2018 Annual Report
1
EBOS Group Annual Report 2018
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
2018
Annual
Report
2
Stronger togetherStronger together
2
We believe that by
helping others we are
stronger together, building
better communities through
our ongoing commitment
to the provision of high
quality healthcare and
animal care products.
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
3
EBOS Group Annual Report 2018
Corporate Governance
Directory
Foreword
Summary of results
EBOS Group overview
CEO and Chairman’s report
Business highlights
Our community
Our board
Financial summary
Financial report
Independent auditor’s report
Financial statements
Corporate governance
Directors’ interests & disclosures
Directory
04
06
08
10
12
17
20
22
24
26
30
77
87
80
ProPharma Christchurch pharmaceutical
distribution facility
4
Stronger together
Stronger together
At EBOS Group, community
is central to everything we
do – it’s built into the values of
every EBOS business and lived
each day by our dedicated
team across New Zealand and
Australia.
We believe that by helping others
we are stronger together, building
better communities through
our ongoing commitment to
the provision of high quality
healthcare and animal care
products.
EBOS Group continues to pursue
a robust strategic investment
program designed to strengthen
the core of our business, and
target new opportunities that
extend our capabilities and
enable us to deliver more for
our stakeholders.
The continued financial
strength of EBOS Group is the
key to our success. We remain
steadfast in our commitment to
our shareholders, employees,
customers and the many New
Zealanders and Australians that
use our products and services
each day.
We trust you will enjoy reading
this year’s Annual Report as we
present what has been another
successful period for the Group.
foreword
highlights
our shareholders
shareholders
*
invested in
capital works
* As at 16 July 2018
revenue
$63.2m
total dividends
per share
68.5c
$7.6b
6,959
net profit
after tax
$
149.6m
5
EBOS Group Annual Report 2018
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
3,320
45
%
55
%
our people
ECHO program
staff members
52
G re e n Te am
members supporting
environmental
initiatives
74%
AUS
26%
NZ
trees
planted
to offset
emissions
in FY18:
22,029
90%
healthcare
10%
animal care
environment, community, helping others
charities
supported
62
6
Stronger together
2017201820162015201420172018201620152014
summary
of results
+ $7.6 billion revenue
+ $272.4 million EBITDA +16.2% increase
+ $149.6 million net profit after tax +12.2% increase
+ 98.5 cents earnings per share +12.1% increase
+ 68.5 cents dividend per share for the year +8.7% increase
All figures are in New Zealand dollars, unless otherwise stated.
Financial Highlights
FIVE YEAR REVENUE TREND
For the year to 30 June ($millions)
7,626
7,609
7,101
6,068
5,757
FIVE YEAR EBITDA TREND
For the year to 30 June ($millions)
234.4
272.4
225.5
196.7
175.4
20172018201620152014
FIVE YEAR NPAT TREND
For the year to 30 June ($millions)
133.3
149.6
127.0
105.9
92 .1
EBITDARevenue
AustraliaAustralia
New ZealandNew Zealand
82%79%
18%21%
7
EBOS Group Annual Report 2018
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Animal Care
Contract Logistics
Consumer Products
Institutional
Healthcare
Pharmacy
(Wholesale and Retail)
14%
8%
5%
25%
48%
Segment & Divisional Earnings Overview
H
E
A
L
T
H
C
A
R
E
8
6
%
A
N
I
M
A
L
C
A
R
E
1
4
%
Data based on gross operating
revenue, which comprises revenue
less cost of sales (including any
adjustments to inventory).
52 locations
in Australia
and New
Zealand
Animal Care
Healthcare
Stronger together
8
EBOS Group
overview
Stronger together
Healthcare
COMMUNITY PHARMACYINSTITUTIONAL HEALTHCARECONTRACT LOGISTICS
8
Symbion Keysborough pharmaceutical distribution facility
EBOS Group Annual Report 2018
9
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Animal Care
ANIMAL CARECONSUMER PRODUCTS
Stronger together
10
We remain confident
in the ability of our
Group to expand and are
always exploring new
opportunities for growth
in our key markets.
CEO and
Chairman’s report
JOHN CULLITY
Chief Executive Officer
MARK WALLER
Chairman
The 2018 financial year was
another successful period for
EBOS Group and the results
achieved reflect a year of strong
organic growth combined with
the benefit of the HPS business
acquired in the prior year.
The results further demonstrate
the Board and management’s
focus on implementing our core
strategy across our Healthcare
and Animal Care businesses in
both New Zealand and Australia.
In recent years, the Group has
committed to a major capital
investment program involving
new distribution centres to
cater for growth across our
core businesses. In 2018, our
major capital projects in both
Australia and New Zealand have
all seen excellent progress. The
new Christchurch and Sydney
contract logistics facilities are
now operational and our new
Brisbane distribution facility will
go live before the end of the 2018
calendar year. These investments
are a key part of our strategy
to provide the most efficient
warehousing and distribution
facilities for our expanding
portfolio of businesses.
Financial results
EBOS Group’s financial results
saw strong earnings growth, with
Earnings Before Interest, Tax,
Depreciation and Amortisation
(EBITDA) increasing 16.2% on
last year, assisted by the full-year
contribution of HPS which was
acquired in June 2017.
Headline revenue growth in the
year was flat due to the impact of
lower hepatitis C medicine sales in
our Healthcare segment. This was
driven by a decline in the number
of patients taking these highly
specialised medicines since the
previous year.
Net Profit After Tax (NPAT)
attributable to shareholders
increased by 12.2% to $149.6
million. Underlying NPAT
(excluding one-off costs incurred
on completing acquisitions
undertaken in FY17) increased by
7.9%, and underlying earnings per
share grew by 7.8% to 98.5 cents
per share.
Reported growth rates were
positively impacted by a weaker
NZD/AUD exchange rate for the
financial year.
Our profit performance has
allowed us to deliver another
increase in our dividend to
shareholders. The directors have
declared a final dividend of
35.5 cents per share, taking our
full year dividend to 68.5 cents
per share, an increase of 8.7%
on the prior year.
While these are just a few
highlights from the full report,
they demonstrate the ongoing
performance across our
healthcare and animal care
segments.
EBOS Group Annual Report 2018
11
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Healthcare
Healthcare remains the core
business of EBOS Group and
once again performed strongly,
generating a 13% increase in
EBITDA to $235.9 million.
While Australian revenue
declined 1.7% due to lower
hepatitis C medicines sales, key
investments including HPS and
a full 12-month contribution
from the Terry White Group,
contributed to earnings growth
and demonstrate the benefits
of our diversified portfolio of
healthcare businesses.
In the Community Pharmacy
business, revenue growth
(excluding sales of hepatitis C
medicines and acquisitions) of
1.4% (constant currency) was
moderate due to the ongoing
impact of PBS reforms. Sales
in the non-prescription over-
the-counter (OTC) channel
were marginally above last year,
which reflects challenging retail
environments. The business
continues to generate efficiency
savings from its previous capital
investments and has a renewed
focus on reducing operating costs
in the current deflationary price
environment.
Our New Zealand Healthcare
business continues to deliver
solid results, increasing revenue
by 6.2% and EBITDA up 4.6%,
driven by Red Seal’s strong
New Zealand performance
in toothpastes, teas and
supplements and the acquisition
of Gran’s Remedy in March 2018.
Animal Care
The Animal Care segment recorded
11.3% EBITDA growth for the
period as the business continues
to benefit from excellent growth in
our branded products, with annual
Black Hawk sales in Australia up
23% from last year. Black Hawk
continues to be one of Australia’s
fastest growing premium pet food
brands and is a market leader in the
pet specialty retail channel.
In July 2017, the Group launched
Black Hawk in New Zealand and
sales have continued to grow over
the course of the financial year.
The brand’s strong acceptance
and support from both specialty
retailers and veterinary clinics has
resulted in a steady increase in
market share.
Total Animal Care revenue
declined 2.7% for the year,
principally due to the business
ceasing sales of low-margin
wholesale products to a major
Australian retail chain and
discontinuing sales of other
products upon the introduction
of Black Hawk into New Zealand.
The business has strategically
realigned its focus on developing
its own brands to drive greater
margin and shareholder value.
EBOS Group’s 50% owned
Animates business also performed
very well with our share of NPAT
increasing 13% on last year.
Acquisitions
During the year we fully transitioned
HPS into the Group, further
expanding our leading position in
the Institutional Healthcare market.
In October 2017, we acquired a
strategic 14.1% shareholding in
MedAdvisor Ltd, an Australian
digital medication management
company and in March 2018,
we acquired one of New Zealand’s
leading iconic footcare consumer
brands, Gran’s Remedy.
Post Balance Date
Announcement
In July 2018, EBOS announced it
had won the tender to act as the
exclusive third party distributor
of pharmaceutical products
to more than 400 Chemist
Warehouse and My Chemist
stores in Australia. EBOS expects
to enter into a five-year supply
agreement, to take effect from
1 July 2019, with the potential for
an extension of a further three
years. EBOS estimates that sales
to the Chemist Warehouse Group
stores will generate approximately
AUD$1 billion in revenue in the
first year of the agreement.
To be selected as a trusted partner
by Chemist Warehouse Group
reinforces our capital investment
strategy and reflects the
efficiencies we have made over a
number of years to our operations.
It also reflects the high level of
expertise and service standards
that we offer the industry.
Our Future
We are very fortunate to have
over 3,300 employees who are
committed to our business and
to servicing our customers’ needs
every day. We could not deliver
such growth across our Group
without the efforts of our staff and
we sincerely thank them for their
ongoing commitment. We remain
confident in the ability of our
Group to expand and are always
exploring new opportunities for
growth in our key markets.
Stronger together
12
12
Stronger together
business
highlights
New Symbion Acacia Ridge pharmaceutical distribution facility
Finish in sight for
Symbion’s new $55m
Brisbane home
Symbion’s new wholesale facility in
Acacia Ridge, Brisbane is nearing
completion and is due to open
towards the end of 2018.
The $55 million investment
underlines EBOS’ ongoing
commitment to, and confidence
in, the future of Australia’s
pharmacy industry.
Incorporating some of the latest
automation technology, the
Acacia Ridge facility is expected
to operate with industry-leading
accuracy and efficiency, ensuring
that EBOS can continue to
support the delivery of healthcare
by our customers.
Building on the success of
the Keysborough facility in
Melbourne, the Acacia Ridge
development represents a
long-term commitment by EBOS
to the health and wellbeing of
communities across Queensland.
The facility features some of
the latest security and storage
arrangements for fridge lines,
dangerous goods and specialty
medicines, as well as being
built to withstand and continue
operations during adverse
weather conditions and floods.
The facility features LED lighting,
energy-efficient air-conditioning
and solar panels that are
expected to supply 20-25% of the
site’s energy requirements.
EBOS Group Annual Report 2018
13
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Black Hawk leading
the real pet food
charge
Black Hawk continued its rapid
growth trajectory in FY18,
delivering record financial results
and further strengthening both
its Australian and international
market presence.
The range of Original and
Grain Free dog and cat food
varieties achieved record sales
in Australia, maintaining Black
Hawk’s position as one of the
leading real pet food brands in
Australia. Following its launch into
New Zealand in July 2017, Black
Hawk has achieved swift sales
uptake and built the foundations
to establish itself as a leading
animal care brand, with its
Working Dog and Large Breed
Original recipes gaining a strong
foothold in the market.
The Black Hawk brand reflects
broader health food trends that
have permeated the animal care
sector as discerning consumers
increasingly seek premium
quality products for their pets.
In line with these trends and as
part of its commitment to long-
term value creation, Black Hawk
recently launched DogCheck - an
innovative online tool designed
to educate dog owners about
animal health and nutrition.
Already, 139,000 Australians
have signed up to use DogCheck
and the launch event in Sydney
generated more than one million
social media views.
Black Hawk continues to leverage
targeted campaigns through
breeders, kennels and catteries
to connect its products with more
people and create a community
that shares the brand organically
through a shared belief in the
benefits of premium quality
animal care products.
Stronger together
14
Red Seal grows global
footprint
The past financial year has been another
successful period for Red Seal with the
business expanding into new retail markets
and further reinforcing its position as a
consumer brand of choice in New Zealand.
Red Seal continues to increase its presence
in Australia with its fruit tea range made
available through leading supermarket
retailer Woolworths from January 2018.
Woolworths is currently stocking Red Seal
fruit tea in more than 950 stores across the
country and the launch was supported by
a large promotional campaign across TV,
social media and digital, public relations
and in-store marketing.
Toothpaste remains a strong driver of
growth for Red Seal in Asian markets, with
the business introducing two new products
into South Korea. Red Seal products are
now stocked in Costco stores across South
Korea and Japan. China remains a key
market for Red Seal with the business
introducing updated packaging for its
Raspberry Leaf Tea and partnering to
relaunch its TMall store – an ecommerce
platform in China that has more than 500
million monthly active users.
Despite increased competition in the
New Zealand market, Red Seal remains a
leader in the Specialty Tea category. Red
Seal launched three new tea variants in
April 2018 and has also partnered with the
Breast Cancer Foundation to offer Pink
Ribbon teas, with $1 from every product
sold donated to the foundation. Toothpaste
has also been a strong contributor for Red
Seal in New Zealand with the business
continuing to grow its market share in this
category.
Red Seal is well resourced to maintain its
strong position in the New Zealand market,
where it continues to be a leading natural
consumer health brand. Combined with
a strong emerging presence in Australia
and several key Asian countries, Red Seal
is now well positioned to target further
opportunities in these exciting markets as
consumers gravitate towards the natural
product portfolio.
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
EBOS Group Annual Report 2018
15
HPS moves ahead adding
new sites and i.Pharmacy
technology
HPS has enjoyed a successful first full
financial year as part of EBOS Group
following its acquisition in June 2017.
It has been a period of evolution for
HPS that has seen the business build
upon its position as a leading provider
of outsourced pharmacy services
to hospitals and further leverage its
relationship with EBOS’ network of
businesses to target new opportunities.
HPS has continued to maintain its focus
on growth with the opening of five new
HPS approved pharmacies on-site at
hospitals in Victoria, the Australian
Capital Territory and the Northern
Territory. With the addition of the new
pharmacy in Darwin, there is now a HPS
approved pharmacy in every Australian
state and territory.
Over the past financial year, HPS has
successfully completed the Australia-
wide integration of DXC Technology’s
leading inventory management
software, i.Pharmacy. The completion
of the rollout helps the HPS approved
pharmacy network with seamless stock
management and integrated business
operations. Combined with HPS’
proprietary systems ClinPod and MACI,
i.Pharmacy provides HPS’ network of
approved pharmacies with best in class
software systems, while the launch of
a new website has improved the online
ordering functionality for compounded
medication clients.
With an Australia-wide presence, HPS
is well positioned to target further
business opportunities. The business is
focussed on accelerating growth and
realising market opportunities which
continue to capitalise on being a part
of EBOS Group to increase supply chain
efficiencies and realise better service
delivery.
HPS’ pharmacy, St Vincent’s Private
Hospital, Werribee, Victoria
Stronger together
16
Healthcare Logistics
takes up residence in new
flagship Sydney distribution
centre
At the end of FY18, Healthcare Logistics
(HCL) moved its Australian operations from
Rydalmere, Sydney to a new purpose-built
distribution centre in Pemulwuy, Sydney.
The $15 million development represents a
significant investment by EBOS Group and
at 25,000m
2
it is the largest facility in the
Group.
HCL’s new temperature controlled
distribution centre features modern
warehousing technology with ample
storage for up to 30,000 pallets, as well
as innovative security measures for
controlled medicines, management of cold
chain products and storage of dangerous
goods. Additionally, the facility’s extensive
roof infrastructure includes solar power
and water recycling.
The new HCL facility has been developed
in consultation with international experts
in supply chain logistics and in response to
market demand.
At nearly double the size of the previous
facility, HCL’s new home allows for
substantial growth in the business and
capacity to better serve the needs of a
larger range of principal partners.
The distribution centre will also house
specially designed Clinical Trials storage
and Secondary Packaging areas.
Healthcare Logistics’
facility, Pemulwuy,
Sydney
EBOS Group Annual Report 2018
17
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
our
community
EBOS Match Funding
EBOS staff show a strong
connection to their community
and causes.
The company has seen this
through consistent fundraising
and charitable activities over
the years.
To recognise and support staff
fundraising efforts, in February
2018, EBOS Group launched
Match Funding.
Match Funding is an initiative to
support employees who organise
or take part in charitable events
or activities, by matching the
donations made by EBOS
employees.
To align with EBOS’ mission and
activities, eligible charities include
registered health and animal
welfare charities.
The health and welfare of communities across
New Zealand and Australia is central to
everything we do at EBOS Group. We take our
commitment to helping others seriously and we
believe in going above and beyond to support
people and communities in need.
This past financial year, EBOS Group has
contributed money and goods to 62 charitable
organisations through a wide variety of
initiatives. Members of the EBOS family are
also active organisers and participants in
fundraising events, contributing monetary
donations and clocking up countless hours
volunteering to help those in need.
Together we can make a real difference to
the lives of New Zealanders and Australians in
need and use our position as a healthcare and
animal care leader for good – because at EBOS
Group we believe that Life Matters.
hygiene bags
donated to
MALPA Young
Doctors
500
dental kits
donated to
Clontarf
Foundation
2,000
lives saved
through blood
donations
Up to
Masterpet helping young Aussies
get back on track
Masterpet is a firm believer in the role pets can play
in helping people achieve their full potential. The bond
we share with our pets is one of the purest examples
of unconditional love and is built into our core values
as a leading animal care company.
As part of its commitment to living these values,
Masterpet has partnered with Australian youth
organisation BackTrack, to help fund its life-
changing Paws Up program.
BackTrack was founded by inspirational youth
worker Bernie Shakeshaft in 2006 and delivers
programs designed to help at-risk youth make
meaningful connections, build job pathways and
lead happier and healthier lives.
Based at Bernie’s farm in the regional city of
Armidale in northern New South Wales, The Paws
Up program sees youth handlers partnered with
dogs to teach them high jump and learn many
other valuable life skills in the process. Paws Up has
developed into a highly successful dog high jumping
team that travels to shows and invitational events
throughout New South Wales and interstate.
Masterpet believes it’s important to give back to
rural Australia, the home of our ingredients and
where our food is made, and has donated $40,000
to give Paws Up dogs access to the range of Black
Hawk real food and Masterpet pet necessities, plus
an additional $10,000 towards veterinary costs for
dogs involved in the program.
Thanks to Masterpet, the Paws Up team is now also
outfitted with official team wear and the dogs are
healthier and happier than ever.
Stronger together
18
HPS – a decade of empowering
the terminally ill
Everyone has a fascinating story to tell. For people
who have been diagnosed with a terminal illness,
telling their story can be a really meaningful and
rewarding experience in their final months and
weeks of life.
Since 2008, with the support of HPS, The Mary
Potter Foundation has been empowering people
in palliative care to record their remarkable life
stories for themselves and their families through
the Calvary Biography Service.
The Mary Potter Foundation supports the Mary
Potter Hospice and Calvary Cancer Services
located at Calvary Hospital, North Adelaide,
South Australia. With the help of trained
volunteers, the Biography Service records
patients’ stories and presents the narrative in a
bound booklet that patients can leave to their
families and friends – the everlasting gift of a life
story told.
“One of the main aims of the biography service
is to give positive affirmation of a life lived by a
patient, a sense of who they are and to achieve
a healing, peaceful state of being,” said Cathy
Murphy, Executive Director of The Mary Potter
Foundation.
“It is what happens to a patient through the
telling of the story that makes creating a
biography such a valued process.”
HPS has supported The Mary Potter Foundation’s
Calvary Biography Service as the sole sponsor
since its inception ten years ago. The company
makes an annual donation to fund the purchase
of equipment and booklet supplies and training
courses for volunteers.
As an Australian healthcare leader, HPS
recognises the importance of supporting
community initiatives such as the Calvary
Biography Service.
BackTrack’s Paws Up team at
DogCheck Day
2017 biographers with HPS staff
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
EBOS Group Annual Report 2018
19
Symbion supports Foodbank
Waste management is becoming an increasingly
pertinent issue in our society. As cities grow and the
demand for goods increases, it is important we take
steps to better manage and prevent unnecessary
waste.
Symbion takes this responsibility seriously and
is committed to minimising preventable waste
through quality stock management processes.
While some stock write-offs are inevitable, as part
of our commitment to reducing waste, we have
partnered with Foodbank to donate damaged
and discontinued over-the-counter (OTC)
products from our South Australian, Victorian and
Queensland sites.
Foodbank is a not-for-profit organisation that
provides essential food, grocery and health
products to people in need. The organisation
collects, sorts, stores and distributes donated
food and other items through more than 2,600
community partners across Australia, and is
supported by volunteers, fundraisers, state
governments and philanthropic partners.
Symbion donates over 100 pallets of goods
to Foodbank each year, helping to support
Australians who cannot afford food and basic
supplies.
Partnering with Foodbank extends Symbion’s
support for the health and wellbeing of Australian
communities and forms part of our commitment to
minimise our environmental footprint.
Symbion wants to ensure that quality products
aren’t being wasted simply due to minor
imperfections that render them unfit for sale when
they can help make a real difference in the lives of
Australians who need them.
Foodbank SA CEO Greg Pattinson said that the
support of organisations such as Symbion enables
Foodbank to make a real impact in the lives of
disadvantaged Australians.
“Poverty doesn’t discriminate and Foodbank
believes that all Australians should have access
to fresh food and basic healthcare supplies, which
is only possible with the support of generous
partners such as Symbion.”
ice packs donated
to Foodbank
pallets of stock
donated each year
2,500
+
100+
cans collected
and recycled
at Onelink
Yennora, NSW
3,293
1000+ warehouse
lights changed
to LED globes
at Symbion,
Greystanes, NSW
Stronger together
20
our board
2.
3.
1.
4.
5.
EBOS Group Annual Report 2018
21
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
1. Mark Waller
Independent Chairman
BCOM, FACA, FNZIM, CMinstD
Mark Waller was appointed as
Chairman of the Board in October
2015 and was formerly the Chief
Executive and Managing Director
of EBOS Group Limited from 1987
to 30 June 2014. He is a member of
the Audit and Risk Committee and
Chairman of the Remuneration
Committee. He is also a director of
EBOS Group Limited subsidiaries.
Mark was the recipient of the
Leadership Award at the INFINZ
Industry Awards in May 2014 and
the Chief Executive of the Year
Award at the Deloitte 200 Awards
in 2011.
2. Elizabeth Coutts
Independent Director
ONZM, BMS, FCA
Elizabeth Coutts was appointed
to the EBOS Group Limited Board
in July 2003. She is Chairman of
the Audit and Risk Committee and
a member of the Remuneration
Committee. She is Chair of Ports
of Auckland Ltd, Urwin & Co
Limited, Oceania Healthcare Ltd
and Skellerup Holdings Limited
and Director of the Yellow Pages
group of companies and Tennis
Auckland Region Incorporated
and Member, Marsh New Zealand
Advisory Board. She is President of
the Institute of Directors Inc.
Elizabeth is a former Chairman
of Meritec Group, Industrial
Research, and Life Pharmacy
Limited, former director of Air
New Zealand Limited, the Health
Funding Authority and Sanford
Limited, former Deputy Chairman
of Public Trust, former board
member of Sport NZ, former
member of the Pharmaceutical
Management Agency (Pharmac),
former Commissioner for both
the Commerce and Earthquake
Commissions, former external
monetary policy adviser to the
Governor of the Reserve Bank of
New Zealand and former Chief
Executive of the Caxton Group
of Companies.
3. Peter Williams
Peter Williams was appointed to
the EBOS Group Limited Board
in July 2013. Peter has been an
executive of The Zuellig Group
since 2000. Peter is a director
of Pharma Industries Limited,
Green Cross Health Limited and
CB Norwood Pty Ltd. He is also a
director of Cambert, a company
marketing health and personal
care products in South East Asia.
4. Stuart McGregor
BCOM, LLB, MBA
Stuart McGregor was appointed
to the EBOS Group Limited Board
in July 2013. He is a member of the
Audit and Risk Committee. Stuart
was educated at the University
of Melbourne and the London
School of Business Administration,
gaining degrees in Commerce and
Law. He also completed a Masters
of Business Administration at the
University of Melbourne.
Currently Stuart is Chairman of
Donaco International Limited, an
ASX listed company. He is also
director of Symbion Pty Ltd and
other EBOS Group subsidiaries.
Over the last 30 years, Stuart
has been Company Secretary
of Carlton United Breweries,
Managing Director of Cascade
Brewery Company Limited
in Tasmania and Managing
Director of San Miguel Brewery
Hong Kong Limited. In the public
sector, he served as Chief of
Staff to a Minister for Industry
and Commerce in the Federal
Government and as Chief
Executive of the Tasmanian
Government’s Economic
Development Agency. He was
formerly a director of Primelife
Limited from 2001 to 2004.
5. Sarah Ottrey
Independent Director
BCOM
Sarah Ottrey was appointed to
the EBOS Group Limited Board
in September 2006. She is a
member of the Remuneration
Committee. She is a director
of Whitestone Cheese Limited,
Skyline Enterprises Limited, Mount
Cook Alpine Salmon Limited and
Sarah Ottrey Marketing Limited.
She is a past board member of
the Public Trust and the Smiths
City Group. Sarah has held senior
marketing management positions
with Unilever and Heineken.
Stronger together
22
financial
summary
EBOS Group has delivered
another year of strong financial
results, with record profit
achieved.
Group revenue was broadly in
line with last year at $7.6 billion,
negatively impacted by a
$338 million reduction in
hepatitis C medicine sales,
offset by growth in our core
businesses.
During the year we fully
transitioned HPS into the Group,
further expanding our position
in the Institutional Healthcare
market. In October 2017,
we acquired a strategic 14.1%
shareholding in MedAdvisor Ltd,
an Australian digital medication
management company, and in
March 2018, we acquired one of
New Zealand’s leading footcare
consumer brands, Gran’s Remedy.
In FY17, the business incurred
$7 million of transaction costs
incurred on acquisitions.
The business did not incur these
costs in FY18. For clarity, the
comparative results below are
shown on both a reported and
an underlying basis.
Earnings Before Net Finance
Costs, Tax, Depreciation and
Amortisation (EBITDA) grew
by $38 million to $272.4 million
representing an increase of
16.2%. Underlying EBITDA
growth for the year was 12.8%.
Net Profit After Tax (NPAT)
attributable to shareholders
increased by 12.2% to $149.6
million. Underlying NPAT
increased by $11 million or 7.9%
due to solid growth in operating
earnings.
Healthcare
The Healthcare segment
generated a 13% increase in
EBITDA on flat sales revenue to
last year.
The Australian business recorded
a decline of 1.7% in revenue,
although EBITDA grew 15.2%.
The revenue decline was driven
by a $338 million reduction
in hepatitis C medicine sales.
EBITDA growth was assisted by
the full-year contribution of HPS
which is performing solidly and in
line with expectations.
The New Zealand Healthcare
operations again delivered a solid
performance over the period
with revenue increasing 6.2%
and EBITDA increasing 4.6% with
growth across all New Zealand
business units.
Animal Care
The Animal Care segment
recorded 11.3% EBITDA growth
for the year as the business
continues to benefit from
excellent growth in our branded
products, with annual Black
Hawk sales in Australia up
23% on the prior year. Black
Hawk continues to be one of
Australia’s fastest growing
premium pet food brands with
a leading market position in the
pet specialty retail channel and
in July 2017, we successfully
launched Black Hawk into the
New Zealand market.
Total Animal Care revenue
declined for the year principally
due to the business ceasing
sales of low-margin wholesale
products to a major Australian
retail chain and discontinuing
sales of other products upon the
introduction of Black Hawk into
New Zealand. The business has
strategically realigned its focus
on developing its own brands
to drive greater margin and
shareholder value.
Our Animates business, in
which we hold a 50% equity
interest, continues to perform
strongly with our share of NPAT
increasing 13% on last year.
Acquisitions and
investments
completed
In October 2017, we acquired
a 14.1% shareholding in
MedAdvisor Ltd, an Australian
digital medication management
company. This is was a strategic
investment and during the year,
EBOS’ subsidiaries Zest and
TerryWhite Group Limited have
worked closely with MedAdvisor
to formalise commercial
agreements.
In March 2018, we acquired
one of New Zealand’s leading
footcare consumer brands,
Gran’s Remedy. The acquisition
of this iconic New Zealand
brand further strengthens our
Consumer Products business.
Gran’s Remedy is manufactured
and sold in New Zealand and
is exported worldwide to many
international markets, including
China and South Korea.
EBOS Group Annual Report 2018
23
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Operating Cash
Flow and Capital
Expenditure
The Group achieved very
strong operating cashflow
(before capex) of $176.2 million,
representing a $32.2 million
increase on the prior year.
Capital expenditure for the period
was $63.2 million, with $24.6 million
spent on the new highly automated
distribution facility in Brisbane,
Queensland, and $14.6 million on
the new contract logistics facility
in Sydney, New South Wales. The
contract logistics facility became
operational in June 2018, and the
new Brisbane distribution facility is
expected to commence operations
in the second quarter of FY19.
Net Debt and Return
On Capital Employed
The Group’s net debt was
$471 million at 30 June 2018,
an increase of $36.4 million on
the prior year, with a net debt
to EBITDA ratio of 1.74x, down
from 1.79x as at June 2017.
The increase in net debt for the
year was primarily attributable to
investments made, including the
capital expenditure program.
The business generated a return
on capital employed of 15.8%.
This is slightly lower than last
year (16.4%), due to a higher
investment in net working capital
and the cost of the recently
acquired HPS business.
The Group’s strategy continues
to include a strong focus on
mergers and acquisitions for
both its Healthcare and Animal
Care businesses and recognises
that the initial returns from
acquisitions may not exceed the
Group’s threshold ROCE target in
the first year post acquisition.
Currency and Change
in Presentation
Currency for 2019
The Group generates
approximately 82% of its earnings
in Australia and the lower
average exchange rate (-2.7 cents
to last year) used to translate
our Australian dollar earnings
during the year, positively
impacted reported EBITDA by
approximately $5.4 million.
In order to reduce this volatility
for future periods, the Board has
decided to change the Group’s
presentation currency from New
Zealand dollars to Australian
dollars, effective 1 July 2018.
Dividends
The directors are pleased to
announce a final dividend of
35.5 cents per share, which
takes full year dividends to
68.5 cents per share, an increase
of 8.7% on the prior year.
The record date for the final
dividend will be 28 September
2018 and the dividend will be
paid on 12 October 2018.
The final dividend will again be
imputed to 25% for New Zealand
tax-resident shareholders and
fully franked for Australian
tax-resident shareholders.
Outlook
EBOS Group has recorded a
strong financial performance in
FY18, and the Group is confident
of further profit growth into
FY19 on an underlying, constant
currency basis.
A performance update will
be provided to shareholders
at the Annual Meeting on
16 October 2018.
Stronger together
24
financial
report
INTRODUCING THIS REPORT 36
SECTION A: EBOS PERFORMANCE
A1. Revenue and expenses 38
A2. Segment information 40
A3. Taxation 43
A4. Earnings per share 45
SECTION B: KEY JUDGEMENTS MADE
B1. Goodwill and intangibles 46
B2. Acquisition information 51
SECTION C: OPERATING ASSETS AND LIABILITIES
USED BY EBOS
C1. Trade and other receivables 55
C2. Inventories 56
C3. Trade and other payables 57
SECTION D: CAPITAL ASSETS USED BY EBOS TO
OPERATE OUR BUSINESS
D1. Property, plant and equipment 57
D2. Capital work in progress 58
SECTION E: HOW WE FUND THE BUSINESS
E1. Share capital 59
E2. Dividends 60
E3. Borrowings 60
E4. Borrowing facilities maturity profile 61
E5. Operating cash flows 62
SECTION F: EBOS GROUP STRUCTURE
F1. Subsidiaries 64
F2. Investment in associates 66
SECTION G: HOW WE MANAGE RISK
G1. Financial risk management 68
G2. Financial instruments 69
SECTION H: OTHER DISCLOSURES
H1. Contingent liabilities 72
H2. Commitments for expenditure 72
H3. Subsequent events 72
H4. Related party disclosures 73
H5. Remuneration of auditors 73
H6. Changes in financial reporting standards 74
Contents
DIRECTORS’ RESPONSIBILITY STATEMENT 25
INDEPENDENT AUDITOR’S REPORT 26
FINANCIAL STATEMENTS 30
Consolidated Income Statement 30
Consolidated Statement of Comprehensive Income 31
Consolidated Balance Sheet 32
Consolidated Statement of Changes in Equity 34
Consolidated Cash Flow Statement 35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 36
Key
Key judgements and other judgements madeAccounting policy
Subsequent eventExplanatory note
Risks
ADDITIONAL STOCK EXCHANGE INFORMATION 75
EBOS Group Annual Report 2018
25
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Directors’
Responsibility
Statement
The directors of EBOS Group
Limited are pleased to present
to shareholders the financial
statements for EBOS Group
Limited and its controlled entities
(together the ‘Group’) for the year
to 30 June 2018.
The directors are responsible for
presenting financial statements
in accordance with New Zealand
law and generally accepted
accounting practice, which give a
true and fair view of the financial
position of the Group as at
30 June 2018 and the results of
their operations and cash flows
for the year ended on that date.
The directors consider the
financial statements of the
Group have been prepared
using accounting policies which
have been consistently applied
and supported by reasonable
judgements and estimates
and that all relevant financial
reporting and accounting
standards have been followed.
The directors believe that
proper accounting records
have been kept which enable
with reasonable accuracy, the
determination of the financial
position of the Group and
facilitate compliance of the
financial statements with the
Financial Markets Conduct
Act 2013.
The directors consider that they
have taken adequate steps to
safeguard the assets of the
Group and to prevent and detect
fraud and other irregularities.
Internal control procedures are
also considered to be sufficient to
provide reasonable assurance as
to the integrity and reliability of
the financial statements.
The financial statements are
signed on behalf of the Board by:
MARK WALLER
Chairman
ELIZABETH COUTTS
Director
22 August 2018
Stronger together
26
independent auditor’s
report to the shareholders
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of EBOS Group Limited and its
subsidiaries (the ‘Group’), which comprise the consolidated balance sheet as at 30 June 2018,
and the consolidated income statement, statement of comprehensive income, statement
of changes in equity and statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements, on pages 30 to 74, present
fairly, in all material respects, the consolidated financial position of the Group as at 30 June
2018, and its consolidated financial performance and 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 (‘ISAs’) and
International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). 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 issued by the New Zealand Auditing and
Assurance Standards Board and the International Ethics Standards Board for
Accountants’ Code of Ethics for Professional Accountants, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Other than in our capacity as auditor and the provision of advisory services and taxation
services, we have no relationship with or interests in the Company or any of its subsidiaries.
These services have not impaired our independence as auditor of the Company and Group.
Audit Materiality
We consider materiality primarily in terms of the magnitude of misstatement in the
financial statements of the Group that in our judgement would make it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced
(the ‘quantitative’ materiality). In addition, we also assess whether other matters that come to
our attention during the audit would in our judgement change or influence the decisions of such
a person (the ‘qualitative’ materiality). We use materiality both in planning the scope of our audit
work and in evaluating the results of our work.
We determined materiality for the Group financial statements as a whole to be $10.5m.
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 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.
EBOS Group Annual Report 2018
27
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Key audit matterHow our audit addressed the key audit matter
Goodwill and Indefinite Life Intangible Asset Impairment Assessment
The Group has $1,021m of goodwill and $133m of indefinite life
intangible assets, including brands and a franchise network,
on the balance sheet at 30 June 2018 as detailed in note B1 to
the financial statements.
The carrying values of goodwill and indefinite life intangible
assets are dependent on the future cash flows expected to be
generated by the underlying businesses, and there is a risk if
these cash flows do not meet the Group’s expectations that
the assets may be impaired.
The Group tests goodwill and indefinite life intangible assets
at least annually by determining the recoverable amount
(the higher of value-in-use or fair value less costs to sell) of
the individual assets where possible, or otherwise the cash-
generating units to which the assets belong and comparing
the recoverable amounts of the assets to their carrying values.
The impairment assessment models prepared by the Group
contain a number of significant assumptions. Changes in
these assumptions might lead to a change in the carrying
value of indefinite life intangible assets and goodwill.
The Group has assessed the recoverable amount of brands
based on fair value using the relief from royalty method and
the recoverable amount of franchise assets based on fair
value using the multiple-period excess earnings method.
The key assumptions applied in the above models are:
• annual revenue and expense growth rates for the 5 year
forecast period;
• pre-tax discount rates;
• royalty rates;
• contributory asset charge (franchise network assets); and
• terminal growth rates.
The Group has assessed the recoverable amount of each
cash-generating unit (“CGU”) or group of CGU’s to which
goodwill has been allocated based on value-in-use models.
The key assumptions applied in the value-in-use models are:
• annual revenue and expense growth rates for the 5 year
forecast period;
• pre-tax discount rates; and
• terminal growth rates.
We have included the impairment assessments of goodwill and
indefinite life intangible assets as a key audit matter due to the
significance of the balances to the financial statements and
the level of judgement applied by the Group in determining the
key assumptions used to determine the recoverable amounts.
We considered whether the Group’s methodology
for assessing impairment is compliant with NZ IAS
36: Impairment of Assets. We focused on testing
and challenging the suitability of the models and
reasonableness of the assumptions used by the Group
in conducting their impairment reviews.
Our procedures included:
• agreeing a sample of future cash flows to Board
approved forecasts;
• challenging the reliability of the Group’s revenue and
expense growth rates by comparing the forecasts
underlying the growth rates to historical forecasts and
actual results of the underlying businesses (where
applicable); and
• assessing the reasonableness of key assumptions and
changes to them from previous years.
We used our internal valuation specialists to assist with
evaluating the models and challenging the Group’s key
assumptions. The procedures of the specialist included:
• evaluating the appropriateness of the valuation
methodology;
• testing the mathematical integrity of the models;
• evaluating the Group’s determination of the pre-tax
discount rates and royalty rates used in the models
through consideration of the relevant risk factors for
each CGU, the cost of capital for the Group, and market
data on comparable businesses; and
• comparing the terminal growth rates to market data for
the industry sectors.
We evaluated the sensitivity analysis performed by
management to consider the extent to which a change
in one or more of the key assumptions could give rise to
impairment in the goodwill and indefinite life intangible
assets.
Stronger together
28
Key audit matterHow our audit addressed the key audit matter
Acquisition Accounting
New Zealand accounting standards require the purchaser
to identify the assets and liabilities acquired in a business
combination, including identifiable intangible assets, and
to measure them at fair value at the date of acquisition.
Goodwill arising (excess of consideration paid over the fair
value of the assets and liabilities acquired) is required to be
allocated to the cash-generating unit (“CGU”) or groups of
CGU’s benefiting from the acquisition.
As detailed in note B2, EBOS Group acquired 100%
of Alchemy Holdings Pty Ltd (“Alchemy”) for a total
consideration of NZD $163m in June 2017, and due to the
timing of the acquisition the acquisition balance sheet was
determined on a provisional basis as at 30 June 2017.
During the current year the Group finalised the acquisition
accounting of Alchemy. The finalisation of the acquisition
accounting resulted in the recognition of indefinite life
intangible assets, comprising brands of $9.5m, and finite life
intangible assets, comprising customer contracts of $8.8m,
and $127.0m of goodwill.
The Alchemy brand has been valued using the relief from
royalty method. The key assumptions applied in the model were:
• forecast sales volumes;
• pre-tax discount rate;
• royalty rate; and
• terminal growth rate.
The customer relationships have been valued using
the multiple-period excess earnings method.
The key assumptions applied in the model were:
• forecast sales;
• pre-tax discount rate;
• contract useful lives; and
• contributory asset charge.
We included the identification and valuation of intangible
assets and the allocation of goodwill to CGU’s for the
Alchemy acquisition as a key audit matter because the
Group’s acquisitions are considered a key area of interest for
investors and because of the size of this acquisition and the
level of intangible assets. There is also significant judgement
involved in identifying the intangible assets acquired
and determining the appropriate methodology and key
assumptions to calculate their fair value.
Our procedures included:
• utilising industry knowledge to assess the Group’s
identification of intangible assets and consider what is
represented by residual goodwill;
• challenging the rationale for allocation of goodwill to
CGU’s or group’s of CGU’s;
• comparing the forecast sales to Board approved
forecasts; and
• challenging the reliability of the revenue and expense
growth rates by comparing the forecasts underlying the
growth rates to historical forecasts and actual results of
the underlying business.
We used our internal valuation specialists to assess
the appropriateness of the nature and valuation of the
intangible assets identified by the Group. This assessment
included:
• evaluating the appropriateness of the valuation
methodology and testing the mathematical integrity of
the model;
• evaluating the pre-tax discount rate applied in the
model through comparison to the cost of capital for the
business and to external market data; and
• comparing the Group’s assumed royalty rate and
contributory asset charge to market data for similar
intangible assets.
EBOS Group Annual Report 2018
29
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Other Information
The directors are responsible on behalf of the Group for the other information. The other
information comprises the information in the Annual Report that accompanies the consolidated
financial statements and the audit report.
Our opinion on the consolidated financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated. If so, we are required to report that fact. We have
nothing to report in this regard.
Board of Directors’
Responsibilities for the
Consolidated Financial
Statements
The directors are responsible on behalf of the Group 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 on behalf of the
Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless
the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s
Responsibilities
for the Audit of the
Consolidated Financial
Statements
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 and ISAs (NZ)
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 on the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-
repor t-1
This description forms part of our auditor’s report.
Restriction on Use
This report is made solely to the Company’s shareholders, as a body. Our audit has been
undertaken so that we might state to the Company’s shareholders those matters 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’s shareholders
as a body, for our audit work, for this report, or for the opinions we have formed.
PAUL BRYDEN, PARTNER
FOR DELOITTE LIMITED
Christchurch, New Zealand
22 August 2018
Stronger together
30
Consolidated Income Statement
The Consolidated Income Statement presents income earned and expenditure incurred by EBOS Group during the financial year in
determining profit.
For the financial year ended 30 June 2018Notes
2018
$’000
2017
$’000
RevenueA1(a)7,609,4887,625,854
Income from associatesF24,5014,062
Acquisition costs-(7,021)
Profit before depreciation, amortisation,
net finance costs and tax expense (EBITDA)
272,383
234,427
DepreciationA1(b)(17,651)(13,616)
AmortisationA1(b)(17,084)(12,218)
Profit before net finance costs and tax expense237,648208,593
Finance income1,7802,079
Finance costs(24,501)(21,104)
Profit before tax expenseA1(b)214,927189,568
Tax expenseA3(63,207)(56,722)
Profit for the year151,720132,846
Profit for the year attributable to:
Owners of the Company149,564133,279
Non-controlling interests2,156(433)
151,720132,846
Earnings per share:
Basic (cents per share)A498.587.8
Diluted (cents per share)A498.587.8
Notes to the financial statements are included on pages 36 to 74.
financial
statements
EBOS Group Annual Report 2018
31
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Consolidated Statement of Comprehensive Income
The Consolidated Statement of Comprehensive Income presents profit for the year, plus gains and losses that are not recognised in the
Consolidated Income Statement and instead are required to be taken directly to reserves within equity.
For the financial year ended 30 June 2018
2018
$’000
2017
$’000
Profit for the year151,720132,846
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Net fair value movement on available-for-sale assets(1,552)-
Cashflow hedge gains2,2425,675
Related income tax(640)(1,653)
Translation of foreign operations10,1231,947
Total comprehensive income net of tax161,893138,815
Total comprehensive income for the year is attributable to:
Owners of the Company159,737139,248
Non-controlling interests2,156(433)
161,893138,815
Notes to the financial statements are included on pages 36 to 74.
Stronger together
32
Notes to the financial statements are included on pages 36 to 74.
Consolidated Balance Sheet
The Consolidated Balance Sheet presents a summary of the EBOS Group assets, liabilities and equity at the end of the financial year.
As at 30 June 2018Notes
2018
$’000
2017
$’000
Current assets
Cash and cash equivalents163,256162,181
Trade and other receivablesC1998,7601,041,849
Prepayments9,8547,834
InventoriesC2582,877572,001
Current tax refundable65168
Other financial assets - derivativesG21,42319
Total current assets1,756,2351,784,052
Non-current assets
Property, plant and equipmentD1122,186115,876
Capital work in progressD263,54022,923
Prepayments-9
Deferred tax assetsA3(b)53,03049,263
GoodwillB1(a)1,021,1701,000,050
Indefinite life intangiblesB1(b)132,589115,940
Finite life intangiblesB1(d)64,13680,084
Investment in associatesF240,31536,455
Other financial assets10,097922
Total non-current assets1,507,0631,421,522
Total assets3,263,2983,205,574
Current liabilities
Trade and other payablesC31,274,6241,327,757
Finance leases2572
Bank loansE3160,293155,857
Current tax payable12,45214,209
Employee benefits44,36240,971
Other financial liabilities - derivativesG22 ,1572,995
Total current liabilities1,493,9131,541,861
EBOS Group Annual Report 2018
33
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Non-current liabilities
Bank loansE3473,988440,847
Trade and other payablesC314,60713,837
Deferred tax liabilitiesA3(b)58,01550,783
Finance leases82103
Employee benefits6,4755,745
Total non-current liabilities553,167511,315
Total liabilities2,047,0802,053,176
Net assets1,216,2181,152,398
Equity
Share capitalE1888,513888,513
Share based payments reserve2,318490
Foreign currency translation reserve(24,691)(34,814)
Retained earnings326,800277,912
Available-for-sale revaluation reserve(1,552)-
Cashflow hedge reserve1,571(31)
Equity attributable to owners of the Company1,192,9591,132,070
Non-controlling interests23,25920,328
Total equity1,216,2181,152,398
As at 30 June 2018Notes
2018
$’000
2017
$’000
Notes to the financial statements are included on pages 36 to 74.
Consolidated Balance Sheet (continued)
Stronger together
34
Notes to the financial statements are included on pages 36 to 74.
Consolidated Statement of Changes in Equity
The Consolidated Statement of Changes in Equity presents the components of capital and reserves of EBOS Group and explains the
movements in each component during the financial year.
For the financial year ended
June 2018Notes
Share
capital
$’000
Share
based
payments
$’000
Foreign
currency
translation
reserve
$’000
Retained
earnings
$’000
Available
-for-sale
revaluation
reserve
$’000
Cashflow
hedge
reserve
$’000
Non-
controlling
interests
$’000
Total
$’000
Balance at 1 July 2016888,513-(36,761)239,578-(4,053)-1,087,277
Profit for the year---133,279--(433)132,846
Other comprehensive income
for the year, net of tax--1,947--4,022-5,969
Payment of dividendsE2---(94,945)---(94,945)
Arising on acquisition of subsidiaries------20,93620,936
Share based payments-490-----490
Effect of exchange rate fluctuations------(175)(175)
Balance at 30 June 2017888,513490(34,814)277,912-(31)20,3281,152,398
Balance at 1 July 2017888,513490(34,814)277,912-(31)20,3281,152,398
Profit for the year---149,564--2,156151,720
Other comprehensive income for
the year, net of tax--10,123-(1,552)1,602-10,173
Payment of dividendsE2---(100,676)---(100,676)
Share based payments-1,828-----1,828
Effect of exchange rate fluctuations------775775
Balance at 30 June 2018888,5132,318(24,691)326,800(1,552)1,57123,2591,216,218
EBOS Group Annual Report 2018
35
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Consolidated Cash Flow Statement
The Consolidated Cash Flow Statement presents the cash generated and used by EBOS Group during the financial year.
For the financial year ended 30 June 2018Notes
2018
$’000
2017
$’000
Cash flows from operating activities
Receipts from customers7,684,8307,922,392
Interest received1,7802,079
Dividends received from associatesF2932913
Payments to suppliers and employees(7,421,615)(7,694,957)
Taxes paid(65,255)(65,380)
Interest paid(24,501)(21,104)
Net cash inflow from operating activitiesE5176,171143,943
Cash flows from investing activities
Sale of property, plant and equipment187150
Purchase of property, plant and equipment(17,119)(13,507)
Payments for capital work in progress(43,516)(22,923)
Payments for intangible assets(2,709)(1,164)
Acquisition of subsidiariesB2(22,816)(183,228)
Investment in other financial assets(10,923)(879)
Net cash (outflow) from investing activities(96,896)(221,551)
Cash flows from financing activities
Proceeds from borrowingsE526,483224,456
Repayment of borrowingsE5(10,000)(10,357)
Dividends paid to equity holders of parentE2(100,676)(94,945)
Net cash (outflow)/inflow from financing activities(84,193)119,154
Net (decrease)/increase in cash held(4,918)41,546
Effect of exchange rate fluctuations on cash held5,993384
Net cash and cash equivalents at the beginning of the year162,181120,251
Net cash and cash equivalents at the end of the year163,256162,181
Notes to the financial statements are included on pages 36 to 74.
Stronger together
36
Notes to the consolidated
financial statements
For the Financial Year Ended 30 June 2018
Introducing this report
The notes to the financial statements include information
that is considered relevant and material to assist the reader
in the understanding of the financial performance and
financial position of EBOS Group.
Information is considered relevant and material if:
• the amount is significant because of its size and nature;
• it is important to assist the readers understanding of the
results of EBOS;
• it helps to explain to the reader the changes in the business
and/or operations of EBOS; or
• it relates to an aspect of operations that is important to the
future performance of EBOS.
EBOS Group Limited (the Company) is a profit-oriented
company incorporated in New Zealand, registered under the
Companies Act 1993 and dual listed on both the New Zealand
Stock Exchange and the Australian Securities Exchange.
Basis of preparation
The financial statements have been prepared in
accordance with Generally Accepted Accounting
Practice (GAAP). They comply with New Zealand
Equivalents to International Financial Reporting
Standards and other applicable reporting
standards as appropriate for profit oriented
entities.
The financial statements comply with International
Financial Reporting Standards.
EBOS is a Tier 1 for-profit entity in terms of the New
Zealand External Reporting Board Standard A1.
The Company is a FMC reporting entity for the
purposes of the Financial Markets Conduct Act
2013, and its financial statements comply with
this Act.
The financial statements have been prepared
on the basis of historical cost, except for the
revaluation of certain financial instruments. Cost is
based on the fair value of the consideration given in
exchange for assets.
The information is presented in thousands of
New Zealand dollars, unless otherwise stated.
Critical accounting estimates and judgements
In the process of applying the Group’s accounting
policies and the application of accounting
standards, EBOS has made a number of
judgements and estimates. The estimates and
underlying assumptions are based on historic
experience and various other factors that
are considered to be appropriate under the
circumstances. Therefore, there is an inherent risk
that actual results may subsequently differ from
the estimates made.
These estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period
in which the estimate is revised if the revision
affects only that period, or in the period of the
revision and future periods if the revision affects
both current and future periods.
Judgements and estimates that are considered
material to understanding the performance
of EBOS are found in the relevant notes to the
financial statements. Key judgements have been
made in regard to assumptions that support the
impairment assessment for goodwill and indefinite
life intangibles (note B1) and the identification and
valuation of intangibles recognised on acquisitions
(note B2).
Basis of consolidation
The EBOS Group financial statements comprise the
financial statements of EBOS Group Limited, the
parent company, combined with all the entities that
comprise the Group, being its subsidiaries (listed in
note F1) and its share of associate investments (listed
in note F2). The financial statements of the members
of the Group, including associates, are prepared for
the same reporting period as the parent company,
using consistent accounting policies.
Subsidiaries are consolidated on the date on which
control is obtained to the date on which control is lost.
The results of subsidiaries acquired or disposed of
during the year are included in the Consolidated
Income Statement from the effective date of
acquisition or up to the effective date of disposal,
as appropriate.
All significant inter-company transactions and
balances are eliminated on consolidation.
EBOS Group Annual Report 2018
37
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Foreign currency
Functional currency
The financial statements of each of the Group’s
entities are measured using the currency of the
primary economic environment in which that entity
operates (the functional currency).
Transactions and balances
Foreign currency transactions are translated into
the functional currency using the exchange rate
on the date of the transaction. At each balance
sheet date, monetary assets and liabilities that are
denominated in foreign currencies are translated at
the rates prevailing on the balance sheet date.
Non-monetary assets and liabilities that are
measured in terms of historical cost in a foreign
currency are not retranslated.
Exchange differences arising on the settlement of
monetary items, and on the translation of monetary
items, are included in the Consolidated Income
Statement for the period.
Foreign operations
On consolidation, the assets and liabilities of
EBOS’ overseas operations are translated at the
exchange rate at the reporting date. Income and
expense items are translated at the average rates
for the period. Exchange differences arising are
recognised in the foreign currency translation
reserve (in equity), and recognised in profit or loss
on disposal of the foreign operation.
Goodwill and fair value adjustments arising on the
acquisition of a foreign entity are treated as assets
and liabilities of the foreign entity and translated at
the exchange rate at the reporting date.
Other accounting policies
Other accounting policies that are relevant to the reader’s
understanding of the financial statements are included
throughout the following notes to the financial statements.
INTRODUCING THIS REPORT continued
Stronger together
38
A1. REVENUE AND EXPENSES
(a) Revenue
Revenue consisted of the following items:
2018
$’000
2017
$’000
Revenue from the sale of goods7,379,7657,471,918
Revenue from the rendering of services229,723153,936
7,609,4887,625, 854
RECOGNITION AND MEASUREMENT
Revenue is measured at the fair value of the consideration received or receivable and represents amounts net of
any returns and discounts. Revenue is recognised when it is considered probable that the economic benefits of
the transaction will be received by EBOS. The following specific recognition criteria must be met before revenue is
recognised:
Sale of GoodsRendering of Services
Revenue from the sale of goods is recognised when
significant risks and rewards of owning the goods are
transferred to the buyer.
Revenue from services is recognised on the basis
of the value of services performed to date as a
percentage of the total services to be performed.
SECTION OVERVIEW
This section explains the financial performance of EBOS by:
a) displaying additional information about individual items in the Consolidated Income Statement;
b) presenting further analysis of EBOS’ operating segments by revenue and expenses; and
c) providing an analysis of the components of EBOS’ tax balances for the year and the current
imputation credit account balance.
Section A: EBOS Performance
EBOS Group Annual Report 2018
39
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
A1. REVENUE AND EXPENSES continued
(b) Expenses
Profit before tax expense has been arrived at after charging the following expenses by nature:
2018
$’000
2017
$’000
Cost of sales(6,748, 844)(6,872,190)
Write-down of inventory(4,036)(8,387)
Impairment loss on trade and other receivables(1,901)(2,758)
Depreciation of property, plant and equipment(17,651)(13,616)
Amortisation of finite life intangibles(17,084)(12,218)
Operating lease rental expenses(43,203)(35,125)
Donations(265)(49)
Employee benefit expense(297,028)(245,813)
Defined contribution plan expense(16,299)(14,653)
Acquisition costs-(7,02 1)
Share based payments(840)(490)
Other expenses(229,190)(209,003)
Total expenses(7,376,341)(7,421,323)
RECOGNITION AND MEASUREMENT
Impairment
EBOS reviews the recoverable amount of its tangible and intangible assets, including goodwill, at each balance
date. If the carrying value of an asset exceeds the recoverable amount, an impairment expense is recognised in the
income statement.
Tangible assets are grouped at the lowest levels for which there are separately identifiable cash flows
(cash-generating units). The recoverable amount is the higher of an asset’s fair value less costs to sell and the
present value of future cash flows expected to be generated by the asset (value in use).
Depreciation and amortisation
Depreciation is provided for on a straight-line basis on all property, plant and equipment other than freehold land,
at depreciation rates calculated to allocate the assets’ cost less estimated residual value, over their estimated useful
lives. Refer to note D1 for the useful lives used in the calculation of depreciation.
Amortisation is charged on a straight-line basis over the estimated useful life of finite life intangibles. Refer to note
B1 for the useful lives used in the calculation of amortisation.
Operating lease expenses
EBOS leases certain land, buildings, plant and equipment. Operating leases are where the lessor rather than EBOS
have effectively retained the substantial risk and benefit of ownership of a leased item. Operating lease payments
are included in the determination of profit or loss in equal instalments over the period of the lease. Lease incentives
received are recognised on a straight-line basis over the lease period.
Stronger together
40
A1. REVENUE AND EXPENSES continued
Employee expenses
Provision is made for benefits owing to employees in respect of wages and salaries, annual leave, long service leave
and employee incentives for services rendered. Provisions are recognised when it is probable they will be settled and
can be measured reliably. They are carried at the remuneration rate expected to apply at the time of settlement and
discounted to the present value of the expected payment to the employee at balance date.
Net finance costs
Finance costs include bank interest and amortisation of costs incurred in connection with borrowing facilities.
Finance costs are expensed immediately as incurred, using the effective interest method, unless they relate to
acquisition and development of qualifying assets, in which case they are capitalised.
Interest income is recognised on a time-proportionate basis using the effective interest method.
A2. SEGMENT INFORMATION
(a) Reportable segments
EBOS’ major products and services are the same as the reportable segments, i.e. Healthcare and Animal Care,
with no major products and services allocated to corporate.
(b) Segment revenues and results
The following is an analysis of EBOS’ revenue and results by reportable segment:
Revenue from external customers ($’000)
HEALTHCARE SEGMENT
Sale of healthcare products in a
range of sectors, own brands, retail
healthcare, pharmacy services
and wholesale activities.
CORPORATE SEGMENT
Includes net funding costs and central
administration expenses that have
not been allocated to the healthcare
or animal care segments.
ANIMAL CARE SEGMENT
Sale of animal care products in a
range of sectors, own brands, retail
and wholesale activities.
EBOS GROUP LIMITED
Healthcare $7,197,556
95%
2018
Animal Care
$411,932
5%
Healthcare $7,202,688
94%
Healthcare
Animal Care
2017
Animal Care
$423,166
6%
EBOS Group Annual Report 2018
41
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
A2. SEGMENT INFORMATION continued
EBITDA ($’000)
Net profit/(loss) after tax for the year attributable to owners of the company ($’000)
Associate information:
2018
$’000
2017
$’000
Included in the segment results above is income from associates:
Animal Care3,5543,141
Healthcare947921
Total income from associates4,5014,062
Healthcare
$235,867
$49,761
($13,245)
$208,782
$44,712
($19,067)
Animal CareCorporate
Healthcare
$142,483
$33,226
($26,145)
$133,172
$29,953
($29,846)
Animal CareCorporate
20172018
2017
2018
(b) Segment revenues and results (continued)
Stronger together
42
The following is an analysis of other financial information by reportable segment:
(c) Geographical information
EBOS operates in two principal geographical areas: New Zealand and Australia.
EBOS’ revenue from external customers by geographical location and information about its segment assets
(non-current assets), excluding financial instruments and deferred tax assets, are detailed below:
HealthcareAnimal CareCorporate
2018
$’000
2017
$’000
2018
$’000
2017
$’000
2018
$’000
2017
$’000
Depreciation(16,687)(12,562)(964)(1,054)--
Amortisation of finite life intangibles(14,454)(9,719)(2,630)(2,499)--
Net finance costs----(22,721)(19,025)
Tax (expense)/benefit(60,087)(53,762)(12,941)(11,206)9,8218,246
AustraliaNew ZealandGroup
2018
$’000
2017
$’000
2018
$’000
2017
$’000
2018
$’000
2017
$’000
Continuing operations
Revenue from external customers6,022,0316,116,7601,587,4571,509,0947,609,4887,625, 854
Non-current assets1,107, 8931,048,967305,825286,8371,413,7181,335,804
(d) Information about major customers
No revenues from transactions that are with a single customer amount to 10% or more of EBOS’ revenues (2017: Nil).
RECOGNITION AND MEASUREMENT
The reportable segments of EBOS have been identified in accordance with NZ IFRS 8 ‘
Operating Segments’.
The Group’s operating segments are identified on the basis of internal reports about components of the Group that
are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to
assess its performance.
The accounting policies of EBOS have been consistently applied to the operating segments. Profit before
depreciation, amortisation, net finance costs and tax expense (EBITDA) is the measure reported to the chief
operating decision-maker for the purposes of resource allocation and assessment of segment performance.
Assets are not allocated to operating segments as they are not reported to the chief operating decision-maker
at a segment level.
A2. SEGMENT INFORMATION continued
(b) Segment revenues and results (continued)
EBOS Group Annual Report 2018
43
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
A3. TAXATION
(a) Tax expense recognised in Consolidated Income Statement
The tax rates used are principally the corporate tax rates of 28% (2017: 28%) payable by New Zealand and 30% (2017: 30%)
payable by Australian corporate entities on taxable profits under tax law in each jurisdiction.
2018
$’000
2017
$’000
Tax expense comprises:
Current tax expense/(credit):
Current year64,11559,303
Adjustments for prior years(1,897)(119)
62,21859,184
Deferred tax (credit):(646)(2,832)
Adjustments for prior years1,635370
989(2,462)
Total tax expense63,20756,722
The prima facie income tax expense on pre-tax accounting profit from operations
reconciles to the income tax expense in the financial statements as follows:
Profit before tax expense214,927189,568
Tax expense calculated at 28% (2017: 28%)60,18053,079
Non-deductible expenses1,4451,762
Effect of different tax rates of subsidiaries operating in
overseas jurisdictions3,5552,503
(Over)/under provision of tax expense in prior years(262)251
Other adjustments(1,711)(873)
Total tax expense63,20756,722
Stronger together
44
A3. TAXATION continued
(b) Deferred tax assets and liabilities
Taxable and deductible temporary differences arise from the following:
(c) Imputation credit account balances
2018
$’000
2017
$’000
Gross deferred tax liabilities:
Property, plant and equipment(3,505)(1,437)
Provisions(201)(221)
Other financial assets – derivatives(166)(28)
Intangible assets(54,143)(49,097)
(58,015)(50,783)
Gross deferred tax assets:
Property, plant and equipment9,4609,541
Provisions37,7 7835,159
Other financial liabilities – derivatives18802
Intangible assets5,4083,499
Tax losses carried forward366262
53,03049,263
2018
$’000
2017
$’000
Imputation credit account balances
Imputation credits available directly and indirectly to shareholders of
the parent company:
7,610
5,885
Imputation credits allow EBOS to pass on to its shareholders the benefit of the New Zealand income tax it has paid by
attaching imputation credits to the dividends it distributes, reducing shareholders’ net tax obligations.
RECOGNITION AND MEASUREMENT
Income tax expense is the income tax assessed on taxable profit for the year.
Taxable profit differs from profit before tax reported in the Consolidated Income Statement as it excludes items of
income and expense that are taxable or deductible in other years (temporary differences) and also excludes items
that will never be taxable or deductible (permanent differences).
Income tax expense components are current income tax and deferred tax.
EBOS Group Annual Report 2018
45
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
A3. TAXATION continued
Deferred tax is income tax that is expected to be payable or recoverable in the future as a result of the unwinding of
temporary differences. These arise from differences in the recognition of assets and liabilities for financial reporting
and for the filing of income tax returns.
Deferred tax is recognised on all temporary differences, other than those arising:
• from goodwill;
• from the initial recognition of assets and liabilities in a transaction (other than in a business combination)
that affects neither the accounting nor taxable profit or loss; and
• investments in associates and subsidiaries where EBOS is able to control the reversal of the temporary differences
and such differences are not expected to reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to apply to the year when a liability is settled or an asset
realised, based on tax rates and tax laws that have been enacted or substantively enacted at balance date.
A deferred tax asset is recognised to the extent it is probable that future taxable profits will be available to use the
asset. This is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available in the future to utilise the deferred tax asset.
A4. EARNINGS PER SHARE
Basic earnings
per share
Diluted earnings
per share
2018 20172018 2017
Earnings used in the calculation of
total earnings per share ($’000)149,564133,279149,564133,279
Weighted average number of ordinary shares for
the purposes of calculating earnings per share No. (000’s)151,914151,768151,914151,768
Earnings per share Cents98.587. 898.587. 8
Basic earnings per share is calculated by dividing the profit attributable to the shareholders of the company
by the weighted average number of ordinary shares on issue during the year excluding shares held as treasury
stock. Diluted earnings per share assumes conversion of all diluted potential ordinary shares in determining the
denominator.
Stronger together
46
B1. GOODWILL AND INTANGIBLES
(a) Goodwill
2018
$’000
2017
$’000
Gross carrying amount
Balance at beginning of financial year1,000,050829,163
Recognised from business acquisition during the year (note B2)16,062171,107
Adjustment due to finalisation of acquisition in the prior year (note B2)(3, 242)-
Effects of foreign currency exchange differences8,300(220)
Net book value1,021,1701,000,050
RECOGNITION AND MEASUREMENT
Goodwill arising on the acquisition of a subsidiary is recognised as an asset at the date that control is acquired
(the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of
any non-controlling interest in the acquiree and the fair value of the acquirer’s previously-held equity interest (if any)
in the acquiree over the fair value of the identifiable net assets recognised.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing,
goodwill is allocated to each of EBOS’ cash-generating units or groups of cash-generating units expected to benefit
from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for
impairment annually, or more frequently when there is an indication that the unit may be impaired. The recoverable
amount is the higher of fair value less cost to sell and value in use. If the recoverable amount of the cash-generating
unit is less than its carrying amount, the impairment loss is first allocated to reduce the carrying amount of any
goodwill and then to the other assets of the cash-generating unit on a pro-rata basis. Any impairment loss on
goodwill is recognised immediately in profit or loss and is not subsequently reversed.
SECTION OVERVIEW
This section identifies the balances and transactions to which key judgements have been made by EBOS in the
preparation of these financial statements. Key judgements have been made with regard to the estimates for
future cash flows for goodwill impairment assessment purposes, and the identification of intangible assets and
recognition of goodwill for business acquisitions.
Section B: Key judgements made
EBOS Group Annual Report 2018
47
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
B1. GOODWILL AND INTANGIBLES continued
(b) Indefinite life intangibles
Te r r y W hi te
Chemmart
Brands
$’000
Other
Healthcare
Brands
$’000
Franchise
Network
$’000
Animal
Care
Brands
$’000
Healthcare
Trademarks
$’000
To t al
$’000
Gross carrying amount
Balance at 1 July 2016 25,298 22,247 - 26,362 17, 240 91,147
Acquisitions through business
combinations13,034-11,613--24,647
Effects of foreign currency exchange
differences1098(92)121-146
Balance at 30 June 201738,44122,25511,52126,48317, 240115,940
Acquisitions through business
combinations-13,777---13,777
Effects of foreign currency exchange
differences1,358388412714-2,872
Balance at 30 June 201839,79936,42011,93327,19717, 240132,589
RECOGNITION AND MEASUREMENT
Indefinite life intangible assets represent purchased brands, trademarks and a franchise network asset that are
initially recognised at fair value. These intangible assets are tested annually for impairment on the same basis as
for goodwill.
JUDGEMENT: USEFUL LIVES OF INDEFINITE LIFE INTANGIBLE ASSETS
The directors have assessed these brands, trademarks and a franchise network asset as having an indefinite useful
life. In coming to this conclusion the expected expansion of these assets across other products and markets,
the typical product life cycle of these assets, the stability of the industry in which the assets are operating, the level
of maintenance expenditure required and the period of legal control over these assets has been considered.
Stronger together
48
B1. GOODWILL AND INTANGIBLES continued
(c) Cash-generating units
The carrying amount of goodwill and indefinite life intangibles allocated to cash-generating units or groups of
cash-generating units is as follows:
GoodwillIndefinite life intangibles
2018
$’000
2017
$’000
2018
$’000
2017
$’000
Healthcare Australia
1
651,148643,26713,7813,865
Healthcare New Zealand
2
73,19765,68322,64018,390
Healthcare: Pharmacy/Logistics NZ
3
95,04395,04317, 24017, 240
Healthcare: Terry White Group
4
38,62134,36751,73249,962
Animal Care
5
163,161161,69027,19626,483
1,021,1701,000,050132,589115,940
For the year ended 30 June 2018, the directors have determined that there is no impairment of any of the cash-generating
units containing goodwill, brands, trademarks and franchise network asset (2017: Nil).
1
Australian Consumer, Hospital, Pharmacy, Primary Healthcare sectors.
2
New Zealand Consumer, Hospital, Primary Healthcare, Aged Care and International Product Supplies.
3
New Zealand Pharmacy Wholesaler and Logistic Services.
4
Australia - Terry White Group.
5
New Zealand and Australia Animal Care.
KEY JUDGEMENT: IMPAIRMENT ASSESSMENT ASSUMPTION
The recoverable amounts of cash-generating units is determined on the basis of value in use calculations.
The recoverable amount calculations are most sensitive to changes in the following assumptions:
RevenueEstimated by management based on revenue achieved in the period immediately before
the start of the assessment period and adjusted each year for any anticipated growth.
Operating costsEstimated by management based on current trends at the start of the assessment period
and adjusted for expected changes in the business or sector in which the business operates.
Discount ratesEstimated by management based on a current market assessment of the time value of
money, cost of capital and risks specific to the asset to which the cash flows generated
by that asset are being assessed.
EBOS Group Annual Report 2018
49
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
2018
$’000
2017
$’000
Goodwill
Annual revenue growth rates3.5% - 7.1%1.6% - 5.0%
Allowance for increases in expenses3.0% - 6.7% 2.7% - 5.0%
Pre-tax discount rates12.3% - 14.1%12.3% - 14.3%
Terminal growth rate 2.5%2.5%
KEY ESTIMATE: VALUE IN USE CALCULATION
The value in use calculation uses cash flow projections based on financial forecasts approved by the Board and
management covering a five year period, including terminal value, and management’s past experience.
The following estimates were used in the value in use calculation:
KEY ESTIMATE: VALUE IN USE CALCULATION
The in use value of indefinite life intangibles has been calculated using the relief from royalty method.
The following estimates were used:
Management has carried out a sensitivity analysis and believe that any reasonably possible change in the key
assumptions would not cause the book value of any of the cash-generating units, or groups of cash-generating
units to exceed their recoverable amount.
Indefinite life intangibles
Annual revenue growth rates3.8% - 7.0%2.7% - 7.0%
Allowance for increases in expenses3.0% - 7.0%2.4% - 4.7%
Royalty rate3.0% - 8.3%3.0% - 8.3%
Pre-tax discount rates13.2% - 17.9%12.7% - 17.9%
Terminal growth rate 2.5%2.5%
B1. GOODWILL AND INTANGIBLES continued
Stronger together
50
B1. GOODWILL AND INTANGIBLES continued
(d) Finite life intangibles
Other
$’000
Customer
relationships/
contracts
$’000
To t al
$’000
Gross carrying amount14,215114,403128,618
Accumulated amortisation and impairment(6,971)(41 , 563)(4 8 , 534)
Balance at 30 June 20177, 24 472,84080,084
Gross carrying amount16,942116,666133,608
Accumulated amortisation and impairment(11,316)(58,156)(69,472)
Balance at 30 June 20185,62658,51064,136
Aggregate amortisation recognised as an expense during the year:
2018
$’000
2017
$’000
Customer relationships and contracts14,73710,641
Other2,3471,577
17,08412,218
RECOGNITION AND MEASUREMENT
Finite life intangible assets are recorded at cost less accumulated amortisation. Amortisation is charged on a
straight-line basis over their estimated useful life.
JUDGEMENT: USEFUL LIVES OF FINITE LIFE INTANGIBLE ASSETS
In determining the estimated useful life of finite life intangible assets (of a period of between 1 to 12 years)
the following characteristics have been assessed: (i) expected expansion of the usage of the assets, (ii) the typical
product life cycle of these assets, (iii) the stability of the industry in which the assets are operating, and (iv) the level
of maintenance expenditure required. The estimated useful life and amortisation period is reviewed at the end of
each annual reporting period.
EBOS Group Annual Report 2018
51
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
B1. GOODWILL AND INTANGIBLES continued
(e) Goodwill and intangibles accounting policies
ACCOUNTING POLICIES
At each balance sheet date, EBOS reviews the carrying amounts of its non-current assets to determine
whether there is any indication that those assets have suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Where the asset does not generate cash flows that are independent from other assets, EBOS estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
If the recoverable amount of an asset (cash-generating unit) is estimated to be less than its carrying amount,
the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is
recognised as an expense immediately.
Where an impairment loss subsequently reverses, other than for goodwill, the carrying amount of the asset
(cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that
the increased carrying amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss
is recognised as income immediately. Impairment losses cannot be reversed for goodwill.
B2. ACQUISITION INFORMATION
The following material acquisitions of subsidiaries took place during the year.
Name of business acquiredPrincipal activities
Date of
acquisition
2018:
100% of the business assets of Gran’s Remedies LimitedHealthcareMarch 2018
100% of the business assets of Ventura Health Pty LimitedHealthcareApril 2018
100% of the business assets of Beagle Pharmacy Group Pty LimitedHealthcareJune 2018
100% of the business assets of BFCMC Pty LimitedHealthcareJune 2018
Stronger together
52
B2. ACQUISITION INFORMATION continued
Combined details of acquisitions undertaken during the current year are as follows:
Carrying value
$’000
Fair value
adjustment
$’000
Fair value on
acquisition
$’000
Current assets
Cash and cash equivalents896-896
Trade and other receivables1,888(4 84)
2
1,404
Prepayments91-91
Inventories1,468(250)
3
1,218
Non-current assets
Property, plant and equipment675(144)
4
531
Deferred tax assets183228
5
411
Indefinite life intangibles2,8981,352
1
4,250
Finite life intangibles274(274)
6
-
Current liabilities
Trade and other payables(903)(334)
7
(1,237)
Current tax payable(23)-(23)
Employee benefits(346)-(346)
Non-current liabilities
Deferred tax liabilities-(1,190)
5
(1,190)
Employee benefits(42)-(42)
Net assets acquired7,059(1,096)5,963
EBOS Group Annual Report 2018
53
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Carrying value
$’000
Fair value
adjustment
$’000
Fair value on
acquisition
$’000
Goodwill on acquisition16,062
Total consideration22,025
Less cash and cash equivalents acquired(896)
Deferred purchase consideration(813)
Net cash outflow from acquisition20,316
JUDGEMENTS MADE:
1.
To recognise the fair value of a brand as a result of a valuation performed at acquisition. The brand was valued
using the relief from royalty method. Key assumptions used in the valuation of the brand were: royalty rate of (11.8%),
annual revenue growth rate (5.0%), pre-tax discount rate (21.4%) and terminal growth rate of (2.5%).
2.
To recognise the fair value of trade and other receivables on acquisition.
3.
To recognise the fair value of inventory on acquisition.
4.
To recognise the fair value of property, plant and equipment on acquisition.
5.
To recognise additional deferred tax asset and liability balances on acquisition.
6.
To recognise the fair value of finite life intangibles on acquisition.
7.
To recognise the fair value of trade and other payables on acquisition.
RECOGNITION AND MEASUREMENT
Acquisition of subsidiaries and businesses are accounted for using the acquisition method.
The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given,
liabilities incurred or assumed, and equity instruments issued by EBOS in exchange for control of the acquiree.
Acquisition-related costs are recognised in profit or loss as incurred.
Where applicable, the cost of acquisition includes any asset or liability resulting from a contingent consideration
arrangement, measured at its acquisition date fair value. Subsequent changes in such fair values are adjusted
against the cost of acquisition where they qualify as measurement period adjustments. All other subsequent
changes in the fair value of contingent consideration classified as an asset or liability are accounted for in
accordance with relevant NZ IFRSs. Changes in the fair value of contingent consideration classified as equity are
not recognised.
Goodwill arising on acquisition
Goodwill arose on the acquisition of business operations because the costs of acquisition included control premiums paid.
In addition, goodwill resulted from the consideration paid for the benefit of future expected cash flows above the current fair
value of the assets acquired and due to the expected synergies and future market benefits expected to be obtained.
These benefits are not recognised separately from goodwill as the expected future economic benefits arising cannot be
reliably measured and they do not meet the definition of identifiable intangible assets.
The businesses were acquired because they are profitable healthcare businesses which the Group believes fit strategically
with its existing Australasian healthcare business assets.
B2. ACQUISITION INFORMATION continued
Stronger together
54
B2. ACQUISITION INFORMATION continued
Impact of the acquisitions on the results of the Group
The acquired businesses contributed profit of $1.5m to the Group profit for the year. Group revenue for the year includes
$6.0m in respect of the businesses acquired. Had the acquisitions been effective at 1 July 2017, the revenue of the Group from
continuing operations would have been $7.630b and the profit for the period from continuing operations would have been
$152.960m.
KEY JUDGEMENT: FAIR VALUE ADJUSTMENT
2017:
The Group acquired a 100% equity interest in Alchemy Holdings Pty Ltd in June 2017 for $162.8m. Due to the timing of
the acquisition, the acquisition accounting fair value adjustments were identified as being on a provisional basis in
the Group’s 30 June 2017 financial statements.
During the current period, the acquisition accounting adjustments have been updated to reflect independent
valuations performed on the net assets recognised as part of the acquisition. As a result, the following
adjustments have been recognised in the current period: the recognition of a brand indefinite life intangible asset
($9.5m), a decrease in finite life intangible assets ($4.8m to $8.8m) and an increase in deferred tax liabilities
($1.5m to $5.8m). Consequently the goodwill recognised on the acquisition has decreased by $3.2m to $127.0m.
Prior year balances also include the acquisition of Terry White Group.
Impact on the Consolidated Cash Flow Statement of all acquisitions and fair value adjustments during the year:
2018
$’000
2017
$’000
Subsidiaries acquired
Consideration
Cash and cash equivalents23,712188,767
Disposal of associate-3,710
Non-controlling interest-20,936
Deferred purchase consideration(1,687)(9,769)
Total consideration22,025203,644
Represented by
Net assets acquired9,20532,537
Goodwill on acquisition12,820171,107
Total consideration22,025203,644
Net cash outflow on acquisition
Cash and cash equivalents consideration23,712188,767
Less cash and cash equivalents acquired(896)(5,539)
Net cash consideration paid22,816183,228
EBOS Group Annual Report 2018
55
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
C1. TRADE AND OTHER RECEIVABLES
2018
$’000
2017
$’000
Trade receivables (i)991,1821,035,971
Other receivables26,91526,746
Allowance for impairment(19,337)(20,868)
998,7601,041,849
RECOGNITION AND MEASUREMENT
Trade and other receivables are measured on initial recognition at fair value, and are subsequently carried at
amortised cost. Allowances are made for estimated unrecoverable amounts (provision for doubtful debts), and
these are recognised in the Consolidated Income Statement. The provision for doubtful debts is measured as the
difference between the trade receivables carrying amount and expected present value of future cash flows, which
has considered customer credit history and historical recovery performance and trends.
(i) Trade receivables are non-interest bearing with credit accounts provided to customers on monthly terms. Interest may be
charged on outstanding overdue balances in accordance with the terms and conditions under which goods are supplied.
(ii) Ageing of impaired trade and other receivables
2018
$’000
2017
$’000
Current5,0382,894
30 - 60 days1,2051,075
60 - 90 days734835
90 days+13,57215,169
20,54919,973
SECTION OVERVIEW
This section provides further analysis on the significant operating assets and liabilities of EBOS. These balances
comprise the material net working capital balances used by EBOS to run its day to day operating activities.
Section C: Operating assets and liabilities used by EBOS
Stronger together
56
C1. TRADE AND OTHER RECEIVABLES continued
(iii) Ageing of past due but not impaired trade and other receivables
Included in the trade and other receivables balance are debtors with a carrying amount of $68.437m (2017: $71.610m)
which are past due at the reporting date for which EBOS has not provided any impairment as the amounts are still
considered recoverable.
2018
$’000
2017
$’000
30 - 60 days56,00055,396
60 - 90 days8,3569,608
90 days+4,0816,606
68,43771,610
C2. INVENTORIES
2018
$’000
2017
$’000
Raw materials – at cost7821,860
Finished goods – at cost582,095570,141
582,877572,001
RECOGNITION AND MEASUREMENT
Inventories consist of raw materials (for the manufacturing operations of EBOS) and finished goods. Inventories are
recognised at the lower of cost, determined on a weighted average basis, and net realisable value. Cost comprises
direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing
the inventories to their present location and condition. Net realisable value represents the estimated selling price in
the ordinary course of business, less all estimated costs of completion and costs to be incurred in marketing, selling
and distribution.
EBOS Group Annual Report 2018
57
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
C3. TRADE AND OTHER PAYABLES
2018
$’000
2017
$’000
Current
Trade payables1,174,4531,229,981
Other payables97,66194,397
Deferred purchase consideration2,5103,379
1,274,6241,327,757
Non-current
Other payables14,60713,837
14,60713,837
RECOGNITION AND MEASUREMENT
Trade and other payables are initially measured at fair value and subsequently measured at amortised cost
using the effective interest method.
D1. PROPERTY, PLANT AND EQUIPMENT
Freehold
land
$’000
Buildings
$’000
Leasehold
improvements
$’000
Plant and
equipment
$’000
Office equipment,
furniture and fittings
$’000
To t al
$’000
Cost34,83417,4 8120,62061,94224,804159,681
Accumulated depreciation-(5,468)(5,953)(19,454)(12,930)(43,805)
Balance at 30 June 201734,83412,01314,66742,48811, 874115,876
Cost36,01018,51423,05568,06323,928169,570
Accumulated depreciation-(6,025)(7,992)(25,334)(8,033)(47,384)
Balance at 30 June 201836,01012,48915,06342,72915,895122,186
SECTION OVERVIEW
This section explains what capital assets, such as property, plant and equipment that EBOS uses to operate its
business activities. This section also describes the material movements in capital assets during the year.
Section D: Capital assets used by EBOS to operate our business
Stronger together
58
Reconciliation of the carrying amount from the beginning to the end of the year ($’000)
RECOGNITION AND MEASUREMENT
Property, plant and equipment is initially recorded at cost. Cost includes the original purchase consideration and
those costs directly attributable to bringing the item of property, plant and equipment to the location and condition
for its intended use. After recognition as an asset, property, plant and equipment is carried at cost less accumulated
depreciation and impairment losses.
Depreciation of property, plant and equipment assets, other than freehold land, is calculated on a straight-line basis.
This allocates the cost or fair value amount of an asset, less any residual value, over its estimated useful life.
JUDGEMENTS AND ESTIMATES – USEFUL LIVES
EBOS estimates the remaining useful life of assets as follows:
• Buildings: 20 to 50 years
• Leasehold improvements: 2 to 15 years
• Plant and equipment: 2 to 20 years
• Office equipment, furniture and fittings: 2 to 10 years
The residual value and useful lives are reviewed and if appropriate adjusted at each reporting date.
D2. CAPITAL WORK IN PROGRESS
2018
$’000
2017
$’000
Capital work in progress63,54022,923
63,54022,923
Capital work in progress relates to buildings under construction. The additional cost to complete the projects is estimated
at $13.055m (2017: $42.891m).
Opening NBV
$160,000
$140,000
$120,000
$100,000
$80,000
$60,000
$40,000
$20,000
-
Additions/
transfers
AcquisitionsDisposalsDepreciationForexClosing NBV
$19,814
($205)
($17,651)
$3,821
$531
$115,876
$122,186
D1. PROPERTY, PLANT AND EQUIPMENT continued
EBOS Group Annual Report 2018
59
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Capital management
EBOS manages its capital, meaning total shareholders’ funds and debt facilities, to provide appropriate returns to
shareholders whilst maintaining a capital structure that safeguards its ability to remain a going concern and optimises the
cost of capital.
RECOGNITION AND MEASUREMENT
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
E1. SHARE CAPITAL
Notes
2018
No.
000’s
2018
To t al
$’000
2017
No.
000’s
2017
To t al
$’000
Fully paid ordinary shares
Balance at beginning of financial year151,914888,513151,314888,513
Shares issued under the long-term executive
incentive scheme
- September 2017625---
- September 2016--600-
152,539888,513151,914888,513
2018
No.
000’s
2017
No.
000’s
Treasury stock
Opening stock600-
Shares scheme - shares issued625600
1,225600
SECTION OVERVIEW
This section explains how EBOS funds its operations and shows the sources of other available facilities that it
may call upon if required to fund its operational or future investing activities.
Section E: How we fund the business
H4
Stronger together
60
E2. DIVIDENDS
20182017
Cents
per share
To t al
$’000
Cents
per share
To t al
$’000
Recognised amounts
Fully paid ordinary shares:
Final - prior year33.050,33832.549,371
Interim - current year33.050,33830.045,574
Dividends per share 66.0100,67662.594,945
Unrecognised amounts
Final dividend35.554,15133.050,132
E3. BORROWINGS
2018
$’000
2017
$’000
Current
Bank loans - securitisation facility (i)160,293154,962
Bank loans (ii)-895
160,293155,857
Non-current
Bank loans (ii)473,988440,847
(i) EBOS, through a subsidiary company, has a trade debtor securitisation facility of $435.7m (2017: $447.0m) of which $275.4m
was unutilised at 30 June 2018 (2017: $292.0m). The securitisation facility involves providing security over the future cash
flows of specific trade receivables, which meet certain criteria, in return for cash finance on a contracted percentage of the
security provided. As recourse, in the event of default by a trade debtor, remains with EBOS, the trade receivables provided
as security and the funding provided are recognised on the EBOS Consolidated Balance Sheet.
At 30 June 2018, the value of trade receivables provided as security under this securitisation facility was $207.4m
(2017: $198.9m). The net cash flows associated with the securitisation programme are disclosed in the Consolidated
Cash Flow Statement as cash flows from financing activities.
SUBSEQUENT EVENT
A dividend of 35.5 cents per share was declared on 22 August 2018 with the dividend being payable on 12 October
2018. The anticipated cash impact of the dividend is approximately $54.2m (2017: $50.1m).
EBOS Group Annual Report 2018
61
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
E4. BORROWINGS FACILITY MATURITY PROFILE
As at 30 June 2018 EBOS had unrestricted access to the following lines of available credit:
Facility
Amount (NZD)
$ millionsMaturity
Term debt facilities$132.9m2-3 years
Term debt facilities$54.5m3-4 years
Term debt facilities$319.1m4-5 years
Working capital facilities$100.0m1-2 years
Securitisation facility$435.7m2-3 years
Less than
1 year
$’000
1-2 years
$’000
2-3 years
$’000
3-4 years
$’000
4-5 years
$’000
To t al
$’000
Bank loans
201822,77522,49227 7, 86464,434320,657708,222
2017 18,182 402,310 98,611 34,358 50,515 603,976
The following table shows the remaining contractual maturity for EBOS’ borrowings at balance date. The table includes both
interest and principal (undiscounted) cash flows, with total bank loans of $707.5m (2017: $604.0m):
E3. BORROWINGS continued
(ii) EBOS has bank term loans and working capital facilities of $606.5m (2017: $450.4m), of which $132.5m was unutilised at
30 June 2018 (2017: $8.7m).
EBOS is in full compliance with its debt facility financial covenants. Bank loans are secured over the assets of EBOS.
RECOGNITION AND MEASUREMENT
All loans and borrowings are initially recognised at cost, being the fair value of the consideration received plus
issue costs associated with the borrowing. After initial recognition, these loans and borrowings are subsequently
measured at amortised cost using the effective interest method which allocates the cost through the expected life
of the loan or borrowing. The fair value of non-current borrowings is approximately equal to their carrying amount.
Bank loans are classified as current liabilities unless EBOS has an unconditional right to defer settlement of the
liability for at least 12 months after the balance sheet date.
Stronger together
62
2018
$’000
2017
$’000
Bank overdraft facility, reviewed annually and payable at call:
Amount unused1,4684,290
1,4684,290
Bank loan facilities with various maturity dates through to May 2023
(2017: July 2021)
Amount used634,281596,704
Amount unused407,964300,704
1,042,245897,408
E4. BORROWINGS FACILITY MATURITY PROFILE continued
Financing activities
E5. OPERATING CASH FLOWS
Reconciliation of profit for the year with cash from operating activities:
For the financial year ended 30 June 2018
2018
$’000
2017
$’000
Profit for the year151,720132,846
Add/(less) non-cash items:
Depreciation17,65113,616
Loss on sale of property, plant and equipment16497
Amortisation of finite life intangible assets17,08412,218
Share of profit from associates(4, 501)(4,062)
Expense recognised in respect of share based payments840490
Deferred tax989(2,462)
32,07920,297
EBOS Group Annual Report 2018
63
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
ACCOUNTING POLICIES
Cash and cash equivalents comprise cash on hand and deposits readily convertible to cash and which are not
subject to a significant risk of change in value.
The Consolidated Cash Flow Statement is prepared exclusive of Goods and Services Tax (GST), which is consistent
with the method used in the Consolidated Income Statement.
• Operating activities include all transactions and other events that are not investing or financing activities.
• Investing activities are those activities relating to the acquisition and disposal of current and non-current
investments and any other non-current assets.
• Financing activities are those activities relating to changes in the equity and debt capital structure of the Group
and those activities relating to the cost of servicing EBOS’ equity capital.
For the financial year ended 30 June 2018
2018
$’000
2017
$’000
Movement in working capital:
Trade and other receivables43,089278,538
Prepayments(2,011)626
Inventories(10,876)6,512
Current tax refundable/payable(1,654)(4,079)
Trade and other payables(52,363)(282,943)
Employee benefits4,1216,436
Foreign currency translation of working capital balances9,200608
(10,494)5,698
Balances classified as investing activities1,801(2,466)
Working capital items acquired1,065(12,432)
Net cash inflow from operating activities176,171143,943
E5. OPERATING CASH FLOWS continued
Reconciliation of movement in debt facilities:
1 July 2017
$’000
Net drawings
$’000
Foreign currency
movement
$’000
30 June 2018
$’000
Bank loans596,70416,48321,094634,281
Finance leases175(75)7107
Stronger together
64
F1. SUBSIDIARIES
The following entities comprise the significant trading and holding companies of the Group:
Parent and head entity: EBOS Group Limited
Ownership Interests
and Voting Rights
Subsidiaries (all balance dates 30 June unless otherwise noted)
Country of
Incorporation20182017
Pet Care Holdings Australia Pty Limited
(formerly EBOS Healthcare [Australia] Pty Limited)Australia100%100%
EBOS Group Australia Pty Limited Australia100%100%
EBOS Health & Science Pty LimitedAustralia100%100%
PRNZ LimitedNew Zealand100%100%
Pharmacy Retailing NZ LimitedNew Zealand100%100%
Pet Care Distributors Pty Limited Australia100%100%
Masterpet Corporation LimitedNew Zealand100%100%
Masterpet Australia Pty LimitedAustralia100%100%
Botany Bay Imports and Exports Pty LimitedAustralia100%100%
Aristopet Pty Ltd Australia100%100%
EAHPL Pty LimitedAustralia100%100%
ZHHA Pty LtdAustralia100%100%
ZAP Services Pty LtdAustralia100%100%
Symbion Pty LtdAustralia100%100%
Intellipharm Pty LtdAustralia100%100%
Clinect Pty LtdAustralia100%100%
Lyppard Australia Pty LtdAustralia100%100%
DoseAid Pty LimitedAustralia100%100%
Symbion Trade Receivables Trust
(formerly Symbion Pharmacy Services Trade Receivables Trust)
1
Australia100%100%
Blackhawk Premium Pet Care Pty LimitedAustralia100%100%
Endeavour Consumer Health Limited New Zealand100%100%
SECTION OVERVIEW
This section provides information to assist in understanding the EBOS Group legal structure and how it affects the
financial position and performance of the Group. Details of businesses acquired are presented in Section B.
Section F: EBOS Group structure
EBOS Group Annual Report 2018
65
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
1
The balance date of all subsidiaries is 30 June aside from the Symbion Trade Receivables Trust which has a balance date of 31 December.
The results of the Symbion Trade Receivables Trust (‘the Trust’) have been included in the Group results for the year to 30 June 2018. The Trust
is consolidated as EBOS has the exposure, or rights, to variable returns from its involvement with the Trust and the Group considers that it has
existing rights that give it the current ability to direct the relevant activities of the Trust.
F1. SUBSIDIARIES continued
Nexus Australasia Pty LimitedAustralia100%100%
EBOS PH Pty LimitedAustralia100%100%
Terry White Group LimitedAustralia50%50%
Chemmart Holdings Pty LtdAustralia50%50%
TW&CM Pty LtdAustralia50%50%
TWC IP Pty LtdAustralia50%50%
PBA Wholesale Pty LtdAustralia50%50%
VIM Health Pty LtdAustralia50%50%
Old LL Pty LtdAustralia50%50%
PBA Finance Pty LtdAustralia50%50%
Chem Plus Pty LtdAustralia50%50%
Pharmacy Brands Australia Pty LtdAustralia50%50%
VIM Health IP Pty LtdAustralia50%50%
Tony Ferguson Weight Management Pty LtdAustralia50%50%
Lite Living Pty LtdAustralia50%50%
Alchemy Holdings Pty LimitedAustralia100%100%
Alchemy Sub-Holdings Pty LtdAustralia100%100%
HPS Holdings Group (Aust) Pty LtdAustralia100%100%
HPS Hospitals Pty LtdAustralia100%100%
HPS Corrections Pty LtdAustralia100%100%
HPS Services Pty LtdAustralia100%100%
Hospharm Pty LtdAustralia100%100%
HPS IVF Pty LtdAustralia100%100%
HPS Finance Pty LtdAustralia100%100%
HPS Brands Pty LtdAustralia100%100%
Natures Synergy Pty LtdAustralia100%100%
Ventura Health Pty LimitedAustralia100%-
You Save Management Pty LimitedAustralia100%-
Mega Save Management Pty LimitedAustralia100%-
Cincotta Holding Company Pty LimitedAustralia100%-
CC Pharmacy Investments Pty LimitedAustralia100%-
CC Pharmacy Promotions Pty LimitedAustralia100%-
CC Pharmacy Management Pty LimitedAustralia100%-
Stronger together
66
F2. INVESTMENT IN ASSOCIATES
Name of associate companyPrincipal activities
Date of
acquisition
Proportion
of shares
and voting
rights
acquired
Cost of
acquisition
$’000
Animates NZ Holdings LimitedAnimal Care suppliesDecember 201150% 18,150
Good Price Pharmacy Franchising Pty LimitedHealthcare suppliesOctober 201425.77%3,918
Good Price Pharmacy Management Pty LimitedHealthcare suppliesOctober 201425.77%3,918
The reporting date for Animates NZ Holdings Limited is 30 June. Animates NZ Holdings Limited is incorporated in New Zealand.
The reporting date for Good Price Pharmacy Franchising Pty Limited and Good Price Pharmacy Management Pty Limited is
30 June. They are incorporated in Australia.
Although the company holds 50% of the shares and voting power in Animates NZ Holdings Limited this entity is not deemed to be
a subsidiary as the other 50% is held by a single shareholder, therefore EBOS is unable to exercise control over this entity.
EBOS Group Annual Report 2018
67
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
F2. INVESTMENT IN ASSOCIATES continued
The summary financial information in respect of EBOS Group’s associates is set out below:
2018
$’000
2017
$’000
Statement of Financial Position
To t al a s s e t s74,14072,344
Total liabilities(37,976)(43,051)
Net assets36,16429,293
Group’s share of net assets17,16213,741
Income Statement
Total revenue130,879119,032
Total profit for the year10,7849,880
Group’s share of profits of associates4,5014,062
Movement in the carrying amount of the Group’s investment in associates:
Balance at the beginning of the financial year36,45536,778
Disposals-(3,710)
Share of profits of associates4,5014,062
Share of dividends (932)(913)
Net foreign currency exchange differences291238
Balance at the end of the financial year40,31536,455
Goodwill included in the carrying amount of the Group’s investment
in associates
21,593
21,398
The Group’s share of the contingent liabilities of associates--
The Group’s share of capital commitments of associates--
Stronger together
68
F2. INVESTMENT IN ASSOCIATES continued
RECOGNITION AND MEASUREMENT
An associate is an entity over which EBOS has significant influence and that is neither a subsidiary nor an interest in
a joint venture or joint operation. EBOS has significant influence when it has the power to participate in the financial
and operating policy decisions of the investee, but is not in control or joint control over those policies.
Investments in associates are incorporated in the EBOS Group financial statements using the equity method of
accounting. Under the equity method, investments in associates are carried in the Consolidated Balance Sheet
at cost and adjusted for post-acquisition changes in EBOS’ share of the net assets of the associate, less any
impairment in the value of individual investments and less any dividends. Losses of an associate in excess of EBOS’
interest in that associate are recognised only to the extent that EBOS has incurred legal or constructive obligations
or made payments on behalf of the associate.
Any excess of the cost of acquisition over EBOS’ share of the net fair value of the identifiable assets, liabilities and
contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is
included within the carrying amount of the investment and is assessed for impairment as part of that investment.
FOREIGN CURRENCY RISK
EBOS is exposed to foreign currency risk arising primarily from the procurement of goods denominated in foreign
currencies (US dollar, Australian dollar, Thai baht, Euro and British pound).
INTEREST RATE RISK
EBOS is exposed to interest rate risk as it borrows funds in both New Zealand dollars and Australian dollars at
floating interest rates.
SECTION OVERVIEW
This section describes the financial risks that EBOS has identified and how it manages these risks, to protect
its financial position and financial performance. Management of these risks includes the use of financial
instruments to hedge against unfavourable interest rate and foreign currency movements.
Section G: How we manage risk
G1. FINANCIAL RISK MANAGEMENT
The EBOS corporate treasury function provides services to the Group’s entities, co-ordinates access to financial markets,
and manages the financial risks relating to the operation of the Group.
EBOS does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
The use of financial derivatives is governed by Group policies approved by the Board of Directors, which provide written
principles on the use of financial derivatives. Compliance with policies and exposure limits is reviewed by the Board of
Directors on a regular basis.
Foreign exchange rate exposures are managed utilising forward foreign exchange contracts.
EBOS enters into forward foreign exchange contracts to manage the risk associated with anticipated future purchase
transactions denominated in foreign currencies in accordance with the Board approved treasury policy.
EBOS Group Annual Report 2018
69
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
G1. FINANCIAL RISK MANAGEMENT continued
The risk is assessed and managed by the use of interest rate swap contracts.
Under interest rate swap contracts, EBOS agrees to exchange the difference between fixed and floating rate interest amounts
calculated on agreed notional principal amounts. Such contracts enable EBOS to mitigate the risk of changing interest rates
on debt held.
Interest rate swap contracts are only entered into in accordance with the Group’s Board approved treasury policy.
LIQUIDITY RISK
EBOS is exposed to liquidity risk as it must invest in significant levels of working capital such as inventory and
accounts receivable which can impact liquidity unless they are converted to cash.
CREDIT RISK
EBOS is exposed to the risk of default in relation to receivables owing from its Healthcare and Animal Care
customers, hedging instruments and guarantees and deposits held with banks and other financial institutions.
EBOS manages liquidity risk by maintaining adequate reserves, banking facilities and reserve banking facilities by
continuously monitoring forecast and actual cash flows and matching maturity profiles of financial assets and liabilities.
Refer to note E4 for information on EBOS’ borrowings facility maturity profile.
EBOS has adopted a policy of only dealing with credit worthy counter parties as a means of mitigating the risk of financial loss
from defaults.
Trade receivables consist of a large number of customers, spread across diverse sectors and geographical areas.
Ongoing credit evaluation is performed on the financial condition of the trade receivables.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the
maximum exposure to EBOS of any credit risk.
EBOS does not have any significant credit risk exposure to any single counter party. The credit risk on liquid funds and
derivative financial instruments is limited because the counter parties are banks with high credit ratings assigned by
international credit rating agencies.
EBOS has not changed its overall strategy regarding the management of risk from 2017.
G2. FINANCIAL INSTRUMENTS
Derivatives
2018
$’000
2017
$’000
Other financial assets – derivatives (at fair value)
Forward foreign exchange contracts (i)1,40419
Interest rate swaps (i)19-
1,42319
Other financial liabilities – derivatives (at fair value)
Forward foreign exchange contracts (i)-428
Interest rate swaps (i)2,1572,567
2,1572,995
(i) Designated and effective as a cash flow hedging instrument carried at fair value.
Stronger together
70
G2. FINANCIAL INSTRUMENTS continued
EBOS has categorised these derivatives, both financial assets and financial liabilities, as Level 2 under the fair value hierarchy
contained within NZ IFRS 13. There were no transfers between fair value hierarchy levels during the current or prior periods.
The fair value of forward foreign exchange contracts is determined using a discounted cash flow valuation. Key inputs are
based upon observable forward exchange rates, at the measurement date, with the resulting value discounted back to
present values.
Interest rate swaps are valued using a discounted cash flow valuation. Key inputs for the valuation of interest rate swaps are
the estimated future cash flows based on observable yield curves at the end of the reporting period, discounted at a rate that
reflects the credit risk of the various counterparties.
2018
$’000
2017
$’000
Buy Australian dollars8,6255,566
Buy Euro8,9023,694
Buy British pounds3,3003,584
Buy Thai bhat5,2365,283
Buy USD28,64024,766
54,70342,893
2018
$’000
2017
$’000
Less than 1 year81,80653,122
1 to 3 years83,020107,140
3 to 5 years173,845127,433
Greater than 5 years-57,846
338,671345,541
Outstanding forward foreign currency contracts: nominal value
Outstanding interest rate swap contracts: nominal value
EBOS Group Annual Report 2018
71
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
RECOGNITION AND MEASUREMENT
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently remeasured to their fair value. The resulting gain or loss is recognised in profit or loss immediately
unless the derivative is designated and effective as a hedging instrument, in which event the timing of the
recognition in profit or loss depends on the nature of the hedge relationship. EBOS designates these derivatives as
cash flow hedges of highly probable forecast transactions.
The carrying amount of financial assets and financial liabilities recorded in the financial statements approximates
their fair values.
The fair values of financial assets and financial liabilities are determined as follows:
• the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active
liquid markets are determined with reference to quoted market prices;
• the fair value of other financial assets and financial liabilities are determined in accordance with generally
accepted pricing models based on discounted cash flow analysis; and
• the fair value of derivative instruments are calculated using quoted prices. Where such prices are not available use
is made of discounted cash flow analysis using the applicable yield curve for the duration of the instruments.
CASH FLOW HEDGES
Changes in fair value of hedges that are designated and qualify as cash flow hedges and are considered effective
for accounting purposes are recognised in the cash flow hedge reserve (in equity) and in other comprehensive
income. The gain or loss relating to any ineffective element is recognised immediately in the income statement.
Amounts accumulated in other comprehensive income are recycled in the income statement in the periods when
the forecast transactions (hedged item) take place.
However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a
non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in
the initial measurement of the cost of the asset or liability.
Hedge accounting is discontinued when EBOS either revokes the hedging relationship or the hedging instrument
expires or is terminated, exercised or no longer qualifies for hedge accounting. Amounts deferred in equity are
recycled in profit or loss in the periods when the hedged item is recognised in profit or loss.
When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was deferred in equity is
recognised immediately in profit or loss.
G2. FINANCIAL INSTRUMENTS continued
Stronger together
72
SECTION OVERVIEW
This section includes the remaining information relating to EBOS that is required to be presented so as to
comply with its financial reporting requirements.
Section H: Other disclosures
H1. CONTINGENT LIABILITIES
2018
$’000
2017
$’000
Contingent liabilities
Guarantees given to third parties16,2229,640
16,2229,640
H2. COMMITMENTS FOR EXPENDITURE
2018
$’000
2017
$’000
Capital expenditure commitments:
Plant10,07827,697
Software development1,466628
11,54428,325
Operating expenditure commitments:
Non-cancellable operating lease payments:
Less than one year35,83132,024
More than one year and less than five years106,26481,043
More than five years63,95842,295
206,053155,362
Guarantees principally comprise property lease guarantees on behalf of landlords of EBOS.
Lease arrangements
Operating leases relate to certain land, buildings, plant and equipment, with lease terms of between one to twelve years with
options to extend for a further one to nineteen years. Operating lease contracts contain market review clauses in the event
that EBOS exercises its option to renew. EBOS does not have an option to purchase the leased asset at the expiry of the lease
period.
H3. SUBSEQUENT EVENTS
SUBSEQUENT EVENT
Subsequent to year end the Board has approved a final dividend to shareholders. For further details please refer
to note E2.
EBOS Group Annual Report 2018
73
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
H4. RELATED PARTY DISCLOSURES
Key management personnel compensation
2018
$’000
2017
$’000
Short-term employee benefits12,29210,564
12,29210,564
EBOS operates a long term incentive share plan whereby EBOS provides an interest free, non-recourse loan to participating
senior executives in order for those executives to purchase shares in the company. While the shares are issued and held in the
executive’s name the shares will not vest unless and until performance conditions are met. The executive cannot deal in the
shares unless and until those shares vest. All net dividends received in respect of the shares must be applied to the repayment
of the interest free loan.
A total of 625,000 (2017: 600,000) shares were issued during the year with an issue price of $17.35 (2017: $18.15).
The performance conditions in relation to these shares will be tested after the end of the performance period,
being 1 July 2017 to 30 June 2020 (FY17 tranche: 1 July 2016 to 30 June 2019).
H5. REMUNERATION OF AUDITORS
All non-audit services provided by EBOS Group’s auditor require pre-approval by the Audit and Risk Committee. Before any
non-audit services are approved, the Audit and Risk Committee must be satisfied that the provision of such services will not
have any influence on the independence of the auditors.
2018
$’000
2017
$’000
Auditor of the Group (Deloitte)
Audit of the financial statements606683
Audit related services for review of interim financial statements177164
Due diligence-25
Information technology services-162
Advisory services789
8611,043
Other Auditors (Ernst & Young)
Audit of subsidary financial statements203147
Audit related services for review of interim financial statements5437
Advisory services-47
257231
Stronger together
74
H6. CHANGES IN FINANCIAL REPORTING STANDARDS
No new accounting standards or interpretations have been adopted during the year which have had a material impact on
these financial statements. The following new standards have been approved but are not yet effective which may have a
future impact on the Group financial statements:
NZ IFRS 16
Leases
NZ IFRS 16 will supersede the current lease guidance including NZ IAS 17 Leases and the related interpretations when it
becomes effective for EBOS in the 2020 financial year.
NZ IFRS 16 distinguishes leases and service contracts on the basis of whether an identified asset is controlled by a customer.
Distinctions of operating leases (off balance sheet) and finance leases (on balance sheet) are removed for lessee accounting,
and are replaced by a model where a right-of-use asset and a corresponding liability have to be recognised for all leases by
lessees (i.e., all on balance sheet) except for short-term leases and leases of low value assets.
The right-of-use asset is initially measured at cost and subsequently measured at cost (subject to certain exceptions) less
accumulated depreciation and impairment losses, adjusted for any remeasurement of the lease liability. The lease liability is
initially measured at the present value of the lease payments that are not paid at that date. Subsequently, the lease liability is
adjusted for interest and lease payments, as well as the impact of lease modifications.
Furthermore, the classification of cash flows will also be affected as operating lease payments under NZ IAS 17 are presented
as operating cash flows; whereas under the NZ IFRS 16 model, the lease payments will be split into a principal and an interest
portion which will be presented as financing and operating cash flows respectively. As a result reported EBITDA will be higher
upon the adoption of IFRS 16.
The new requirement to recognise a right-of use asset and a related lease liability is expected to have a significant impact
on the amounts recognised in the Group’s consolidated financial statements and the directors are currently assessing its
potential impact. The Group has begun to assess the impact of the new standard and prepare for its implementation from
1 July 2019, however it is not considered practicable to provide a reasonable estimate of the financial effect at this time until
the directors complete their review.
NZ IFRS 9
Financial instruments
NZ IFRS 9 establishes the principles for hedge accounting, measurement, classifications and impairment of financial assets.
Under NZ IFRS 9, greater flexibility has been introduced to the types of transactions eligible for hedge accounting. In addition,
the effectiveness test has been overhauled and replaced with the principle of an ‘economic relationship’. Retrospective
testing assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity’s
risk management activities have also been introduced. In relation to the impairment of financial assets NZ IFRS 9 requires an
expected credit loss model to be applied, as opposed to an incurred credit loss model under NZ IAS 39. The expected credit
loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each
reporting date to reflect changes in counter party risk. This standard will be effective for EBOS in the 2019 financial year.
The Group has reviewed NZ IFRS 9 and has concluded that applying the standard is not expected to have a material impact
on the Group’s financial statements.
NZ IFRS 15
Revenue from Contracts
NZ IFRS 15 provides a single, comprehensive principles-based five-step model to be applied to all contracts with customers.
This standard will be effective for EBOS in the 2019 financial year. The five steps in the model are: identify the contract with
the customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction
price to the performance obligations in the contract; and, recognise revenue when (or as) the entity satisfies a performance
obligation. The Group has reviewed NZ IFRS 15 and has concluded that applying the standard will have an immaterial impact
on profit and will not materially impact revenue recognised in the Group’s financial statements.
EBOS Group Annual Report 2018
75
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Fully paid shares
Percentage of
paid capital
Sybos Holdings Pte Limited60,525,72139.68%
FMR LLC15,457,11510.13%
75,982,83649.81%
Substantial Product Holders
The following information is provided in compliance with section 293 of the Financial Markets Conduct Act 2013 and is stated
as at 30 June 2018. The total number of ordinary shares in EBOS as at that date was 152,539,304.
As at 16 July 2018
Twenty largest shareholdersFully paid shares
Percentage of
paid capital
Sybos Holdings Pte Limited60,525,72139.68%
HSBC Nominees (New Zealand) Limited – NZCSD HKBN909,396,8086.16%
JP Morgan Chase Bank NA NZ Branch-Segregated Clients Acct – NZCSD CHAM248,088,5315.30%
Citibank Nominees (New Zealand) Limited – NZCSD CNOM905,120,9613.36%
Forsyth Barr Custodians Limited 1-CUSTODY4,239,5682.78%
Whyte Adder No 3 Limited3,596,4252.36%
FNZ Custodians Limited3,173,9342.08%
HSBC Nominees (New Zealand) Limited A/C State Street – NZCSD HKBN453,087,2922.02%
Accident Compensation Corporation – NZCSD ACCI402,509,9091.65%
Custodial Services Limited A/C 32,119,9851.39%
JP Morgan Nominees Australia Limited1,800,7791.18%
Custodial Services Limited A/C 41,482,0480.97%
Citicorp Nominees Pty Limited 1,473,9790.97%
BNP Paribas Nominees (NZ) Limited – NZCSD COGN401,413,2410.93%
National Nominees New Zealand Limited – NZCSD NNLZ901,238,2670.81%
HSBC Nominees A/C New Zealand Superannuation Fund Nominees-NZCSD SUPR401,125,3140.74%
Custodial Services Limited A/C 2998,6850.65%
HSBC Custody Nominees (Australia) Limited919,7980.60%
BNP Paribas Nominees Pty Ltd Agency Lending DRP A/C903,9050.59%
Custodial Services Limited A/C 18838,4810.55%
114,053,63174.77%
Additional stock exchange information
Stronger together
76
Distribution of Shareholders and ShareholdingsHoldersFully paid shares
Percentage of
paid capital
Size of Holding
1 to 1,0002,6741,281,3580.84%
1,001 to 5,0002,8957,082,3924.64%
5,001 to 10,0007625,420,9123.55%
10,001 to 100,00057212,747,4038.36%
100,001 and over56126,007,23982.61%
To t al6,959152,539,304100.00%
Unmarketable Parcels as at 16 July 2018
As at 16 July 2018, there were 111 shareholders (with a total of 1,366 shares) holding less than a marketable parcel of shares,
based on the closing price of the Company’s shares on the ASX of A$18.90. The ASX Listing Rules define a marketable parcel
of shares as a parcel of shares of not less than A$500.
Waivers from the NZX and ASX Listing Rules
Waivers granted from the application of NZX and ASX Listing Rules are published on the Company’s website.
The terms of the Company’s admission to the ASX and on-going listing requires the following disclosures:
1. The Company is not subject to Chapters 6, 6A, 6B and 6C of the Australian Corporations Act dealing with the acquisition of
shares (including substantial holdings and takeovers).
2. Limitations on the acquisition of securities imposed under New Zealand law are as follows:
(a) In general, securities in the Company are freely transferable and the only significant restrictions or limitations in relation
to the acquisition of securities are those imposed by New Zealand laws relating to takeovers, overseas investment and
competition.
(b) The New Zealand Takeovers Code creates a general rule under which the acquisition of 20% or more of the voting rights
in the Company or the increase of an existing holding of 20% or more of the voting rights of the Company can only occur
in certain permitted ways. These include a full takeover offer in accordance with the Takeovers Code, a partial takeover
in accordance with the Takeovers Code, an acquisition approved by an ordinary resolution, an allotment approved by
an ordinary resolution, a creeping acquisition (in certain circumstances), or compulsory acquisition of a shareholder
holding 90% or more of the shares.
(c) The New Zealand Overseas Investment Act 2005 and Overseas Investment Regulations 2005 (New Zealand) regulate
certain investments in New Zealand by overseas interests. In general terms, the consent of the New Zealand Overseas
Investment Office is likely to be required where an ‘overseas person’ acquires shares in the Company that amount to
25% or more of the shares issued by the Company, or if the overseas person already holds 25% or more, the acquisition
increases that holding.
(d) The New Zealand Commerce Act 1986 is likely to prevent a person from acquiring shares in the Company if the
acquisition would have, or would be likely to have, the effect of substantially lessening competition in the market.
Voting Rights
Shareholders may vote at a meeting of shareholders either in person or by proxy, attorney, or representative. Where voting is
by show of hands or by voice every shareholder present in person or representative has one vote.
In a poll every shareholder present in person or by proxy, attorney or representative has one vote for each share.
Additional stock exchange information continued
EBOS Group Annual Report 2018
77
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
corporate
governance
ObjectiveProgress during 2017/18
Aim to increase the proportion of women on the Board
as vacancies arise, having regard to the circumstances
(including skill requirements) relating to the vacancies
No Board vacancies arose during the year ended
30 June 2018
Aim to increase the proportion of women in executive
and senior management roles as vacancies arise, having
regard to the circumstances (including skill requirements)
relating to the vacancies
During the year ended 30 June 2018, the number of
females that were Officers (being the CEO and his direct
reports) increased. As at 30 June 2018, 25% of Officers
were female (up from 9% in the previous financial year)
Continue to ensure that the remuneration of females
in salaried roles is objectively reviewed against the
remuneration of males in comparable roles in order to
eliminate inequity based on gender (with such review
taking into account relevant experience, qualifications
and performance)
A detailed gender pay equity analysis was undertaken,
comparing like-for-like roles held by males and females.
The conclusion from that analysis was that any variances
were based on tenure in the role or experience at the time of
appointment.
Continue to promote family friendly and flexible work
place practices including but not limited to parental
leave, flexible return to work arrangements, flexible work
arrangements and employee assistance programs
EBOS continued to promote these policies throughout
the year. It is recognised that such policies contribute to
retaining talent and reducing staff turnover
The Board and management of EBOS Group Limited are
committed to ensuring that the Company adheres to best
practice and governance principles and maintains high
ethical standards.
The Group’s Corporate Governance Statement can be
found at: https://ebosgroup.gcs-web.com/corporate-
governance. The Corporate Governance Statement refers to
a number of codes, policies and charters of the Group. These
documents (or a summary of them) can also be found at
https://ebosgroup.gcs-web.com/corporate-governance.
For the purposes of compliance with the New Zealand
Companies Act, NZX Listing Rules and NZX Corporate
Governance Code 2017, the following disclosures are
included in the Annual Report.
DIVERSITY
The Board adopted a Diversity Policy in July 2017, which is set
out as Appendix F of the Corporate Governance Code. Under
the policy, the Board is responsible for setting measurable
objectives for achieving diversity. Set out below is the Board’s
assessment of the objectives for the 2017/18 year:
GENDER REPRESENTATION
The Company’s gender representation as at 30 June 2018 was as follows:
BoardFemale %Female (no.)Male %Male (no.)
2016/17402603
2017/18402603
OfficerFemale %Female (no.)Male %Male (no.)
2016/1791919
2017/18252756
GroupFemale %Male %
2016/175743
2017/185545
Officer means the CEO and his direct reports
Stronger together
78
DIRECTOR INDEPENDENCE
The Board’s assessment of the independence of each
current director is set out below.
NameStatus*Appointment Date
Mark WallerIndependent1987
Elizabeth CouttsIndependentJuly 2003
Stuart McGregorNon-independentJuly 2013
Sarah OttreyIndependentSeptember 2006
Peter WilliamsNon-independentJuly 2013
*Independent means that the director is considered to be an Independent
Director as defined under the NZX Listing Rules.
CEO REMUNERATION
During the year ended 30 June 2018, the following persons
held the office of Chief Executive Officer:
• Mr Patrick Davies – until 31 March 2018; and
• Mr John Cullity – from 1 April 2018.
The following disclosures set out the remuneration
received by Mr Davies and Mr Cullity during the periods in
which they held the office of Chief Executive Officer.
In the year ended 30 June 2018 and during the period in
which he held the office of Chief Executive Officer:
• Mr Patrick Davies, received fixed remuneration, a short
term incentive payment and was provided a loan as part
of a long-term incentive;
• Mr John Cullity received fixed remuneration, as
described below.
1
The Group’s policy in relation to the remuneration of the
CEO (and other executives) is set out in its Remuneration
Policy. A copy of this policy can be found in the Group’s
Corporate Governance Code which is published on its
website: www.ebosgroup.com.
The remuneration described in this section relates to fixed
remuneration and short term incentives paid during the
year and long term incentive grants made during the year.
These amounts may differ from the amounts included
in Note H4 to the Financial Report and the table of
employee remuneration included on pages 85 and 86
which are reported according to accounting standards.
The accounting values of remuneration reported in
accordance with the accounting standards may not
always reflect what the person was actually paid whilst he
was CEO during the financial year, particularly due to the
valuation of share based payments and accrual of short
term incentives.
Fixed remuneration
In the financial year ended 30 June 2018 and during the
periods in which they respectively held the office of Chief
Executive Officer:
• Mr Davies received fixed remuneration of $1,981,110; and
• Mr Cullity received fixed remuneration of $313,194.
Short Term Incentive (STI) payment
An STI payment is a performance based payment and the
targets in relation to the STI payment are set by the Board.
The maximum amount that the Chief Executive Officer
may be entitled to as an STI payment is a fixed dollar
amount (in Australian dollars).
Mr Davies
In the financial year ended 30 June 2018, Mr Davies
received an STI payment of $893,246. This payment was
based on the financial performance of the Group for the
prior year (that is, the year ended 30 June 2017) (2017 STI).
With regard to the 2017 STI, a target was set by reference
to the Group’s 2017 Profit Before Tax results (Target).
The calculation of Mr Davies’ 2017 STI was based on the
following criteria:
• if the Group’s Profit Before Tax (PBT) results were less
than 80% of the Target, no STI was payable;
• if the Group’s PBT results were between 80% of the
Target and the Target, an STI between 35% and 75% of
Mr Davies’ maximum STI entitlement was payable;
• if the Group’s PBT results met certain stretch targets
above the Target, an STI between 75% to 100% of
Mr Davies’ maximum STI entitlement was payable.
Mr Davies received his maximum STI entitlement under
the 2017 STI.
Mr Cullity
Mr Cullity did not receive an STI payment during the period
in which he held the office of Chief Executive Officer.
2018 STI
In relation to the STI for the year ended 30 June 2018,
a similar structure for the STI was adopted and it is
anticipated that the payment of an STI amount to both
Mr Davies and Mr Cullity will be made during the 2019
financial year.
1
Mr Davies received his fixed remuneration and short term incentive payment in Australian dollars. Mr Cullity received his fixed remuneration in Australian
dollars. For the purposes of this disclosure the following exchange rate has been used to convert these amounts to NZ dollars: 0.9180:1 (AUD/NZD).
EBOS Group Annual Report 2018
79
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
Long Term Incentive (LTI) plan
EBOS operates a long term incentive share plan whereby
EBOS provides an interest free, non-recourse loan to
participating senior executives, including Messrs Davies
and Cullity, in order for those executives to purchase
shares in the company. While the shares are issued and
held in the executive’s name, the shares will not vest
unless and until performance conditions are met. The
executive cannot deal in the shares unless and until those
shares vest. All dividends received in respect of the shares
must be applied to the repayment of the loan.
In the financial year ended 30 June 2018, the Group
provided to Mr Davies a loan of $3,644,865 as part of an
LTI plan with a performance period from 1 July 2017 to
30 June 2020 (LTI 2017/20). A total of 210,000 shares were
issued to Mr Davies on 22 September 2017 with an issue
price of $17.3565 as part of LTI 2017/20.
Mr Cullity did not receive a long term incentive during
the period in which he held the office of Chief Executive
O f ficer.
The performance conditions for the LTI 2017/20 are:
• continuous employment with the Group during the
performance period (although noting that the Board has
retained discretion relating to this condition); and
• compound annual growth in the Company’s earnings per
share over the performance period must equal or exceed
a specific percentage target.
The performance conditions in relation to these shares will
be tested after the end of the performance period being
1 July 2017 to 30 June 2020.
Stronger together
80
directors’ interests
and disclosures
DISCLOSURE OF INTERESTS
In accordance with section 140(2) of the Companies Act
1993, the directors named below have made general
disclosure of interest, by a general notice disclosed to the
Board and entered in the Company’s interests register,
as follows:
E.M. Coutts: Chair of Urwin & Co Ltd, Oceania Healthcare
Ltd, Ports of Auckland Ltd and Skellerup Holdings Ltd,
Director of the Yellow Pages group of companies, and
Tennis Auckland Region Incorporated, Member, Marsh
New Zealand Advisory Board and President, Institute of
Directors Inc.
S.J. McGregor: Chairman of Donaco International Ltd
and director of Symbion Pty Ltd and other EBOS Group
subsidiaries.
S.C. Ottrey: Director of Whitestone Cheese Ltd, Sarah
Ottrey Marketing Ltd, Skyline Enterprises Limited and
Mount Cook Alpine Salmon Limited.
M.B. Waller: Director of EBOS Group Ltd and subsidiaries.
P.J. Williams: Executive of The Zuellig Group and director
of associated companies, a director of Pharma Industries
Ltd, CB Norwood Pty Ltd, Cambert and Green Cross
Health Limited.
INDEMNITY AND INSURANCE
In accordance with section 162 of the Companies Act 1993
and the constitution of the Company, the Company has
given indemnities to, and has effected insurance for, the
directors and executives of the Company and its related
companies which, except for some specific matters that
are expressly excluded, indemnify and insure directors
and executives against monetary losses as a result of
actions undertaken by them in the course of their duties.
Specifically excluded are certain matters, such as the
incurring of penalties and fines, which may be imposed
for breaches of law.
USE OF INFORMATION
There were no notices from directors of the Company
requesting to use Company information received in their
capacity as directors, which would not otherwise have
been available to them.
EBOS Group Annual Report 2018
81
Business Overview
Financials
Corporate Governance
Directors’ Interests
& Disclosures
Directory
SHARE DEALINGS BY DIRECTORS
The directors have disclosed to the Board under section 148(2) of the Companies Act 1993 particulars of acquisitions or
disposals of a relevant interest in the Company’s shares.
DIRECTORS’ SHAREHOLDINGS
Director
Ordinary Shares
Purchased/(Sold)
Consideration
Paid/(Received)
Date of
Transaction
E M Coutts1,704$29,734.8018 and 19 October 2017
Number of fully paid shares held as at30 June 201830 June 2017
E M Coutts - Indirect beneficial interest30,00028,296
S C Ottrey - Directly held together with another8,0798,079
- Indirect beneficial interest3,0503,050
M B Waller - Directly held together with others535,265535,265
- Direct non-beneficial interest/trustee of EBOS Staff Share Plan71,59271,592
BoardAudit & RiskRemuneration
Eligible
to AttendAttended
Eligible
to AttendAttended
Eligible
to AttendAttended
E M Coutts663333
S C Ottrey6633
S J McGregor6633
M B Waller663333
P J Williams66
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
DIRECTORS’ REMUNERATION AND OTHER BENEFITS
Directors’ remuneration and other benefits required to be disclosed pursuant to section 211(1) of the Companies Act 1993
for the year ended 30 June 2018 were as follows:
30 June 201830 June 2017
E M Coutts$161,750$125,500
S J McGregor $151,875$110,833
S C Ottrey$143,000$110,250
M B Waller$296,875$235,000
P J Williams$140,000$110,000
Stronger together
82
DISCLOSURES RELATING TO SUBSIDIARIES
SubsidiaryCurrent Directors
ACN 618 208 969 Pty Ltd #J Cullity
Alchemy Holdings Pty Ltd#J Cullity
Alchemy Sub-Holdings Pty Ltd#J Cullity
Aristopet Pty Ltd#J Cullity
S Duggan
M Waller
Beaphar Pty Ltd#J Cullity
S Duggan
M Waller
BFCMC Pty LtdA White
Premium Pet Care Pty Ltd#J Cullity
Botany Bay Imports Exports Pty Ltd#J Cullity
S Duggan
M Waller
CC Pharmacy Investments Pty LtdJ Cullity
CC Pharmacy Management Pty LtdJ Cullity
CC Pharmacy Promotions Pty LtdJ Cullity
Chem Plus Pty Ltd#R Higham
J McKellar
K Sclavos
T White
J Cullity
D Lewis^
Chemmart Holdings Pty Ltd#R Higham
J McKellar
K Sclavos
T White
J Cullity
D Lewis^
Cincotta Holding Company Pty Ltd#J Cullity
Clinect Pty Ltd#J Cullity
S McGregor
M Waller
Clinect NZ Pty Limited#J Cullity
M Waller
SubsidiaryCurrent Directors
Collaboration Medical Clinics Pty Ltd#R Higham
J McKellar
K Sclavos
T White
J Cullity
D Lewis^
Developing People Pty Ltd#R Higham
J McKellar
K Sclavos
T White
J Cullity
D Lewis^
DoseAid Pty Ltd#J Cullity
S McGregor
M Waller
EAHPL Pty Ltd#J Cullity
M Waller
EBOS Group Australia Pty Ltd#J Cullity
M Waller
EBOS Health & Science Pty Ltd#J Cullity
M Waller
EBOS PH Pty Ltd#J Cullity
Endeavour Consumer Health Limited#J Cullity
M Waller
Hospharm Pty Ltd#J Cullity
HPS Brands Pty Ltd#J Cullity
HPS Corrections Pty Ltd#J Cullity
HPS Finance Pty Ltd#J Cullity
HPS Holdings Group (Aust) Pty Ltd#J Cullity
HPS Hospitals Pty Ltd#J Cullity
HPS IVF Pty Ltd#J Cullity
HPS Services Pty Ltd#J Cullity
Intellipharm Pty Ltd#J Cullity
S McGregor
M Waller
EBOS Group Annual Report 2018
83
Business Overview
Financials
Corporate Governance
Directors’ Interests
& Disclosures
Directory
SubsidiaryCurrent Directors
Lite Living Pty Ltd#R Higham
J McKellar
K Sclavos
T White
J Cullity
D Lewis^
Lyppard Australia Pty Ltd#J Cullity
S McGregor
M Waller
Masterpet Australia Pty Limited#J Cullity
S Duggan
M Waller
Masterpet Corporation Limited#*J Cullity
S Duggan
M Waller
Masterpet Logistics Pty Ltd#J Cullity
S Duggan
M Waller
Mega Save Management Pty LtdJ Cullity
Nature’s Synergy Pty Ltd#J Cullity
Nexus Australasia Pty Limited#J Cullity
PBA Finance No. 1 Pty Ltd#R Higham
J McKellar
K Sclavos
T White
J Cullity
D Lewis^
PBA Finance No. 2 Pty Ltd#R Higham
J McKellar
K Sclavos
T White
J Cullity
D Lewis^
PBA Wholesale Pty Ltd#R Higham
J McKellar
K Sclavos
T White
J Cullity
D Lewis^
Pet Care Distributors Pty Ltd#J Cullity
M Waller
SubsidiaryCurrent Directors
Pet Care Holdings Australia Pty Ltd#J Cullity
M Waller
Pets International Pty Ltd#J Cullity
S Duggan
M Waller
Pharmacy Brands Australia Pty Ltd#A White
Pharmacy Retailing (NZ) Limited#J Cullity
M Waller
PRNZ Limited#J Cullity
M Waller
Richard Thomson Pty Limited#J Cullity
M Waller
Symbion Pty Ltd#J Cullity
S McGregor
M Waller
Terry White Group Limited#R Higham
J McKellar
K Sclavos
T White
J Cullity
D Lewis^
Tony Ferguson Weight Management
Pty Ltd#
R Higham
J McKellar
K Sclavos
T White
J Cullity
D Lewis^
TW&CM Pty Ltd#R Higham
J McKellar
K Sclavos
T White
J Cullity
D Lewis^
TWC IP Pty Ltd#R Higham
J McKellar
K Sclavos
T White
J Cullity
D Lewis^
Ventura Health Pty LtdJ Cullity
Stronger together
84
SubsidiaryCurrent Directors
VIM Health Pty Ltd#R Higham
J McKellar
K Sclavos
T White
J Cullity
D Lewis^
VIM Health IP Pty Ltd#R Higham
J McKellar
K Sclavos
T White
J Cullity
D Lewis^
Vitapet Corporation Pty Limited#J Cullity
S Duggan
M Waller
You Save Management Pty LtdJ Cullity
ZAP Services Pty Ltd#J Cullity
S McGregor
M Waller
ZHHA Pty Ltd#J Cullity
S McGregor
M Waller
# P Davies retired as a director of these entities during the year ended
30 June 2018. *Nature’s Recipe Pet Foods (NZ) Limited amalgamated with
Masterpet Corporation Limited on 31 May 2018. The directors of Nature’s
Recipe were M Waller and J Cullity. ^D Lewis is an alternate director for
J Cullity.
No employee of the Group appointed as a director of the
Company or its subsidiaries receives remuneration or other
benefits in their role as a director. The remuneration and other
benefits of such employees, received as employees, are included
in the relevant bandings for remuneration disclosed under the
employee remuneration range below.
EBOS Group Annual Report 2018
85
Business Overview
Financials
Corporate Governance
Directors’ Interests
& Disclosures
Directory
EMPLOYEE REMUNERATION
Grouped below, in accordance with Section 211 of the Companies Act 1993, are the number of employees or former employees
of the Company and its subsidiaries, including those based in Australia, who received remuneration and other benefits in their
capacity as employees totalling NZ$100,000 or more during the year.
Employee
Remuneration (NZ$)
30 June 2018
Number of Employees
100,000 – 110,000123
110,000 – 120,00081
120,000 – 130,00067
130,000 – 140,00066
140,000 – 150,00032
150,000 – 160,00029
160,000 – 170,00038
170,000 – 180,00023
180,000 – 190,00017
190,000 – 200,00016
200,000 – 210,00012
210,000 – 220,00011
220,000 – 230,00013
230,000 – 240,0005
240,000 – 250,0009
250,000 – 260,0003
260,000 – 270,0007
270,000 – 280,0003
280,000 – 290,0003
290,000 – 300,0002
310,000 – 320,0004
320,000 – 330,0004
330,000 – 340,0002
340,000 – 350,0002
350,000 – 360,0002
360,000 – 370,0001
370,000 – 380,0002
380,000 – 390,0003
400,000 – 410,0003
410,000 – 420,0001
430,000 – 440,0001
440,000 – 450,0001
460,000 – 470,0001
Stronger together
86
AUDITOR
The Company’s Auditor, Deloitte, will continue in office in accordance with the Companies Act 1993.
The directors are satisfied that the provision of non-audit services during the year by the auditor is compatible with the
general standard of independence for auditors imposed by the Companies Act 1993. Details of amounts paid or payable to
the auditor for non-audit services provided during the year by the auditor are outlined in note [H5] of the financial statements.
Employee Remuneration (NZ$)
30 June 2018
Number of Employees
490,000 – 500,0001
530,000 – 540,0001
560,000 – 570,0001
570,000 – 580,0001
660,000 – 670,0001
680,000 – 690,0001
730,000 – 740,0001
810,000 – 820,0001
840,000 – 850,0001
870,000 – 880,0001
990,000 – 1,000,0001
1,130,000 – 1,140,0001
1,150,000 – 1,160,0001
1,570,000 – 1,580,0001
3,160,000 – 3,170,0001
M B Waller
Chairman of Directors
E M Coutts
Director
EBOS Group Annual Report 2018
87
Business Overview
Financials
Corporate Governance
Directors’ Interests & Disclosures
Directory
directory
REGISTERED OFFICES
108 Wrights Road
PO Box 411
Christchurch 8024
New Zealand
Telephone +64 3 338 0999
Email: ebos@ebos.co.nz
Level 7, 737 Bourke Street
Docklands 3008
PO Box 7300
Melbourne 8004
Australia
Telephone +61 3 9918 5555
Email: ebos@ebosgroup.com
WEBSITE ADDRESS
www.ebosgroup.com
DIRECTORS
Mark Waller
Chairman
Elizabeth Coutts
Independent Director
Stuart McGregor
Sarah Ottrey
Independent Director
Peter Williams
SENIOR EXECUTIVES
John Cullity
Chief Executive Officer
Brett Barons
CEO Symbion
Andrea Bell
Chief Information Officer
Janelle Cain
General Counsel
Sean Duggan
CEO Animal Care and
Consumer Brands
Tim Goldenberg
Chief Human Resources Officer
Shaun Hughes
Chief Financial Officer
David Lewis
EGM Strategy
AUDITOR
Deloitte Limited
Christchurch
SECURITIES EXCHANGE
EBOS Group Limited shares are
quoted on the New Zealand Securities
Exchange and the Australian Securities
Exchange (NZX/ASX code: EBO).
SHARE REGISTER
Computershare Investor Services Ltd
Private Bag 92119
Auckland 1142
New Zealand
Telephone: +64 9 488 8777
Computershare Investor Services
Pty Ltd
GPO Box 3329
Melbourne, Victoria 3001
Australia
Telephone: 1800 501 366
MANAGING YOUR
SHAREHOLDING ONLINE:
To change your address, update your
payment instructions and to view
your Investment portfolio, including
transactions, please visit:
www.computershare.com/
investorcentre
General enquiries can be directed to:
• enquiry@computershare.co.nz
• Private Bag 92119, Auckland 1142, New
Zealand or GPO Box 3329, Melbourne,
Victoria 3001, Australia
• Telephone (NZ) +64 9 488 8777 or
(Aust) 1800 501 366
• Facsimile (NZ) +64 9 488 8787 or
(Aust) +61 3 9473 2500
Please assist our registrar by quoting
your CSN or shareholder number.
NOTICE OF ANNUAL MEETING
The Annual Meeting of EBOS Group
Limited will be held on Tuesday,
16 October 2018 at 2.00pm, at
Addington Raceway & Events Centre,
75 Jack Hinton Drive, Addington,
Christchurch, New Zealand.
88
Stronger together
www.ebosgroup.com
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.