance
31 May 2019
(9,264)
(22,504)
6,123
7,069
3,751
(23,335)
13,576
(5,066)
(14,825)
Recognition and Measurement
No income tax was paid or payable during the year (2019: nil).
Key Accounting Judgements
Deferred Tax on Investment Property
Deferred tax on investment property is assessed on the basis that the asset value will be realised through
use (“Held for Use”).
An initial recognition exemption has been applied to newly developed village sites in accordance with
NZ IAS 12.
The Group’s ORAs comprise two distinct cash flows (being an ORA deposit upon entering the unit and the
refund of this deposit upon exit). In determining the tax base of investment property, the Group considered
whether taxable cash flows are received at the end of the ORA period (i.e. upon refund of the ORA deposit
by way of set off on exit by a resident) or at the beginning of the ORA period (i.e. at time of the receipt of
the ORA deposit). The Group has carefully evaluated all the available information and considers it appropriate
to recognise and measure the tax base and associated deferred tax based on the taxable cash flows being
receivable at the end of the ORA period as this best represents the Group’s contractual entitlement.
In calculating deferred tax under the Held for Use methodology, the Group has made significant judgements
to determine taxable temporary differences. The carrying value of the Group’s investment property is
determined on a discounted cash flow basis and includes cash flows that are both taxable and non-taxable
in the future. The Group has recognised deferred tax on the cash flows with a future tax consequence being
DMF as provided by CBRE Limited, to the extent that it arises from depreciable components (i.e. buildings)
of the investment property. The Group uses the council rateable valuations to estimate the apportionment
of cash flows arising from the depreciable (i.e. buildings) and non-depreciable components (i.e. land).
1 Includes the tax effect of the opening retained earnings adjustment on adoption of NZ IFRS 16.
73
5.1 Income Tax (continued)
Deferred Tax on Freehold Buildings
Due to the re-introduction of depreciation on residential buildings after the enactment of COVID-19 Response
(Taxation and Social Assistance Urgent Measures) Act 2020, $13.5m of deferred tax liability that was held in
respect of freehold buildings as at 31 May 2019 was derecognised at 31 May 2020.
Recognition of Deferred Tax on Deferred Management Fee
The interpretation of New Zealand tax laws in relation to DMF involves significant judgements and uncertainty.
During October 2018, the Group obtained a binding ruling from Inland Revenue, applicable for ORAs entered
into after 1 June 2018 with certain revisions to the terms and conditions relating to the DMF. Pursuant to this
ruling DMF revenue is recognised as derived on the exit of a unit or care suite by a resident.
Recognition of Deferred Tax on Tax Losses
The Company and its subsidiaries exited the former OHHL tax consolidated group from 31 May 2015.
All tax losses incurred by the Company and its subsidiaries until 31 May 2015 are tax losses of the OHHL
consolidated tax group (of which the Group is no longer a member).
On 5 September 2018 the Group forfeited all losses ($18.9m) generated prior to the IPO of the Company as
a result of the sale of 15.56% of OHHL’s shareholding. This resulted in the cessation of shareholder continuity.
On 3 February 2020 OHHL sold its remaining shareholding and at this point all losses which remained at the
point of the cessation of shareholder continuity, 5 September 2018, were also forfeited.
After allowing for the utilisation of losses to offset additional taxable income arising from the change in
recognition of DMF revenue, the forfeiture of losses generated prior to IPO on 5 September 2018, the
forfeiture of losses on the 3 February 2020 OHHL sell down and taking into consideration the new losses
generated in the year to 31 May 2020, the Group now has an estimated $53.4m (2019: $25.6m) of available
tax losses at 31 May 2020. These are effectively the tax losses generated after 5 September 2018 which will
be retained by the Group provided there are no other significant shareholding changes.
The Group may recognise deferred tax assets to the extent that it is probable that the Group will generate
future economic profits to offset the deferred tax assets or to the extent that they offset deferred tax
liabilities. As a result of changes in legislation in respect of deferred tax on property assets during the year
the Group is now in a small deferred tax liability position excluding the impact of tax in relation to losses.
A deferred tax asset of $0.5m has been recognised as at 31 May 2020 in order to offset the net deferred
tax liability position. All other available losses generated after 5 September 2018 are held off balance sheet
and are noted below:
NZ$000’s
Opening balance – tax losses
Prior period adjustments: treatment of DMF income
Prior period adjustments: other
Losses per Inland Revenue
Losses utilised for the period
Losses forfeited during the year
Losses generated during the year
Closing balance – tax losses
May 2020
25,589
-
(2,280)
23,309
-
(6,900)
37,026
53,435
May 2019
64,583
(21,923)
(3,743)
38,917
(11,039)
(15,684)
13,395
25,589
74
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 5.2 Intangible Assets
Accounting Policy
Goodwill
Goodwill represents the excess of cost of an acquisition over the fair value of the Group's share of the
net identifiable assets of the acquired subsidiary or business at the date of acquisition. Goodwill is not
amortised. Instead, goodwill is tested at least once annually for impairment at 31 May and carried at cost less
accumulated impairment losses. Impairments are recognised in the Statement of Comprehensive Income.
Gains and losses on the disposal of an entity or cash generating unit (“CGU”) include the carrying amount of
goodwill relating to the entity or CGU sold. Goodwill is allocated to CGUs and these CGUs are grouped where
appropriate for the purpose of impairment testing. The allocation is made to those CGUs or groups of CGUs
that are expected to benefit from the business combination in which the goodwill arose.
Computer Software
Costs associated with maintaining computer software programmes are recognised as an expense as incurred.
Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring
to use the specified software. These costs are amortised on a straight line basis over their estimated useful
lives (2.5 years).
$NZ000’s
Year ended 31 May 2019
Opening net book amount
Additions
Amortisation
Impairment charge
Disposal
Closing net book amount
As at 31 May 2019
At cost
Accumulated amortisation and impairment
Net book amount
Year ended 31 May 2020
Opening net book amount
Additions
Amortisation
Impairment charge
Disposal
Closing net book amount
As at 31 May 2020
At cost
Accumulated amortisation and impairment
Net book amount
Impairment Test for Goodwill
Goodwill
Software
Total
16,817
-
-
(8,149)
(1,612)
7,056
581
1,140
(109)
-
-
1,612
17,398
1,140
(109)
(8,149)
(1,612)
8,668
207,387
(200,331)
7,056
4,820
(3,208)
1,612
212,207
(203,539)
8,668
7,056
-
-
(491)
-
6,565
1,612
2,709
(56)
-
-
4,265
8,668
2,709
(56)
(491)
-
10,830
207,387
(200,822)
6,565
7,021
(2,756)
4,265
214,408
(203,578)
10,830
The carrying value of goodwill has been assessed on a site by site basis taking into account the site's results
as a whole.
The carrying amount of goodwill at each site is not significant in comparison to the total amount of goodwill.
All goodwill is allocated to the care CGUs.
Key Judgements in Applying the Accounting Policies
Care CGUs Recoverable Amount
The recoverable amount of the individual care sites has been determined based on an external valuation
of fair value less costs to sell by CBRE Limited as an external valuer. The fair value less costs to sell is
considered level 3 in the fair value hierarchy. This has been used for comparison to current carrying value.
The assumptions used in determining the fair value for care centres are disclosed in note 3.2.
75
5.3 Trade and Other Receivables
Accounting Policy
Trade receivables are amounts due from residents and various government agencies in the ordinary
course of business and are recognised initially at fair value, being its transaction price, plus transaction
costs. Trade receivables are held with the objective of collecting the contractual cash flows and therefore
they are subsequently measured at amortised cost using the effective interest method, less a provision
for impairment.
Occupation licence payment receivables are recognised at the point in time that an ORA becomes
unconditional and has either “cooled off” or where the resident is in occupation, and the resident has not
yet made all of the contractual licence payment to the Group. The long term portion of this receivable has
been discounted by $0.4m after applying the 5 year swap rate adjusted for the BKBM rate as a proxy for
cost of capital.
$NZ000’s
Net trade and other receivables
Trade receivables
Less: Loss allowance
Occupation licence payment receivable
Prepayments
Trade and other receivables
May 2020
May 2019
13,032
(435)
12,597
27,636
1,397
41,630
11,317
(428)
10,889
31,282
1,370
43,541
Recognition, Measurement and Judgements in Applying Accounting Policies
The Group applies the simplified approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables and requires recognition from initial recognition of the
trade receivable. To measure expected credit losses, trade receivables have been grouped and reviewed
on the basis of the number of days since resident departure and the funding stream and type of debtor.
Judgement is used in selecting the inputs to the impairment calculation and is based on past history and
forward looking assumptions.
The Group has the following financial assets subject to the application of the expected credit loss model:
– Trade receivables from care operations for the provision of care fees revenue for rest home and hospital
fees. These are split between private amounts owed by residents and amounts due from agencies such
as the Ministry of Health and ACC.
– Trade receivables from village operations for the provision of weekly service fees and occupation licence
payment receivables. These are receivable from residents.
The following details the expected loss rate adopted by the Group based on historic impairments and
any other known factors with respect to resident departure date. A review of the appropriateness of the
expected loss rate has been undertaken in light of COVID-19 and no change to the rate applied has been
required or made.
Category of debt
Care residents
Ministry of Health / ACC
Village Residents
Expected Loss Rate
Current
1%
1%
-
Departure
<90 days
10%
1%
-
Departure
>90 days
75%
100%
-
There is no significant concentration of credit risk as trade receivables relate to individual residents and
government agencies.
76
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 5.4 Trade and Other Payables
Accounting Policy
Trade and other payables represent liabilities for goods and services provided to the Group prior to
the end of financial year which are unpaid. The amounts are unsecured and are usually paid within
30 days of recognition.
Trade payables are recognised initially at fair value less transaction costs and subsequently measured
at amortised cost using the effective interest method.
Sundry payables include $0.1m (2019: $0.1m) relating to cash held on behalf of residents.
Wages and Salaries, Annual Leave and Long Service Leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave are recognised in
other payables in respect of employees' services up to the reporting date and are measured at the
amounts expected to be paid when the liabilities are settled.
The liability for employee entitlements is carried at the present value of the estimated future cash flow.
The liability for long service leave is recognised in the provision for employee entitlements and measured
as the present value of expected future payments to be made in respect of services provided by employees
up to the reporting date. Consideration is given to expected future wage and salary levels, experience of
employee departures and periods of service.
An amount has been recognised with respect to the portion of the COVID-19 wage subsidy received in
advance relating to employee expenses to be incurred in June 2020.
$NZ000’s
Trade payables
Sundry payables and accruals
Accrued interest on external borrowings and derivatives
Employee entitlements
COVID-19 wage subsidy payable
Trade and other payables
May 2020
May 2019
5,858
11,654
514
16,658
147
34,831
6,120
17,473
131
14,841
-
38,565
5.5 Related Party Transactions
On 5 September 2018 OHHL sold 15.56% of its holding. On 22 May 2019 OHHL sold a further 0.49% holding
resulting in a remaining 41.16% shareholding as at 31 May 2019 and on 3 February 2020 OHHL sold its
remaining holding. There are now no major shareholders.
The below entities are subsidiaries of Oceania Healthcare Limited.
Name of Entity
Principal Activities
Oceania Group (NZ) Limited
Support office functions
Oceania Care Company Limited
Operation of aged care centres
Oceania Village Company Limited Ownership and operation of
2020
100%
100%
100%
2019
100%
100%
100%
Class of shares
Ordinary
Ordinary
Ordinary
OCA Employees Trustee Limited
retirement villages
Hold LTIP shares and ESS shares
on behalf of employees
100%
100%
Ordinary
All subsidiaries are incorporated in New Zealand and have a balance date of 31 May. There are no significant
restrictions on subsidiaries.
77
5.5 Related Party Transactions (continued)
Key Management Personnel Compensation
Key management personnel are all executives with the authority for the strategic direction and management
of the Group.
$NZ000’s
Directors' remuneration and expenses
Directors’ dividends including DRP
Salaries and other short term employee benefits
Key management personnel dividends including DRP
Termination benefits2
May 2020
May 2019
729
670
2,448
212
772
4,831
780
269
2,093
158
-
3,300
Transactions with Related Parties
There are no outstanding balances with related parties (2019: nil).
5.6 Financial Risk Management
The Group's activities expose it to a variety of financial risks: market risks (including cash flow interest
rate risk), credit risk and liquidity risk. The Group's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the financial
performance of the Group. The Group uses derivative financial instruments such as interest rate swap
contracts to hedge certain interest rate risk exposures. Derivatives are exclusively used for hedging purposes,
i.e. not as trading or other speculative instruments. The Group uses different methods to measure different
types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rates
to determine market risk and aging analysis for credit risk.
Classification and measurement
Financial assets are required to be classified into three measurement categories: those measured at fair
value through profit and loss, those measured at fair value through other comprehensive income and those
measured at amortised cost. The determination is made at initial recognition. The classification depends
on the entity's business model for managing its financial instruments and the contractual cash flow
characteristics of the instrument. Trade receivables are amounts due from residents and various government
agencies held to collect contractual cash flows in the ordinary course of business. These balances are held
at amortised cost less a provision for impairment.
Risk management is carried out centrally by management under policies approved by the Board of Directors.
The Directors provide written principles for overall risk management, as well as policies covering specific
areas, such as interest rate risk, credit risk, use of derivative financial instruments and non-derivative
financial instruments.
(a) Market Risk
Market risk is the risk that changes in market prices such as interest rates will affect the Group’s income.
The objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimising the return on risk.
(b) Cash Flow Risk
The Group has no significant interest-bearing assets, as such the Group's income is substantially independent
of changes in market interest rates.
The Group's interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose
the Group to cash flow interest rate risk. The cash flow and interest rate risks are monitored by the Directors
on a monthly basis. The Directors monitor the existing interest rate profile with reference to the Group’s
Treasury Policy and the Group’s underlying interest rate exposure. Management present interest rate hedging
analysis and strategies to the Directors for consideration and seek Director approval prior to entering into
any interest rate swaps.
2 Termination payments were made to two employees who met the definition of 'key management' and ceased to be employed by
the Group during the year.
78
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 The following table shows the sensitivity of the Group's Profit / (Loss) and equity to a movement in interest
rates of +/-1%. This assumes all other variables remain constant.
NZ$000’s
2020
Interest expense
2019
Interest expense
Interest Rate Swaps
+1%
-1%
Profit / (Loss)
Equity
Profit / (Loss)
Equity
(3,902)
(3,902)
3,902
3,902
(677)
(677)
677
677
It is the Group's policy to manage interest rate risk through the use of interest rate swaps to reduce the
impact of changes in interest rates on its floating rate long term debt. The objective of the interest rate
swaps is to protect the Group from the short to medium term impact to cash flows which arises out of
variability in floating interest rates.
Interest rate swaps are initially recognised at fair value on the date a contract is entered into and are
subsequently measured at fair value on each reporting date. The fair values of the interest rate swaps are
determined based on cash flows discounted to present value using current market interest rates.
When interest rate swaps meet the criteria for cash flow hedge accounting, the effective portion of the gain
or loss on the hedging instrument is recognised in other comprehensive income, while the ineffective portion
is recognised in other expenses in the Consolidated Statement of Comprehensive Income. Amounts taken to
the interest rate reserve are transferred out of the reserve and included in the measurement of the hedged
transaction when the forecast transaction occurs. When interest rate swaps do not meet the criteria for
cash flow hedge accounting, all movements in fair value of the hedging instruments are recognised in the
Consolidated Statement of Comprehensive Income.
The Group adopted NZ IFRS 9 Financial Instruments (“NZ IFRS 9”) on 1 June 2018. The Group applied the
available exemption to continue to apply NZ IAS 39 to swaps which matured on 31 May 2019. From this
point forward all swaps are accounted for under NZ IFRS 9. After the adoption of NZ IFRS 9 the rules on
hedge accounting have been amended to align accounting treatment with risk management practices of the
reporting entity.
Under the interest rate swap agreements, the Group has a right to receive interest at variable rates and an
obligation to pay interest at fixed rates. At 31 May 2019, the Group’s interest rate swaps of $100.0m matured.
New interest rate swaps of $175.0m were put in place with an effective date of 1 June 2019 (with a trade date
of 30 April 2019). Of the interest rate swaps in place at 31 May 2020, $175.0m (2019: 175.0m) are being used
to cover approximately 54% (2019: 66%) of the loan principal outstanding. These agreements effectively
change the Group’s interest exposure on the principal covered by the interest rate swaps from a floating
rate to a fixed rate. Bank loans of the Group currently bear an average fixed interest rate (including margin
and line fees) of 4.1% (2019: 4.1%). The fair value of these agreements at 31 May 2020 is a $10.5m liability.
The agreements cover notional amounts for a period of 3 years, 5 years, and 7 years.
The notional principal amounts and the period of expiry of the interest rate swap contracts are as follows:
Less than 1 year
Between 1 and 3 years
Between 3 and 5 years
Over 5 years
Average Contracted
Fixed Interest Rate
May 2020
%
May 2019
%
-
3.04
3.17
3.35
4.10
4.03
4.10
4.19
Notional Principal Amount
May 2020
$NZ000’s
-
75,000
50,000
50,000
May 2019
$NZ000’s
-
75,000
50,000
50,000
79
Notes to the Consolidated Financial Statements (continued)
For the year ended 31 May 2020
5.6 Financial Risk Management (continued)
(c) Credit Risk
Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks
and financial institutions, as well as credit exposure from trade and other receivables.
In the normal course of business, the Group has no significant concentrations of credit risk. Other than on
a small number of exceptions, the Group requires settlement of the ORA before allowing occupation of its
villas or apartments. Therefore, the Group does not face significant credit risk. The values attached to each
financial asset in the Consolidated Balance Sheet represent the maximum credit risk. No collateral is held
with respect to any financial assets. The Group enters into financial instruments with various counterparties
in accordance with established limits as to credit rating and dollar limits and does not require collateral or
other security to support the financial instruments.
Concentrations
Cash and cash equivalents of the Group are deposited with one of the major trading banks. Non-
performance of obligations by the bank is not expected due to the credit rating of the counter party
considered. The Standard and Poors credit rating of the counter party as at 31 May 2020 is AA- (2019: AA-).
The Group’s receivables represent distinct trading relationships with each of the residents. There are no
concentrations of credit risk with residents. Large receivables generally relate to the residential care subsidies
which are received in aggregate via the various District Health Boards and Work and Income New Zealand.
Neither of these entities has demonstrated, or is considered, a credit risk.
(d) Liquidity Risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the
availability of funding through an adequate amount of committed credit facilities and the ability to close-out
market positions. Due to the dynamic nature of the underlying businesses, the Directors aim at maintaining
flexibility in funding by keeping committed credit lines available.
Cash flow forecasting is regularly performed by management. Management monitors rolling forecasts of the
Group's liquidity requirements to ensure it has sufficient cash to meet operational needs, while maintaining
headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach
borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the
Group's debt financing plans and covenant compliance.
The table below shows the maturity analysis of the Group's contractual undiscounted cash flows.
NZ$000’s
2020
Trade and other payables
Lease liabilities
Borrowings
Cash flow hedge – interest rate swaps
Refundable occupation right agreements
2019
Trade and other payables
Borrowings
Cash flow hedge – interest rate swaps
Refundable occupation right agreements
Less than
1 year
Between
1 and 2 years
Between
2 and 5 years
Over
5 years
17,512
3,211
7,730
2,958
535,370
23,593
10,928
796
436,481
-
2,870
7,484
3,090
-
-
13,052
1,009
-
-
4,138
334,361
6,776
-
-
282,749
1,551
-
-
7,134
-
885
-
-
-
(210)
-
The refundable ORAs are repayable to the resident on vacation of the unit, apartment, care suite or on the
termination of the occupation right agreement and subsequent resale of the unit, apartment or care suite.
The expected maturity of the refundable ORAs is shown in note 3.3.
(e) Capital Risk Management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. The consolidated financial statements are prepared on a
going concern basis.
80
Oceania Healthcare Limited | Annual Report 2020 5.7 New Accounting Standards
New and amended standards adopted by the Group
In the current year, the Group adopted all mandatory new and amended standards and interpretations,
including:
NZ IFRS 16, Leases (effective for the Group from 1 June 2019)
The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases.
The objective of the standard is to ensure that lessees and lessors provide relevant information in a manner
that faithfully represents those transactions.
The standard does not change the accounting treatment from the perspective of lessors and the Group
confirms that there is no change in recognition of rental and DMF income.
The standard requires a lessee to recognise a lease liability on the balance sheet reflecting the future lease
payments and a right of use asset for all lease contracts, except those which are of low value or short term.
This standard primarily effects the accounting of the Group’s operating leases. As at 31 May 2019 the Group
had non-cancellable operating lease commitments of $13.1m under operating leases. Many of the Group’s
leases relate to leases of low value assets however the Group currently leases three care centres and two
administrative buildings.
The Directors have elected to apply the modified retrospective approach. Under this approach the cumulative
effect of the initial recognition of NZ IFRS 16 is recognised as an adjustment to retained earnings as at 1 June
2019 and comparative figures are not restated but instead continue to reflect the accounting treatment under
the previous standard. In addition, the Group has utilised the following permitted practical expedients:
a) The recognition exemption for short-term leases (term up to one year) and low-value leases (under $5k);
b) Not reassessing whether a contract is, or contains, a lease at the date of initial application;
c) Leases which end within 12 months of the date of initial application.
The following impacts are noted in the context of the 31 May 2020 balances:
a) A straight-line operating lease expense of $1.3m would have been recognised if the new standard had not
been adopted, however instead there is an additional depreciation charge of $0.8m and additional interest
expense on lease liabilities of $0.5m;
b) The repayment of the principal portion of all lease liabilities has been classified as financing activities; and
c) The Consolidated Balance Sheet has been impacted by the recognition of additional right of use assets
of $5.7m and corresponding additional lease liabilities of $8.7m in respect of leases previously classified
as operating leases. The liabilities were measured at the present value of the lease payments, discounted
at a rate of between 5.7% and 6.0% for the different classes of assets. Total right of use assets and
corresponding liabilities are $40.8m and $13.0m respectively. This results in a decrease in opening
retained earnings as at 1 June 2019 of approximately $3.0m (net of tax: $2.2m).
The adoption of NZ IFRS 16 has had no impact on net cash flows of the Group. Refer to note 3.4 for
further details.
A reconciliation between the operating lease commitments disclosed as at 31 May 2019 and the lease liability
recognised on adoption of NZ IFRS 16 on 1 June 2019 is provided below.
$NZ000’s
Operating lease commitments disclosed as at 31 May 2019
Discounted at the date of initial application
Add: Finance lease liabilities already recognised as at 31 May 2019
Add: Adjustment for lease variations
Less: Low-value and short-term leases recognised on a straight-line basis as expense
Lease liabilities recognised as at 1 June 2019
1 June 2019
13,076
8,870
5,517
-
(148)
14,239
81
5.8 Contingencies and Commitments
At 31 May 2020, the Group had no contingent liabilities or assets (2019: nil).
At 31 May 2020, the Group has a number of commitments to develop and construct certain sites totalling
$113.9m (2019: $106.7m) of which $113.5m (2019: $106.7m) relates to development sites.
As at 31 May 2020, a commitment of $9.3m (2019: $11.5m) exists in relation to Stage One and $9.9m (2019:
$27.2m) in relation to Stage Two in the form of future lease payments in respect of the development of Everil
Orr, a leasehold site. Lease payment obligations arise as ORAs are sold. Refer to note 3.4 for further details.
There are no significant unrecognised contractual obligations entered into for future repairs and maintenance
at balance date.
5.9 Events After Balance Date
Balance Date
On 9 July 2020 the Group received approval from the Commissioner of Inland Revenue to change the
balance date of the Group and its subsidiaries to 31 March. The Group is in the process of notifying all
affected parties.
Dividend
On 23 July 2020 a final dividend of 1.2 cents per share (not imputed) was declared and will be paid
on 17 August 2020. The record date for entitlement is 3 August 2020. Refer to note 4.1.
There have been no other significant events after balance date.
82
Notes to the Consolidated Financial Statements (continued)For the year ended 31 May 2020Oceania Healthcare Limited | Annual Report 2020 Independent Auditor's Report
To the shareholders of Oceania Healthcare Limited
Independent auditor’s report
To the Shareholders of Oceania Healthcare Limited
We have audited the consolidated financial statements which comprise:
● The consolidated balance sheet as at 31 May 2020;
● The consolidated statement of comprehensive income for the year then ended;
● The consolidated statement of changes in equity for the year then ended;
● The consolidated cash flow statement for the year then ended; and
● The notes to the consolidated financial statements, which include significant accounting
policies.
Our opinion
In our opinion, the accompanying consolidated financial statements of Oceania Healthcare Limited
(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the
financial position of the Group as at 31 May 2020, its financial performance and its cash flows for the
year then ended in accordance with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the consolidated financial
statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)
Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance
Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Our firm carries out other services for the Group in the areas of trustee reporting and agreed upon
procedures in respect of proxy voting at the Annual Shareholders Meeting. The provision of these
other services has not impaired our independence as auditor of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the consolidated financial statements of the current year. These matters were addressed in
the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
83
PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz Independent auditor’s report To the shareholders of Oceania Healthcare Limited We have audited the consolidated financial statements which comprise: • the consolidated balance sheet as at 31 May 2019; • the consolidated statement of comprehensive income for the year then ended; • the consolidated statement of changes in equity for the year then ended; • the consolidated cash flow statement for the year then ended; and • the notes to the consolidated financial statements, which include significant accounting policies. Our opinion In our opinion, the accompanying consolidated financial statements of Oceania Healthcare Limited (the Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as at 31 May 2019, its financial performance and its cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS). Basis for opinion We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. Our firm carries out other services for the Group in the areas of trustee reporting, tax advisory and market research. The provision of these other services has not impaired our independence as auditor of the Group.
Independent Auditor's Report (continued)
Key audit matter
Valuation of investment property and freehold
land and buildings with material valuation
uncertainty arising from COVID-19
As disclosed in note 3.1 and 3.2 of the
consolidated financial statements:
• the Group’s investment property portfolio was
valued at $947.8 million at 31 May 2020 and
included completed investment property and
investment property under development.
• the Group’s freehold land and buildings were
valued at $471.6 million at 31 May 2020. This
included freehold land and buildings operated
by the Group for the provision of care services,
care suites, and land and buildings to be
developed into care facilities in the future
(together referred to as freehold land and
buildings).
The Group’s accounting policy is to measure
these assets at fair value.
Independent valuations of all investment
property and freehold land and buildings were
carried out by a third party valuer, CBRE
Limited (the Valuer). As discussed in note 1.3
and note 3 of the consolidated financial
statements, the Valuer has included a material
valuation uncertainty clause in their valuation
report. This clause highlights that less
certainty, and consequently a higher degree of
caution, should be applied to the valuations as a
result of the COVID-19 pandemic. This
represents a significant estimation uncertainty
in relation to the valuation of investment
property and freehold land and buildings. The
Valuer has considered COVID-19 lockdown
impacts and future anticipated trading
conditions in determining their assumptions
and preparing their valuation.
Completed investment property and care suites
are recorded in the consolidated financial
statements at a Directors’ valuation which is
based on the value determined by the Valuer as
at 30 April 2020, adjusted by management for:
• the impact of any sale, resale and repurchase of
Occupation Right
How our audit addressed the key audit
matter
The valuation of investment property and
freehold land and buildings is inherently
subjective given that there are alternative
assumptions and valuation methods that may
result in a range of values. The impact of
COVID-19 at 31 May 2020 has resulted in a
wider range of possible values than in the past.
We considered the adequacy of the disclosures
made in notes 1.3 and 3 to the consolidated
financial statements. These notes explain that
there is significant estimation uncertainty in
relation to the valuation of investment property
and freehold land and buildings. We discussed
with the Valuer and obtained sufficient
appropriate audit evidence to demonstrate that
the inclusion of the valuation in the consolidated
statement of financial position and disclosures
made in the consolidated financial statements
were appropriate.
Our audit procedures also included the
following:
External valuations
We read the valuation report and discussed it
with the Valuer. We assessed the valuation
approach and confirmed that this was in
accordance with the relevant accounting
standards.
On a sample basis, we tested whether property
specific information supplied to the Valuer by
the Group reflected the underlying property
records held by the Group.
From our discussions with management and the
Valuer, and from our review of the valuation
report, assumptions (as detailed in the
description of this Key Audit Matter) were made
for each individual property to reflect its
characteristics, its overall quality, geographic
location and desirability as a whole.
Valuation adjustments
We tested, on a sample basis, the adjustments
made to the valuations determined by the Valuer
as at 30 April 2020 as detailed in the description
of this Key Audit Matter. This testing included
obtaining signed ORAs for a sample of sales and
resales and supporting documentation for
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Agreements (ORAs) for investment property
between the date of the valuation (30 April
2020) and 31 May 2020;
• the estimated costs to be incurred to complete
development of any asset not complete at the
date of the valuation, but valued by the Valuer as
if it was complete;
• for completed investment property, refundable
occupation licence payments, residents’ share of
resale gains and management fees receivable
which are recognised separately on the
consolidated balance sheet and also reflected in
the Valuer’s cash flow model;
• changes to the operating assumptions applied
by the Valuer to sites in their first few years of
operation.
For each completed investment property and
each care suite, assumptions and estimates were
made in respect of:
• property price growth rate;
• stabilised occupancy periods; and
• discount rate.
Investment property under development and
land and buildings to be developed into care
facilities in the future are recorded in the
consolidated financial statements at a Directors’
valuation which is based on a range of values
determined by the Valuer as at 30 April 2020,
adjusted by management for the cost of any
work in progress.
For each asset under development, assumptions
and estimates were made in respect of the price
per square metre of land.
Freehold land and buildings operated by the
Group for the provision of care services are
recorded in the consolidated financial
statements at a Directors’ valuation which is
based on the value determined by the Valuer as
at 30 April 2020.
For each property, assumptions and estimates
are made in respect of:
• forecast earnings before interest, tax,
depreciation, amortisation, and rent; and
• capitalisation rate.
repurchases in May 2020 and obtaining
quantity surveyors reports to support the
estimated cost to complete developments at 31
May 2020. We also obtained supporting
documentation for a sample of transactions
included in work in progress at 31 May 2020.
For sites in their first few years of operation, we
considered the reasonableness of the changes
made by the Directors to the operating
assumptions.
Assumptions and estimates
Our work over the assumptions focused on the
largest properties within the portfolio and those
properties where the assumptions used and/or
year-on-year fair value movement suggested a
possible outlier compared to the rest of the
portfolio and the market data for the sector.
We held discussions with the Valuer to gain an
understanding of the assumptions and estimates
used and the valuation methodology applied.
This included the impact that COVID-19 had on
significant inputs and assumptions. We also
sought to understand and consider restrictions
imposed on the valuation process (if any) and
the market conditions at balance date.
We engaged our in-house expert to challenge the
work performed by the Valuer and assess the
reasonableness of the assumptions used based
on their knowledge gained from reviewing
valuations of similar properties, known
transactions and available market data.
We understood the apportionment of the
valuations to each class of assets and assessed
the reasonableness of this through discussions
with the Valuer and our in-house expert.
Valuation estimates
Because of the judgement involved in
determining valuations for individual properties
and the existence of alternative assumptions and
valuation methods, there is a range of values
which can be considered reasonable when
evaluating the independent property valuations
used by the Group. If we identified an error in a
property valuation or determined that the
valuation was outside of a reasonable range, we
evaluated the error or difference to determine if
there was a material misstatement in the
consolidated financial statements.
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85
Independent Auditor's Report (continued)
The valuation of the Group’s property portfolio
is inherently subjective. The existence of
significant estimation uncertainty, coupled with
the fact that only a small percentage difference
in assumptions on individual properties, when
aggregated, could result in material differences,
is why we have given specific audit focus and
attention to this area.
Deferred tax on investment property and care
suites
Determination of deferred tax balances
As disclosed in note 5.1 of the consolidated
financial statements, the Group assesses
deferred tax on investment property and care
suites on the basis that the asset value will be
realised through use (‘Held for Use’).
In applying the Held for Use methodology, the
Group makes four key assumptions which
involve significant judgement:
1. Determining the amount of taxable cash
flows;
2. Timing of taxable cash flows, being at the
end of the Occupation Right Agreement
(ORA) period;
3. Apportionment of the value of investment
property between land and buildings; and
4. Determining the number of years that
commercial investment property is expected
to be in use and depreciable for tax purposes.
Due to the significant judgement exercised by
the Group in determining the deferred tax on
investment property and care suites, as well as
the impact of changes to tax legislation relating
to depreciation on commercial investment
property, we have given specific audit focus and
attention to this area.
We considered whether there were any events
subsequent to the date of the Valuer’s report
which may have caused the valuation of
investment property and freehold land and
buildings to be materially different to those
determined by the Valuer.
Assumptions with respect to realisation
through held for use
With respect to the assumptions used in the
calculation of deferred tax, we engaged our in-
house tax specialist to challenge the work
performed and assess the reasonableness of the
assumptions based on their knowledge of the tax
legislation and other accepted approaches in the
industry.
1. Determining the amount of taxable
cash flows
We agreed the amount of taxable cash flows of
investment property and care suites from the
Valuer’s report, which is based on materially the
same assumptions and estimates used in the
valuation of investment property and care suites
described above.
2. Timing of taxable cash flows
We tested a sample of new ORAs to confirm that
the Deferred Management Fees (DMF) are
contractually earned at the end of the ORA
period.
3. Apportionment of investment property
For a sample of investment properties, we
agreed the council rateable valuations to the
council website and recalculated the
apportionment between land and buildings.
4. Determining the number of years that
commercial investment property is
expected to be depreciable for tax
purposes
We determined a reasonable range for the
expected period in which the relevant assets will
be in use and depreciable for tax purposes.
Management’s judgement was within this range.
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Our audit approach
Overview
An audit is designed to obtain reasonable assurance whether the financial
statements are free from material misstatement.
Materiality
Overall Group materiality: $1.9 million, which represents approximately
1% of revenue.
Audit
scope
Key audit
matters
We chose revenue as the benchmark because, in our view, it is a key
financial metric used in assessing the performance of the Group and is not
as volatile as other profit or loss measures.
As discussed above, we have determined that there are two key audit
matters:
● Valuation of investment property and freehold land and buildings
with material valuation uncertainty arising from COVID-19
● Deferred tax on investment property and care suites
Materiality
The scope of our audit was influenced by our application of materiality.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the consolidated financial statements as a whole as set out
above. These, together with qualitative considerations, helped us to determine the scope of our audit,
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate on the consolidated financial statements as a whole.
Audit scope
We designed our audit by assessing the risks of material misstatement in the consolidated financial
statements and our application of materiality. As in all of our audits, we also addressed the risk of
management override of internal controls including among other matters, consideration of whether
there was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the consolidated financial statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in which the Group operates.
Information other than the consolidated financial statements and auditor’s report
The Directors are responsible for the annual report. Our opinion on the consolidated financial
statements does not cover the other information included in the annual report and we do not express
any form of assurance conclusion on the other information.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated. If, based on the work we have performed on the other information
that we obtained prior to the date of this auditor’s report, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.
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Independent Auditor's Report (continued)
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal
control as the Directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements, as a whole, are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-
report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s Shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s Shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Leopino Foliaki.
For and on behalf of:
Chartered Accountants
23 July 2020
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Oceania Healthcare Limited | Annual Report 2020
Corporate Governance
This section of the Annual Report provides information on Directors’ independence, diversity and inclusion
policies, remuneration and statutory disclosures.
Oceania Healthcare’s governance framework is guided by the recommendations set by the NZX Corporate
Governance Code. Oceania Healthcare has prepared a statement on the extent to which it has followed
the recommendations in the NZX Corporate Governance Code. The Corporate Governance Statement is
current as at 31 May 2020. Oceania Healthcare considers that it has followed the recommendations in the
NZX Corporate Governance Code in all respects during FY2020.
For detailed information on Oceania Healthcare’s corporate governance policies, practices
and processes please refer to the Investors section on the Oceania Healthcare website –
www.oceaniahealthcare.co.nz/investor-centre/governance
This contains the following documents:
Corporate Governance Statement
Constitution
Charters
– Board Charter
– Audit Committee Charter
– Remuneration Committee Charter
– Clinical and Health and Safety Committee Charter
– Development Committee Charter
Policies
– Code of Values and Conduct
– Health and Safety Policy
– Occupational Rehabilitation Policy
– Fraud Policy
– Whistleblowing Policy
– Diversity Policy
– Market Disclosure Policy
– Remuneration Policy
– Trading in Company Securities Policy
– External Auditor Independence Policy
– Privacy Policy
Dividend Reinvestment Plan Offer Document
Director Independence
As at 31 May 2020 and the date of this Annual Report, the Board comprised the following six Directors:
Elizabeth Coutts
Chair, Independent Director
Appointed in November 2014
Alan Isaac
Independent Director
Dame Kerry Prendergast
Independent Director
Sally Evans
Patrick McCawe
Independent Director
Independent Director
Gregory Tomlinson
Independent Director
Appointed in October 2015
Appointed in December 2016
Appointed in March 2018
Appointed in February 2017
Appointed in March 2018
89
Corporate Governance (continued)
Director Independence (continued)
All of the Directors are non-executive Directors. The Board has considered which of the Directors are independent
Directors for the purposes of the NZX Listing Rules and has determined that, as at 31 May 2020, all six Directors
are independent Directors, including the Chair and the Chair of the Audit Committee. The factors relevant to
determining whether a Director is an independent Director are the criteria in the NZX Listing Rules for Director
independence, having regard to the factors described in the NZX Corporate Governance Code that may impact
Director independence.
Committee Membership
The Board has four standing committees to assist in the execution of the Board’s duties, being the Audit Committee,
the Remuneration Committee, the Clinical and Health and Safety Committee and the Development Committee.
As at 31 May 2020, membership of the committees was as follows:
Audit Committee – Alan Isaac (Chair), Elizabeth Coutts, Patrick McCawe
Remuneration Committee – Sally Evans (Chair), Elizabeth Coutts, Alan Isaac
Clinical and Health and Safety Committee – Dame Kerry Prendergast (Chair), Elizabeth Coutts, Sally Evans
Development Committee – Gregory Tomlinson (Chair), Elizabeth Coutts
Diversity
Oceania Healthcare’s Diversity Policy is available on its website. The Diversity Policy aims to ensure that Oceania
Healthcare has a focus on diversity throughout the organisation. This recognises that a diverse workforce
contributes to business growth and performance, helping to drive an inclusive, high performance environment.
The Board considers that the Diversity Policy has been successfully implemented across the business with an
excellent balance of gender and ethnicity at Director and officer levels. As at 31 May 2020 (and 31 May 2019 for
the prior comparative period), the gender breakdown of the Directors, officers (as that term is defined in the
NZX Listing Rules) and employees is as follows:
Gender
Directors
Officers
Employees
31 May 2020
31 May 2019
Male
3
5
416
Female
3
5
2368
Male
4
5
344
Female
3
5
2268
Oceania Healthcare is developing further internal systems and processes to allow regular and efficient monitoring
of policy objectives.
90
Oceania Healthcare Limited | Annual Report 2020
Remuneration Report
Directors’ Fees
Directors’ remuneration is paid in the form of fees. A higher level of fees is paid to the Chair to reflect the
additional time and responsibilities that this position involves. Additional fees are payable in respect of work
carried out by the Chairs of the Audit Committee, Remuneration Committee and the Clinical and Health and
Safety Committee.
Director Remuneration paid in the year ended 31 May 2020
Director
Elizabeth Coutts (Chair)
Alan Isaac
Dame Kerry Prendergast
Sally Evans
Hugh FitzSimons1
Patrick McCawe
Gregory Tomlinson
Board
Fees
$180,000
$90,000
$90,000
$90,000
$60,775
$90,000
$90,000
Audit
Committee
-
$20,000
-
-
-
-
-
Clinical and
Health and
Safety
Committee
-
-
$15,000
-
-
-
-
Remuneration
Committee
-
Total
Remuneration
$180,000
-
-
$7,500
-
-
-
$110,000
$105,000
$97,500
$60,775
$90,000
$90,000
1 Hugh FitzSimons resigned from the Board on 3 February 2020.
The above fees exclude GST and expenses.
Employees’ Remuneration
Oceania Healthcare did not employ people directly in the year ended 31 May 2020. All employees are employed
by the subsidiaries of Oceania Healthcare. The number of employees and former employees of Oceania
Healthcare’s subsidiaries, not being a Director of Oceania Healthcare, who received remuneration and other
benefits the value of which was or exceeded $100,000 during the financial year ended 31 May 2020 is set out
in the table of remuneration bands below.
The remuneration figures shown in the “Remuneration” column include all monetary payments actually paid
during the course of the year ended 31 May 2020, which include performance incentive payments for the year
ended 31 May 2019. The table does not include amounts paid after 31 May 2020 that relate to the year ended
31 May 2020.
Remuneration
Number of Employees
Remuneration
Number of Employees
$100,000 - $109,999
$110,000 - $119,999
$120,000 - $129,999
$130,000 - $139,999
$140,000 - $149,999
$150,000 - $159,999
$160,000 - $169,999
$170,000 - $179,999
$180,000 - $189,999
$190,000 - $199,999
9
9
11
11
11
7
3
3
1
4
$200,000 - $209,999
$210,000 - $219,999
$220,000 - $229,999
$230,000 - $239,999
$270,000 - $279,999
$280,000 - $289,999
$400,000 - $409,999
$500,000 - $509,999
$630,000 - $639,999
$1,180,000 - $1,189,999
2
3
1
1
1
1
1
1
1
1
91
Corporate Governance (continued)
Chief Executive Officer’s Remuneration
The remuneration of the Chief Executive Officer (“CEO”) for the year ended 31 May 2020 is as follows:
Base
Salary
$517,937
Other
Benefits
$34,217
STI
$84,875
Subtotal
$637,029
LTIP
–
Remuneration
Total
$637,029
Mr Gasparich received a short term incentive of $84,875. This was based on achievement of financial performance
(EBITDA performance against budget), health and safety performance (injury and reporting rates), personal
goals and a discretionary component for the year ended 31 May 2019.
The remuneration of the CEO for the year ended 31 May 2019 (being the prior comparative period) is as follows:
Base
Salary
$507,001
Other
Benefits
$28,743
STI
$208,576
Subtotal
$744,320
LTIP
$36,827
Remuneration
Total
$781,147
Mr Gasparich received a short term incentive of $208,576. This was based on achievement of financial performance
(EBITDA performance against budget), health and safety performance (injury and reporting rates), personal goals
and a discretionary component for the year ended 31 May 2018.
The remuneration of the CEO comprises a fixed remuneration and performance payments. Fixed remuneration
includes a base salary, the provision of a carpark and a vehicle allowance.
Statutory Disclosures
Disclosure of Directors’ Interests
The following particulars were entered in the Interests Register kept for Oceania Healthcare and its subsidiaries
during the year ended 31 May 2020:
Elizabeth Coutts: Disclosed she ceased to hold the following position: President of the Institute of Directors.
Alan Isaac: Disclosed he ceased to hold the following position: Chairman of McGrathNicol & Partners.
Disclosed the following new position: President of the Institute of Directors (previously Vice-President).
Dame Kerry Prendergast: Disclosed the following new positions: Director of Commercial Fisheries Services;
Chair of Wellington Opera; and Chair of Royal New Zealand Ballet.
Sally Evans: Disclosed she ceased to hold the following position: Chair of LifeCircle Australia Limited.
Hugh FitzSimons (resigned as a Director on 3 February 2020): Disclosed he ceased to hold the following
positions: Director of Hobart Airport and associated entities; Director of RSL Lifecare Limited.
Disclosed the following new positions: Director of Queensland Airports Limited and associated entities;
Director of Port of Newcastle; Alternate Director of North Queensland Airports.
Specific Disclosures
There were no specific disclosures made by Directors during the year ended 31 May 2020 of any interests
in transactions with Oceania Healthcare or any of its subsidiaries.
Use of Company Information
During the year ended 31 May 2020, the Board did not receive any notices from Directors requesting use
of Oceania Healthcare’s or any of its subsidiaries’ information.
92
Oceania Healthcare Limited | Annual Report 2020 Securities Dealings of Directors
Dealings by Directors of Oceania Healthcare in relevant interests in Oceania Healthcare’s ordinary shares during
the year ended 31 May 2020 are entered in the Interests Register:
Director
Dame Kerry
Prendergast
Number of
Ordinary Shares
100,000
Nature of
Relevant Interest
Registered and
beneficial interest
Acquisition
/ Disposal
Acquisition
Consideration
(Per Share)
$1.03
Date of
Transaction
2 August 2019
Gregory Tomlinson 800,000
Beneficial interest
Acquisition
Gregory Tomlinson 42,692
Beneficial interest
Acquisition
Gregory Tomlinson 500,000
Beneficial interest
Acquisition
Gregory Tomlinson 500,000
Beneficial interest
Acquisition
Elizabeth Coutts
15,649
Beneficial interest
Acquisition
Alan Isaac
Dame Kerry
Prendergast
3,476
3,477
Beneficial interest
Acquisition
Registered and
beneficial interest
Acquisition
Gregory Tomlinson 196,086
Beneficial interest
Acquisition
Sally Evans
441
Alan Isaac
20,000
Registered and
beneficial interest
Beneficial interest
Acquisition
Acquisition
Hugh FitzSimons
251,202,979
Shares held by OHHL2 Disposal
Patrick McCawe
251,202,979
Shares held by OHHL2 Disposal
Elizabeth Coutts
250,000
Beneficial interest
Acquisition
Alan Isaac
Dame Kerry
Prendergast
20,000
100,000
Beneficial interest
Acquisition
Registered and
beneficial interest
Acquisition
Gregory Tomlinson 5,000,000
Beneficial interest
Acquisition
Sally Evans
19,200
Elizabeth Coutts
15,287
Alan Isaac
Dame Kerry
Prendergast
3,192
3,980
Registered and
beneficial interest
Beneficial interest
Acquisition
Acquisition
Beneficial interest
Acquisition
Registered and
beneficial interest
Acquisition
Gregory Tomlinson 342,855
Beneficial interest
Acquisition
Sally Evans
659
Elizabeth Coutts
50,000
Registered and
beneficial interest
Beneficial interest
Acquisition
Acquisition
Gregory Tomlinson 1,000,000
Beneficial interest
Acquisition
Alan Isaac
Alan Isaac
20,000
10,000
Beneficial interest
Acquisition
Beneficial interest
Acquisition
$1.03
$1.02
$1.02
$1.03
$1.00
$1.00
$1.00
$1.00
$1.00
$1.02
$1.20
$1.20
$1.20
$1.20
$1.20
$1.20
$1.24
$1.18
$1.18
$1.18
$1.18
$1.18
$0.56
$0.51
$0.60
$0.59
7 August 2019
12 August 2019
15 August 2019
20 August 2019
26 August 2019
26 August 2019
26 August 2019
26 August 2019
26 August 2019
10 September 2019
30 January 2020
30 January 2020
30 January 2020
30 January 2020
30 January 2020
30 January 2020
30 January 2020
24 February 2020
24 February 2020
24 February 2020
24 February 2020
24 February 2020
20 March 2020
20 March 2020
25 March 2020
26 March 2020
2 Oceania Healthcare Holdings Limited (“OHHL”) held shares in Oceania Healthcare. OHHL is owned indirectly by three
institutional funds that are managed by specialist management companies within the Macquarie Infrastructure and Real
Assets division of Macquarie Group Limited. The fund investments are held through various sub trusts. The Trust Company
Limited, as custodian, holds OHHL shares on behalf of the sub trusts. As Directors of OHHL, each of Patrick McCawe and
Hugh FitzSimons had the power to control the exercise of the rights attaching to the shares held by OHHL, and the power
to control the acquisition or disposition of such shares.
93
Directors’ Interests in Shares
Directors of Oceania Healthcare have disclosed the following relevant interests in shares as at 31 May 2020:
Director
Elizabeth Coutts
Alan Isaac
Dame Kerry Prendergast
Sally Evans
Patrick McCawe
Gregory Tomlinson
Indemnity and Insurance
Number of Shares in which a Relevant Interest is Held
1,230,936 shares
276,668 shares
307,457 shares
40,300 shares
250,000 shares
18,858,332 shares
Oceania Healthcare has granted indemnities, as permitted by the Companies Act 1993 and the Financial Markets
Conduct Act 2013, in favour of each of its Directors. Oceania Healthcare also maintains Directors’ and Officers’
liability insurance for its Directors and officers.
Auditor’s Fees
Oceania Healthcare’s external auditor is PricewaterhouseCoopers. Total fees paid by Oceania Healthcare and
its subsidiaries to PricewaterhouseCoopers in its capacity as auditor during the financial year ended 31 May
2020 were $369,700. Total fees paid to PricewaterhouseCoopers for other professional services (being trustee
reporting, taxation services and research on new markets) during the financial year ended 31 May 2020 were
$12,000. No other fees were paid to PricewaterhouseCoopers for other professional services.
Donations
During the year ended 31 May 2020, Oceania Healthcare and its subsidiaries paid a total of $6,841 in donations.
Stock Exchange Listings
Oceania Healthcare’s shares are listed on the NZX and the ASX. Oceania Healthcare is listed on ASX as a Foreign
Exempt Listing, which means that Oceania Healthcare is required to comply with the NZX Listing Rules but
it is exempt from the majority of the ASX Listing Rules. In accordance with ASX Listing Rule 1.15.3, Oceania
Healthcare confirms that it has complied with the NZX Listing Rules for the financial year ended 31 May 2020.
NZX Waivers
Oceania Healthcare does not have any waivers from the requirements of the NZX Listing Rules.
Credit Rating
Oceania Healthcare has no credit rating.
Former Directors
Hugh FitzSimons resigned as a Director of Oceania Healthcare and OCA Employees Trustee Limited on
3 February 2020.
Matthew Ward resigned as a Director of Oceania Village Company Limited, Oceania Care Company Limited
and Oceania Group (NZ) Limited on 24 February 2020.
Subsidiary Company Directors
Earl Gasparich and Brent Pattison are the Directors of all Oceania Healthcare’s subsidiaries as at 31 May 2020,
with the exception of OCA Employees Trustee Limited (the Directors of which are Elizabeth Coutts and
Sally Evans).
No remuneration is payable, and there is no entitlement to other benefits, for any directorship of a subsidiary.
94
Corporate Governance (continued)Oceania Healthcare Limited | Annual Report 2020 SHAREHOLDER INFORMATION
Twenty Largest Shareholders
(as at 30 June 2020)
Registered Shareholder
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
New Zealand Central Securities Depository Limited
FNZ Custodians Limited
Custodial Services Limited
Investment Custodial Services Limited
Tomlinson Group Investments Limited3
Custodial Services Limited
New Zealand Depository Nominee Limited
Custodial Services Limited
Forsyth Barr Custodians Limited
Philip George Lennon
Custodial Services Limited
Custodial Services Limited
H & G Limited
Andrew Craig Strong & Alison Jean Strong
Custodial Services Limited
FNZ Custodians Limited
Harrogate Trustee Limited3
Leveraged Equities Finance Limited
OCA Employees Trustee Limited
20
PT (Booster Investments) Nominees Limited
Total
Number of Shares
% Shares
198,463,018
53,260,201
19,232,387
18,302,916
15,223,352
13,430,998
12,159,505
7,256,346
5,588,373
5,000,000
4,927,878
4,727,191
4,400,000
4,300,000
4,268,849
4,060,523
3,634,980
3,188,012
3,164,557
2,666,459
32.11
8.61
3.11
2.96
2.46
2.17
1.96
1.17
0.90
0.80
0.79
0.76
0.71
0.69
0.69
0.65
0.58
0.51
0.51
0.43
387,255,545
62.57
3 Gregory Tomlinson’s relevant interests are held by Tomlinson Group Investments Limited and Harrogate Trustee Limited.
95
New Zealand Central Securities Depository Limited provides a custodial depository service that allows electronic
trading of securities to its members. It does not have a beneficial interest in these shares. Its major holdings of
Oceania Healthcare shares are held on behalf of:
Name
Number of Shares
% Shares
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
HSBC Nominees (New Zealand) Limited
Accident Compensation Corporation
Citibank Nominees (New Zealand) Limited
Generate Kiwisaver Public Trust Nominees Limited
ANZ Wholesale Trans-Tasman Property Securities Fund
MFL Mutual Fund Limited
HSBC Nominees (New Zealand) Limited
BNP Paribas Nominees (NZ) Limited
ANZ Wholesale Australasian Share Fund
JP Morgan Chase Bank NA NZ Branch
BNP Paribas Nominees (NZ) Limited
ANZ Wholesale Property Securities
TEA Custodians Limited
National Nominees Limited
Public Trust Class 10 Nominees Limited
Queen Street Nominees ACF PIE Funds
Public Trust RIF Nominees Limited
ANZ Custodial Services New Zealand Limited
New Zealand Permanent Trustees Limited
20
ANZ Wholesale Equity Selection Fund
29,141,483
25,474,671
25,135,986
18,975,810
17,925,544
17,671,047
12,968,449
12,394,987
8,579,262
7,856,535
4,474,221
4,213,649
3,116,522
3,036,748
2,830,738
1,710,854
1,305,659
754,445
354,300
301,282
4.71
4.12
4.07
3.07
2.90
2.86
2.10
2.01
1.39
1.27
0.72
0.68
0.50
0.49
0.46
0.28
0.21
0.12
0.06
0.05
96
Corporate Governance (continued)Oceania Healthcare Limited | Annual Report 2020 Spread of Holdings
(as at 30 June 2020)
Size of Holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Totals
Number of
Shareholders
697
1873
1600
3405
406
%
8.73
23.47
20.05
42.66
5.09
100
Number of
Shares
436,523
5,924,352
12,555,210
105,562,068
493,578,030
%
0.07
0.96
2.03
17.08
79.86
100
Substantial Product Holders
According to Oceania Healthcare’s records and notices given under the Financial Markets Conduct Act 2013,
the following were substantial product holders of Oceania Healthcare as at 31 May 2020:
Substantial Product Holder
ANZ New Zealand Investments
Limited, ANZ Bank New Zealand
Limited and ANZ Custodial
Services New Zealand Limited
Jarden Securities Limited and
Harbour Asset Management
Limited
Number of Shares out of
618,056,183, being the
Total Number of Shares
as at 31 May 2020
% of Shares Held at Date of Notice
Date of Notice
52,071,416
8.47
23 March 2020
32,369,861
5.26
25 March 2020
97
Notes
98
Oceania Healthcare Limited | Annual Report 2020 99
THANK YOU.
AARON B ABBEY H ABDA M ABDUL Z ABIGAIL I ABRAHAM P ABY K ADA C ADA S ADAM G ADELBERT E ADELE C ADRIAN C ADRIAN F ADRIANA C ADRIANA S
ADRIANO L ADRIENNE E ADRIENNE M AERENGA N AGNES L AGNES L AHDARSH P AIDA E AILEEN M AILISE L AIMEE C AINSLIE S AIQULEEN M AIZA C AJAY K
AJAY S AJI T AKALINGA T AKETEKURA A AKILA I AKOS O AKSHAY P ALAA H ALAN I ALANA J ALANAH F ALAYNE P ALBERT R ALDIN C ALDRIN B ALEISHA K
ALETA F ALEX L ALEXANDRA M ALEXIS J ALEXIS J ALEXIS S ALFEVIC E ALFRED C ALGA K ALI N ALICE H ALICE V ALICIA H ALIEDA G ALIESHA T ALINA K
ALIPATE V ALISHA S ALISHA T ALISON C ALISON L ALISON N ALISON R ALITIA S ALLAN J ALLANA S ALLISA T ALLYN A ALMA F ALMA M ALOFA F ALPANA K
ALTHEA E ALUMECI R ALYSSA D ALYSSA R ALYSSA S AMADO C AMALA I AMALI W AMANDA D AMANDA J AMANDA L AMANDA M AMANDA R AMANDEEP K
AMANDEEP K AMANI K AMANJOT K AMAR A AMELIA B AMELIA G AMELIA M AMOR A AMRITA D AMRITPAL G AMY M AMY S AMY Z ANA M ANA P ANA S
ANA T ANA T ANA T ANA U ANA U ANA V ANABELL V ANABELLA S ANAFE Q ANALYN M ANA-ROSE B ANCY M ANDRE W ANDREA C ANDREA Y
ANDREAN B ANDREW A ANDREW H ANDREW M ANDY G ANE A ANE T ANGELA G ANGELA M ANGELA M ANGELA M ANGELA S ANGELLA T ANGIE G ANGINI S
ANH P ANI J ANITA C ANITA D ANITA E ANITA P ANITHA M ANJU A ANJU J ANKIT M ANKUSH C ANN A ANN C ANN K ANN K ANN M ANN U ANNA B
ANNA B ANNA C ANNA D ANNA G ANNA G ANNA H ANNA J ANNA M ANNA N ANNA S ANNA T ANNA V ANNALIEN D ANNALYN H ANNE F ANNE H ANNE L
ANNE T ANNE W ANNEKE B ANNELIZE V ANNE-MARIE W ANNETTE C ANNETTE L ANNIE H ANN-MAREE M ANSULA F ANTHONETTE C ANTHONY B ANTHONY M
ANTHONY S ANTOINETTE P ANU A ANU G ANU S APRIL C APRIL P APRIL R APRIL S APRIL S ARACELI C ARADNA R ARATI K ARCHANA A ARCHER E
ARIANA B ARIEL R ARIFF T ARIS M ARLENE C ARLENE H ARMELLE G ARNEL N AROHA G AROHA T ARPANA S ARTHUR B ARTHUR R ARTIKA K ARVI M
ASENA P ASHA A ASHA A ASHA M ASHISH A ASHISH B ASHISH D ASHLEIGH M ASHNA K ASHNA N ASHTAD G ASHWINI A ASMITA G ASTAR G ASWATHY J
ASWATHY J ASWATHY K ATHIRA S ATINA S AUBREY F AVEGAIL B AVISEK K AVON T AZEB E BABITHA P BACHHI C BAKSHINDER K BALPREET B BALTAZAR
BARBARA C BARBARA N BARBARA S BARBIE P BARRY C BARRY W BARSHA K BASANTI L BEA V BEE D BEE S BELINDA P BELLA F BELLA M BELLA S
BELLE L BEN W BENSAN V BENU S BERNADETTE C BERNADETTE D BERNADETTE R BERTHA P BERV L BERYL M BERYL M BETH R BETHANY H BETSIE H
BETSY M BETTY P BEVERLEY L BEVERLEY M BEVERLEY P BEVERLY B BEVERLY S BIANCA S BIANCA W BIBURAJ S BILGY T BILLSON T BINGGAY M BINI M
BINU T BLAIR S BLANDINA L BO X BON N BONNIE R BOONNAM B BRAD P BREANA W BRENDA C BRENDA D BRENDA M BRENDA P BRENDA S BRENDA S
BRENDA V BRENDA W BRENDA H BRENDAN B BRENDON T BRENDON W BRENNA H BRENT C BRENT M BRENT P BRETT K BRIAN B BRIAN D BRIAN D BRIAN M
BRIAN V BRIENNA SKYE V BRIGID K BRITTO J BRONWYN W BROOKE N BRUCE W BRYAN C BRYONY V BWENA T CAITLIN S CAITLIN T CAITLYN D CAITLYN K
CAMERON T CAREY G CARLA L CARLA P CARLA T CARLIE-ANN C CARLL C CARLOS A CARMEN C CARMEN H CARMEN T CARMEN T CARMINA B CAROL A
CAROL F CAROL H CAROL K CAROL P CAROL T CAROL W CAROL W CAROL-ANN A CAROLE G CAROLINE P CAROLINE S CAROLINE W CAROLYN W CAROLYNE G
CAROZON G CARRIE L CARROL H CASEY M CATHERINE D CATHERINE F CATHERINE L CATHERINE L CATHERINE L CATHERINE M CATHERINE P CATHERINE R
CATHRYN R CATHY K CATHY W CATRINA B CATTI B CATTLEYA A CECILE L CECILIA M CECILY W CELIA H CHAITALI P CHAN D CHANPREET K CHANTAL D
CHARISSE R CHARITO D CHARLES M CHARLI W CHARLIE S CHARLOTTE B CHARLOTTE O CHARMAINE C CHARMAINE R CHELCEI N CHELSEA T CHEREE F
CHERIE B CHERIE H CHERIE S CHERIE T CHERLITA G CHERRIE C CHERRY M CHERRYLINE C CHERYL A CHERYL A CHERYL N CHESSIL S CHHAYA T CHIE B
CHIPO M CHLOE M CHLOE W CHLOE-MAY E CHRIS B CHRIS B CHRIS E CHRISHMA P CHRISSY E CHRISTIAN L CHRISTIANE T CHRISTINA C CHRISTINA C
CHRISTINA S CHRISTINE A CHRISTINE B CHRISTINE C CHRISTINE F CHRISTINE F CHRISTINE G CHRISTINE H CHRISTINE J CHRISTINE K CHRISTINE L CHRISTINE M
CHRISTINE N CHRISTINE P CHRISTINE T CHRISTINE T CHRISTINE W CHRISTOPHER D CHRISTOPHER G CIARAN B CICILIA J CILLA W CINDY K CLAIRE H CLAIRE M
CLAIRE T CLAIRE V CLARE B CLARE J CLARE M CLARE S CLARISSA M CLEMENTINA B CLEOFE C CLEONA P COLIN E COLIN P CONNIE F CORA M CORAL O
CORINA P CORINNE P COSMENIA M COURTENAY M COURTNEY S CRAIG B CRAIG M CRAIG S CRESILDA C CRISTINA L CRYSTAL M CRYSTAL P CUSHLA W CUSHLA W
CYNTHIA A CYNTHIA F CYRIL B CYRIL S CZARINA K DADAN R DAGMAR R DAISY A DAISY P DALJIT K DAMOISELLE B DANI C DANIELA G DAPHNIE D DARIAN N
DARRYL W DARSHIKA L DAVE B DAVE H DAVID E DAVID H DAVID M DAVID W DAVINDER K DAWN B DEAN B DEAN P DEANNE D DEB G DEBASIS P DEBBIE A
DEBBIE B DEBBIE C DEBBIE F DEBBIE G DEBBIE H DEBBIE K DEBBIE M DEBBIE M DEBBIE N DEBBIE S DEBBIE S DEBBIE W DEBORAH B DEBORAH D
DEBORAH F DEBORAH N DEBORAH S DEBORAH S DEBORAH T DEBORAH W DEBRAH H DEEP K DEEPAK S DEEPIKA B DEEPIKA P DEEPTHI P DEIDRE D
DELWYN C DENIS S DENISE E DENISE J DENISE M DENISE S DENISE W DENNIS B DENNY P DENNY V DESIRE S DESME D DEZARAY C DHANYA J DI S DIANA C
DIANA O DIANA V DIANE G DIANE H DIANE J DIANE M DIANE R DIANNE R DILANGA G DILPREET S DINA R DIONNE P DIPU N DIVANSHI B DIVYA J DONABEL B
DONABEL M DONNA B DONNA C DONNA E DONNA G DONNA H DONNA L DONNA M DONNA T DONNA V DONNA-MARIE W DORA B DORA Z DORIEN P DORIS C
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TORI W TOTOA P TRACEY H TRACEY H TRACEY H TRACEY L TRACEY S TRACEY S TRACEY W TRACEY P TRACKER A TRACY D TRACY I TRACY J TRACY K
TRACY W TRENA T TRINA C TRINA J TRISH K TRISHA A TRISHNA B TRUDI A TRUDIE D TRUDY C TSERING P TUAANGA B TUDY P TUKU M TUMAI V TUPOU P
TUPU S TUROU M TY H UCHECHI O UINITA T UJJWAL A URIRI T URMILA C URVASHI G USHA G VAI F VAI T VAIKAKALA P VALENTINA Q VALENTINA T
VALERIE T VANESSA K VANESSA M VANESSA W VARDEEP K VARUN S VASANTHA P VEN B VERA H VERE M VERONICA S VIANNEY G VICKEY T VICKI P
VICKIE W VICKY C VICKY G VICKY L VICTORIA H VICTORIA M VICTORIA M VIJAY D VIJAY N VIKASHNI M VIKASHNI S VINA H VINAL T VINCENT D VINCENT J
VINCENT M VINE T VINEETHA M VINI M VINIA L VIOLET M VIOLET P VIOLET S VIOLETTA W VIPANDEEP K VIPIN V VIRGINIA B VIRPAL M VISMAYA R VITALY G
VITALY N VITHU V VIVIAN C VIVIAN E VIVIAN M VIVIENNE F VIVIENNE H WAATATI F WANDA N WANLI H WANZHEN W WAYNE T WENDY C WENDY H WENDY H
WENDY M WENDY O WENDY T WESLEY B WILL H WILLIAM G WILLY JANE A WILSON S WINNIE J WINNIE T WINNIE V WINSTON E WONJIN K XANTHIPPE S
YADU D YASHMEEN R YASMIN A YASMIN A YASMIN K YEM V YEN L YOLANDA D YOLANDA M YUKI S YULAH F YUMI W YURONG H YU-SHAN H YVETTE G
YVONNE G YVONNE O ZARA T ZEACILLE C ZENAIDA P ZHAOLANG H ZINDY H ZITA V ZOE B ZOE K ZYANE KODI T
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