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2018 Annual Report

Full Year Results22 August 2018EBOHealthcare

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

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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.

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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.

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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

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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

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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.

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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%

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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)

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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)

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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

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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.

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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.

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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

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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.

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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.

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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

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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.

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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

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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

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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%-

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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.

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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--

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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
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Business Overview

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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.

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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
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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

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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
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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

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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
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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

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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

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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
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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.

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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.

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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

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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

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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.