Believe
in better.
ANN UAL REP ORT 2021
Purpose, connection and identity.
Reimagining the retirement and
aged care experience.
A
LETTER FROM THE CHAIR Letter from the Chair
Change of balance date
At a glance
Trading highlights
Letter from the CEO
How we create value
Better all round
Believing in a better future
Board of Directors
Three year summary
Financial statements
Corporate governance
02
06
08
10
12
16
20
24
26
30
31
93
Our residents are amazing people.
Their lives are rich in experiences,
woven with stories and journeys, filled
with achievements and sacrifices, friends
and family. It is our privilege to honour
them with an experience of the highest
quality that reflects and respects who
they are, and to make their lives the best
we can. It’s why everyone at Oceania is
committed to transforming the category,
to challenging the norm and doing
everything we do, better. We’re on a
constant journey steeped in vision and
purpose that positions our company
as a leader. We put the residents at
the heart of what we do which defines
our business as a provider of better
outcomes and growth.
01
LET TER FROM THE C HAIR
The pursuit
of better.
I am pleased to present
Oceania’s Annual Report
for the 10 month period
ended 31 March 2021.
Despite the challenges presented by the
continuing impact of COVID-19 on the business,
Oceania has demonstrated continued resilience
and has delivered a pleasing financial result
for the period. Our experience over the last
18 months has proven that Oceania’s aged
care strategy is a sound platform for future
performance and growth.
Financial Performance
In our last Annual Report, we announced that we
were changing our balance date from 31 May to
31 March. We have now completed this change
and this is the first Annual Report prepared with
the new balance date. As a result, much of our
financial performance outlined in this report and the
accompanying financial statements is reported on
the basis of the 10 month period to 31 March 2021.
02
OCEANIAANNUAL REPORT 2021 The pursuit
of better.
Unaudited Underlying EBITDA of $56.2m for the
10 months ended 31 March 2021 was 8% higher than
the prior corresponding period of the 10 months
to 31 March 2020 (unaudited). This was largely as
a result of both strong sales of new developments
and resales volumes in the current period, as well
as the ongoing receipt of deferred management
fees from developments completed in prior periods.
Oceania’s total assets as at 31 March 2021 are
$1.9b, compared with $1.5b as at 31 May 2020.
This material increase is due in part to a reversal
of CBRE’s COVID-19 related valuation assumptions
that had led to a decrease in the value of Oceania’s
existing investment property assets in FY2020,
the completion of key development sites, as well
as reflecting strong sales volumes of new retirement
village units and care suites that have been
developed over the last two years.
For the 10 months to 31 March 2021, operating
cash flow was $96.0m, compared to $99.4m for the
12 months to 31 May 2020. This reflects strong sales
volumes over the 10 month period to 31 March 2021.
Oceania completed a heavily oversubscribed seven
year retail bond issue in October 2020, raising
$125.0m. Oceania completed a $100.0m capital
raise, comprising a $80.0m placement in March 2021
and a $20.0m retail offer in April 2021. The proceeds
of the capital raise have been utilised to acquire
Waterford (Hobsonville Point, Auckland), a retirement
village comprising 64 independent living villas and
36 independent living apartments and our leasehold
site in Franklin (Auckland), together with adjacent
bare land. The capital raise and corporate bond
have increased the diversity of Oceania’s funding
sources, which provides a good platform for
future growth.
As at 31 March 2021, Oceania had current
drawn debt and bonds of $329.9m and $79.9m
of cash, representing $225.0m of undrawn net
debt headroom.
The Directors have declared a final dividend
of 2.1 cents per share, taking full year dividends
(non-imputed) to 3.4 cents per share, which
represents 55% of Underlying Net Profit After Tax.
This reflects strong trading and operating cash flow
throughout the period. A dividend reinvestment plan
for our New Zealand and Australian shareholders will
apply to this dividend, which is payable on 22 June
2021. This provides a cost effective and convenient
way for our shareholders to increase their investment
in Oceania without any brokerage fees, by reinvesting
all or part of any dividend paid on their shares in
additional Oceania shares instead of receiving that
distribution in cash.
Strategy and Operations
We were pleased to announce the appointment
of Brent Pattison as Chief Executive Officer on
22 March 2021 following the resignation of Earl
Gasparich on 6 March 2021. Brent was previously
Oceania’s Chief Financial Officer, after having
been appointed to that role in January 2020.
He brings a great deal of experience to the role,
with over ten years of relevant aged care and
retirement village sector experience. We are delighted
with Brent’s appointment and it is great to see Brent
continuing to execute Oceania’s strategy, starting
with the $100.0m capital raise and the acquisition
of Waterford and the Franklin site.
The capital raise and corporate
bond have increased the diversity
of Oceania's funding sources,
which provides a good platform
for future growth.
Throughout the period, Oceania has continued
to execute its strategy to create a superior portfolio
of fully integrated retirement village and aged
care centres around New Zealand and to deliver
the highest levels of quality care and outstanding
service to our residents. Following COVID-19 related
disruption to our development programme in the
first half of the 2020 calendar year, work at all of
our development sites restarted in the second half
of the 2020 calendar year and we achieved our
expected build rate of 217 aged care beds and
retirement village units completed by 31 March 2021.
In addition to acquiring the new Waterford
and Franklin sites, we are making good progress
on the development projects that are scheduled
to be completed in FY2022, including 113 new
care suites at Lady Allum (Auckland), a further
39 apartments at The BayView (Tauranga) and
18 villas at Gracelands (Hastings). Our development
of 49 apartments at Eden (Auckland) was completed
in April 2021 and the selldown of these apartments
is now underway.
03
LETTER FROM THE CHAIR The Board has been continuing its work on
developing Oceania’s materiality matrix and
has been undertaking deep dive investigations
into the areas of risk that matter most to our
key stakeholders.
As an example, recently, one risk the Board has
undertaken a deep dive into is the risk of data
information governance and cyber risk. Cyber
risk has become a heightened risk for New Zealand
businesses, particularly over the last year. Oceania
is continuing to invest in additional staff training,
data protection measures and mitigation strategies
to safeguard personal and other information held
by Oceania. Cyber risk remains a key area of
focus for the business.
We have also made tangible progress with our
sustainability initiatives over the last three to six
months, as we are continuing to work towards
our goal of becoming carbon neutral in the future.
We have now completed our Planet Roadmap and
are working on waste diversion strategies and trials
for vermicomposting of incontinence products
as well as other energy efficiency and recycling
initiatives at our sites around New Zealand.
Looking Ahead
On behalf of the Board, I would like to thank the
Directors and our team of dedicated staff for their
continued hard work and effort during what has
been another challenging year.
Despite the ongoing uncertainties associated with
COVID-19, we remain focused on performance and
growth in the business. We are looking forward to
continuing to deliver exceptional service and care
to our residents across New Zealand.
Yours sincerely
Elizabeth Coutts
Chair
Oceania
Construction of our Waimarie Street development
in Auckland is well underway and is progressing
on time and budget. As part of this development,
we have engaged with the local community liaison
group and have received positive feedback as to
how the site is being managed. We are expecting this
premium development, comprising 79 apartments
and 31 care suites, to be completed in FY2023.
Despite additional costs and business interruptions
arising from COVID-19, Oceania’s aged care
business continued to perform well throughout
the period with strong sales volumes of care suites
around New Zealand. The ongoing restrictions
associated with the COVID-19 pandemic have
required us to maintain strong communication
channels with our staff and residents, particularly
with regard to our expectations of our people
in order to keep COVID-19 out of our sites. Our
team have recently been involved in preparing
a comprehensive vaccination roll-out strategy, to
ensure that our residents and staff are vaccinated
against COVID-19. This has been an unprecedented
exercise, both in terms of scale and importance,
and Oceania’s solid clinical expertise and clinical
governance structures have provided us with
a sound basis for this significant task.
Governance
During the period, our Directors visited many
of our sites around New Zealand either as a Board
or individually. Most recently, our monthly Board
meeting was held at The Bellevue (Christchurch)
in March 2021, after we had visited other sites in
Christchurch and Rangiora the previous afternoon.
It was great to meet our people onsite and see
the finished product so soon after completion.
We enjoy the opportunity to hold our meetings
at sites, so that we can meet with staff and observe
the culture and day to day operations at the sites.
We appreciate meeting with our residents and
receiving their feedback, which is then incorporated
into our continuous improvement processes.
04
OCEANIAANNUAL REPORT 2021 LE T T E R F R O M T H E C H A I R (C O N T I N U E D)
Ground works are progressing
well at our premier Waimarie Street,
St Heliers, Auckland site.
Waimarie Street, St Heliers, Auckland
05
O C E A N I A
A N N U A L R E P O R T 2 0 2 1
C HAN GE O F BAL AN C E DAT E
This represents the first Annual Report since the change
of balance date to 31 March 2021. The proforma
comparative underlying earnings positions for the
10 months to 31 March 2020 and the 12 months
to 31 March 2020 are set out on the following pages.
Financial Metrics
The following 10 month trading position as provided below represents
the trading position of the company. The periods represent:
— 10 months to 31 March 2021; and
— 10 months to 31 March 2020 (comparative period)
This forms the basis of the trading highlights pages in this Annual Report.
Underlying earnings 10 month comparative position
$NZ000’s
Care
Village operations
Resales capital gain
Development margin
Corporate
Group U/L EBITDA
Interest
Depreciation
Care Suite depreciation
Underlying NPAT
Occupied beds per day
Effective bed capacity per day
Effective Occupancy (%)
Existing ORAs sold
New ORAs sold
Existing Care Suites sold
New Care Suites sold
Total ORAs sold
06
Audited
10 months to
31 March 2021
Unaudited
10 months to
31 March 2020
18,484
13,320
17,913
23,815
(17,370)
56,162
(6,771)
(13,808)
35,583
6,173
41,756
2,313
2,504
92.4%
81
87
113
107
388
15,391
12,378
10,442
28,611
(14,760)
52,062
(5,024)
(12,044)
34,994
4,984
39,978
2,272
2,477
91.7%
52
55
96
106
309
C H A N G E O F B A L A N C E DAT E
Provided below are 12 month underlying positions. The periods represent:
— 12 months to 31 March 2021; and
— 12 months to 31 March 2020 (comparative period)
During the 12 month period to 31 March 2021, New Zealand has been subject to Alert Level 3 restrictions or
higher for a total of 49 days (13% of a calendar year). In addition to national lockdowns the Auckland region
has been subject to Alert Level 2.5 restrictions or higher for a further 53 days as depicted below.
26 March 2020 —
27 April 2020
12 August 2020 —
30 August 2020
15 February 2021 —
17 February 2021
L E V E L 4 — N Z
L E V E L 3 — A K L
L E V E L 3 — A K L
1 A P R I L 2 0 2 0
3 0 S E P T E M B E R 2 0 2 0
3 1 M A R C H 2 0 2 1
28 April 2020 —
13 May 2020
31 August 2020 —
23 September 2020
L E V E L 3 — N Z
L E V E L 2 .5 — A K L
1 March 2021 —
7 March 2021
L E V E L 3 — A K L
The business has operated under Level 2.5 or above restrictions for a total of 102 calendar days
(28%) of the 12 month period to 31 March 2021.
Underlying earnings 12 month comparative position
$NZ000’s
Care
Village operations
Resales capital gain
Development margin
Corporate
Group U/L EBITDA
Interest
Depreciation
Care Suite depreciation
Underlying NPAT
Occupied beds per day
Effective bed capacity per day
Effective Occupancy (%)
Existing ORAs sold
New ORAs sold
Existing Care Suites sold
New Care Suites sold
Total ORAs sold
Unaudited
12 months to
31 March 2021
Unaudited
12 months to
31 March 2020
23,081
16,458
18,959
29,524
(20,381)
67,641
(7,879)
(16,256)
43,506
7,197
50,703
2,305
2,504
92.0%
88
107
124
115
434
17,944
14,904
15,411
45,023
(18,108)
75,174
(5,545)
(13,782)
55,847
5,397
61,244
2,271
2,474
91.8%
80
78
122
128
408
07
AT A G L AN C E
Better experiences.
Oceania is a leading provider of premium
healthcare services. Our purpose is to reimagine
the aged care and retirement living experience
and we constantly challenge ourselves to deliver
better. We have a substantial development pipeline
and sufficient land to build 1,956 new residences
with 75% of these already consented.
08
OCEANIAANNUAL REPORT 2021 AT A G L A N C E
Staff
Residents
2,800
3,700
Care beds and care suites
Units
2,654
1,367
Existing sites with
mature operations
25
As at 31 March 2021
Existing sites
with brownfield
developments
(current and planned)
19
Undeveloped sites
Total sites
1
45
09
T R AD I N G HIGHLIGHT S 10 months to 31 March 2021
Delivering better.
Financial 10 month period to 31 March 2021
Total assets
as at 31 March 2021
Underlying Earnings Before Interest,
Tax, Depreciation and Amortisation
10 months to 31 March 2021
$1.9bn $56.2m
7.9%
ahead of 10 months to 31 March 2020
proforma underlying earnings before
interest, tax, depreciation and
amortisation of $52.1m
Operating Cash Flow
10 months to 31 March 2021
$96.0m
compared to 12 months
to 31 May 2020 reported
operating cash flow
of $99.4m
21.6%
higher than 31 May 2020
total assets of $1.5bn
Reported Total
Comprehensive Income
10 months to 31 March 2021
$167.8m
compared to 12 months
to 31 May 2020 reported
total comprehensive
income of $9.9m
10
OCEANIAANNUAL REPORT 2021 T R A D I N G H I G H L I G H T S
Operational 10 month period to 31 March 2021
87
New units
81
107
113
Resale units
New care suites
Resale care suites
Total sales
388
25.6%
ahead of total sales for the comparative
10 month period to 31 March 2020 of 309
Developments 10 month period to 31 March 2021
Consents
secured
26
Under
construction
394
Completed
217
To complete
in FY2022
221
Units + care suites
Units + care suites
Units + care suites
Units + care suites
Resource consents
received during FY2021
Units and care suites
under construction
as at 31 March 2021:
– Awatere (Hamilton)
– The BayView Stage 2B
(Tauranga)
Units and care suites
completed in FY2021 at:
– Green Gables (Nelson)
– The Bellevue
(Christchurch)
– The BayView Stage 2A
– Eden (Mt Eden, Auckland)
(Tauranga)
– Gracelands (Hastings)
– Lady Allum (Milford,
Auckland)
– Waimarie Street
(St Heliers, Auckland)
– Stoke (Nelson)
Units and care suites
expected to complete
in FY2022:
– The BayView Stage 2B
(Tauranga)
– Eden (Mt Eden, Auckland)
– Lady Allum (Milford,
Auckland)
– Gracelands (Hastings)
– Stoke (Nelson)
11
A N N U A L R E P O R T 2 0 2 1
LET TER FROM THE C EO
Performance
and growth.
Aged care continues to be an
essential service and a growing
industry in New Zealand. It is a
sector that I feel very privileged
to be involved with.
We implemented a change in our reporting
date during the year, from a historical 31 May
balance date to a 31 March balance date.
The financial statements included within this
Annual Report represent the 10 months of
trading from 1 June 2020 to 31 March 2021.
The highlights pages within this Annual Report
provide a proforma of the 10 month period to
31 March 2020 for comparison purposes.
COVID-19 continued to have an impact on our
financial performance again this year. It presented
a challenge for any business, but more poignant for
a business whose heartbeat is to care for those most
vulnerable to the virus. I have nothing but respect
for our team of 2,800 who have worked relentlessly
and tirelessly to ensure that we have kept this virus
out of our retirement villages and care centres,
and continued to keep our residents, their families,
and each other safe.
12
OCEANIA LE T T E R F R O M T H E C E O
We are committed to ensuring that our clinical
and care staff provide excellent clinical care to our
residents. We focus on providing resident centred
care that is holistic and aims to satisfy our residents’
needs, wishes and choices. We seek to provide
individualised care and to strengthen each resident’s
independence and self-determination, as well as
empower each resident to make their own choices
and uphold their identity and values.
Oceania continues to distinguish itself from other
aged care and retirement village operators due
to its focus on aged care. We have demonstrated
resilience over the past year as a result of our aged
care business being a needs-based product, as
residents and their families make a decision to move
into an aged care centre or buy a care suite when
a resident needs rest home or hospital level care.
Our team have worked hard to ensure that we
continue to deliver growth and performance to
our investor community against this challenging
backdrop. Instead of letting these challenging times
slow down our activity, we increased the investment
in our business, demonstrating our commitment
to building an even better future for Oceania, our
residents, their families and our staff.
Our People
Our people are at the very heart of our business.
It is their passion that allows us to continue to build
on our success. We are pleased to announce that
we made three new senior appointments during
the year to further strengthen our leadership team.
Kathryn Waugh has been promoted to the role of
Chief Financial Officer after having joined Oceania
in 2009 as Financial Controller. Kathryn is a qualified
chartered accountant and prior to joining Oceania,
she held senior roles at PwC.
Anna Thorburn has been promoted to Group
General Counsel. Anna joined Oceania in 2012
having previously worked as a senior solicitor in the
corporate/commercial team at Russell McVeagh.
Kathryn and Anna have both been heavily involved
in Oceania’s corporate transactions, including the
IPO in 2017, the corporate bond in 2020 and the most
recent capital raise and acquisitions in March 2021.
Jo Copeland joined us in March 2021 in the role of
General Manager People. Jo started her career as
an employment lawyer and then spent the last 20
years in Human Resource leadership roles across a
variety of sectors including information technology,
telecommunications, professional services and
pharmaceuticals.
We have further invested in clinical training and
development this year as part of our commitment to
provide a career development pathway for our staff.
Oceania encourages staff to undertake professional
development, including supporting healthcare
assistants to gain qualifications commensurate with
their level of experience, and encouraging registered
nurses to reach the highest level of clinical expertise
as nurse practitioners. Clinical leadership and
education are key to the delivery of quality care,
improving overall skill levels and surveillance abilities.
Oceania is well positioned to leverage
its established operational platform
to pursue a wide range of organic
and inorganic growth opportunities.
Our ongoing employee share scheme gives our
people an opportunity to own a stake in Oceania
and to share in our growth. Permanent staff are
invited to participate in the scheme and receive
an allocation of $800 per annum (for full-time
employees) and $400 per annum (for part-time
employees) of Oceania shares. There was a 77%
uptake in September 2020. We are delighted that
we can further recognise our people in this way
for the crucial part they play in Oceania’s success.
13
The capital raise followed a successful inaugural
$125m corporate bond. This transaction achieved
the lowest coupon ever by an unrated first time
issuer and has increased the diversity of Oceania’s
funding sources, as well as providing additional
certainty of tenor. As a result of the capital raise
and the corporate bond, Oceania had gearing
of less than 25% at balance date, which provides
a good platform for future growth.
Developments
After significant construction delays during the
COVID-19 lockdown periods, we cautiously increased
our spend on our development projects in line with
the return of sales confidence. We have completed
our developments at Green Gables (Nelson),
The Bellevue (Christchurch), The BayView Stage 2A
(Tauranga) and Eden (Auckland).
Green Gables is in a prime area of Nelson. This
location provides a compelling luxury retirement
offering with proximity to the town centre. The build
has 28 apartments and 61 care suites. The Bellevue
adds a luxury offering to our Christchurch site mix.
With 22 apartments and 71 care suites, it also has
a brownfield development opportunity with Stage
Two, 46 apartments, planned to commence in
September 2021. Tauranga continues to be a
growth market and the construction of our first
35 apartments at The BayView has been completed,
with a further 39 apartments and community centre
due for completion in December 2021. The site offers
commanding views out to the Mount. Since 31 March
2021, we have also completed the construction
of 49 apartments at Eden, located in the popular
Auckland suburb of Mt Eden.
We have six projects currently under development
across both the South and North Islands of
New Zealand. Ground works are progressing well
at our premier Waimarie Street (St Heliers, Auckland)
site, which boasts one of the largest cranes in
operation in New Zealand for this type of construction.
This village will offer 79 luxury apartments and
31 care suites and is expected to be completed
in FY2023.
Following the successful sale of two stages of new
villas at Gracelands (Hastings) over the last year,
we are building a further 18 new villas as Stage Three
of this development. These villas will be completed
later this year. The construction of 113 care suites
is underway at Lady Allum (Milford, Auckland) and
we expect the new care building at Lady Allum to
be completed in FY2022.
Acquisitions and funding
Oceania has a well established and proven
brownfield development-led growth strategy,
facilitated by a strong development team and
investment in an operational platform built for scale.
Oceania is well positioned to leverage its established
operational platform to pursue a wide range of
organic and inorganic growth opportunities.
In April 2021 we acquired Waterford, in Hobsonville
Point, Auckland. This is a modern 100 unit retirement
village with future brownfield development
opportunity, located in a growing suburban
Auckland catchment. This acquisition provides
an immediate positive underlying earnings impact
via its existing operations along with significant
development pipeline opportunities.
We have also entered into agreements to purchase
the currently leased Franklin site, encompassing a
44 bed care facility, with an additional 4.1 hectares
of adjacent development land. This total land parcel
presents a prime opportunity for a large integrated
village and care development in one of the fastest
growing secondary urban areas in New Zealand.
These two acquisitions will add 275 independent
living units and care suites in key growth areas of
Auckland. These acquisitions strengthen Oceania’s
development pipeline and provide future NTA and
earnings growth potential.
These acquisitions were funded by way of a highly
successful and oversubscribed $80m placement
and $20m retail offer. We were delighted to observe
strong support from our existing shareholders and
some new faces on the register.
Franklin, Auckland
14
OCEANIAANNUAL REPORT 2021 Outlook
The retirement village and aged care sector
is naturally expanding as the New Zealand
population ages but the opportunity for growth
is far greater. There is an opportunity to improve
many facets including the experience we deliver
to our residents, the positive impact we make
to our local communities, the reduction of our
carbon footprint, and improvement of societal
perceptions around ageing.
Performance and growth are Oceania’s key
ambitions moving forward. We will also maintain
our strong focus on clinical excellence and
operational performance as sector leaders.
Building on the success of our recent capital raise
and acquisitions, with favourable gearing, we will
continue to invest in resource and infrastructure
to achieve this. We have a significant development
pipeline to build on, including both brownfield and
greenfield opportunities.
We look forward to continuing to deliver premium
accommodation and outstanding care services
that enhance our residents’ lives and provide for
a better retirement and aged care living experience
for New Zealanders.
Thank you for your support.
Brent Pattison
Chief Executive Officer
Oceania
LE T T E R F R O M T H E C E O (C O N T I N U E D)
The Bellevue, Christchurch
We have also commenced a new stage of 29 villas
at Stoke (Nelson). This brownfields development will
be undertaken as villas become vacant and the site
becomes available for redevelopment. The first two
villas will be completed later this year.
Our team are also busy with consenting and design
activity, with developments in South Auckland, the
Hawkes Bay and the Nelson/Marlborough region
in the planning stages. We are looking forward to
continuing to develop sites across both metropolitan
and regional areas of New Zealand.
Given the timeframes for purchasing, consenting
and the construction of new developments, we will
continue to seek to acquire new greenfield sites
as good opportunities arise in the next few years.
Brand
Oceania invested in the development of a new brand
platform this year. This brand platform goes well
beyond marketing, setting out a bold ambition for
Oceania to continue to reimagine the category, led
by research and informed by our residents. ‘Believe in
Better’ is a statement of intent, not to rest on our past
achievements, but to constantly challenge ourselves
to deliver better experiences for our residents.
To launch this platform to market, we created
a campaign that championed our residents
authentically and respectfully. We tapped into
something elemental to Kiwis – our human need
to strive for better. We are always looking at ways
to make the world a better place, and our residents
at Oceania are no different. The campaign puts
Oceania residents and their incredible life stories of
striving for better at the heart of our communications.
It celebrates them as people who have lived
incredible lives and who continue to live with a
deep sense of identity, connection and purpose.
15
H OW W E C R E AT E VALU E
Our purpose
To reimagine the retirement and aged
care living experience in New Zealand
Our drivers
Our business
Our people
Highly motivated, passionate and safe staff
Our expertise
The capability of our people and quality
of our systems
Our villages
The quality of our villages and landbank
Our relationships
The strength of the relationships we have with
our key stakeholders and our brand reputation
Develop
Our financial capital
The combination of shareholder funds,
banking facilities and operating cash flow
employed to maintain and grow our business
Our natural capital
The quality of the natural resources we rely
on to run our business today and in the future
16
The
pursuit
of better
Sell
$ Yield
From superior care and
independent living experiences
+
$ Growth
Development of our landbank by
recycling capital from sales
OCEANIAANNUAL REPORT 2021 H OW W E C R E AT E VA L U E
Our value outcomes
Residents love living in our communities
We delight our residents with hospitality
inspired, customer led services
We are passionate about the wellbeing
of our staff, residents and their families
We lead the way in how we do things
17
WO R K I N G O N W HAT MAT T E R S
Strategy
We have set our strategy by considering what is important
to key stakeholders and which risks and opportunities have
the greatest impact on our ability to create value in the short
and long term.
This strategy establishes goals and identifies measures
to report people, planet and prosperity achievements
as we build a better future.
Our purpose
To reimagine the retirement and aged care living experience in New Zealand
People
Planet
Prosperity
Our goals
We delight our residents and staff by
caring for them and making a difference
to their happiness every day.
Our measure
Employee wellness engagement,
resident engagement,
health and safety.
Our goals
Through better use of our resources
we will substantially reduce our
environmental impact enabling
carbon neutrality in the future.
Our measure
Waste to landfill, energy efficiency,
greenhouse gas emissions.
Our goals
Integrated thinking will be embedded
in our strategy, decision making, long
term planning and reporting by 2022.
Our measure
Financial returns and shareholder
value growth.
Our value outcomes
Residents love living
in our communities
We delight our residents
with hospitality inspired,
customer led services
We are passionate about
the wellbeing of our staff,
residents and their families
We lead the way in
how we do things
Our people — Our expertise — Our villages — Our financial capital — Our natural capital
Our drivers
18
OCEANIAANNUAL REPORT 2021 W O R K I N G O N W H AT M AT T E R S
Materiality matrix
In developing our strategy, we conducted a deep dive into
what mattered most to our key stakeholders, being our
residents and their families, our staff and local communities,
our investors and funders, our suppliers and industry bodies
and the government.
The findings from this matrix form the pillars of our strategy
and key performance indicators for success.
E
C
N
A
T
R
O
P
M
I
R
E
D
L
O
H
E
K
A
T
S
2
9
18
6
17
29
20
27
19
13
1
7
3
16
15
8
28
12
11
21
14
4
22
5
30
25
10
24
23
26
B U S I N E S S I M PA C T
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 accommodation
Development margins
Service line ratios and profitability
Village sales
Occupancy rates
Governance and ownership
Debt gearing and funding sources
Technology
Cyber security
19
Better
all round.
Oceania is on a journey to reimagine
the retirement and aged care experience
and what it means to live in a village,
ensuring that this is a stage of life to be
enjoyed with purpose and connection,
in a way that is unique to every resident.
20
OCEANIAANNUAL REPORT 2021 B E T T E R A L L R O U N D
Our residents have always strived
for better, and so do we.
We are always focusing on the future, on enhancing
our offering, innovating and delivering to the
future needs of our residents, their families, the
communities which they live in and our staff.
Every day, our people have an inherent desire to
make our residents’ lives better. From our staff to
management, to the Executive Team and the Board.
From big national driven concepts to smaller local
initiatives, and one off resident experiences, Oceania
is committed to transforming aged care living in
New Zealand.
I’m in what they call a care
suite. It’s well equipped and
very comfortable, everything
I need is here. There’s plenty
of room for my visitors
when they come to see me.
I’m very well looked after here.
The restaurant is very good,
I have most of my meals there
and if you’re not feeling well,
they’ll bring it to your room.
But we are never finished in our quest. We are
never done because better improves every day.
— Priscilla, Oceania Resident
Our human centric approach
At Oceania we design spaces and experiences with
people at the heart. We build communities and
connections, not just bricks and mortar. Everything
we do is designed for our residents and the things
that matter the most to them, being identity,
connection, and purpose.
Boutique village designs
We deliver a retirement and aged care experience
that is bespoke to our residents. We don’t have a one
size fits all approach to our villages. That’s why we
keep our villages boutique with careful consideration
given to the region and community they are part of,
with a unique design that centres around fostering
connections and a tight knit community.
Unique care suite experiences
Our aged care offering is different from others.
Oceania’s care suites deliver exceptional rest home
and hospital level care, evolving as a resident’s
needs increase so the resident doesn’t have to move
again. More importantly, care suites are designed
to feel like home, with private ensuites, living areas
and kitchenettes so our residents can share a cup
of tea with the family like they always have and our
couples’ care suites ensure that even if the residents
have different needs, they can stay together with
their partners as they have always done.
21
Category leading activities
I Love Music
Research shows that listening to our favourite
songs can make us more sociable and trigger long
term memories. We developed ‘I Love Music’ which
is a music programme as unique as every resident,
with their own MP3 player loaded with their
favourite music from past and present.
Move & Groove
Staying fit has a positive impact on residents’
overall health and mental wellbeing and helps
keep them active and mobile. ‘Move and Groove’
is a collaboration between certified Zumba
instructors and Oceania’s physiotherapist team
to develop a programme that can be enjoyed
by any level of mobility, ensuring physical
independence is a priority.
Audiobooks
Reading books relaxes and reduces overall stress
levels, while also increasing joy. As publishers have
moved from print to audiobooks, we have embraced
this change. The Oceania Audiobook Library brings
thousands of books directly to our residents’ ears
making titles both old and new fully accessible for
residents to enjoy.
Guest Services Managers
We’ve developed a Guest Services Manager role
to provide a concierge like service to our care suite
residents. Our Guest Services Managers bring
creativity and empathy, alongside exceptional
problem solving skills and attention to detail, to
deliver hospitality services to delight our residents.
They are the person who delivers all the special
touches to our residents. They get to know the
residents, find out what they like to do and then
make it happen for them. Whether that’s planning
their weekly manicure, helping them set up Skype
to keep in touch with grandchildren, or booking
tickets and organising transport so that they can
go and see a show with their friends.
Hospitality led dining experience
Food is vital for good nutrition, but it is also one
of life’s great joys. Led by a team of skilled chefs
and dieticians, we ensure taste and nutrition are
the heroes of our dishes. We look to culinary trends
and our residents’ personal preferences to refine
and update our menus regularly.
22
OCEANIAANNUAL REPORT 2021 B E T T E R A L L R O U N D (C O N T I N U E D)
Nurse Practitioners
To complement our team of skilled Registered Nurses,
we’ve invested in a team of Nurse Practitioners.
They are highly trained to provide the same services
as a General Practitioner but will be available to
residents whenever they need them. Oceania’s Nurse
Practitioners are integrated into our care process,
providing greater vigilance so they can spot issues
early and build in preventative care measures unique
to each resident.
It’s the little things
Gary, a care resident at Te Mana loves to garden.
When Gary became less mobile, he was no longer
able to bend down and tend to the flowerbeds.
Our staff came up with a great idea. They brought
some hanging flower baskets and hung them at the
perfect height for Gary to reach and tend to them,
enabling him to continue doing what he loved most.
Pat and Beverley, residents at our Atawhai Care
Centre, are academics who share a passion for
history. The activities team quickly discovered
both ladies were keen to have an outlet to use their
research skills and exercise their minds. Each week
the staff find opportunities for Pat and Beverley
to share their passion for history, such as booking
them in to give a talk to the other residents. The
Diversional Therapist also ensures the pair have an
active role during van trips and outings, researching
the destination ahead of time to find fascinating
facts to share with the group along the journey.
As well as the bigger concepts and initiatives,
we also like to pay attention to the little details.
It’s one of the ways that we celebrate our residents’
personality and individuality.
23
Believing in a
better future.
Now more than ever, creating a sustainable
future is paramount to us and our stakeholders.
Our performance extends well beyond that
of financial results. It includes social and
environmental performance, and the impact
we have on our people and our planet.
In 2020, our journey started with looking at
ways in which we could substantially reduce
our environmental impact with the aim to
enable carbon neutrality in the future.
These initiatives have been designed to
step us toward a better future and provide
a healthy environment that we leave for
generations to come.
Planet Roadmap
A major milestone was achieved with the completion
of the Planet Roadmap. The Planet Roadmap is a
summary, communicating to investors, stakeholders,
and the business how Oceania will decarbonise its
business. This takes planet emissions reduction goals
from our strategy and defines how we will achieve
them within the timeframe. It describes the short-
term project workstreams, backed up by emissions
reduction benefits of those projects.
Incontinence product composting trial
Oceania is working with MyNoke, a large worm
farming company, on an incontinence product
vermicomposting trial. Waste from six care centres
is being processed and studied at MyNoke’s Taupo
worm farm. The goal is to roll the solution out
to all sites.
Waste diversion
We now have 30 sites diverting food waste. There
are no national food waste solutions available, so
we have sourced bespoke local solutions including
onsite Bokashi composting, vermicomposting, pig
buckets and commercial composting solutions.
The next stage which is diverting the remaining
organic waste, including paper hand towels, cut
flowers and newspapers, has started and will
roll out across the group.
Energy audits driving efficiency planning
The findings from our energy audits have been an
invaluable contributor to the Planet Roadmap, as
well as providing site specific opportunities that
we will investigate further. The report indicated
which initiatives across the group would provide
meaningful emission reductions to reach our
sustainability targets. It also advised the optimal
timeframe which we built into the roadmap timeline.
For example, LED lighting and energy efficient
shower head conversion, should be implemented in
the short term, while delaying wide-scale gas boiler
conversion is advisable while gas prices remain low.
24
OCEANIAANNUAL REPORT 2021 B E L I E V I N G I N A B E T T E R F U T U R E
Building design energy efficiency
Much of our ability to achieve our long term emission
reduction goals relies on the improved efficiency
design of our new developments. Homestar 6
principles are already incorporated in our building
design brief, but we wish to continually improve our
new buildings’ performance. A review of our design
brief is currently underway to clearly articulate
our sustainability goals and standards. To inform
this brief, we will work with vendors to complete
a design review with energy modelling of the new
Elmwood care centre. This will provide metrics for
benchmarking and recommendations that will be
incorporated into the revised design brief.
Village initiatives
New homes for villa curtains
As the sustainability message permeates throughout
Oceania, individuals and departments are identifying
how they can contribute. The property team recently
spearheaded an initiative where ‘pre loved’ curtains
from refurbished villas, find new homes through
Habitat for Humanity.
Full circle for soft plastics
When the residents of Meadowbank needed new
raised bed garden planters and a compost heap,
the Village Manager thought this would be a perfect
opportunity to show the full circle of their recycling.
For the past year, Meadowbank Village residents
have been collecting soft plastics, which are sent
to Future Post for recycling. Future Post makes fence
posts used for farming and horticulture, that can
also be used for garden beds in retirement villages.
Village recycling directory
More of our village residents are interested in
finding out how they can become more sustainable.
We were approached by residents from three
different Auckland villages, seeking information
on what items can be recycled, and where they can
take these items. In response we are co-ordinating
a resident driven recycling directory and education
resource. Village residents from all Auckland villages
are compiling lists of recycling questions, with a
group of other village residents, researching the
answers to create the content for the directories.
We will use this model for other villages around
the country if this proves successful.
Transferring
ripe Bokashi
bin to compost
bins for further
breakdown.
Stories of better
I’d heard about Bokashi and
always felt it would be a great
thing to try.
I’ve always been conscious of the waste we
produce that was just going to landfill and
also the rubbish bags which are quite heavy
for the staff to lift.
It’s been quite a learning curve and people don’t
always like change. We’ve found out all about
composting and all the layers, it’s like layering
a cake. It’s been a bit of trial and error getting
it right and teaching the staff how to do it.
I often get out there and help with scraping the
waste into our bins. We have three colour coded
bins for compost, general waste and liquids. You’re
paying a lot more attention to what’s going into the
bins and it makes you really aware of the dietary
needs and intake of the residents.
One other thing that’s great is how we are able
to use up cartons. We get a lot of egg cartons and
napkins and we’re able to use them for layering
which is fantastic. We’ve noticed the rubbish bin
is not as full. We’re on a huge recycling buzz —
cardboard, plastics, tins. We’re now totally aware
of what we’re throwing away.
It’s been a really worthwhile experience and
we’re really happy to take part.”
— Jacque Biddick, Kitchen Manager
Otumarama
25
B OAR D O F D I R EC TO R S
Governance that
believes in better.
Our Board has a broad and deep range of complementary skills,
backed by years of experience, a combination that’s been
invaluable in another year where our response to the COVID-19
pandemic has framed the backdrop to our day to day operations.
We remain vigilant, yet COVID-19 hasn’t prevented us from
progressing Oceania in line with our values and the best interests
of our residents and our people.
Elizabeth Coutts
Chair & Independent Director
ONZM, BMS, FCA
Dame Kerry Prendergast
Independent Director
DNZM, CNZM, MBA (VUW), NZRN, NZM
Alan Isaac
Independent Director
CNZM, BCA, FCA
Patrick McCawe
Independent Director
BCA (Hons), MBA, CA
Sally Evans
Independent Director
BHSc, MSc, FAICD, GAIST
Gregory Tomlinson
Independent Director
AME
26
OCEANIAANNUAL REPORT 2021 B OA R D O F D I R E C T O R S
The Board has established four standing
committees to assist in the execution of the
Board’s duties. Throughout the year, each
of the committees met regularly, and focused
on how to make our residents’ lives better.
Audit Committee
Board members: Alan Isaac (Chair), Liz Coutts,
Patrick McCawe.
The Audit Committee focuses on the performance
and growth of Oceania. They provided governance
and support (through a project subcommittee) for
the issue of our corporate bond in October 2020,
and a $100m capital raise in March 2021. Both
initiatives had excellent outcomes.
Our seven year retail bond issue in October 2020
was heavily oversubscribed, raising $125m. Such was
the demand for this bond, the transaction attracted
the lowest coupon rate ever by an unrated first time
issuer and has allowed Oceania to diversify
its funding.
The $100m capital raise in March 2021 was also
a great success. The proceeds of this capital raise
funded the acquisition of Waterford and Franklin.
Both the $80m placement and the $20m retail offer
were significantly oversubscribed and the acquisitions
were well received by the market.
Remuneration Committee
Board members: Sally Evans (Chair), Liz Coutts,
Alan Isaac.
In September 2020, the Remuneration Committee
established the Performance Share Right Plan for
the Executive Team. This incentive programme
encourages key executives to commit to Oceania
for the long term and to align their interests with
those of Oceania’s shareholders.
Oceania’s employee share scheme was again offered
to permanent employees during the year.
Clinical and Health & Safety Committee
Board members: Dame Kerry Prendergast (Chair),
Liz Coutts, Sally Evans.
With the risk associated with the COVID-19
pandemic still prevalent, the Clinical and Health
& Safety Committee has provided oversight and
governance in respect of clinical and health and
safety matters, during the year, and has focused
on clinical excellence.
As of 1 April 2021, Oceania has been accepted
into the ACC accredited AEP Partnership
programme. Our goal is to reduce injuries
and provide early intervention to enable staff
to return safely to independence and work.
Development Committee
Board members: Greg Tomlinson (Chair), Liz Coutts
FY2021 has seen significant development activity
for Oceania. The Development Committee has
provided governance on these projects.
Under construction/planning
The Development Committee visited Waterford
as part of undertaking due diligence investigations
and reviewed management’s due diligence findings.
Completed projects
The Development Committee has overseen
the completion of three significant developments
during FY2021; Green Gables in Nelson
(28 apartments and 61 care suites), The Bellevue
Stage One in Christchurch (22 apartments and
71 care suites) and The BayView Stage 2A in
Tauranga (35 apartments).
The Board held its monthly Board meeting at
The Bellevue in March 2021 and the Directors
were very pleased with the quality of the
completed development.
27
Oceania Waterford
Oceania’s newly acquired Waterford is a
premium lifestyle village with outstanding
common facilities. It is located within the high
growth area of Hobsonville Point, Auckland.
28
OCEANIAANNUAL REPORT 2021 29
O C E A N I A
A N N U A L R E P O R T 2 0 2 1
T H R E E Y E AR S U M MARY
For the 10 month period ended 31 March 2021
Financial Metrics
$NZ000’s
Underlying net profit after tax 1, 2
Underlying EBITDA1
Profit / (loss) for the period
Total comprehensive income
Total assets
Operating cash flow
Operating Metrics
Units
Care suites
Care beds
Total
New sales
Resales
Total
Group occupancy
March 2021
10 months
May 2020
12 months
May 2019
12 months
41.8
56.2
85.5
167.8
1,883.7
96.0
42.9
63.5
(13.6)
9.9
1,548.7
99.4
51.2
64.3
45.4
99.8
1,399.4
89.3
March 2021
10 months
May 2020
12 months
May 2019
12 months
1,367
847
1,807
4,021
194
194
388
92.4%
1,285
679
1,882
3,846
189
166
355
91.5%
1,202
542
2,112
3,856
133
177
310
91.0%
1
2
This is a non-GAAP measure, refer to note 2.1 in the consolidated financial statements for further details.
Underlying Net Profit after Tax has been restated in comparative periods to exclude depreciation in respect of care suites in line with the current period.
30
OCEANIAANNUAL REPORT 2021 C O N S O LI DAT E D F I N A N C I A L S TAT E M E N T S
C O N S O LI DAT E D FI NAN C IAL S TAT E M E N T S
For the 10 month period ended 31 March 2021
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
32
33
34
35
37
87
31
O C E A N I A
A N N U A L R E P O R T 2 0 2 1
C O N S O LI DAT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M E
For the 10 month period ended 31 March 2021
$NZ000’s
Revenue
Change in fair value of investment property
Change in fair value of right of use investment property
Other income
Total income
Employee benefits and other staff costs
Depreciation (buildings)
Depreciation and amortisation
(chattels, leasehold improvements and software)
(Reversal of impairment) / impairment of property, plant and equipment
Impairment of goodwill
Rental expenditure in relation to right of use investment property
Finance costs
Other expenses
Total expenses
Profit / (loss) before income tax
Income tax benefit
Profit / (loss) for the period
Other comprehensive income
Items that will not be subsequently reclassified to profit or loss
Gain on revaluation of property, plant and equipment for the period,
net of tax
Gain on revaluation of right of use assets for the period, net of tax
Items that may be subsequently reclassified to profit or loss
Profit / (loss) on cash flow hedges, net of tax
Other comprehensive income for the period, net of tax
Total comprehensive income for the period attributable
to shareholders of the parent
Notes
March 2021
10 months
2.2
3.1
3.4
2.3
2.4
2.4 , 3.2, 3.4
2.4, 3.2, 3.4, 5.2
2.4, 3.2
2.4, 5.2
2.4, 3.4
2.4
2.4
175,417
79,969
2,299
2,069
May 2020
12 months
193,646
(21,724)
17,086
2,743
259,754
191,751
115,669
8,615
5,193
(4,267)
1,220
4,115
6,795
47,276
184,616
128,100
9,266
5,226
916
491
19,236
6,284
50,540
220,059
75,138
(28,308)
5.1
10,396
85,534
14,666
(13,642)
3.2, 5.1
3.4, 5.1
78,583
61
78,644
29,223
51
29,274
3,609
(5,689)
82,253
23,585
167,787
9,943
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
4.2
4.2
13.8
13.8
(2.2)
(2.2)
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
32
C O N S O LI DAT E D F I N A N C I A L S TAT E M E N T S
C O N S O LI DAT E D BAL AN C E S H E E T
As at 31 March 2021
$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
Lease liabilities
Borrowings
Deferred tax liabilities
Total liabilities
Net assets
Equity
Contributed equity
Retained deficit
Reserves
Total equity
Notes
March 2021
May 2020
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
79,906
47,687
1,099,803
604,052
41,714
10,571
17,624
41,630
947,800
489,990
40,822
10,830
1,883,733
1,548,696
44,308
5,486
41,499
618,433
11,513
327,292
-
34,831
10,484
34,344
535,370
13,001
325,454
-
1,048,531
953,484
835,202
595,212
675,625
(85,406)
244,983
835,202
588,389
(155,907)
162,730
595,212
The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.
33
C O N S O LI DAT E D S TAT E M E N T O F C HAN GES I N EQ U I T Y
For the 10 month period ended 31 March 2021
$NZ000’s
Balance as at 31 May 2019
Notes
Contributed
equity
Retained
deficit
Asset
revaluation
reserve
Cash flow
hedge
reserve
Total equity
580,794
(110,060)
140,931
(1,786)
609,879
Impact of adoption of NZ IFRS 16 Leases
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
(2,211)
(13,642)
-
-
-
-
-
-
29,223
51
-
-
-
-
-
-
-
-
(2,211)
(13,642)
(5,689)
-
-
(5,689)
29,223
51
9,943
(13,642)
29,274
(5,689)
-
(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
Profit for the period
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
5.6
3.2 , 5.1
3.4 , 5.1
Transactions with owners
Dividends paid
Share issue
Directly attributable transaction costs
deducted from equity
Share issue: dividend reinvestment plan
Employee share scheme
Total transactions with owners
4.1
4.1
4.1
4.1
4.3
-
-
-
-
-
-
80,000
(1,939)
9,175
85,534
-
-
-
-
-
78,583
61
-
85,534
3,609
-
-
3,609
78,583
61
85,534
78,644
3,609
167,787
(15,476)
-
-
-
-
443
87,236
(15,033)
-
-
-
-
-
-
-
-
-
-
-
-
(15,476)
80,000
(1,939)
9,175
443
72,203
Balance as at 31 March 2021
675,625
(85,406)
248,849
(3,866)
835,202
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
34
OCEANIAANNUAL REPORT 2021 C O N S O LI DAT E D CAS H FLOW S TAT E M E N T
For the 10 month period ended 31 March 2021
$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
Proceeds from bond issuance
Repayment of bank borrowing from bond proceeds
Proceeds from share placement
Capitalised costs in relation to share placement
Capitalised borrowing costs
Principal payments for right of use assets
Dividends paid
Net cash inflow from financing activities
Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at end of period
March 2021
10 months
May 2020
12 months
142,290
(153,328)
(4,115)
171,387
(52,157)
24
(7,307)
(757)
96,037
163,035
(178,005)
(19,236)
181,298
(40,341)
153
(6,511)
(1,026)
99,367
-
(36,269)
(66,005)
(34)
(40,433)
(95,516)
(102,274)
(135,983)
90,274
(89,652)
125,000
(125,000)
80,000
(1,939)
(1,861)
(2,002)
(6,301)
68,519
62,282
17,624
79,906
166,330
(109,449)
-
-
-
-
(607)
(2,569)
(22,227)
31,478
(5,138)
22,762
17,624
The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.
35
CONSOLIDATED FINANCIAL STATEMENTS C O N S O LI DAT E D CAS H FLOW S TAT E M E N T (continued)
For the 10 month period ended 31 March 2021
Reconciliation of profit after income tax to net cash inflow from operating activities
$NZ000’s
Profit / (loss) for the period
Non cash items included in profit for the period
Deferred management fees accrued but not settled
Depreciation (buildings and care suites)
Depreciation and amortisation
(chattels, leasehold improvements and software)
Impairment of goodwill
Net loss on disposal of property, plant and equipment
Fair value adjustment to investment property
Fair value adjustment to right of use investment property
and right of use land and buildings
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
Other non cash items
Cash items excluded from profit for the period
Receipts from new occupation right agreements
Payments for outgoing occupation right agreements
Increase in operating assets and liabilities
Decrease in trade and other receivables
Increase in trade and other payables
Net cash inflow from operating activities
Notes
March 2021
10 months
85,534
May 2020
12 months
(13,642)
2.2
2.4
2.4
2.4
3.1
3.4
3.2
2.4
2.4
5.6
5.1
4.3
(32,901)
8,615
5,193
1,220
995
(79,969)
(2,262)
(4,304)
18
(1,723)
2,026
-
(30,706)
9,266
5,226
491
204
21,724
(17,086)
916
51
(1,472)
329
101
(10,396)
(14,666)
443
514
(172)
351
(112,531)
(25,443)
171,387
(52,157)
119,230
181,298
(40,341)
140,957
(2,271)
6,075
96,037
(2,595)
90
99,367
The Board of Directors of the Company authorised these consolidated financial statements for issue on 21 May 2021.
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.
36
OCEANIAANNUAL REPORT 2021 N OT ES TO T H E C O N S O LI DAT E D
FI NAN C IAL S TAT E M E N T S
For the period ended 31 March 2021
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 Contingencies and Commitments
5.8 Events After Balance Date
Independent Auditor's Report
38
38
39
40
42
42
49
50
51
53
55
59
64
66
69
69
70
71
72
75
75
78
80
81
81
82
85
85
87
37
CONSOLIDATED FINANCIAL STATEMENTS
N OT ES TO T H E C O N S O LI DAT E D FI NAN C IAL S TAT E M E N T S
For the 10 month period ended 31 March 2021
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 March 2021 and the results of all subsidiaries for the period 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)
38
OCEANIAANNUAL REPORT 2021
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 has been made to the underlying net profit after tax section
of note 2.1 to include an adjustment in relation to depreciation of care suite buildings in deriving underlying profit. This change
has been made to provide comparability of care suite assets, which are subject to an occupation right agreement ('ORA'), with
other village assets subject to an ORA which are treated as investment property for GAAP purposes and are not depreciated.
(v) New Accounting Standards
There have been no changes to accounting standards during the period.
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.
39
CONSOLIDATED FINANCIAL STATEMENTS 1.3 Significant Events and Transactions
(i) COVID-19
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. Refer to note 1.3 of the 31 May 2020
Annual Report for specific details of events to 31 May 2020.
– Post the 31 May 2020 balance date, at 11:59pm on 8 June 2020, Alert Level 1 was entered and was in place at the time
of signing the 31 May 2020 annual financial statements. Strict border restrictions were in place and contact tracing
was encouraged.
– At 12 noon on 12 August 2020, the greater Auckland region re-entered Alert Level 3 lockdown. Businesses including
construction were permitted to operate under strict guidelines. Oceania continued with construction projects in the
development pipeline and sales of retirement village units continued under certain conditions.
The rest of New Zealand was moved back into Alert Level 2. Contact tracing, strict social distancing measures and
mass gathering limits had to be followed.
– At 11:59pm on 30 August 2020, the greater Auckland region entered Alert Level 2 (with extra restrictions).
The rest of New Zealand remained at Alert Level 2.
– At 11:59pm on 21 September 2020, Alert Level 1 came into force for all regions except the Auckland region.
– At 11:59pm on 23 September 2020, Alert Level 2 (with no extra restrictions) came into force for the Auckland region.
– At 11:59pm on 7 October 2020, the greater Auckland region entered Alert Level 1 at which point all of New Zealand
aligned at Alert Level 1.
– At 11:59pm on 14 February 2021, the greater Auckland region entered Alert Level 3. The rest of New Zealand moved
to Alert Level 2.
– At 11:59pm on 17 February 2021, the greater Auckland region entered Alert Level 2. The rest of New Zealand moved
to Alert Level 1.
– At 11:59pm on 22 February 2021, the greater Auckland region entered Alert Level 1 at which point all of New Zealand
aligned at Alert Level 1.
– At 6:00am on 28 February 2021, the greater Auckland region entered Alert Level 3. The rest of New Zealand moved
to Alert Level 2.
– At 6:00am on 7 March 2021, the greater Auckland region entered Alert Level 2. The rest of New Zealand moved
to Alert Level 1.
– At 12:00 noon on 12 March 2021, the greater Auckland region entered Alert Level 1 at which point all of New Zealand
aligned at Alert Level 1.
40
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 Certain key judgements and estimates are applied in the consolidated 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 March 2021 consolidated financial statements:
– CBRE Limited, as independent valuers, undertook a valuation as at 31 March 2021. As at 30 April 2020 CBRE Limited
concluded their valuation on the basis of ‘material valuation uncertainty’ which meant that under extraordinary
circumstances at that time there remained a higher degree of uncertainty than would otherwise be the case however
the valuation could still be relied upon. As at 31 March 2021 this statement has been revised to a lesser one of ‘market
uncertainty’. CBRE Limited continue to state that values and incomes may change more rapidly and significantly than
during standard market conditions and recommend their valuations are reviewed periodically to reflect the duration and
severity of the impact COVID-19 has on New Zealand and its economy.
– 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.
– The enactment of the 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 and has been reflected in the
31 May 2020 comparative figures.
Balance Date
On 9 July 2020 the Group received approval from the Commissioner of Inland Revenue to change the balance date for the
Group and its subsidiaries to 31 March. These consolidated financial statements are the first adopting a 31 March balance
date and represent a period of 10 months.
Retail Bond
On 25 September 2020 Oceania Healthcare Limited announced an offer of up to $75.0m (with the ability to accept up to
an additional $50.0m in oversubscriptions) of 7 year secured fixed rate bonds. On 19 October 2020 bonds totalling $125.0m
were issued to New Zealand retail investors. These bonds mature on 19 October 2027. A fixed interest rate of 2.3% per annum
applies to the Bonds. Refer to note 4.4 for the impact on the 10 months to 31 March 2021.
Capital Raise
On 24 March 2021 the Group successfully completed an institutional share placement of $80.0m. Settlement of the
placement occurred on 26 March 2021 for ASX and on 29 March 2021 for NZX with the allotment of all shares and the
commencement of trading on both NZX and ASX on 29 March 2021. The new shares issued under the placement rank equally
in all aspects with existing ordinary shares on issue.
On 24 March 2021 the Group also announced a non-underwritten $20.0m retail offer. Completion of the offer and allotment
of shares occurred on 16 April 2021.
41
CONSOLIDATED FINANCIAL STATEMENTS 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.
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.
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.
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).
42
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 Care
Village
Recognition of Fair Value
movements on Existing
Care Centres and
Retirement Villages
Recognition in
Underlying Profit
(refer note 2.1 overleaf)
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.
Asset Categorisation
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
recognised in comprehensive
income (i.e. profit or loss).
Fair value movements are
removed. Realised gains on
resales and the development
margins from the sale of
independent living units and
care suites are included,
reflective of the ownership
structure of the assets.
Assets used for village
operations are recognised
as investment property.
Other
N/A
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 above. Amongst other criteria, performance is
measured based on segmental underlying earnings before interest, tax, depreciation and amortisation (‘EBITDA’), which is the
most relevant measure in evaluating the performance of segments relative to other entities that operate within the aged care
and retirement village industries.
Additional Segmental Reporting Information
Capital expenditure: Refer to 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.
43
CONSOLIDATED FINANCIAL STATEMENTS 2.1 Operating Segments (continued)
2021 (10 months)
$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
Reversal of impairment of property, plant
and equipment
Segment EBITDA
Interest income
Finance costs
Depreciation (buildings and care suites)
Depreciation and amortisation (chattels and software)
Profit / (loss) before income tax
Income tax benefit
Profit / (loss) for the period attributable
to shareholders
Other comprehensive income
Gain on revaluation of property, plant and equipment
for the period, net of tax
Gain on revaluation of right of use asset for
the period, net of tax
Loss on cash flow hedges, net of tax
Total comprehensive income for the period
attributable to shareholders of the parent
Care
Operations
146,572
-
-
512
Village
Operations
28,199
79,969
2,299
1,524
147,084
111,991
Other
646
-
-
9
655
Total
175,417
79,969
2,299
2,045
259,730
(128,602)
(20,517)
(17,941)
(167,060)
(1,220)
4,169
21,431
-
-
(8,410)
(4,164)
8,857
10,112
-
98
-
-
91,572
(17,286)
4
-
-
-
20
(6,795)
(205)
(1,029)
91,576
(25,295)
594
(310)
(1,220)
4,267
95,717
24
(6,795)
(8,615)
(5,193)
75,138
10,396
18,969
92,170
(25,605)
85,534
78,583
61
-
-
-
-
-
-
3,609
78,583
61
3,609
97,613
92,170
(21,996)
167,787
44
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 2020 (12 months)
$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
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
Operating expenses
Impairment of goodwill
Reversal of impairment of property,
plant and equipment
Segment EBITDA
Interest income
Finance costs
Depreciation (buildings and care suites)
Depreciation and amortisation (chattels and software)
Profit / (loss) before income tax
Taxation benefit
Profit / (loss) for the period attributable to
shareholders
Other comprehensive income
Gain on revaluation of land and buildings
for the period, net of tax
Gain on revaluation of right of use asset
for the period, net of tax
Loss on cash flow hedges, net of tax
Total comprehensive income for the period
attributable to shareholders of the parent
(144,376)
(34,536)
(18,964)
(197,876)
(491)
(916)
18,435
-
-
(8,989)
(4,602)
4,844
11,485
-
-
-
-
(8,346)
(17,774)
27
-
-
-
(8,319)
6,550
126
(6,284)
(277)
(624)
(24,833)
(3,369)
(491)
(916)
(7,685)
153
(6,284)
(9,266)
(5,226)
(28,308)
14,666
16,329
(1,769)
(28,202)
(13,642)
29,223
51
-
-
-
-
-
-
(5,689)
29,223
51
(5,689)
45,603
(1,769)
(33,891)
9,943
45
CONSOLIDATED FINANCIAL STATEMENTS 2.1 Operating Segments (continued)
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:
Add back /
remove
Add back
Add back
Add back /
remove
Add back
Add back
Add back
Add back
=
Remove
Add back
Add back
=
Net Profit after Tax
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
Impairment of goodwill
Rental expenditure in relation to right of use investment property assets
Loss / gain on sale or decommissioning of assets
Depreciation (Care Suites)
Directors’ estimate of realised gains on the resale of units and care suites sold under an 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
Deferred taxation component of taxation expense so that only the current tax expense
is reflected
Underlying Profit
Interest income
Finance costs (including lease interest under NZ IFRS 16)
Depreciation and amortisation (including right of use property, plant and equipment)
Underlying EBITDA
Change to Definition of Underlying Profit
The definition of Underlying Profit has been amended in the period to add back depreciation of care suites. The comparative
period figures have been restated to reflect this change. The change allows for comparability of care suite assets, which are
subject to an ORA, with other village assets subject to an ORA which are treated as Investment Property for GAAP purposes
and are not depreciated. This change is consistent with the management information used by the company and that which is
reported to the Board. The comparative period has been restated to add back depreciation on care suites. This has increased
Underlying Profit in the comparative period by $6.0m.
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.
46
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 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.
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.
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.
3
47
CONSOLIDATED FINANCIAL STATEMENTS 2.1 Operating Segments (continued)
2021 (10 months)
$NZ000’s
Total comprehensive income for the period attributable
to shareholders of the parent
Care
operations
Village
operations
Other
Total
97,613
92,170
(21,996)
167,787
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: Depreciation (care suites)
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
(82,811)
(82,367)
(3,609)
(168,787)
1,220
-
6,173
-
-
-
22,195
(10,112)
12,083
-
-
2,236
4,165
18,484
-
4,115
-
-
17,913
23,815
55,646
(594)
-
-
-
(84)
-
-
(25,689)
1,220
4,115
6,173
(84)
17,913
23,815
52,152
310
(10,396)
55,052
(25,379)
41,756
(4)
-
-
-
(20)
6,795
206
1,028
55,048
(17,370)
(24)
6,795
2,442
5,193
56,162
2020 (12 months)
$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
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: Depreciation (care suite)1
Add: Realised gain on resale
Add: Realised development margin
Underlying net profit before tax1
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
916
491
-
146
5,980
-
-
23,862
(11,485)
12,377
-
-
3,009
4,602
19,988
(24,637)
5,689
(18,032)
-
19,236
(11)
-
11,489
34,320
67,902
(6,550)
61,352
(27)
-
-
-
-
-
3
-
-
-
(28,199)
3,369
(24,830)
(126)
6,284
277
624
491
19,236
138
5,980
11,489
34,320
63,565
(14,666)
48,899
(153)
6,284
3,286
5,226
61,325
(17,771)
63,542
1
The comparatives above have been restated to add back depreciation on care suites. This has increased Underlying Profit by $6.0m in the
comparative period.
48
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 2.2 Revenue
How We Earn Revenue
Care
Village
Daily care fees for long term and short
term rest home, hospital and dementia
residents
Premium accommodation charges
Deferred management fees
– independent living
Village service fees
– independent living
Deferred management fees
– care suites
Rental income – residents without a
long term occupation right agreement
Other
Training income
Interest income
Accounting Policy
Revenue is recognised in accordance with NZ IFRS 15 Revenue from Contracts with Customers (‘NZ IFRS 15’). Deferred
management fees and rental income are considered leases under NZ IFRS 16 Leases (‘NZ IFRS 16’), 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, for the 10 months to 31 March 2021 amounted to $82.8m (12 months to 31 May 2020: $103.7m).
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.
49
CONSOLIDATED FINANCIAL STATEMENTS 2.2 Revenue (continued)
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.
March 2021
10 months
132,780
3,606
20,234
9,479
1,869
5,208
663
914
664
May 2020
12 months
151,347
3,866
19,926
7,836
1,494
5,997
1,176
1,275
729
175,417
193,646
March 2021
10 months
May 2020
12 months
24
2,045
2,069
153
2,590
2,743
$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
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
50
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 2.4 Expenses
Accounting Policy
All operating expenses are recognised on an accrual basis.
$NZ000’s
Profit before income tax includes the following expenses:
Employee benefits and other staff costs
Wages and salaries
COVID-19 wage subsidy1
Termination benefits
Employee share scheme expense
Other staff costs2
Depreciation and amortisation
Depreciation of buildings
Depreciation of care suites
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
Interest on Retail Bond
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
(Reversal of impairment) / impairment of property, plant and equipment
Rental expenditure in relation to right of use investment property
Impairment of goodwill
Notes
March 2021
10 months
May 2020
12 months
113,124
(156)
281
255
2,165
115,669
1,948
6,173
494
3,104
1,609
480
126,636
(1,821)
1,176
(172)
2,281
128,100
2,663
5,980
623
3,074
2,096
56
13,808
14,492
3,468
1,291
2,782
2,302
(4,261)
455
1
-
757
6,795
(4,267)
7,092
-
3,126
1,087
(6,367)
220
-
101
1,025
6,284
916
4,115
19,236
1,220
491
4.3
3.2
3.2
3.4
3.2
3.4
5.2
3.2
3.4
5.2
1
2
The COVID-19 wage subsidy has been recognised as a reduction in expenses in accordance with NZ IAS 40 Accounting for Government Grants
and Disclosure of Government Assistance.
Other staff costs include costs such as staff training, uniforms and recruitment.
51
CONSOLIDATED FINANCIAL STATEMENTS 2.4 Expenses (continued)
$NZ000’s
Other expenses
Fees paid to Auditor
Audit and review of consolidated financial statements
Other assurance services – Trustee reporting
Other services – Proxy voting (Annual Shareholders Meeting)
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
(Gain) / loss on disposal of property, plant and equipment
Donations
Loss allowance for trade and other receivables
Resident consumables
Movement of Residents’ share of resale gains
Insurance
Legal and professional services
COVID-19 District Health Board allowance1
Other expenses (no items of individual significance)
Total Expenses
Notes
March 2021
10 months
May 2020
12 months
396
6
-
402
2,410
1,301
(84)
3
18
14,340
2,026
2,928
2,867
(142)
21,207
47,276
184,616
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
5.3
1
In the comparative figures 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.
52
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 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.
Market Uncertainty
The date of 30 April 2020 was a particularly significant time in the property market 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. As at 30 April 2020 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.
The property portfolio has been independently valued by CBRE Limited as at 31 March 2021. 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 there has been a reversal of the changes made to key inputs and assumptions which were made in the
30 April 2020 valuation as a result of COVID-19.
As at 31 March 2021 New Zealand was at Alert Level 1 and whilst New Zealand’s borders remain largely closed, and immigration
(which has formerly underpinned growth in the residential market) will be absent for some time, in CBRE Limited’s view the
market had shown better than expected sentiment over the last 6 to 12 months and as a result the key assumptions used in
the valuation have almost all returned to pre COVID-19 levels and the unfavourable changes made to growth rates, discount
rate and discounts on unsold stock at 30 April 2020 have been reversed.
CBRE Limited at 31 March 2021 have reported on the basis of ‘market uncertainty’ meaning that there remains uncertainty in
the market because of the longer term economic impacts of COVID-19. CBRE Limited commented in the valuation report that,
for the avoidance of doubt, the inclusion of the ‘market uncertainty’ declaration does not mean that the valuation cannot be
relied upon. Rather, it has been used in order to be clear and transparent with all parties that, in the current extraordinary
circumstances, there is a higher degree of uncertainty than would otherwise be the case. Further, CBRE Limited continue
to state that values and incomes may change more rapidly and significantly than during standard market conditions and
recommend their valuations are reviewed periodically to reflect the duration and severity of impact COVID-19 has on
New Zealand and its economy.
53
CONSOLIDATED FINANCIAL STATEMENTS 3. Property Assets (continued)
Classification of Serviced Apartments and Care Suites
Where services are provided to residents who occupy accommodation under an ORA, it is the Group’s policy to assess their
level of significance in the context of the overall income derived from the serviced apartment or care suite in ascertaining
whether the serviced apartment or care suite is freehold land and buildings (referred to as property, plant and equipment)
or investment property.
The Group applies the following principles when ascertaining the appropriate accounting treatment to be applied:
CLASSIFICATION
Investment Property
Village Assets
Property, Plant and Equipment
Care Assets
Independent living
(villa or apartment)
SCENARIO
Serviced apartment
Care suite
Traditional care bed
Additional services
are optional
Services are
compulsory but an
insignificant portion
of total revenue
from the unit
Services are
compulsory and a
significant portion
of the total revenue
from the unit
Full ARRC1 funded
care is compulsory
for that unit/bed
CONSIDERATION OF SIGNIFICANCE OF CASH FLOWS
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
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.
1
ARRC refers to age-related residential care.
54
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 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
March 2021
May 2020
Investment property under development at fair value
Opening balance
Transfer from / (to) property, plant and equipment
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 period – developments as at balance date
Change in fair value during the period – developments completed during the period
Closing balance
3.2
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 period – existing villages
Change in fair value during the period – recently completed developments1
Closing balance
3.2
3.4
Held for sale investment property at fair value
Opening balance
Transfer from investment property under development
Disposals
Closing balance
145,020
-
63,881
3,028
(99,512)
-
7,826
23,477
143,720
802,060
99,512
(1,329)
-
7,050
124
-
34,888
13,778
956,083
720
-
(720)
-
101,460
22,193
82,472
3,332
(61,551)
(720)
(1,258)
(908)
145,020
780,214
61,551
(17,592)
(14,006)
10,208
1,287
(44)
(25,132)
5,574
802,060
-
720
-
720
Total investment property
1,099,803
947,800
1 Recently completed developments refers to those developments which were being sold down during the period.
55
CONSOLIDATED FINANCIAL STATEMENTS 3.1 Village Assets: Investment Property (continued)
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 period
Less: Capitalised expenditure including capitalised interest
Add: Disposals
Change in fair value recognised in
Consolidated Statement of Comprehensive Income
March 2021
10 months
152,003
1,329
(74,083)
720
May 2020
12 months
66,126
9,405
(97,299)
44
79,969
(21,724)
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
March 2021
May 2020
143,720
143,720
474,215
573,766
7,205
(84,433)
(14,670)
956,083
-
-
145,020
145,020
370,257
501,739
5,870
(72,933)
(2,873)
802,060
720
720
Total investment property at fair value
1,099,803
947,800
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. In certain circumstances accommodation under an ORA is valued as development land. In these
situations the CBRE Limited valuation is not adjusted for the refundable amounts and consequently no offsetting ‘gross up’
is required. An adjustment of $14.7m (2020: $2.9m) is included in the above reconciliation to reflect this.
The valuation of investment property is adjusted for cash flows relating to refundable occupation licence payments, residents'
share of resale gains and management fee receivable recognised separately on the Consolidated Balance Sheet and also
reflected in the valuation model.
Why do we adjust for the liability to residents?
In the 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.
56
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 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
31 March 2021 (2020: 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.
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 $51.6m
as at 31 March 2021 (2020: $65.2m) 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 31 March 2021 by CBRE Limited (2020: 30 April 2020
by CBRE Limited), at a total of $472.2m (2020: 30 April 2020 $379.8m adjusted downwards for the impact of any sale, resale
and repurchase of ORAs between 1 May 2020 and 31 May 2020 by $10.3m with a corresponding increase in refundable
occupation licence payments of $13.3m to arrive at the fair value of completed investment properties at 31 May 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.
On 8 September 2020 the one parcel of land that met the definition of held for sale as at 31 May 2020 was sold to a third
party. There was no gain or loss on this transaction. No properties met the definition of held for sale as at 31 March 2021.
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.
Key Accounting Estimates and Judgements
All investment properties have been determined to be Level 3 (2020: Level 3) in the fair value hierarchy as the fair value
is determined using inputs that are unobservable.
57
CONSOLIDATED FINANCIAL STATEMENTS 3.1 Village Assets: Investment Property (continued)
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
2021
2020
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
14.0% - 20.0%
(median: 15.0%)
14.1% - 20.3%
(median: 15.3%)
0.5% - 3.5%
(2.0%) - 3.0%
2.5% - 3.5%
2.5% - 3.5%
Due to the market 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 March 2021
Completed investment
property
Valuation $NZ000’s
Difference $NZ000’s
Difference %
At 31 May 2020
Completed investment
property
Valuation $NZ000’s
Difference $NZ000’s
Difference %
Adopted
value
Discount rate
+0.5%
Discount rate
-0.5%
Property
growth rate
+50 bp
Property
growth rate
-50 bp
474,215
(17,288)
(3.6%)
18,442
3.9%
18,025
3.8%
(31,516)
(6.6%)
Adopted
value
Discount rate
+0.5%
Discount rate
-0.5%
Property
growth rate
+50 bp
Property
growth rate
-50 bp
370,257
(13,998)
(3.8%)
14,940
4.0%
22,519
6.1%
(23,563)
(6.4%)
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
2021
2020
2.8 years – 8.5 years
(median: 7.0 years)
3.2 years – 8.3 years
(median: 6.8 years)
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.
58
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 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 period 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
– Chattels and leasehold improvements
– Motor vehicles
Useful life range
10 - 50 years
2 - 50 years
5 years
Weighted average
depreciation rate
2.75%
20%
22%
59
CONSOLIDATED FINANCIAL STATEMENTS 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
Period ended 31 March 2021
Opening net book amount
Additions
Capitalised interest and line fees
Disposals
Depreciation
Transfer to right of use assets
Transfer from investment property
Reclassification within property,
plant and equipment
Revaluation surplus
Comprehensive income
– Existing care centres
– Care centres recently developed /
under development
Other comprehensive income1
– Existing care centres
– Care centres recently developed /
under development
Closing net book amount
At 31 March 2021
Cost
Valuation
Accumulated depreciation
Net book amount
Freehold land
and buildings
under
development
Notes
Freehold
land
Freehold
buildings
Chattels and
leasehold
improvements
Total
54,206
77,496
339,916
18,372
489,990
18,664
837
-
-
-
-
3.4
3.1
-
-
-
-
-
-
-
1,329
8,189
271
-
4,138
30,991
-
-
1,108
-
(8,121)
(3,104)
(11,225)
(32,998)
(2,105)
35,103
1,610
1,076
1,543
-
-
75
2,007
16,333
31,757
10,441
-
27,017
-
-
-
-
-
-
-
-
1,329
-
4,229
75
50,097
37,458
54,767
92,800
437,079
19,406
604,052
-
-
-
51,543
51,543
54,767
92,800
437,079
-
584,646
-
-
-
(32,137)
(32,137)
54,767
92,800
437,079
19,406
604,052
1
The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.
60
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 Freehold land
and buildings
under
development
Notes
Freehold
land
Freehold
buildings
Chattels and
leasehold
improvements
Total
NZ$000’s
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 income1
– Existing care centres
– Care centres recently developed
/ under development
Closing net book amount
At 31 May 2020
Cost
Valuation
Accumulated depreciation
Net book amount
70,297
70,662
282,417
19,333
442,709
20,776
958
-
-
-
-
-
-
-
-
7,722
790
-
7,643
36,141
-
(155)
1,748
(155)
(8,643)
(3,074)
(11,717)
-
(5,375)
(5,375)
(22,193)
570
17,022
(22,759)
3,300
19,459
(1,034)
454
(313)
-
(95)
72
1,608
2,469
652
6,553
136
20,738
-
-
-
-
-
-
(4,601)
-
(893)
(23)
4,729
27,427
54,206
77,496
339,916
18,372
489,990
-
-
-
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
Land and Buildings Under Development
A valuation in respect of development land was provided by CBRE Limited as at 31 March 2021.
Any costs incurred to 31 March 2021 on the developments are included in arriving at the fair value as at 31 March 2021.
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 $16.2m
as at 31 March 2021 (2020: $20.3m) 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.
1
The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.
61
CONSOLIDATED FINANCIAL STATEMENTS 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 31 March 2021
(2020: 30 April 2020).
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 $10.4m of goodwill (30 April 2020: $12.0m) 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 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. No adjustment has been made or required
as at 31 March 2021. As at 31 May 2020 an adjustment was made in respect of two sites, a decrease of $8.7m, to the CBRE
Limited valuation. The CBRE Limited valuation of care suites includes $0.1m of goodwill (2020: $0.6m). 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 (2020: 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 31 March 2021 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 31 March 2021
valuation range from 12.0% to 17.0% with a median value of 13.4% (30 April 2020: 11.0% to 17.75% with a median value of
13.0%). The valuation was apportioned between land, buildings, chattels / plant and equipment and goodwill to determine
the fair value of the assets.
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.
62
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 Sensitivities
At 31 March 2021
Adopted value
Capitalisation rate +50 bp
Capitalisation rate -50 bp
Freehold land and buildings
Valuation $NZ000’s
Difference $NZ000’s
Difference %
529,879
(32,694)
(6.2%)
36,509
6.9%
At 31 May 2020
Adopted value
Capitalisation rate +50 bp
Capitalisation rate -50 bp
Freehold land and buildings
Valuation $NZ000’s
Difference $NZ000’s
Difference %
At 31 March 2021
Completed care suite property
Valuation $NZ000’s
Difference $NZ000’s
Difference %
At 31 May 2020
Completed care suite property
Valuation $NZ000’s
Difference $NZ000’s
Difference %
Assets Held for Sale
417,412
(23,041)
(5.5%)
28,316
6.8%
Adopted
value
Discount rate
+0.5%
Discount rate
-0.5%
Property
growth rate
+50 bp
Property
growth rate
-50 bp
170,367
(10,512)
(3.6%)
11,738
3.9%
6,476
3.8%
(11,323)
(6.6%)
Adopted
value
Discount rate
+0.5%
Discount rate
-0.5%
Property
growth rate
+50 bp
Property
growth rate
-50 bp
113,395
(6,259)
(3.8%)
7,692
4.0%
6,897
6.1%
(7,216)
(6.4%)
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 2021
Carrying amount
– Historical cost 2020
Freehold
land
Freehold
buildings
Freehold land and
buildings under
development
Total
32,008
245,872
3,052
280,932
36,911
226,382
21,929
285,222
63
CONSOLIDATED FINANCIAL STATEMENTS 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 to 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 (2020: 7 years, 5 years, 3 years).
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.
64
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 $NZ000’s
Village
Refundable occupation licence payments
Residents’ share of resale gains
Less: Management fee receivable (per contract)
Leasehold Village
Refundable occupation licence payments
Less: Management fee receivable (per contract)
Care Suites
Refundable occupation licence payments
Accommodation rebate
Less: Management fee receivable (per contract)
March 2021
May 2020
573,766
7,205
501,739
5,870
(117,300)
(100,912)
463,671
406,697
37,130
(6,647)
30,483
33,015
(3,809)
29,206
152,273
120,506
375
(28,369)
124,279
559
(21,598)
99,467
Total refundable occupation right agreements
618,433
535,370
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)
March 2021
May 2020
(117,300)
(100,912)
32,867
(84,433)
27,979
(72,933)
(6,647)
2,590
(4,057)
(3,809)
1,621
(2,188)
(28,369)
6,042
(21,598)
4,744
(22,327)
(16,854)
65
CONSOLIDATED FINANCIAL STATEMENTS N OT ES TO T H E C O N S O LI DAT E D FI NAN C IAL S TAT E M E N T S (continued)
For the 10 month period ended 31 March 2021
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 to use an
asset over the life of the lease. There is a corresponding lease liability on the Consolidated Balance Sheet which
represents the present value of the future lease payments.
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
March 2021
$NZ000’s
Opening net book value
Additions
Disposals
Depreciation
Revaluation for the period –
Comprehensive Income
Revaluation for the period1 –
Other Comprehensive Income
Net book value as at 31 March 2021
Investment
Property
31,140
7
-
-
Land and
Buildings
4,837
33
(266)
(494)
Chattels
4,845
872
(9)
Total
40,822
912
(275)
(1,609)
(2,103)
2,299
(37)
-
33,446
96
4,169
-
-
4,099
2,262
96
41,714
1
The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.
66
OCEANIAANNUAL REPORT 2021 May 2020
$NZ000’s
Opening net book value
Recognition on adoption of
NZ IFRS 16 Leases
Notes
Investment
Property
-
-
Transfer from investment property /
property, plant and equipment
3.1, 3.2
14,006
Additions
Disposals
Depreciation
Revaluation for the year –
Comprehensive Income
Revaluation for the year14 –
Other Comprehensive Income
Net book value as at 31 May 2020
March 2021
$NZ000’s
Cost
Valuation
Accumulated depreciation
Net book value as at 31 March 2021
Land and
Buildings
-
5,423
-
8
-
Chattels
-
235
5,375
1,336
(5)
Total
-
5,658
19,381
1,350
(5)
(623)
(2,096)
(2,719)
(42)
71
4,837
-
-
17,086
71
4,845
40,822
6
-
-
17,128
-
31,140
Investment
Property
Land and
Buildings
-
33,446
-
33,446
-
4,169
-
4,169
Chattels
8,924
-
(4,825)
4,099
Total
8,924
37,615
(4,825)
41,714
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
March 2021
May 2020
373
37,130
(4,057)
33,446
313
33,015
(2,188)
31,140
The valuation of right of use investment property is adjusted for cash flows relating to refundable occupation licence
payments and management fee receivable recognised separately on the Consolidated Balance Sheet and also reflected
in the valuation model.
67
CONSOLIDATED FINANCIAL STATEMENTS 3.4 Leases (continued)
Lease Liabilities
March 2021
$NZ000’s
Opening net book value
Additions and disposals
Interest
Lease payments made
Lease liabilities as at 31 March 2021
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
Investment
property
Land and
buildings
-
-
-
-
-
Notes
Investment
property
4.4
-
-
-
-
-
-
-
7,865
(349)
352
(847)
7,021
Land and
buildings
-
8,444
-
-
471
(1,050)
7,865
Chattels
5,136
863
345
(1,852)
4,492
Chattels
-
278
5,517
1,331
508
(2,498)
5,136
Total
13,001
514
697
(2,699)
11,513
Total
-
8,722
5,517
1,331
979
(3,548)
13,001
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 31 March 2021.
The carrying value of the right of use asset as at 31 March 2021 in respect of this leased site is $33.4m (2020: $31.1m).
On 15 February 2021 the Group entered into a Sale and Purchase Agreement to purchase one leased site for a purchase
price of $5.0m. Date of settlement is 18 June 2021.
Lease of Property, Plant and Equipment
The Group leases three care centres which are valued as right of use assets as well as on 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 31 March 2021.
68
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021
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
689,276,946
618,056,183
Total contributed equity
689,276,946
618,056,183
675,625
675,625
588,389
588,389
March 2021
Shares
May 2020
Shares
March 2021
$NZ000’s
May 2020
$NZ000’s
Movements
Opening balance of ordinary shares issued
618,056,183
610,254,535
588,389
580,794
Shares issued for employee share scheme
Shares issued for dividend reinvestment plan
Share issue (placement)
Capitalised costs in relation to share placement
1,193,045
8,489,256
61,538,462
-
1,004,640
6,797,008
-
-
-
9,175
80,000
(1,939)
-
7,595
-
-
Closing balance of ordinary shares issued
689,276,946
618,056,183
675,625
588,389
All ordinary shares are authorised and rank equally with one vote attached to each fully paid ordinary share. The shares
have no par value.
Share Issue
On 29 March 2021 a total of 61,538,462 shares with a value of $1.30 per share were issued in relation to an Institutional
Placement. These shares rank equally with existing shares. The Placement was fully underwritten. Fees incurred of $1.9m
have been offset against funds raised.
Dividend Reinvestment Plan (‘DRP’)
– 1,399,054 shares with a value of $1.5331 per share were issued in the four months to 31 March 2021 in relation to the
30 November 2020 dividend reinvestment plan.
– 2,613,632 shares with a value of $0.9910 per share were issued in the six months to 30 November 2020 in relation to the
31 May 2020 dividend reinvestment plan. Further, 4,476,570 shares with a value of $0.9910 were issued in the six months
to 30 November 2020 pursuant to an underwriting agreement with Macquarie Securities (NZ) Limited.
– 2,272,880 shares with a value of $1.0018 per share were issued in relation to the 31 May 2019 dividend reinvestment plan.
– 4,524,128 shares with a value of $1.175 per share were issued in relation to the 30 November 2019 dividend reinvestment
plan.
Recognition and Measurement
– 3,164,556 shares are held by the Group and its subsidiaries in relation to a previously cancelled long term incentive plan
scheme. Shares issued to OCA Employees Trustee Limited, a subsidiary, on behalf of Oceania employees in relation to an
employee share scheme are classified as Treasury Shares as the Group has a beneficial interest in the 3,164,556 shares.
– On 20 November 2020, 1,948,061 share rights were issued for nil consideration and a nil exercise price in relation to the
LTI Scheme for the provision of performance-based remuneration.
Group Structure
There are no major shareholders.
69
CONSOLIDATED FINANCIAL STATEMENTS 4.1 Shareholder Equity and Reserves (continued)
Dividends
On 21 May 2021, a full year dividend of 2.1 cents per share (not imputed) was declared and will be paid on 22 June 2021.
The record date for entitlement is 8 June 2021.
Final dividend for the prior year
Interim dividend for period
Total dividends declared during the period1
Dividend Reinvestment Plan
March 2021
cents per share
March 2021
$NZ000’s
1.2
1.3
7,417
8,142
15,559
May 2020
cents per share
2.6
2.3
May 2020
$NZ000’s
15,867
14,037
29,904
On 25 July 2019, the Board approved the implementation of a dividend reinvestment plan for New Zealand and Australian
shareholders. This plan has been effective for all subsequent dividends. This plan shall also be effective for the dividend
payable on 22 June 2021 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 4 June 2021. The dividend reinvestment plan shall apply to those shareholders
who have provided a participation election by 5:00pm on the dividend election date, being 9 June 2021.
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 period.
$NZ000’s
Profit / (loss) after tax ($’000)
Weighted average number of ordinary shares outstanding ('000s)
Basic earnings per share (cents per share)
Diluted
March 2021
10 months
85,534
621,537
13.8
May 2020
12 months
(13,642)
610,711
(2.2)
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 March 2021 there were no shares with a dilutive effect
(2020: nil).
Profit / (loss) after tax ($’000)
Diluted weighted average number of ordinary shares outstanding ('000s)
Diluted earnings per share (cents per share)
March 2021
10 months
85,534
621,537
13.8
May 2020
12 months
(13,642)
610,711
(2.2)
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 shares held within the Group.
70
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 4.3 Employee Share Based Payments
Employee Share Scheme
On 15 September 2020 the Board approved a new Long Term Incentive Scheme for its senior executives (‘LTI Scheme’).
The LTI Scheme has been established to:
– provide an incentive to key executives to commit to Oceania for the long term; and
– align these executives’ interests with the interests of Oceania’s shareholders.
Participants in the Scheme will be granted Share Rights from time to time which will, on vesting, convert into an entitlement
to receive ordinary shares. Vesting will depend on achievement of certain performance hurdles relating to Oceania’s total
shareholder return relative to the NZX50, and Oceania’s performance against EBITDA targets.
Share Rights become exercisable if the holder remains employed on the vesting date and performance hurdles are met
over the period from the commencement date to the measurement date, and in certain other exceptional circumstances.
On becoming exercisable, each Share Right will entitle the holder to receive one fully paid ordinary share in Oceania
Healthcare Limited, less an adjustment for tax paid on the holder’s behalf for the benefit received under the Scheme.
The Share Rights have a nil exercise price.
Performance Hurdles
The Share Rights in each grant are divided between two performance hurdles;
– Share Rights will qualify for vesting on a straight-line basis, from 0%, where the total shareholder return (TSR) from the
commencement date to the measurement date is equal to the 35th percentile of the NZX50 Group, to 100% where the
TSR is equal to or greater than the 75th percentile of the NZX50 Group; and
– For the second performance hurdle, Share Rights will qualify for vesting if the Group’s annual growth in underlying
earnings (before interest, tax, depreciation and amortisation) per share (UEPS) from the commencement date to the
measurement date is equal to or greater than the target for growth in UEPS for that period.
Lapse
– Share Rights will lapse where the performance hurdles are not met on a relevant measurement date or, in general,
where the participant ceases to be employed by the Group before the vesting date (except in certain circumstances).
Employee Share Plan
On 22 September 2020 1,193,045 shares were issued as part of an employee share scheme (‘ESS’). All permanent employees
as at 1 August 2020 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.
In the comparative period, on 25 July 2019, 1,004,640 shares were issued as part of the ESS.
71
CONSOLIDATED FINANCIAL STATEMENTS 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
Retail Bond – OCA010
Capitalised bond costs
Total borrowings
Current
Non current
Total borrowings excluding capitalised loan costs
Recognition and Measurement
March 2021
May 2020
204,930
(473)
125,000
(2,165)
327,292
-
329,930
329,930
326,686
(1,232)
-
-
325,454
-
326,686
326,686
Bank Loans
Interest is charged using the BKBM Bill rate plus a margin and line fee. Interest rates applicable in the 10 month period to
31 March 2021 ranged from 2.40% to 2.58% (year to 31 May 2020: 2.52% to 3.85%).
Retail Bond
The Group issued 125.0m retail bonds totalling $125.0m on 19 October 2020 with a maturity date of 19 October 2027.
The bonds are listed on the NZX Debt Market (NZDX) with the ID OCA010. The bond has a fixed interest rate of 2.3%.
The bonds are quoted on the NZX Debt Market and their fair value at balance date is based on their listed market price
as at balance date. Interest on OCA010 is payable quarterly in January, April, July and October in equal instalments.
The bonds were trading at a yield of 2.7% as at close of business on 31 March 2021.
Debt Financing
On 30 October 2020, an agreement was entered into with the banking syndicate to decrease total debt facility limits
from $420.0m to $350.0m as follows:
(i) General Corporate Facility limit decreased to $85.0m; and
(ii) Development Facility limit increased to $265.0m.
The maturity of borrowings is 31 July 2023.
72
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 Financing Arrangements
At 31 March 2021, the Group held committed bank facilities with drawings as follows:
$NZ000’s
General Corporate Facility
Development Facility
General Facility
Total
March 2021
Committed
March 2021
Drawn
May 2020
Committed
85,000
265,000
-
-
204,930
-
350,000
204,930
135,000
215,000
70,000
420,000
May 2020
Drawn
118,567
208,119
-
326,686
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
c) Guarantor Group Coverage – at all times the adjusted EBITDA of the Guaranteeing Group must be at least 90% of the
Adjusted EBITDA of the total tangible assets of the Group; and
d) Development – at all times the outstanding principal amount under the Development Facility shall not exceed the
Development Value. Development Value (per the most recent valuation excluding any settled stock) is the aggregate value
of all Residential Facilities in all Developments that are being funded by the Development Facility less their cost to complete.
The covenants are tested half yearly. All covenants have been complied with during the period. 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 Leases.
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 March 2021 the balance of the bank loans over which the properties are held as security is $204.9m (2020: $327.0m),
the total commitment as at 31 March 2021 is $350.0m (2020: $420.0m).
73
CONSOLIDATED FINANCIAL STATEMENTS 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
March 2021
May 2020
79,906
(2,431)
17,624
(2,407)
(339,012)
(337,280)
(261,537)
(322,063)
79,906
(136,513)
(204,930)
17,624
(113,001)
(226,686)
(261,537)
(322,063)
Liabilities from financing activities
NZ$000’s
Net debt as at 31 May 2019
Cash flows
Recognition on adoption of
NZ IFRS 16 Leases
Acquisitions – finance leases
Terminations – finance leases
Other non-cash movements
Net debt as at 31 May 2020
Finance
leases due
within
1 year
Finance
leases due
after
1 year
(1,600)
(3,917)
337
(786)
3,211
(7,936)
(188)
(1,148)
5
(175)
-
(804)
Cash
22,762
(5,138)
-
-
-
-
17,624
(2,407)
(10,594)
Net debt as at 31 May 2020
17,624
(2,407)
(10,594)
Cash flows
Acquisitions – finance leases
Terminations – finance leases
Other non-cash movements
Net debt as at 31 March 2021
62,282
-
-
-
2,253
178
8,503
578
(3,132)
(10,595)
677
3,026
79,906
(2,431)
(9,082)
Borrowings
due within
1 year
Borrowings
due after
1 year
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
(265,487)
(248,242)
(56,882)
(58,472)
-
-
-
(8,722)
(1,336)
5
(4,317)
(5,296)
(326,686)
(322,063)
(326,686)
(322,063)
(592)
72,446
-
-
756
(13,727)
(2,652)
1,051
(329,930)
(261,537)
74
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 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 period comprises current and deferred tax. Tax is recognised in the calculation of
profit for the period 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 balance date. 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.
75
CONSOLIDATED FINANCIAL STATEMENTS March 2021
10 months
May 2020
12 months
-
(10,396)
(10,396)
75,138
21,039
342
387
(1,193)
(3,752)
(23,035)
(5,910)
3,254
28
(1,194)
683
-
9,351
-
-
(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
-
(4,149)
(10,103)
(8,583)
(10,873)
(8)
(723)
3,752
336
-
499
(89)
(271)
1,531
-
367
3,252
(10,396)
(14,666)
(10,396)
(14,666)
5.1 Income Tax (continued)
$NZ000’s
Income tax benefit
Current tax
Deferred tax
Taxation expense is calculated as follows:
Profit / (loss) 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
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
Other deferred tax assets not recognised
Prior period adjustments: other
Losses utilised or derecognised
Deferred tax benefit
Income tax benefit
76
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 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
Deferred tax assets not recognised
Deferred tax (liabilities) / assets
$NZ000’s
Investment property
Property, plant and equipment
Right of use assets
Provisions and other assets / liabilities
DMF revenue in advance
Tax losses
Deferred tax liabilities
Balance
1 June 2020
Audited
(960)
(14,651)
929
8,645
5,538
499
-
-
Balance
1 June 2019
Audited
(9,264)
(22,504)
-
6,123
7,069
3,751
(14,825)
Recognition and Measurement
No income tax was paid or payable during the period (2020: nil).
Key Accounting Judgements
Deferred Tax on Investment Property
Recognised in
Consolidated
Statement of
Comprehensive
Income
Recognised
in Other
Comprehensive
Income
Balance
31 March 2021
Audited
-
3,189
(8,972)
(13,520)
4,149
10,103
8
723
(3,752)
(499)
(336)
(35)
(1,389)
-
-
-
902
7,979
1,786
-
(336)
-
10,396
(10,396)
Recognised in
Consolidated
Statement of
Comprehensive
Income
Recognised
in Other
Comprehensive
Income
Balance
31 May 2020
Audited
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
-
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 and deductible amounts as provided by CBRE Limited, to the
extent that it doesn’t relate to land. The Group uses the CBRE Limited valuation of land and improvements to estimate the
apportionment of cash flows arising from the depreciable (i.e. buildings) and non-depreciable components (i.e. land).
77
CONSOLIDATED FINANCIAL STATEMENTS 5.1 Income Tax (continued)
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).
After taking into consideration losses generated in the period to 31 March 2021, the Group now has an estimated $86.9m
(2020: $53.4m) of available tax losses as at 31 March 2021.
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. All available losses generated
are held off balance sheet and are noted below:
NZ$000’s
Opening balance – tax losses
Prior period adjustments: other
Losses per Inland Revenue
Losses utilised for the period
Losses forfeited during the period
Losses generated during the period
Closing balance – tax losses
5.2 Intangible Assets
Accounting Policy
March 2021
10 months
May 2020
12 months
53,435
43
53,478
-
-
33,397
86,875
25,589
(2,280)
23,309
-
(6,900)
37,026
53,435
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 March 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).
78
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 $NZ000’s
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
Period ended 31 March 2021
Opening net book amount
Additions
Amortisation
Impairment charge
Disposal
Closing net book amount
As at 31 March 2021
At cost
Accumulated amortisation and impairment
Net book amount
Goodwill
Software
Total
7,056
-
-
(491)
-
6,565
1,612
2,709
(56)
-
-
8,668
2,709
(56)
(491)
-
4,265
10,830
207,387
(200,822)
6,565
7,021
(2,756)
4,265
214,408
(203,578)
10,830
6,565
-
-
(1,220)
-
5,345
4,265
1,441
(480)
-
-
10,830
1,441
(480)
(1,220)
-
5,226
10,571
207,387
(202,042)
8,426
215,813
(3,200)
(205,242)
5,345
5,226
10,571
Impairment Test for Goodwill
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.
79
CONSOLIDATED FINANCIAL STATEMENTS 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 $0.5m (2020: $0.4m).
$NZ000’s
Net trade and other receivables
Trade receivables
Less: Loss allowance
Occupation licence payment receivable
Prepayments
Deposits on freehold land and buildings
Trade and other receivables
March 2021
May 2020
14,337
(454)
13,883
29,219
2,585
2,000
47,687
13,032
(435)
12,597
27,636
1,397
-
41,630
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 mode:
– 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
Departure
<90 days
Current
1%
1%
-
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.
80
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 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 (2020: $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.
$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
5.5 Related Party Transactions
March 2021
May 2020
9,302
15,481
900
18,625
-
44,308
5,858
11,654
514
16,658
147
34,831
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 their 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
OCA Employees Trustee Limited
Ownership and operation of
retirement villages
Hold LTIP shares on behalf of
employees
2021
100%
100%
100%
2020
100%
100%
100%
Class of
shares
Ordinary
Ordinary
Ordinary
100%
100%
Ordinary
All subsidiaries are incorporated in New Zealand and have a balance date of 31 March (2020: 31 May). There are no
significant restrictions on subsidiaries.
81
CONSOLIDATED FINANCIAL STATEMENTS 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
and exclude those in an Acting capacity.
$NZ000’s
Directors' remuneration and expenses
Directors’ dividends including DRP
Salaries and other short term employee benefits
Key management personnel dividends including DRP
Termination benefits1
Transactions with Related Parties
There are no outstanding balances with related parties (2020: nil).
5.6 Financial Risk Management
March 2021
10 months
May 2020
12 months
561
398
2,107
83
-
3,149
729
670
2,448
212
772
4,831
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.
1
Termination benefits in the 12 months to 31 May 2020 were made to two employees who met the definition of ‘key management’ and ceased to be
employed by the Group during the year.
82
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 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
2021
Interest expense
Change in fair value of cash flow hedges
2020
Interest expense1
Change in fair value of cash flow hedges
+1%
-1%
Profit / (loss)
Equity
Profit / (loss)
Equity
(33)
-
(33)
5,081
33
-
33
(5,284)
412
43
412
6,480
(412)
(45)
(412)
(6,790)
1
Comparative figures have been restated to correctly represent the sensitivity movements.
Interest Rate Swaps
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. 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. 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 March 2021, $175.0m (2020: $175.0m) are being used to cover
approximately 85% (2020: 54%) 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% (2020: 4.1%). The fair value of these
agreements at 31 March 2021 is a $5.5m 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
Notional principal amount
March 2021
%
May 2020
%
March 2021
$NZ000’s
May 2020
$NZ000’s
-
3.04
3.17
3.35
-
3.04
3.17
3.35
-
75,000
50,000
50,000
-
75,000
50,000
50,000
83
CONSOLIDATED FINANCIAL STATEMENTS
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 March 2021 is AA- (2020: 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
2021
Trade and other payables
Lease liabilities
Borrowings
Cash flow hedge – interest rate swaps
Refundable occupation right agreements
2020
Trade and other payables
Lease liabilities
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
24,783
3,108
7,942
2,772
618,433
17,512
3,211
7,730
2,958
535,370
-
1,521
8,394
2,386
-
-
2,870
7,484
3,090
-
-
4,213
214,215
1,497
-
-
4,138
334,361
6,776
-
-
6,373
127,875
-
-
-
7,134
-
885
-
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.
84
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 (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.
5.7 Contingencies and Commitments
At 31 March 2021, the Group had no contingent liabilities or assets (2020: nil).
At 31 March 2021, the Group has a number of commitments to develop and construct certain sites totalling $131.4m
(2020: $113.9m) of which $131.4m (2020: $113.5m) relates to development sites.
As at 31 March 2021, a commitment of $9.3m (2020: $9.3m) exists in relation to Stage One and $5.8m (2020: $9.9m) 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.
5.8 Events After Balance Date
Acquisitions
On 23 March 2021, Oceania Village Company Limited entered into a Sale and Purchase Agreement to purchase the business
assets of Waterford on Hobsonville Point (‘Waterford’). Waterford is an established retirement village with 64 independent
living villas and 36 independent living apartments. The Sale and Purchase Agreement was subject to the parties obtaining
Statutory Supervisor consent. This consent was received on 8 April 2021 and the transaction was settled on 23 April 2021.
The financial effects of this transaction have not been recognised as at 31 March 2021. The business assets will be recognised
on date of settlement and future operating results consolidated from that point forward.
(i) Provisional purchase consideration and fair value of net assets acquired:
The purchase price of $55.8m was linked to the 31 March 2020 CBRE Limited valuation of Waterford and associated financial
statements.
At the date of signing the annual financial statements the purchase price allocation calculation has not yet been finalised.
This calculation will be finalised in the interim report to 30 September 2021. Provisional details of the consideration
transferred are:
Cash paid
Total purchase consideration
$NZm’s
55.8
55.8
The provisionally determined fair values of the business assets and liabilities as at the date of acquisition are as follows:
Investment property
Refundable occupation right agreements net of deferred management fee
Total net identifiable assets acquired
$NZm’s
98.4
(42.6)
55.8
(ii) Contingent Liabilities
No material contingent liabilities with respect to this transaction were noted during the due diligence process. Should, on a
detailed review of the asset, any future contingent liabilities arise they will be disclosed in future financial statements.
(iii) Finalisation of purchase price allocation
At the time the financial statements were authorised for issue, the Group had not yet completed the accounting for the
acquisition of the Waterford business assets. The valuation of the Waterford assets as prepared by CBRE Limited as at
31 March 2020 was $61.8m. CBRE Limited has provided a valuation of the Waterford assets as at the acquisition date
totalling $68.9m. This valuation is net of gross up in relation to occupation right agreements. The increase from the
purchase price is representative of the movements in CBRE Limited's key assumptions, including growth rate and discount
rate, between 31 March 2020, being the reference date for the purchase, and 23 April 2021 being the settlement date,
largely reflecting a reversal of COVID-19 impacts.
85
CONSOLIDATED FINANCIAL STATEMENTS
5.8 Events After Balance Date (continued)
The fair values of the occupation right agreement asset, deferred management fees and associated gross up of investment
property disclosed above have only been determined provisionally. No allowance has been made for deferred tax impact due
to the level of losses held by the Group. Over the coming months, the Directors’ assessment of fair value will be finalised and
presented in the interim financial statements for the period ended 30 September 2021.
Capital Raise
On 16 April 2021, a total of 15,619,810 ordinary shares with a value of $20.0m ($1.2796 per share) were issued in relation to the
Retail Offer. These shares rank equally with existing shares. Costs of $0.2m in relation to this capital raise were incurred and
will be recognised in equity.
Dividend
On 21 May 2021 an interim dividend of 2.1 cents per share (not imputed) was declared and will be paid on 22 June 2021.
The record date for entitlement is 8 June 2021. Refer to note 4.1.
There have been no other significant events after balance date.
86
OCEANIANOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)For the 10 month period ended 31 March 2021ANNUAL REPORT 2021 I N D E P E N D E N T AU D I TO R ' S R E P O R T
To the shareholders of Oceania Healthcare Limited
Independent auditor’s report
To the Shareholders of Oceania Healthcare Limited
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 March 2021, its financial performance and its cash flows for the
10 month period then ended in accordance with New Zealand Equivalents to International Financial
Reporting Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group's consolidated financial statements comprise:
●
the consolidated balance sheet as at 31 March 2021;
●
●
●
●
the consolidated statement of comprehensive income for the 10 month period then ended;
the consolidated statement of changes in equity for the 10 month period then ended;
the consolidated cash flow statement for the 10 month period then ended; and
the notes to the consolidated financial statements, which include significant accounting policies
and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the consolidated financial statements
section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the area of trustee reporting. 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 10 month period. 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, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000, www.pwc.co.nz
87
CONSOLIDATED FINANCIAL STATEMENTSPricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand T: +64 9 355 8000, www.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.
I N D E P E N D E N T AU D I TO R ' S R E P O R T (continued)
Description of the key audit matter
How our audit addressed the key audit matter
Valuation of investment property and
freehold land and buildings
As disclosed in notes 3.1 and 3.2 of
the consolidated financial statements:
● the Group’s investment property
portfolio was valued at $1,099.8 million
at 31 March 2021 and included
completed investment property and
investment property under
development.
● the Group’s freehold land and buildings
were valued at $584.6 million at 31
March 2021. 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).
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 31 March
2021, adjusted by the Directors for:
● 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; and
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.
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.
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 audit evidence to demonstrate that the
inclusion of the valuation in the consolidated balance
sheet 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 31
March 2021 as detailed in the description of this Key
Audit Matter. This testing included obtaining quantity
surveyors reports to support the estimated cost to
complete developments as at 31 March 2021. We also
obtained supporting documentation for a sample of
transactions included in work in progress as at 31
March 2021.
88
PwC
2
OCEANIAANNUAL REPORT 2021 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 31 March 2021, 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 31 March 2021.
For each property, assumptions and
estimates are made in respect of:
●
forecast earnings before interest, tax,
depreciation, amortisation, and rent;
and
● capitalisation rate.
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.
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 period-on-period
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 includes
understanding any changes made to significant inputs
and assumptions (including the reversal of the
changes made to assumptions in the prior year as a
result of COVID-19). 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.
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.
PwC
89
3
CONSOLIDATED FINANCIAL STATEMENTS
I N D E P E N D E N T AU D I TO R ' S R E P O R T (continued)
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,
we have given specific audit focus and
attention to this area.
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 to 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
We have agreed the inputs to the apportionment
calculation to the Valuer’s land valuation 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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OCEANIAANNUAL REPORT 2021
Our audit approach
Overview
Overall group materiality: $1.8 million which represents approximately 1% of
revenue.
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.
We performed a full scope audit over the consolidated financial information of
the Group.
As reported above, we have two key audit matters, being:
● Valuation of investment property and freehold land and buildings
● Deferred tax on investment property and care suites
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the consolidated financial statements. In particular, we considered where
management made subjective judgements; for example, in respect of significant accounting estimates
that involved making assumptions and considering future events that are inherently uncertain. As in all
of our audits, we also addressed the risk of management override of internal controls, including among
other matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the consolidated financial statements are free from material
misstatement. Misstatements may arise due to fraud or error. They are considered material if,
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the consolidated financial statements as a whole as set out
above. These, together with qualitative considerations, helped us to determine the scope of our audit,
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate, on the consolidated financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the consolidated financial statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in which the Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual report, but does not include the consolidated financial statements
and our auditor's report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of audit opinion or assurance conclusion thereon.
PwC
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5
CONSOLIDATED FINANCIAL STATEMENTS
I N D E P E N D E N T AU D I TO R ' S R E P O R T (continued)
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.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal
control as the Directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements, as a whole, are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s Shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s Shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Leopino Foliaki.
For and on behalf of:
Chartered Accountants
Auckland, New Zealand
21 May 2021
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OCEANIAANNUAL REPORT 2021
C O R P O R AT E G OV E R N A N C E
C O R P O R AT E G OV E R NAN C E
This section of the Annual Report provides information on Directors’ independence, diversity and inclusion policies, remuneration
and statutory disclosures.
Oceania’s governance framework is guided by the recommendations set by the NZX Corporate Governance Code. Oceania
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 March 2021. Oceania considers that it has followed the
recommendations in the NZX Corporate Governance Code in all respects during FY2021.
For detailed information on Oceania’s corporate governance policies, practices and processes please refer to the Investors
section on the Oceania website – www.oceaniahealthcare.co.nz/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 March 2021, the Board comprised six Directors. 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 March
2021, all six Directors are independent Directors, including the Chair and the Chair of the Audit Committee. As at the date of this
Annual Report, the Directors are:
Elizabeth Coutts
Alan Isaac
Dame Kerry Prendergast
Sally Evans
Patrick McCawe
Gregory Tomlinson
Chair, Independent Director
Appointed in November 2014
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Appointed in October 2015
Appointed in December 2016
Appointed in March 2018
Appointed in February 2017
Appointed in March 2018
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.
93
C O R P O R AT E G OV E R NAN C E (continued)
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 March 2021, 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’s Diversity Policy is available on its website. The Diversity Policy aims to ensure that Oceania 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 March 2021 (and 31 May 2020 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 March 2021
31 May 2020
Male
3
3
398
Female
3
5
2,375
Male
3
5
416
Female
3
5
2,368
Oceania is developing further internal systems and processes to allow regular and efficient monitoring of policy objectives.
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OCEANIAANNUAL REPORT 2021 C O R P O R AT E G OV E R N A N C E
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 for the 10 month period ended 31 March 2021
Board
fees
Audit
Committee
$150,000
$75,000
$75,000
$75,000
$75,000
$75,000
-
$16,667
-
-
-
-
Clinical and
Health and
Safety
Committee
-
-
$12,500
-
-
-
Remuneration
Committee
Total
remuneration
-
-
-
$6,250
-
-
$150,000
$91,667
$87,500
$81,250
$75,000
$75,000
Director
Elizabeth Coutts (Chair)
Alan Isaac
Dame Kerry Prendergast
Sally Evans
Patrick McCawe
Gregory Tomlinson
The above fees exclude GST and expenses.
Employees’ Remuneration
Oceania did not employ people directly in the 10 month period ended 31 March 2021. All employees are employed by the
subsidiaries of Oceania. The number of employees and former employees of Oceania’s subsidiaries, not being a Director of
Oceania, who received remuneration and other benefits the value of which was or exceeded $100,000 during the 10 month period
ended 31 March 2021 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 10 month period ended 31 March 2021, which include performance incentive payments for the year ended 31 May 2020. The
table does not include amounts paid after 31 March 2021 that relate to the 10 month period ended 31 March 2021.
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
19
9
1
9
2
6
3
$180,000 - $189,999
$200,000 - $209,999
$310,000 - $319,999
$340,000 - $349,999
$380,000 - $389,999
$430,000 - $439,999
$570,000 - $579,999
1
1
1
1
1
1
1
Chief Executive Officer’s Remuneration
The remuneration of the Chief Executive Officer (‘CEO’) for the 10 month period ended 31 March 2021 is as follows:
Base
salary
Brent Pattison 1
$28,931 2
Earl Gasparich 4
$394,980 5
Other
benefits
$1,350 2
$31,073 5
STI
0 3
Subtotal
$30,281
LTIP
$9,032 2
Remuneration
total
$39,313
$106,500
$532,553
-
$532,553
1
2
3
4
5
Mr Pattison became acting CEO on 6 March 2021 and CEO on 22 March 2021.
Salary, other benefits and LTIP pro-rated from Mr Pattison’s 6 March 2021 start date.
Mr Pattison’s STI received during the year is not included as the STI related to the period in which Mr Pattison was Chief Financial Officer.
Mr Gasparich resigned from the position as CEO on 6 March 2021.
Salary and other benefits pro-rated to the date that Mr Gasparich resigned as CEO (being 6 March 2021).
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C O R P O R AT E G OV E R NAN C E (continued)
Chief Executive Officer’s Remuneration (continued)
Mr Gasparich received a short term incentive of $106,500. This was a discretionary payment made to reflect the additional work
undertaken as a result of the impact of COVID-19 on the business.
The remuneration of the CEO for the year ended 31 May 2020 (being the prior comparative period) 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 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 and its subsidiaries during the 10 month period
ended 31 March 2021:
Elizabeth Coutts: Disclosed she ceased to hold the following positions: Chair of Ports of Auckland Limited; Chair of Urwin and
Company Limited; and Director of Tennis Auckland Region Inc.
Alan Isaac: Disclosed he ceased to hold the following positions: Director of Murray Capital General Partner Limited; and Director
of Rakaia Fund Investments Limited.
Dame Kerry Prendergast: Disclosed she ceased to hold the following positions: Deputy Chair of NZ Conservation Authority;
Deputy Chair of Wellington Free Ambulance; Member of Kiwirail Tourism Advisory Board; Member of Anne Frank NZ Holocaust
Advisory Board.
Disclosed the following new positions: Chair of Wellington Free Ambulance; and Member of Three Waters Programme
Advisory Board.
Sally Evans: Disclosed the following new positions: Director of Allianz Australian Life Insurance Ltd; Director of Allianz Australia
Life Insurance Holdings Limited; Director of Ingenia Communities Holdings Limited and Ingenia Communities RE Limited as
Responsible Manager of Ingenia Communities Management Trust and Ingenia Communities Fund.
Gregory Tomlinson: Disclosed he ceased to hold the following positions: Director of Argenta Limited; Director of The Icehouse
Limited; Director of Forte Health Limited; and Director of Forte Health Group Limited.
Disclosed the following new position: Director of Tomlinson Group Argenta GP Limited.
Patrick McCawe: Disclosed the following new positions: Alternate Director of Cairns Airport Property Holding Pty Ltd; Alternate
Director of Mackay Airport Property Holding (Hotel) Pty Ltd; Alternate Director of Mackay Airport Property Holding Pty Limited;
Director of Macquarie Australian Infrastructure Management 1 Limited; Director of Macquarie Infrastructure Management
(Australia) Limited; Alternate Director of North Queensland Airports No. 1 (Mackay) Pty Ltd; Director of Prospect Water No. 1 Pty
Limited; Director of Prospect Water No. 2 Pty Limited; Director of Voyage Australia Holdings Pty Limited; Director of Voyage
Australia Pty Operations Limited; and Director of Voyage Australia Pty Limited.
Specific Disclosures
There were no specific disclosures made by Directors during the 10 month period ended 31 March 2021 of any interests in
transactions with Oceania or any of its subsidiaries.
Use of Company Information
During the 10 month period ended 31 March 2021, the Board did not receive any notices from Directors requesting use of
Oceania’s or any of its subsidiaries’ information.
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OCEANIAANNUAL REPORT 2021 C O R P O R AT E G OV E R N A N C E
Securities Dealings of Directors
Dealings by Directors of Oceania in relevant interests in Oceania’s ordinary shares during the 10 month period ended 31 March
2021 are entered in the Interests Register:
Director
Elizabeth Coutts
Number of
ordinary shares
50,000
Nature of
relevant interest
Beneficial interest
Acquisition
/ disposal
Acquisition
Consideration
(per share)
$0.99
Date of
transaction
13 August 2020
Gregory Tomlinson
1,039,404
Beneficial interest
Acquisition
Elizabeth Coutts
Alan Isaac
14,905
2,162
Dame Kerry Prendergast
2,494
Sally Evans
414
Gregory Tomlinson
Sally Evans
Elizabeth Coutts
Alan Isaac
167,522
24,000
10,988
1,526
Dame Kerry Prendergast
1,760
Sally Evans
466
$0.99
$0.99
$0.99
$0.99
13 August 2020
17 August 2020
17 August 2020
17 August 2020
Beneficial interest
Acquisition
Beneficial interest
Acquisition
Acquisition
Registered and
beneficial interest
Registered and
beneficial interest
Acquisition
$0.99
17 August 2020
Beneficial interest
Acquisition
Registered and
beneficial interest
Acquisition
Beneficial interest
Acquisition
Beneficial interest
Acquisition
Acquisition
$0.99
$1.04
$1.53
$1.53
$1.53
17 August 2020
28 August 2020
24 February 2021
24 February 2021
24 February 2021
Acquisition
$1.53
24 February 2021
Registered and
beneficial interest
Registered and
beneficial interest
Gregory Tomlinson
Elizabeth Coutts
124,291
200,000
Beneficial interest
Acquisition
Beneficial interest
Acquisition
Gregory Tomlinson
3,729,843
Beneficial interest
Acquisition
$1.53
$1.30
$1.30
24 February 2021
29 March 2021
29 March 2021
Directors’ Interests in Shares
Directors of Oceania have disclosed the following relevant interests in shares as at 31 March 2021:
Director
Elizabeth Coutts
Alan Isaac
Dame Kerry Prendergast
Sally Evans
Patrick McCawe
Gregory Tomlinson
Number of shares in which a relevant interest is held
1,506,829 shares
280,356 shares
311,711 shares
65,180 shares
250,000 shares
23,919,392 shares
97
C O R P O R AT E G OV E R NAN C E (continued)
Indemnity and Insurance
Oceania 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 also maintains Directors’ and Officers’ liability insurance for its Directors and officers.
Auditor’s Fees
Oceania’s external auditor is PricewaterhouseCoopers. Total fees paid to PricewaterhouseCoopers in its capacity as auditor
during the 10 month period ended 31 March 2021 were $396,000. Total fees paid to PricewaterhouseCoopers for other
professional services (being trustee reporting) during the 10 month period ended 31 March 2021 were $6,000. No other fees
were paid to PricewaterhouseCoopers for other professional services.
Donations
During the 10 month period ended 31 March 2021, Oceania paid a total of $3,000 in donations.
Stock Exchange Listings
Oceania’s shares are listed on the NZX and the ASX. Oceania is listed on the ASX as a Foreign Exempt Listing, which means that
Oceania 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 confirms that it has complied with the NZX Listing Rules for the 10 month period ended
31 March 2021.
NZX Waivers
Oceania does not have any waivers from the requirements of the NZX Listing Rules.
Credit Rating
Oceania has no credit rating.
Former Directors
Earl Gasparich resigned as a Director of Oceania Village Company Limited, Oceania Care Company Limited and Oceania Group
(NZ) Limited on 6 March 2021.
Subsidiary Company Directors
Brent Pattison, Kathryn Waugh and Jill Birch are the Directors of all Oceania’s subsidiaries as at 31 March 2021, 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.
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OCEANIAANNUAL REPORT 2021
C O R P O R AT E G OV E R N A N C E
SHAREHOLDER AND BONDHOLDER INFORMATION
Twenty Largest Shareholders
(as at 30 April 2021)
Registered Shareholder
New Zealand Central Securities Depository Limited
FNZ Custodians Limited
Hobson Wealth Custodians Limited
Tomlinson Group Investments Limited 1
Forsyth Barr Custodians Limited
Custodial Services Limited
New Zealand Depository Nominee Limited
Custodial Services Limited
Custodial Services Limited
Philip George Lennon
FNZ Custodians Limited
H & G Limited
Custodial Services Limited
Custodial Services Limited
Custodial Services Limited
Andrew Craig Strong & Alison Jean Strong
Harrogate Trustee Limited 1
JB Were (NZ) Nominees Limited
Leveraged Equities Finance Limited
PT (Booster Investments) Nominees Limited
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Total
Number of Shares
% Shares
233,035,319
33.05
60,863,326
33,916,023
20,248,275
20,077,777
19,471,836
17,830,572
12,961,348
7,420,189
6,000,000
5,558,076
5,500,000
5,445,384
5,030,776
4,908,021
4,564,074
3,749,265
3,412,335
3,311,990
3,309,459
8.63
4.81
2.87
2.84
2.76
2.52
1.83
1.05
0.85
0.78
0.78
0.77
0.71
0.69
0.64
0.53
0.48
0.46
0.46
476,614,045
67.51
1
Gregory Tomlinson’s relevant interests are held by Tomlinson Group Investments Limited and Harrogate Trustee Limited.
99
C O R P O R AT E G OV E R NAN C E (continued)
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 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
20
HSBC Nominees (New Zealand) Limited
Citibank Nominees (New Zealand) Limited
Accident Compensation Corporation
Generate Kiwisaver Public Trust Nominees Limited
MFL Mutual Fund Limited
ANZ Wholesale Trans-Tasman Property Securities Fund
HSBC Nominees (New Zealand) Limited A/C State Street
BNP Paribas Nominees (NZ) Limited
TEA Custodians Limited Client Property Trust Account
JP Morgan Chase Bank NA NZ
ANZ Wholesale Australasian Share Fund
BNP Paribas Nominees (NZ) Limited
BNP Paribas Nominees (NZ) Limited
Public Trust
ANZ Wholesale Property Securities
National Nominees Limited
Public Trust Class 10 Nominees Limited
Queen Street Nominees ACF Pie Funds
Mint Nominees Limited
New Zealand Permanent Trustees Limited
33,953,761
29,806,500
22,895,982
22,678,382
18,804,829
17,987,497
16,170,865
13,522,260
9,397,572
8,659,722
8,199,188
4,931,444
4,517,777
4,034,572
3,021,201
2,539,851
2,407,054
2,300,935
2,292,307
1,696,909
4.84
4.25
3.26
3.23
2.68
2.56
2.30
1.93
1.34
1.23
1.17
0.70
0.64
0.57
0.43
0.36
0.34
0.33
0.33
0.24
Spread of Shareholdings
(as at 30 April 2021)
Size of Holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Totals
Substantial Product Holders
Number of
Shareholders
883
2,095
1,620
3,265
410
8,273
%
10.67
25.32
19.58
39.47
4.96
100
Number of
Shares
481,997
6,176,596
12,245,961
95,770,025
590,232,177
704,906,756
%
0.07
0.88
1.74
13.59
83.73
100
According to Oceania’s records and notices given under the Financial Markets Conduct Act 2013, the following were substantial
product holders of Oceania as at 31 March 2021:
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
% of Shares Held at
Date of Notice
Date of Notice
46,013,058
7.38
27 November 2020
48,237,587
7.03
30 March 2021
100
OCEANIAANNUAL REPORT 2021 C O R P O R AT E G OV E R N A N C E
Twenty Largest Bondholders
(as at 30 April 2021)
Registered Bondholder
New Zealand Central Securities Depository Limited
FNZ Custodians Limited
Custodial Services Limited
Hobson Wealth Custodians Limited
Custodial Services Limited
Custodial Services Limited
Forsyth Barr Custodians Limited
Custodial Services Limited
Custodial Services Limited
Investment Custodial Services Limited
JB Were (NZ) Nominees Limited
Custodial Services Limited
FNZ Custodians Limited
Forsyth Barr Custodians Limited
FNZ Custodians Limited
Custodial Services Limited
Custodial Services Limited
David James Foster & Linda Joyce Foster
F S Investments Limited
Craig John Thompson
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Total
Number of Bonds
% Bonds
25,397,000
16,565,000
15,023,000
11,499,000
9,529,000
7,717,000
6,195,000
4,236,000
3,218,000
2,253,000
1,683,000
1,374,000
999,000
680,000
615,000
591,000
522,000
500,000
500,000
500,000
20.31
13.25
12.01
9.19
7.62
6.17
4.95
3.38
2.57
1.80
1.34
1.09
0.79
0.54
0.49
0.47
0.41
0.40
0.40
0.40
109,596,000
87.58
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 bonds. Its major holdings of Oceania bonds are held on behalf of:
Name
1
2
3
4
5
6
7
8
9
TEA Custodians Limited
Generate Kiwisaver Public Trust Nominees Limited
Queen Street Nominees ACF Pie Funds
Mint Nominees Limited
JP Morgan Chase Bank NA NZ
Queen Street Nominees ACF Hobson Wealth
Public Trust RIF Nominees Limited
BNP Paribas Nominees (NZ) Limited
ANZ Custodial Services New Zealand Limited
Spread of Bondholdings
(as at 30 April 2021)
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
Bondholders
1
14
93
299
46
453
%
0.22
3.09
20.53
66.00
10.16
100.00
Number of Bonds
% Bonds
12,590,000
10.07
4,080,000
4,075,000
3,490,000
500,000
251,000
160,000
141,000
110,000
Number of
Bonds
1,000
70,000
908,000
10,446,000
3.26
3.26
2.79
0.40
0.20
0.13
0.11
0.09
%
-
0.06
0.73
8.35
113,575,000
90.86
125,000,000
100.00
101
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