EBOS Group Limited/Announcement
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Half Year Results

Half Year Results19 February 2019EBOHealthcare

1
All amounts included are denoted in Australian dollars unless otherwise stated.

² Underlying results are non-GAAP measures that EBOS believes are appropriate to understanding its business and financial

performance and exclude one-off items. Refer to Appendix 1 for more detail of these items.




20 February 2019


MARKET RELEASE

NZX/ASX Code: EBO


EBOS reports solid first half growth in Underlying earnings


First half Highlights


 Underlying EBITDA A$131.4 million (up 4.0%)

 Underlying NPAT A$72.7 million (up 4.0%)

 Underlying Earnings per Share growth of A47.8 cents (up 4.0%)

 Interim dividend declared of NZ34.5 cents per share (up 4.5%)

 Signed contract with Chemist Warehouse Group (CWG) for the exclusive wholesale distribution of

pharmaceutical products to more than 450 Chemist Warehouse and My Chemist stores in Australia

from 1 July 2019.

 Opened our new world-class, highly automated pharmaceutical Distribution Centre in Brisbane

and commenced operations at our new Contract Logistics facility in Sydney.

 Completed several strategic acquisitions during the period for a total investment of $92.5 million

including:

o The acquisition of all minority shares in Terry White Group (TWG).

o The acquisition of Warner & Webster, a medical & surgical supplies wholesaler servicing

Victoria and South Australia.

o The acquisition of Therapon, a Victorian based Veterinary distribution business.

o The acquisition of Quitnits, a leading, trusted head lice products business in Australia.


Group Financial Summary


Australian Dollars¹ Statutory Results

Underlying Results²


Total Revenue


$ 3.5b $ 3.5b, down 2.7%

EBITDA


$122.6m $131.4m, up 4.0%

EBIT


$107.3m $116.1m, up 5.1%

Net Profit after Tax (NPAT)


$67.0m $72.7m, up 4.0%

Earnings per Share (EPS)


44.1 cents 47.8 cents, up 4.0%







2


EBOS Group Limited (EBOS) today announced solid growth in underlying earnings for the first half of

FY19.


Chief Executive Officer, John Cullity said that the Animal Care segment had proven to be the Group’s

lead performer during the half.


“Our Animal Care segment had another strong trading period which reflects the strength of our key

brands Black Hawk and Vitapet.


“Black Hawk recorded double digit revenue growth in both Australia and New Zealand and is now well

established as one of the region’s leading premium pet food brands.


“Our Healthcare business also performed well notwithstanding the softer trading performance in our

Australian pharmacy wholesale business due to the combined impact of PBS reforms and general

market dynamics.


“These dynamics make our investment in the new Brisbane facility all the more important. This

investment will lead to further gains in productivity and position the business to benefit from the extra

volumes generated by the CWG contract, which will materially add to earnings from FY20.


“The half was also highlighted by several strategic acquisitions as we continue to build our Healthcare

and Animal Care businesses. The total value of first half investments was $92.5 million and included a

move to 100% ownership of Terry White Group (TWG) along with another three small-to-medium

sized bolt on acquisitions”, Mr Cullity said.


Segment Overview


Healthcare


Healthcare

A$

31 December

2018

Growth


Total Revenue




$3.3 billion



-3.0%

Underlying EBITDA¹


$112.7 million +3.0%

¹ Refer to Appendix 1 for details of one-off items incurred


The Healthcare segment generated a 3.0% increase in Underlying EBITDA for the period, underpinned

by solid growth from both our Australian and New Zealand business units.


In Australia, Healthcare revenue declined by $161m (-5.9%), however excluding the impact of the

reduction in hepatitis C sales and the impact of PBS price reforms, revenue growth was +3.8%.

Underlying EBITDA increased 3.0% driven by the performance of our Institutional Healthcare, Retail

Pharmacy and Contract Logistics businesses.


New Zealand Healthcare operations delivered a solid performance over the period with revenue

increasing 8.4% and underlying EBITDA increasing 2.9% with revenue growth across all NZ business

units. This was partially offset by higher labour and freight cost inflation which impacted earnings.


Revenue growth in Community Pharmacy excluding the impact of lower Hepatitis C sales and PBS

reforms was +1.8%.




3



Commenting on the regulatory environment; Mr Cullity said “We are pleased with the Australian

Government’s recent decision to maintain the Community Service Obligations (CSO) strict service

standards and reporting obligations as these were essential in providing the community with access to

medicines in accordance with the National Medicines Policy. Importantly, the updated CSO Deeds

prevent distributors from undertaking new exclusive-direct distribution arrangements and participating

in the CSO.


“However, falling medicine prices, rising operational costs across the industry and a failure to fully

resolve the issue of equal access for the distribution of PBS medicines have had an impact on our

performance”.


EBOS, together with other members of the National Pharmaceutical Services Association (NPSA),

continues to actively engage with the Federal Government and Minister for Health with respect to

addressing these matters.


EBOS maintained its position in both the Australian and New Zealand Institutional Healthcare markets,

delivering further earnings growth. The Group’s recent acquisition of Warner & Webster further

improves our position in the medical consumables market.


The Group’s Consumer Products division recorded revenue growth of 9.6%, principally driven by Red

Seal’s continued strong performance in both domestic and international markets, and sales from our

recently acquired Gran’s Remedy brand. We continued our portfolio expansion with the recent

acquisition of Quitnits, a leading and trusted head lice brand principally sold into the Australian

grocery market.


Animal Care


Animal Care

A$

31 December

2018

Growth




Total Revenue




$192.3 million



+1.4%

EBITDA


$24.3 million +9.6%


The Animal Care segment recorded very strong EBITDA growth of 9.6% for the period as the business

continues to benefit from the excellent performance of our branded products. First-half Black Hawk

sales increased 23% with strong growth achieved across both Australia and New Zealand. Black Hawk

remains one of Australia and New Zealand’s fastest growing premium pet food brands with a leading

market position in the pet specialty retail channel.


Total Animal Care revenue growth of 1.4% was impacted by a decline in our Lyppard wholesale

business as a result of one manufacturer’s decision to bypass the wholesale channel. Lyppard

strengthened its market position during the period with the acquisition of Therapon, a Victorian based

veterinary wholesale business.







4



One off Costs


The Group’s statutory results were negatively impacted by $8.8 million relating to costs associated with

M&A, rationalising warehousing facilities and employee redundancy costs, partially offset by the gain

on sale of surplus property.


Operating Cash Flow, Net Debt and Return on Capital Employed


First half operating cash flow before capital expenditure was solid at $40.3 million. The first half cash

performance reflects the seasonality of the Group’s investment in net working capital at 31 December

and a further reduction in the cash benefit of the Group’s hepatitis C business.


Capital expenditure for the period was $16.9 million and primarily comprised final payments on the

new distribution facility in Brisbane.


During the period, the Group outlaid $92.5 million on the acquisitions of TWG, Warner & Webster,

Therapon and Quitnits. As a result of these investments the Group’s Net Debt/EBITDA ratio at 31

December 2018 increased to 2.16x.


Return on Capital Employed (ROCE) of 16.1% declined marginally from June 2018 (-0.2%) due to the

higher investment in net working capital.


Interim Dividend


The Directors are pleased to announce an interim dividend of NZ34.5 cents per share. This represents

an increase of 4.5% on the prior corresponding period.


The Directors are also pleased to announce that the Dividend Reinvestment Plan (DRP) will be

reinstated for the upcoming interim dividend. Shareholders can elect to take shares in lieu of a

dividend at a discount of 2.5% to the volume weighted average price (VWAP).


The record date for the dividend will be 15 March 2019 and the dividend will be paid on 5 April 2019.

The interim dividend will again be imputed to 25% for New Zealand tax resident shareholders and will

be fully franked for Australian tax resident shareholders.


Outlook


EBOS Group has recorded a positive start for the first half of the financial year, with strong growth in

Animal care and subdued growth in Healthcare attributable to the general market environment and

the impact of PBS reforms.


On the basis of our current trading performance, we expect the Group to generate full year underlying

earnings growth in FY19 with further growth forecast into FY20 as we commence servicing the Chemist

Warehouse contract volumes.









5




For further information, please contact:


Media: Investor Relations:

New Zealand Mark Connell

Geoff Senescall, Senescall Akers Investor Relations Manager, EBOS Group Ltd

+64 21 481 234 +61 402 995 519



Australia:

James Aanensen

PRX

+61 410 518 590


Financial Results Presentation webcast link:

https://edge.media-server.com/m6/p/k9zcd52j



About EBOS Group

EBOS Group Limited NZBN 9429031998840 (NZX/ASX Code: EBO) is the largest and most diversified

Australasian marketer, wholesaler and distributor of healthcare, medical and pharmaceutical products.

It is also a leading Australasian animal care brand owner, product marketer and distributor.




6


Appendix 1 – Reconciliation of Statutory and Underlying results
























A$m

EBITDANPATEBITDANPAT

Statutory result

122.667.0126.369.9

Deduct

Profit on sale of surplus property(2.9)(2.4)- -

Add back

Transition costs for major new warehouses

and Restructuring costs6.94.7- -

Transaction costs incurred on M&A4.93.3- -

Net of One-off items8.85.6- -

Underlying result

1

131.472.7126.369.9

H1 FY18H1 FY19

---

INVESTOR
PRESENTATION

INTERIM FINANCIAL RESULTS

Half Year ended 31 December 2018

20 February 2019

2
DISCLAIMER

The information in this presentation was prepared by EBOS Group Ltd with due care and attention. However, the information is supplied

in summary form and is therefore not necessarily complete, and no representation is made as to the accuracy, completeness or

reliability of the information. In addition, neither the EBOS Group nor any of its subsidiaries, directors, employees, shareholders nor any

other person shall have liability whatsoever to any person for any loss (including, without limitation, arising from any fault or negligence)

arising from this presentation or any information supplied in connection with it.

This presentation may contain forward-looking statements and projections. These reflect EBOS’ current expectations, based on what it

thinks are reasonable assumptions. EBOS gives no warranty or representation as to its future financial performance or any future matter.

Except as required by law or NZX or ASX listing rules, EBOS is not obliged to update this presentation after its release, even if things

change materially. This presentation does not constitute financial advice. Further, this presentation is not and should not be construed as

an offer to sell or a solicitation of an offer to buy EBOS Group securities and may not be relied upon in connection with any purchase of

EBOS Group securities.

This presentation contains a number of non-GAAP financial measures, including Gross Profit, Gross Operating Revenue, EBIT, EBITA,

EBITDA, Underlying EBITDA, NPAT, Underlying NPAT, Underlying Earnings per Share, Free Cash Flow, Interest cover, Net Debt and Return

on Capital Employed. Because they are not defined by GAAP or IFRS, EBOS’ calculation of these measures may differ from similarly titled

measures presented by other companies and they should not be considered in isolation from, or construed as an alternative to, other

financial measures determined in accordance with GAAP. Although EBOS believes they provide useful information in measuring the

financial performance and condition of EBOS' business, readers are cautioned not to place undue reliance on these non-GAAP financial

measures.

The information contained in this presentation should be considered in conjunction with the consolidated financial statements for the

period ended 31 December 2018.

All currency amounts are in Australian dollars unless stated otherwise.

Group Financial Results

4
H1 FY19 SUMMARY RESULTS

1

A$3.5b

Revenue

A$131.4m

Underlying EBITDA

2

A$72.7m

Underlying NPAT

2


ROCE

Underlying EPS

2

Dividends per share

16.1%

-0.2% on FY18

-0.8% on H1 FY18

47.8c (A$)

+4.0%

34.5c (NZ$)

+4.5%

-2.7%

+4.0%

+4.0%

Note 1: All currency amounts are in Australian dollars except for Dividends per share.

Note 2: Excludes one-off items for transaction costs incurred on M&A, warehouse transition and restructuring costs, net of gains on sale from

disposal of a surplus property. Refer to page 23 for further information.

5
STRATEGIC HIGHLIGHTS

Investments and New Business

Acquisitions of $92.5m made in H1 FY18

Acquisition of all the minority shares in Te r r y W h i t e

Group Ltd for $46.7m in December 2018.

Expansion of EBOS Healthcare’s Australian business

via the acquisition of Warner & Webster (“W&W”) for

$32.0m. W&W is a medical and surgical supplies

wholesaler with operations in Victoria and South

Australia.

Expansion of Animal care’s Australian vet wholesaling

business via the acquisition of Therapon for $5.7m.

Therapon is a veterinary distribution business with

operations predominantly in Melbourne.

Expansion of our Endeavour Consumer products

business via the acquisition of the Quitnits head lice

brand in December 2018.

Chemist Warehouse Group (‘CWG’) Contract Signed

Chemist Warehouse Group (‘CWG’) contract was

executed in October 2018. This five year supply

agreement will take effect from 1 July 2019, with the

potential for a further 3 year expansion.

EBOS estimates that sales to the CWG stores will

generate approximately A$1 billion in revenue in

FY20.

Infrastructure

Opening of two new major facilities in Australia

Brisbane - new highly automated wholesale

distribution centre opened October 2018.

Sydney - new 25,000m

2

Contract Logistics facility

opened June 2018.

New Brisbane wholesale distribution facility

6
H1 FY19 FINANCIAL PERFORMANCE

Revenue decrease of 2.7% was

driven by lower hepatitis C

medicine sales and the impacts

of PBS reforms in Australia

(combined impact -$251m).

Revenue excluding hepatitis C

medicine sales and the impacts

of PBS reforms grew by $153m

or 4.6%.

Underlying EBITDA increase of

$5.1m or 4.0%:

Healthcare up 3.0%.

Animal Care up 9.6%.

Net Finance costs increase of

$2.6m due to higher net debt

associated with new

acquisitions and base interest

rate increases.

Underlying NPAT and EPS

increases of 4.0%.

Note 1: Net profit after tax and non-controlling interests.

Note 2: Excludes one-off items for transaction costs incurred on M&A, warehouse transition and restructuring costs, net of gains on sale from

disposal of a surplus property. Refer to page 23 for further information.

A$m

Statutory

Underlying

2

H1 FY18Var$Var%

Revenue3,496.5 3,496.5 3,595.2 (98.7) (2.7%)

Gross Operating Revenue404.8 404.8

396.5 8.3 2.1%

EBITDA122.6 131.4 126.3


5.1 4.0%

EBIT107.3 116.1 110.5 5.6 5.1%

Net Finance Costs12.4

12.4 9.8

(2.6) (26.2%)

Profit Before Tax95.0

103.8 100.7 3.0

3.0%

Net Profit After Tax

1

67.0 72.7 69.9 2.8 4.0%

Earnings per share - cps44.1c47.8c46.0c1.8c4.0%

Net Debt552.1 552.1 407.0 145.0

Net Debt : EBITDA2.16x1.73x

H1 FY19Underlying

Healthcare Results

8
HEALTHCARE SEGMENT

Solid underlying trading performance across Australia and New Zealand

Underlying EBITDA increase of $3.3m or 3.0%:

Australia up 3.0% from growth in Retail

Pharmacy, Institutional Healthcare and

Contract Logistics, partially offset by a

subdued Wholesale Pharmacy performance.

New Zealand up 2.9% primarily driven from

strong revenue growth in our Endeavour

consumer products business, partially offset

by cost increases in labour and freight.

Revenue decrease of $101.5m or 3.0%:

Australia down 5.9% (or up 3.8% excluding

hepatitis C medicine sales and PBS price

reforms).

H1 FY19 revenue for hepatitis C revenue was

$157m lower than last year and the impact of

the Australian Government’s PBS price reforms

was $94m.

New Zealand revenue up 8.4%, with strong

growth from all business units.

Note 1: Excludes one-off items for transaction costs incurred on M&A, warehouse transition and restructuring costs, net of gains on sale from

disposal of a surplus property. Refer to page 23 for further information.

A$mH1 FY19H1 FY18Var$Var%

Revenue3,304.23,405.7(101.5)(3.0%)

Underlying EBITDA

1

112.7109.43.33.0%

Underlying EBITDA%3.41%3.21%

Australia

Revenue2,545.32,705.8(160.5)(5.9%)

Underlying EBITDA

1

91.088.42.63.0%

Underlying EBITDA%3.58%3.27%

New Zealand

Revenue758.9699.959.08.4%

Underlying EBITDA

1

21.721.00.62.9%

Underlying EBITDA%2.85%3.01%

9
COMMUNITY

PHARMACY

Total Pharmacy Revenue declined by $126m or

6.3%, attributable to lower hepatitis C medicine

sales (-$78m) and PBS reforms (-$83m).

Revenue growth (excluding hepatitis C and PBS

reforms) was 1.8%.

GOR decreased by 1.3%, primarily due to lower

hepatitis C medicine and OTC sales, PBS price

reforms and general market dynamics.

First half saw further gains in productivity and

cost saving initiatives. The new Brisbane facility

is achieving initial productivity gains in line with

internal expectations. Full operational benefits

from this site are expected from FY20.

Trading with Chemist Warehouse commences

from 1 July 2019.


New Brisbane wholesale distribution facility

A$mH1 FY19H1 FY18Var$Var%

Revenue1,892.22,018.6(126.4)(6.3%)

GOR190.6193.1(2.5)(1.3%)

GOR%10.07%9.56%

10
INSTITUTIONAL

HEALTHCARE

First half revenue and GOR growth was impacted

by reduced hepatitis C sales ($79m) and PBS

reforms ($11m), partly offset by the contribution

from Warner & Webster (‘W&W’).

Underlying revenue growth (excluding hepatitis

C and W&W) was strong at +7.2%.

Strong GOR growth achieved from Symbion

Hospitals (excluding hepatitis C), Onelink (ANZ)

and Zest.

HPS continues to perform well with solid first

half revenue growth to last year of 3.0%.

Acquired Warner & Webster, a medical and

surgical supplies wholesaler with operations in

Victoria and South Australia.


A$mH1 FY19H1 FY18Var$Var%

Revenue1,154.91,148.26.60.6%

GOR102.998.54.44.4%

GOR%8.91%8.58%

11
CONTRACT LOGISTICS

Photos of the new Sydney Contract Logistics facility.

The Group expanded its Contract Logistics

business in Australia with the opening of a new

25,000m² facility in Sydney (NSW) in June 2018.

The NZ business also expanded operations by

leasing an additional site in Auckland to

support future growth.

First half GOR growth achieved in both New

Zealand and Australia from key principals.

Both businesses are active in business

development to drive continued future growth

and profitability.

Note: GOR % not relevant as sales activity is predominantly done on consignment.

A$mH1 FY19H1 FY18Var$Var%

Revenue234.8217.017.88.2%

GOR31.229.51.75.8%

12
CONSUMER PRODUCTS

Revenue and GOR improvements are driven by

strong Red Seal sales (both domestic and

international markets) and the addition of

Gran’s Remedy.

We have increased our investment in

marketing and advertising in the first half to

drive Red Seal’s growth into the Australian

grocery channel.

The Endeavour brand portfolio has expanded

via the recent acquisition of Quitnits, the

leading brand in Australian grocery for

treatment of head lice.

A$mH1 FY19

H1 FY18Var$Var%

Revenue59.6

54.45.29.6%

GOR

23.220.42.813.5%

GOR%38.90%37.57%

Animal Care Results

14
ANIMAL CARE SEGMENT

Strong EBITDA performance reflecting continued growth in our key brands

REVENUE

MIX BY

CATEGORY

Wholesale (Lyppard)

EBOS brands (Black Hawk and Vitapet)

Other products

EBITDA increase of $2.1m or 9.6%:

Earnings improvement is primarily from

Black Hawk sales revenue growth of 23%.


Sales increase of $2.7m or 1.4%:

Total revenue growth impacted by a decline

in Lyppard sales due to one manufacturer

by-passing the wholesale channel and

supplying direct into veterinary clinics.

51%

(H1 FY18: 55%)

40%

(H1 FY18: 36%)

9%

H1 FY18

9%)




A$m

H1 FY19H1 FY18Var$Var%

Revenue192.3189.62.71.4%

EBITDA24.322.22.19.6%

EBITDA%12.65%11.70%

15
ANIMAL CARE SEGMENT

Black Hawk continues to perform strongly

Black Hawk sales grew 23% (following Australian growth of 26%

in H1 FY18 and 48% in H1 FY17). Continued growth well above

market due to:

Continued investment in marketing driving increased

brand awareness and strong retail support.

Maintaining the price value proposition against other

premium foods.

Continued strong momentum in NZ following the brands

introduction to that market in July 2017.


Acquisition of Therapon

Acquired Therapon in November 2018, a veterinary wholesale

business with operations based in Victoria which will be

integrated into Lyppard.

Group Financial Information &
Outlook

17
CASH FLOW

Operating cash flow of $40.3m reflecting seasonality and a further unwinding of the Hepatitis C

working capital benefit.

H1 FY19 Capex spend comprises primarily of the new warehouse facilities in Sydney and Brisbane.

Acquisition of $92.5m in H1 FY19 includes the Group’s acquisitions of TerryWhite Group, Warner &

Webster, Therapon and Quitnits.

Cash Flow from Operating Activities – half year

35.7

41.5

47.3

91.9

40.3

88.1

165.0

88.9

70.3

0

50

100

150

200

FY15FY16FY17FY18FY19

Cash flow from Operating activities (A$m)


H1H2

A$mH1 FY19H1 FY18Var$

EBITDA122.6 126.3 (3.7)

Net interest paid(12.4) (9.8) (2.6)

Tax paid(25.7) (28.0) 2.3

Net working capital and other movements(44.3) 3.4 (47.7)

Cash from Operating activities40.3 91.9 (51.7)

Capital expenditure (net)(16.9) (28.7) 11.8

Free Cash Flow23.3 63.2 (39.9)

Acquisition of subsidiaries and investments(92.5) (11.8) (80.7)

Dividends paid(50.1) (44.9) (5.2)

Net Cash Flow(119.3) 6.4 (125.7)

FX impact on net debt(0.3) (0.1) (0.1)

Reduction/(Increase) in Net Debt(119.6) 6.3 (125.9)

18
12.9%

14.6%

16.7%

17.1%

16.3%

13.0%

14.8%

16.7%

16.9%

16.1%

FY14FY15FY16FY17FY18H1 FY15H1 FY16H1 FY17H1 FY18H1 FY19

WORKING CAPITAL AND ROCE

Working Capital

Return on Capital Employed

2

Working capital management discipline is

a key focus of the Group and maintaining

the industry leading cash conversion cycle

of 18 days is reflective of this.

Return on Capital Employed of 16.1% at

December 2018, lower than June 2018 (-0.2%)

due to a higher investment in net working

capital.

Note 1: Cash conversion days are adjusted for the Group’s 3PL debtors and creditors arising from its hepatitis C business.

Note 2: Prior period ROCE figures have been updated from previous results presentations due to the change in presentational currency to AUD.

30 June


31 December


A$mDec 2018June 2018

Net Working Capital

Trade receivables874.4892.2

Inventory

564.6535.1

Trade payables/other(1,156.2)(1,196.4)

Total282.8230.8

Cash conversion days

1

Debtor days43 41

Inventory days34



32



Creditor days59 58

Cash conversion days18 15

19
NET DEBT, GEARING AND MATURITY PROFILE

Net Debt and Gearing

Net Debt of $552m at December 2018, an

increase of $120m from June 2018 due to

acquisitions and investments ($93m) and

dividends ($50m), partly offset by the

Operating cash flow after Capex ($23m).

Net Debt : EBITDA of 2.16x at December

2018 (1.74x at June 2018).


Debt Maturity Profile – facility limits (A$m)

At 31 December 2018, the weighted average

maturity of our combined term debt and

securitisation facilities is 2.9 years.


413

407

432

552

28.6%

28.0%

28.7%

34.4%

0%

5%

10%

15%

20%

25%

30%

35%

0

100

200

300

400

500

600

Jun-17Dec-17Jun-18Dec-18

Gearing ratio

Net debt (A$m)

Net DebtGearing ratio (Net debt)

166

-

124

50

293

400

FY19FY20FY21FY22FY23

Cash advance facilityTerm debt facilitiesSecuritisation

20
22.0

26.0

30.0

33.0

34.5

25.0

32.5

33.0

35.5

FY15FY16FY17FY18FY19

NZ$ cents per share

H1H2

EARNINGS AND DIVIDENDS PER SHARE

Underlying Earnings Per Share (A$ cents)

Underlying EPS growth of 4.0% in H1 FY19, a 9.7% CAGR from H1 FY15.

Interim dividend of 34.5 cents (imputed to 25% and franked to 100% for Australian resident

shareholders).

Dividend payout ratio of 67%.

The Group’s Dividend Reinvestment Plan (DRP) will be reinstated for the upcoming interim

dividend. Shareholders can elect to take shares in lieu of a cash dividend at a discount of 2.5% to

the volume weighted average price (VWAP).

Dividends Per Share

(NZ$ cents)

33.0

39.0

44.7

46.0

47.8

32.6

38.4

41.6

44.4

FY15FY16FY17FY18FY19

Cents per share

H1H2

21
OUTLOOK

EBOS Group has recorded a positive start for the first half of the financial year, with strong

growth in Animal Care and subdued growth in Healthcare attributable to the general market

environment and the impact of PBS reforms.

On the basis of our current trading performance, we expect the Group to generate full year

underlying earnings growth in FY19 with further growth forecast into FY20 as we commence

servicing the Chemist Warehouse contract volumes.

Supporting Information

23
RECONCILIATION OF STATUTORY AND

UNDERLYING RESULTS

Note 1: Underlying EBITDA and Underlying Net Profit After Tax (attributable to the owners of the company) are both Non-GAAP measures which

adjust for the effects of one-off items.

A$m

EBITDA

NPATEBITDA

NPAT

Statutory result

122.667.0126.3

69.9

Deduct

Profit on sale of surplus property

(2.9)(2.4)-


-

Add back

Transition costs for major new warehouses

and Restructuring costs6.94.7

-

-

Transaction costs incurred on M&A4.9

3.3-

-

Net of One-off items8.85.6

- -

Underlying result

1

131.472.7126.3

69.9

H1 FY18

H1 FY19

24
Health Care

Animal Care

Pharmacy

(Wholesale and retail)

Institutional Healthcare

Contract Logistics

Consumer Products

SEGMENT EARNINGS AND GOR MIX

EBITDA by segment

Gross Operating Revenue (GOR) FY18

6%

14%

14%

25%

8%

FY18 GOR Mix

47%

86%

A$m

H1 FY19H1 FY18Var$Var%

Underlying EBITDA

Healthcare112.7109.43.33.0%

Animal Care24.322.22.19.6%

Corporate(5.6)(5.3)(0.3)(5.6%)

Group131.4126.35.14.0%

Statutory EBITDA

Healthcare104.3109.4(5.1)(4.7%)

Animal Care24.322.22.19.6%

Corporate(6.0)(5.3)(0.7)(13.3%)

Group122.6126.3(3.7)(2.9%)

One-off items

Healthcare(8.4)- (8.4)

Animal Care- - -

Corporate(0.4)- (0.4)

Group(8.8)- (8.8)

25
EBOS STRATEGIC APPROACH

Investing for Growth

Our Healthcare and Animal Care strategic focus is centred on

We focus on delivering profitable growth and superior returns

Leading Market

Positions

Disciplined Capital

Management

Two types of investments:

Acquisitions: we have a

successful track record of deal

execution.

EBOS has completed over 20

deals since 2000.

Internal Capex: investment to

lift productivity, manage costs

and deliver better customer

service.

Cash generation to drive

scope for further

investment which allows

for dividends to be paid in

the range of 60-70% of

Net Profit After Tax.

Acquisitions and new

business focus on

supporting the Group’s

return on capital

employed.

We aim to have positions of

scale in the markets we

operate in and maximise

opportunities across our wide

range of businesses wherever

possible.

26
GLOSSARY OF TERMS AND MEASURES

Term Definition

Actual results Results translated into Australian dollars at the applicable actual monthly exchange rates ruling in each period.

Debtor days Trade debtors at the end of period divided by Revenue for the period, multiplied by number of days in the period.

Inventory days Inventory at the end of period divided by Cost of Sales for the period, multiplied by number of days in the period.

Creditor days Trade creditors at the end of period divided by Cost of Sales for the period, multiplied by number of days in the period.

Constant

FX/currency

Calculated by translating the prior period results into Australian dollars at the actual monthly exchange rates applicable in the

current period.

Revenue Revenue from the sale of goods and the rendering of services.

Gross Operating

Revenue (GOR)

Revenue less cost of sales and the write-down of inventory.

EBIT Earnings before interest and tax.

EBITDA Earnings before interest, tax, depreciation and amortisation.

Underlying EBITDA Earnings before interest, tax, depreciation, amortisation and before one-off items.

NPAT Net Profit After Tax attributable to the owners of the company.

Underlying NPAT Net Profit After Tax attributable to the owners of the company and before one-off items.

One-off items The net of material transaction costs incurred on acquisitions, transition costs for major new warehouses, restructuring costs

and a gain on sale of surplus property.

Free Cash Flow Cash from operations less capital expenditure net of proceeds from disposals.

Earnings per share

(EPS)

Net Profit after tax divided by the weighted average number of shares on issue during the period in accordance with IAS 33

‘Earnings per share’.

Underlying EPS NPAT excluding one-off items, divided by the weighted average number of shares on issue during the period.

Net Debt : EBITDA Ratio of net debt at period end to the last 12 months EBITDA, adjusting for pre acquisition earnings of acquisitions for the period

and excluding one-off items.

Return on Capital

Employed (ROCE)

Measured as underlying earnings before interest, tax and amortisation of finite life intangibles for 12 months divided by closing

capital employed (including a pro-rata adjustment for entities acquired and excluding amounts for significant capital projects

yet to complete and strategic investments).

Except where noted, common terms and measures used in this document are based upon the following definitions:

www.ebosgroup.com

---

EBOS GROUP LIMITED

INTERIM REPORT

FOR THE SIX MONTHS ENDED

31 DECEMBER 2018





EBOS GROUP LIMITED

INTERIM REPORT 2019




CONTENTS Page



Summary of Consolidated Financial Highlights 1



Shareholder Calendar 1



Auditor’s Independent Review Report 2



Condensed Consolidated Income Statement 3



Condensed Consolidated Statement of Comprehensive Income 4



Condensed Consolidated Statement of Changes in Equity 5



Condensed Consolidated Balance Sheet 7



Condensed Consolidated Cash Flow Statement 8



Notes to the Condensed Consolidated Interim Financial Statements 9



Directory 19



1


EBOS GROUP LIMITED

INTERIM REPORT 2019

SUMMARY OF CONSOLIDATED FINANCIAL HIGHLIGHTS




Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)


Revenue 3,496,498 3,595,243 6,986,731


Profit before net finance costs, tax expense, depreciation and

amortisation (EBITDA)


122,566


126,288


250,052


Earnings before interest and tax expense (EBIT) 107,318 110,529 218,153


Profit before income tax expense 94,962 100,741 197,282


Profit for the period 67,238 70,609 139,269


Profit for the period attributable to owners of the Company 67,045 69,891 137,274


Equity attributable to owners of the Company 1,053,285 1,026,420 1,051,492


Earnings per share 44.1c 46.0c 90.4c


Interim dividend per share (New Zealand dollars) 34.5c 33.0c 33.0c









SHAREHOLDER CALENDAR


Interim dividend record date 15 March 2019

Interim dividend payable 5 April 2019

Release of 2019 full year results 22 August 2019

Annual General Meeting 15 October 2019














2


INDEPENDENT REVIEW REPORT TO THE SHAREHOLDERS OF EBOS GROUP LIMITED


We have reviewed the condensed consolidated interim financial statements of EBOS Group Limited and its subsidiaries (‘the Group’) which

comprise the condensed consolidated balance sheet as at 31 December 2018, and condensed consolidated income statement, condensed

consolidated statement of comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated

cash flow statement for the six months ended on that date, and a summary of significant accounting policies and other explanatory

information on pages 9 to 18.


This report is made solely to the Group’s shareholders, as a body. Our review has been undertaken so that we might state to the Group’s

shareholders those matters we are required to state to them in a review 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 Group’s shareholders as a body, for our engagement, for this

report, or for the opinions we have formed.


Board of Directors’ Responsibilities

The Board of Directors are responsible for the preparation and fair presentation of the condensed consolidated interim financial

statements, in accordance with NZ IAS 34 Interim Financial Reporting and IAS 34 Interim Financial Reporting and for such internal control

as the Board of Directors determine is necessary to enable the preparation and fair presentation of the condensed consolidated interim

financial statements that are free from material misstatement, whether due to fraud or error.


Our Responsibilities

Our responsibility is to express a conclusion on the condensed consolidated interim financial statements based on our review. We

conducted our review in accordance with NZ SRE 2410 Review of Financial Statements Performed by the Independent Auditor of the Entity

(‘NZ SRE 2410’). NZ SRE 2410 requires us to conclude whether anything has come to our attention that causes us to believe that the

condensed consolidated interim financial statements, taken as a whole, are not prepared, in all material respects, in accordance with NZ

IAS 34 Interim Financial Reporting and IAS 34 Interim Financial Reporting. As the auditor of EBOS Group Limited, NZ SRE 2410 requires that

we comply with the ethical requirements relevant to the audit of the annual financial statements.


A review of the condensed consolidated interim financial statements in accordance with NZ SRE 2410 is a limited assurance engagement.

The auditor performs procedures, primarily consisting of making enquiries, primarily of persons responsible for financial and accounting

matters, and applying analytical and other review procedures.


The procedures performed in a review are substantially less than those performed in an audit conducted in accordance with International

Standards on Auditing (New Zealand). Accordingly we do not express an audit opinion on those financial statements.


Other than in our capacity as auditor we have no relationship with or interests in the Company or its subsidiaries.



Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated interim financial

statements of the Group do not present fairly, in all material respects, the financial position of the Group as at 31 December 2018 and its

financial performance and cash flows for the six months ended on that date in accordance with NZ IAS 34 Interim Financial Reporting and

IAS 34 Interim Financial Reporting.






Chartered Accountants

19 February 2019

Christchurch, New Zealand




3

EBOS GROUP LIMITED

CONDENSED CONSOLIDATED INCOME STATEMENT

For the six months ended 31 December 2018






Notes

Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)



Revenue

2(a) 3,496,498 3,595,243 6,986,731



Income from associates

1,814 1,912 4,140



Profit before depreciation, amortisation, net finance

costs and income tax expense


122,566


126,288


250,052

Depreciation

2(b) (7,490) (8,124) (16,210)

Amortisation of finite life intangibles

2(b) (7,758) (7,635) (15,689)

Profit before net finance costs and income tax expense

107,318 110,529 218,153

Finance income

942 945 1,631

Finance costs

(13,298) (10,733) (22,502)

Profit before income tax expense

94,962 100,741 197,282

Income tax expense

(27,724) (30,132) (58,013)

Profit for the period

67,238 70,609 139,269



Profit for the period attributable to:


Owners of the Company

67,045 69,891 137,274

Non-controlling interests

193 718 1,995


67,238 70,609 139,269


Earnings per share


Basic (cents per share)

44.1 46.0 90.4

Diluted (cents per share)

44.1 46.0 90.4

























4

EBOS GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 31 December 2018



Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)



Profit for the period

67,238 70,609 139,269



Other comprehensive income


Items that may be reclassified subsequently to profit or loss:


Cash flow hedge (losses)/gains

(2,158) 882 2,060

Related income tax

714 (251) (588)

Movement on equity instruments fair valued through other


comprehensive income

(2,593) (1,610) (1,424)

Movement in foreign currency translation reserve

10,517 (11,437) (9,297)

Total comprehensive income net of tax

73,718 58,193 130,020



Total comprehensive income for the period is attributable to:


Owners of the Company

73,525 57,475 128,025

Non-controlling interests

193 718 1,995


73,718 58,193 130,020




5

EBOS GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 31 December 2018



Notes

Share

capital

A$’000


Share

based

payments

reserve

A$’000

Foreign

currency

translation

reserve

A$’000

Retained

earnings

A$’000








Cash flow

hedge

reserve

A$’000






Equity

instruments fair

valued through

other

comprehensive

income reserve

A$’000


Non-

controlling

interests

A$’000

Total

A$’000

Six months ended

31 December 2017 (unaudited):


Opening balance 763,636 466 (13,508) 264,239 (30) - 19,357 1,034,160

Profit for the period - - - 69,891 - - 718 70,609

Other comprehensive income for

the period, net of tax

-


- (11,437) - 631


(1,610) - (12,416)

Dividends 4 - - - (46,185) - - - (46,185)

Share based payments - 327 - - - - - 327

Balance at 31 December 2017 763,636 793 (24,945) 287,945 601 (1,610) 20,075 1,046,495


Year ended

30 June 2018 (unaudited):





Opening balance 763,636 466 (13,508) 264,239 (30) - 19,357 1,034,160

Profit for the year - - - 137,274 - - 1,995 139,269

Other comprehensive income for

the year, net of tax

-


- (9,297) - 1,472


(1,424)


- (9,249)

Dividends 4 - - - (93,014) - - - (93,014)

Share based payments - 1,678 - - - - - 1,678

Balance at 30 June 2018 763,636 2,144 (22,805) 308,499 1,442 (1,424) 21,352 1,072,844




6




EBOS GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued)

For the six months ended 31 December 2018



Notes

Share

capital

A$’000


Share

based

payments

reserve

A$’000

Foreign

currency

translation

reserve

A$’000

Retained

earnings

A$’000






Cash flow

hedge

reserve

A$’000




Equity

instruments fair

valued through

other

comprehensive

income reserve

A$’000


Non-

controlling

interests

A$’000

Total

A$’000

Six months ended

31 December 2018 (unaudited):


Opening balance 763,636 2,144 (22,805) 308,499 1,442 (1,424) 21,352 1,072,844

Profit for the period - - - 67,045 - - 193 67,238

Other comprehensive income for

the period, net of tax

-


- 10,517 - (1,444)


(2,593) - 6,480

Dividends 4 - - - (49,386) - - - (49,386)

Arising on acquisition of

remaining non-controlling

interest 9 -


-


- - -



-



(46,678) (46,678)

Share based payments - 882 - - - - - 882

Transfer of non-controlling

interest -


-


- (23,228) -


-


23,228 -

Balance at 31 December 2018 763,636 3,026 (12,288) 302,930 (2) (4,017) (1,905) 1,051,380

7

EBOS GROUP LIMITED

CONDENSED CONSOLIDATED BALANCE SHEET

As at 31 December 2018




Notes

31 Dec 18

A$’000

(Unaudited)

31 Dec 17

A$’000

(Unaudited)

30 Jun 18

A$’000

(Unaudited)

Current assets

Cash and cash equivalents


152,144


129,934


149,869

Trade and other receivables 910,318 958,354 916,861

Prepayments 9,532 8,584 9,041

Inventories 564,602 565,147 535,082

Current tax refundable


1,229


3,607


59

Other financial assets – derivatives

8

807


230


1,306

Total current assets 1,638,632 1,665,856 1,612,218


Non-current assets







Property, plant and equipment 120,934 109,446 112,166

Capital work in progress 54,452 41,137 58,329

Prepayments 68 3 -

Deferred tax assets


46,398


43,749


48,682

Goodwill


945,698


878,377


893,796

Indefinite life intangibles 123,382 117,561 121,717

Finite life intangibles 51,923 65,086 58,877

Investment in associates 38,979 34,754 37,009

Other financial assets


6,747


9,681


9,269

Total non-current assets 1,388,581 1,299,794 1,339,845

Total assets 3,027,213 2,965,650 2,952,063


Current liabilities

Trade and other payables 1,145,003 1,259,055 1,170,128

Bank loans

7

213,762 208,591 147,149

Current tax payable


14,995 19,338 11,431

Employee benefits 35,890 36,385 40,724

Other financial liabilities – derivatives 8 3,639 2,058 1,980

Total current liabilities


1,413,289 1,525,427 1,371,412


Non-current liabilities

Bank loans 7 490,370 328,258 435,121

Trade and other payables


14,406 11,944 13,484

Deferred tax liabilities


51,276 47,806 53,258

Employee benefits 6,492 5,720 5,944

Total non-current liabilities 562,544 393,728 507,807

Total liabilities


1,975,833 1,919,155 1,879,219

Net assets 1,051,380 1,046,495 1,072,844


Equity



Share capital 3 763,636 763,636 763,636

Share based payments reserve 3,026 793 2,144

Foreign currency translation reserve (12,288) (24,945) (22,805)

Retained earnings


302,930 287,945 308,499

Cash flow hedge reserve (2) 601 1,442

Equity instruments fair valued through OCI (4,017) (1,610) (1,424)

Equity attributable to owners of the company 1,053,285 1,026,420 1,051,492

Non-controlling interests (1,905) 20,075 21,352

Total equity 1,051,380 1,046,495 1,072,844


8

EBOS GROUP LIMITED

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

For the six months ended 31 December 2018






Notes

Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)



Cash flows from operating activities


Receipts from customers

3,556,358 3,654,783 7,055,426

Interest received

942 945 1,631

Dividends received from associates

959 645 859

Payments to suppliers and employees

(3,479,059) (3,525,717) (6,813,234)

Taxes paid

(25,647) (28,007) (60,044)

Interest paid

(13,298) (10,733) (22,502)

Net cash inflow from operating activities

5 40,255 91,916 162,136



Cash flows from investing activities


Sale of property, plant & equipment

98 78 155

Purchase of property, plant & equipment

(11,189) (8,658) (15,838)

Payments for capital work in progress

(5,013) (19,549) (39,750)

Payments for intangible assets

(795) (568) (2,492)

Acquisition of subsidiaries

(92,389) (1,304) (21,207)

Investment in other financial assets

(110) (10,535) (9,717)

Net cash (outflow) from investing activities

(109,398) (40,536) (88,849)



Cash flows from financing activities


Proceeds from borrowings

128,361 - 27,077

Repayment of borrowings

(9,169) (26,791) (9,003)

Dividends paid to equity holders of parent

4 (50,138) (44,947) (91,993)

Net cash inflow/(outflow) from financing activities

69,054 (71,738) (73,919)



Net (decrease) in cash held

(89) (20,358) (632)

Effect of exchange rate fluctuations on cash held during

the period


2,364


(3,910)


(3,701)

Net cash and cash equivalents at beginning of period

149,869 154,202 154,202

Net cash and cash equivalents at end of period

152,144 129,934 149,869



















9

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 31 December 2018


1. FINANCIAL STATEMENTS


These unaudited condensed consolidated interim financial statements have been prepared in accordance with Generally Accepted

Accounting Practice (“GAAP”). They comply with the New Zealand Equivalent to International Accounting Standard 34 (NZ IAS 34)

“Interim Financial Reporting” and International Accounting Standard IAS 34, as applicable for profit orientated entities. These

financial statements should be read in conjunction with the financial statements and related notes included in the Group’s Annual

Report for the year ended 30 June 2018. The numbers presented for 30 June 2018 have been audited in New Zealand dollars

however no audit opinion on the Australian dollar presentation for this period has yet been issued, this will occur when the 30 June

2019 financial statements are audited. Hence these numbers have been referred to as ‘unaudited’ in these financial statements.

Apart from the changes noted below, the accounting policies adopted are consistent with those of the previous year.


Presentation currency – change in accounting policy:

The Group’s revenues, profits and cash flows are primarily generated in Australian Dollars (AUD) and are expected to remain

principally denominated in AUD in the future. Effective from 1 July 2017 the Group changed the currency in which it presents its

financial statements from New Zealand Dollars (NZD) to AUD in order to better reflect the underlying performance of the Group. A

change in presentation currency is a change in accounting policy which is accounted for retrospectively.


Statutory financial information included in the Group’s interim financial statements for the six months ended 31 December 2017

and year ended 30 June 2018, previously reported in NZD, has been restated into AUD using the procedures outlined below:

• Assets and liabilities denominated in currencies other than AUD were translated into AUD at the closing rates of exchange on the

last day of the relevant accounting period;

• Revenues and expenses in currencies other than AUD were translated into AUD at the transaction date rate;

• Share capital and reserves were translated at the historic rates prevailing at the transaction dates; and

• In each case, the rates of exchange were consistent with those used by the Group in the relevant accounting period.


In undertaking the translation of financial statements into an Australian dollar presentation currency it was determined that

goodwill associated with the Symbion acquisition in Australia in 2013, previously denominated in New Zealand dollars, should be

denominated in Australian dollars as it aligns with the functional currency of the underlying operations of the acquired entity.

Comparative periods have been also adjusted to allow comparability between periods. This adjustment (1 July 2017: $61.6m, 31

December 2017: $39.0m and 30 June 2018: $43.6m) impacted the balance sheet only, with decreases to goodwill and equity

balances, with no impact on the income statement or cash flow statement in the comparative periods.


The Directors have not included the original amounts and the adjustment as we consider this would not be meaningful to users of

the financial statements as these financial statements are now presented in Australian dollars.


NZ IFRS 9 (2014) Financial Instruments:

Application of NZ IFRS 9 (2014) Financial Instruments, which became effective for the Group on 1 July 2018, requires an expected

credit loss model, 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 credit

risk since initial recognition. It is no longer necessary for a credit event to have occurred before credit losses are recognised.

Under NZ IFRS 9 (2014), greater flexibility has been introduced to the types of transactions eligible for hedge accounting, specifically

broadening the types of instruments that qualify as hedging instruments and the types of risk components of non-financial items

that are eligible for hedge accounting. In addition, the effectiveness test has been overhauled and replaced with the principle of an

“economic relationship”. Retrospective assessment of hedge effectiveness is also no longer required.

Impairment - Financial assets measured at amortised cost being cash and cash equivalents and trade receivables are subject to the

impairment provisions of NZ IFRS 9 (2014).

The Group applies the simplified approach to recognise lifetime expected credit losses for financial assets as required or permitted

by NZ IFRS 9 (2014). In general, the application of the expected credit loss model of NZ IFRS 9 (2014) results in earlier recognition of

credit losses and increases the amount of loss allowance recognised for those items.

Hedge Accounting - As the new hedge accounting requirements align more closely with the Group’s risk management policies, with

generally more qualifying hedging instruments and hedged items, an assessment of the Group’s current hedging relationships

indicated that they qualified as continuing hedging relationships upon application of NZ IFRS 9 (2014). Similar to the Group’s current

hedge accounting policy, the directors do not intend to exclude the forward element of foreign currency forward contracts from

designated hedging relationships.


No material impact on these financial statements has been recognised as a result of adopting this standard, other than the Group’s

equity investment in MedAdvisor Pty Ltd has been designated by the Directors as an equity instrument to be fair valued through

Other Comprehensive Income (OCI) as allowable under the standard, for both the current and comparable periods presented.


10

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 31 December 2018


1. FINANCIAL STATEMENTS (Continued)


NZ IFRS 15 Revenue from Contracts with Customers:

NZ IFRS 15 Revenue from Contracts with Customers also became effective for the Group on 1 July 2018.


Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf

of third parties. The Group recognises revenue when it transfers control of a product or service to a customer. The Group has

applied the modified approach on transitioning to NZ IFRS 15 and has applied the standard on initial application being 1 July 2018.

No material impact on these financial statements has been recognised as a result of adopting this standard.


The information is presented in thousands of Australian dollars unless otherwise stated.



2. PROFIT FROM OPERATIONS



Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)


(a)

Revenue




Community Pharmacy


1,892,192 2,018,612 3,871,426


Institutional Healthcare


1,154,850 1,148,205 2,239,592


Contract Logistics services


234,779


217,016


454,210


Consumer Products


59,618


54,396


108,616


Interdivisional eliminations


(37,247) (32,545) (65,272)


Healthcare


3,304,192 3,405,684 6,608,572


Animal care


192,306


189,559


378,159


3,496,498 3,595,243 6,986,731


Community Pharmacy

Revenue is derived from the supply of human healthcare products to pharmacies in Australia and New Zealand. Following

delivery, the customer obtains control as it has full discretion over the manner of distribution and price to sell the goods, has the

primary responsibility when on selling the goods and bears the risks of loss in relation to the goods. A receivable is recognised by

the Group when it loses control which is when the goods are delivered to the customer as this represents the point in time at

which the right to consideration becomes unconditional, as only the passage of time is required before payment is made.


Institutional Healthcare

Revenue is derived from the supply of human healthcare products to public and private hospitals, medical centres, GP clinics and

aged care facilities in Australia and New Zealand. Following delivery, the customer obtains control as it has full discretion over

the manner of distribution and price to sell the goods, has the primary responsibility when on selling the goods and bears the

risks of loss in relation to the goods. A receivable is recognised by the Group when it loses control which is when the goods are

delivered to the customer as this represents the point in time at which the right to consideration becomes unconditional, as only

the passage of time is required before payment is made.


Contract Logistics

Sales: Sales consist of the sale of human healthcare products to a wide range of healthcare customers (wholesalers, pharmacies

and medical centres). A receivable is recognised by the Group when it loses control which is when the goods are confirmed to

be on sold by the customer as this represents the point in time at which the right to consideration becomes unconditional, as

only the passage of time is required before payment is made.


Service fees: Revenue is derived from the provision of logistical services for a fee to overseas based healthcare manufacturers

for their operating activities in Australia and New Zealand. The performance obligation is satisfied either at a point in time or

over time, as applicable, at which point the right to consideration becomes unconditional, as only the passage of time is required

before payment is made.




11

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018


2. PROFIT FROM OPERATIONS (Continued)


Consumer Products

Revenue is derived from the supply of EBOS’ own branded human healthcare products, such as Red Seal, Faulding, Natures Kiss,

Quicknits and Floradix, to pharmacies and supermarkets in Australia and New Zealand and overseas distributors for export

markets. Following delivery, the customer obtains control as it has full discretion over the manner of distribution and price to sell

the goods, has the primary responsibility when on selling the goods and bears the risks of loss in relation to the goods. A

receivable is recognised by the Group when it loses control which is when the goods are delivered to the customer as this

represents the point in time at which the right to consideration becomes unconditional, as only the passage of time is required

before payment is made.


Animal care

Revenue is derived from the supply of Animal care products to pet retail and vet clinics across Australia and New Zealand.

Following delivery, the customer obtains control as it has full discretion over the manner of distribution and price to sell the

goods, has the primary responsibility when on selling the goods and bears the risks of loss in relation to the goods. A receivable is

recognised by the Group when it loses control which is when the goods are delivered to the customer as this represents the point

in time at which the right to consideration becomes unconditional, as only the passage of time is required before payment is

made.



Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)


(b)

Profit before income tax expense





Profit before income tax has been arrived at

after charging the following expenses by

nature:








One-off items (1)


(8,820) - -


Cost of sales


(3,090,157) (3,198,066) (6,196,382)


Write-down of inventory


(1,512) (645) (3,711)


Impairment on trade & other receivables


671


(523)


(1,753)


Depreciation of property, plant & equipment


(7,490)


(8,124)


(16,210)


Amortisation of finite life intangibles


(7,758) (7,635) (15,689)


Operating lease rental expenses


(21,513) (19,059) (39,685)


Donations


(15) (22) (243)


Employee benefit expense


(139,397)


(136,737)


(272,771)


Defined contribution plan expense


(8,026) (7,434) (14,967)


Other expenses


(106,977) (108,381) (211,307)


Total expenses


(3,390,994) (3,486,626) (6,772,718)


(1) One-off items comprise of merger and acquisition, warehouse transition and restructuring costs incurred, $11.7m, net of a

gain on sale of excess land held, $2.9m, during the period.














12

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018



3. SHARE CAPITAL



Six months

31 Dec 18

Six months

31 Dec 17

Year ended

30 Jun 18

No.

’000

A$’000

(Unaudited)

No.

’000

A$’000

(Unaudited)

No.

’000

A$’000

(Unaudited)



Fully paid ordinary

shares













Balance at beginning

of period


152,539 763,636 151,914 763,636 151,914 763,636

Shares issued –

September 2017


- - 625 - 625 -



152,539


763,636


152,539


763,636


152,539


763,636



4. DIVIDENDS


AUD

Six months

31 Dec 18


AUD

Six months

31 Dec 17


AUD

Year ended

30 Jun 18

Cents per

share

A$’000

(Unaudited)

Cents per

share

A$’000

(Unaudited)

Cents per

share

A$’000

(Unaudited)

Recognised amounts


Fully paid ordinary shares

Final – prior year


32.4 49,386 30.3 46,185 30.3 46,185

Interim – current year


- - - - 30.7 46,829



32.4 49,386 30.3 46,185 61.0 93,014

Unrecognised amounts



Final dividend


- - - - 32.6 49,711

Interim dividend


32.8 50,100 30.0 45,787 - -



32.8 50,100 30.0 45,787 32.6 49,711



Dividends are approved by the Board in New Zealand dollars. Dividends recognised in the Statement of Changes in Equity are

converted from New Zealand dollars to Australian Dollars at the exchange rate applicable on the date the dividend was approved.

Unrecognised dividends are converted at the exchange rate applicable on the reporting date. The Board approved an interim

dividend of 34.5 New Zealand cents per share on 19 February 2019. The record date for the dividend is 15 March 2019 and the

dividend will be paid on 5 April 2019.


The following table shows dividends approved in New Zealand dollars:


NZD


NZD


NZD

Cents per

share

Cents per

share

Cents per

share

Recognised amounts


Fully paid ordinary shares

Final – prior year


35.5 33.0 33.0

Interim – current year


- - 33.0



35.5 33.0 66.0

Unrecognised amounts



Final dividend


- - 35.5

Interim dividend


34.5 33.0 -



34.5 33.0 35.5




New Zealand dollar dividends paid to equity holders of the parent are translated into Australian dollars and disclosed in the cash

flow statement at the foreign currency exchange rate applicable on the date they are paid.

13

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018



5. NOTES TO THE CASH FLOW STATEMENT



Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)


Reconciliation of profit for the period with cash

flows from operating activities




Profit for the period


67,238 70,609 139,269




Add/(less) non-cash items:



Depreciation of property, plant and equipment


7,490


8,124


16,210

Amortisation of finite life intangibles


7,758


7,635


15,689

(Gain)/loss on sale of property, plant & equipment


(2,856) (14) 15

Income from associates


(1,814) (1,912) (4,140)

Expense recognised in respect of share based

payments


585 327 772

Deferred tax


955 (149) 908



12,118


14,011


29,454








Movements in working capital:



Trade and other receivables


6,543 32,235 73,728

Prepayments


(559) (1,130) (1,590)

Inventories


(29,520) (21,288) 8,777

Current tax refundable/(payable)


2,394 2,380 (1,979)

Trade and other payables


(24,192) (4,699) (92,073)

Provision for employee benefits


(4,286) (2,312) 2,251

Foreign currency translation of opening working

capital balances


555 2,783 1,663



(49,065) 7,969 (9,223)




Working capital items relating to investing activities


4,152 (673) 1,652

Working capital items acquired on acquisition


5,812 - 984








Net cash inflow from operating activities


40,255 91,916 162,136


















14

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018



6. SEGMENT INFORMATION


(a) Products and services from which reportable segments derive their revenues

The Group’s reportable segments under NZ IFRS 8 are as follows:


Healthcare: Incorporates the sale of human healthcare products to Consumer Pharmacy, Institutional Healthcare, Contract

Logistics and Consumer Products customers.


Animal care: Incorporates the sale of animal care products in a range of sectors, own brands, retail and wholesale activities.


Corporate: Includes net financing costs and central administration expenses that have not been allocated to either the

healthcare or animal care segments.


(b) Segment revenues and results

The following is an analysis of the Group’s revenue and results by reportable segment:



Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)


Revenue from external customers


Healthcare

3,304,192 3,405,684 6,608,572

Animal care

192,306 189,559 378,159


3,496,498 3,595,243 6,986,731

Segment result (EBITDA)


Healthcare (1)

104,270 109,419 216,579

Animal care

24,319 22,183 45,655

Corporate (1)

(6,023) (5,314) (12,182)


122,566 126,288 250,052

Segment expenses


Healthcare:


Depreciation of property, plant and equipment

(7,111) (7,652) (15,326)

Amortisation of finite life intangibles

(6,679) (6,428) (13,273)

Income tax expense

(26,541) (28,834) (55,163)


(40,331) (42,914) (83,762)

Animal care:


Depreciation of property, plant and equipment

(379) (472) (884)

Amortisation of finite life intangibles

(1,079) (1,207) (2,416)

Income tax expense

(6,408) (5,735) (11,870)


(7,866) (7,414) (15,170)

Corporate:


Net finance costs

(12,356) (9,788) (20,871)

Income tax credit

5,225 4,437 9,020


(7,131) (5,351) (11,851)

Profit for the period


Healthcare (1)

63,939 66,505 132,817

Animal care

16,453 14,769 30,485

Corporate (1)

(13,154) (10,665) (24,033)


67,238 70,609 139,269


(1) Includes one-off (net) costs of $8.8m for the six months to 31 December 2018, the after tax impact of these costs was

$6.2m for the period (December 2017: nil, June 2018: nil).

15

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018



6. SEGMENT INFORMATION (Continued)


The accounting policies of the reportable segments are consistent with the Group’s accounting policies. Segment result

represents profit before depreciation, amortisation, net finance costs and tax. This is the measure reported to the chief

operating decision maker for the purposes of resource allocation and assessment of segment performance.


(c) Segment assets

The following balance sheet and cash flow items are not allocated to operating segments as they are not reported to the

chief operating decision maker at a segment level:

- Assets

- Liabilities

- Capital expenditure


(d) Revenues from major products and services

The Group’s major products and services are transacted the same as its reportable segments i.e. healthcare, animal care and

corporate.


(e) Geographical information

The Group operates in two principal geographical areas; New Zealand (country of domicile) and Australia.


The Group’s revenue from external customers by geographical location (of the reportable segment) and information about its

segment assets (non-current assets excluding investments in associates and deferred tax assets) are detailed below:


Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)


Revenue from external customers


New Zealand

784,418 722,118 1,458,141

Australia

2,712,080 2,873,125 5,528,590


3,496,498 3,595,243 6,986,731


Non-current assets


New Zealand

290,966 264,292 280,746

Australia

1,012,238 956,999 973,408


1,303,204 1,221,291 1,254,154


(f) Information about major customers

No revenues from transactions with a single customer amount to 10% or more of the Group’s revenues (December 2017: Nil,

June 2018: Nil).



7. BANK FACILITY AND BORROWINGS


The Group fully complies with and operates within the financial covenants under the arrangements with its bankers. At 31

December 2018 the Group had unutilised term and working capital facilities of $143.6m (December 2017: $12.1m, June 2018:

$121.6m).

The Group also has a trade debtor securitisation facility of which $186.2m was unutilised at 31 December 2018 (December 2017:

$294.1m, June 2017: $252.8m).







16

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018


7. BANK FACILITY AND BORROWINGS (Continued)


As at 31 December 2018, the maturity profile of the Group’s term debt and securitisation facilities was:



Facility Amount Maturity

Term debt and working capital facilities $190.4m 1-2 years

Term debt facilities $150.6m 2-3 years

Term debt facilities $293.0m 4-5 years

Securitisation facility $400.0m 2-3 years



8. FINANCIAL INSTRUMENTS


The Group enters into foreign currency forward exchange contracts to hedge trading transactions, including anticipated

transactions, denominated in foreign currencies and uses interest rate swaps to manage cash flow interest rate risk.


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. The Group designates certain derivatives as cashflow hedges of highly probable forecast

transactions.





Fair value of derivative financial instruments

Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)


Other financial assets – derivatives:


Foreign currency forward exchange contracts

807 199 1,289

Interest rate swaps

- 31 17


807 230 1,306



Other financial liabilities – derivatives:


Foreign currency forward exchange contracts

(182) (175) -

Interest rate swaps

(3,457) (1,883) (1,980)


(3,639) (2,058) (1,980)


The Group has categorised these derivatives, both financial assets and financial liabilities, as Level 2 under the fair value

hierarchy contained within NZ IFRS 13.


The fair value of foreign currency forward exchange contracts is determined using a discounted cashflow valuation. Key inputs

include 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 cashflow 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.


There have been no changes in valuation techniques used for either foreign currency forward exchange contracts or interest rate

swaps during the current reporting period.


On 24 October 2017, the group acquired a 14.1% equity interest in MedAdvisor Ltd (ASX:MDR) for $11.2m. This investment has

been classified as an equity instrument fair valued through Other Comprehensive Income and has been valued using level 1

under the fair value hierarchy, therefore using the listed share price to determine fair value at the reporting date. This

investment was previously classified as an Available for Sale financial instrument in accordance with NZ IAS 39.


There were no transfers between fair value hierarchy levels during either the current or prior periods.

17

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018



9. ACQUISITION INFORMATION

The following material acquisition of subsidiaries took place during the period.


On 31 August 2018 the Group acquired the 100% equity interest in Warner & Webster Pty Limited (‘WW’). Details of the

acquisition are as follows:


Assets and liabilities acquired:


Carrying Value

A$’000

(Unaudited)

Fair value

adjustment

A$’000

(Unaudited)

Fair value on

acquisition

A$’000

(Unaudited)

Current assets


Cash and cash equivalents


1,588 - 1,588

Trade and other receivables


5,807 (200)

1

5,607

Prepayments


144 (50)

2

94

Inventories


2,992 (500)

3



2,492




Non-current assets



Property, plant and equipment


347 - 347

Deferred tax assets


- 493

4

493




Current liabilities



Trade and other payables


(5,685) (673)

5

(6,358)

Current tax payable


(43) - (43)

Employee benefits


(537) (51)

6

(588)




Non-current liabilities



Employee benefits


(235) (167)

6

(402)

Net assets acquired


4,378 (1,148) 3,230




Goodwill on acquisition


30,373

Total consideration 33,603


Less cash and cash equivalents acquired (1,588)

Net cash outflow from acquisition 32,015




1. To recognise the fair value of trade and other receivables on acquisition.

2. To recognise the fair value of prepayments on acquisition.

3. To recognise the fair value of inventories on acquisition.

4. To recognise deferred tax assets on acquisition.

5. To recognise the fair value of trade and other payables on acquisition.

6. To recognise the fair value of employee benefits on acquisition.


Due to the timing of the acquisition the above figures have not yet been finalised and are currently considered provisional.













18


EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018


9. ACQUISITION OF SUBSIDIARIES (Continued)


Goodwill arising on acquisition

Goodwill arose on the acquisition of WW because the cost of acquisition included a control premium 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 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.


WW was acquired as it is a profitable Australian healthcare distribution business which the Group believes fits strategically with

its Australian healthcare business assets.


Impact of the acquisition on the results of the Group for the period ended 31 December 2018

WW contributed $642,000 to the Group profit for the period. Group revenue for the period includes $14,314,000 in respect of

WW. Had the WW acquisition been effective at 1 July 2018 the revenue of the Group from continuing operations would have

been $3,504,576,000 and the profit for the period would have been $67,436,000.


During the period the Group also acquired the remaining equity interest in Terry White Chemmart Pty Ltd (TWC) for $46.7m. As

the Group held a greater than 50% equity share in TWC it was already considered to be a subsidiary of the Group.



10. EVENTS AFTER BALANCE DATE


Subsequent to 31 December 2018, the Board approved an interim dividend to shareholders. For further details please refer to

Note 4.





























19


EBOS GROUP LIMITED

DIRECTORY


CORPORATE HEAD OFFICE AUSTRALIA HEAD OFFICE

108 Wrights Road Level 7, 737 Bourke Street

PO Box 411 Docklands

Christchurch 8024 Melbourne 3008

New Zealand Australia

Telephone +64 3 338 0999 Telephone +61 3 9918 5555

E-mail: ebos@ebosgroup.com

Internet: www.ebosgroup.com


DIRECTORS

Mark Waller Chairman

Elizabeth Coutts Independent Director

Stuart McGregor

Sarah Ottrey Independent Director

Peter Williams



SHARE REGISTER

Computershare Investor Services Ltd Computershare Investor Services Pty Ltd

Private Bag 92119 GPO Box 3329

Auckland 1142 Melbourne, Victoria 3001

New Zealand Australia

Telephone: +64 9 488 8777 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.investorcentre.com/nz

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.

---

1

EBOS GROUP LIMITED

Appendix 4D

Interim Report for the Six Month Ended 31 December 2018


RESULTS FOR ANNOUNCEMENT TO THE MARKET


The following information is presented in accordance with ASX listing rule 4.2A.3 and should be read in

conjunction with the attached unaudited EBOS Group Limited interim report for the six months ended

31 December 2018.


1. Details of the reporting period and the previous corresponding period


Current period - the half year ended 31 December 2018

Previous corresponding period - the half year ended 31 December 2017


This report and the attached condensed consolidated interim unaudited financial statements are

presented in Australian dollars, being the Group’s presentation currency.


2. Group financial results – Half year summary




Group results

(AUD$000’s)

31 December

2018

AUD$000

(Unaudited)

31 December

2017

AUD$000

(Unaudited)

Change

%


Revenue 3,496,498 3,595,243 (2.7%)

EBITDA 122,566 126,288 (2.9%)

Depreciation and amortisation 15,248 15,759 (3.2%)

Earnings before interest and tax (EBIT) 107,318 110,529 (2.9%)

Net profit after tax (NPAT) 67,238 70,609 (4.8%)

Net Profit after tax (NPAT) attributable to the

owners of the Company


67,045


69,891


(4.1%)

Basic EPS – (cps) 44.1 46.0 (4.1%)

Net tangible asset backing per ordinary

share – ($)


($0.76)


($0.38)



Underlying EBITDA

(refer reconciliation below)

131,386 126,288 4.0%

Underlying Net profit after

tax (NPAT) attributable to the

owners of the Company

(refer reconciliation below)



72,664



69,891





4.0%


Underlying EPS – (cps)


47.8


46.0


4.0%








2

Dividends


Amount per

security

NZ Cents Per

Share

Franked

amount per

security to

30% tax rate

Interim dividend

Interim dividend – previous corresponding period

34.5c

33.0c

100%

100%

Key dates for the 2019 Interim Dividend:


Ex-dividend date: 14 March 2019

Record date: 15 March 2019 (5:00pm NZ Time)

Dividend payment date: 5 April 2019


Other comments:

The interim dividend will be imputed to 25% for New Zealand resident shareholders, and a

supplementary dividend paid to eligible non-resident shareholders.


Reconciliation of Reported vs Underlying Earnings

31

December

2018

AUD$000

(Unaudited)

31

December

2017

AUD$000

(Unaudited)

Change

%


Reported EBITDA 122,566 126,288 (2.9%)

Add back one-off costs incurred during the period

1

8,820 -

Underlying EBITDA 131,386 126,288 4.0%


Net Profit after tax (NPAT) attributable to the owners

of the Company


67,045


69,891


(4.1%)

Add back one-off costs incurred during the period

1

(net

of tax and after non-controlling interests)


5,619


-



Underlying Net Profit after tax (NPAT) attributable to

the owners of the Company


72,664


69,891


4.0%


Underlying EBITDA and Underlying Net Profit after tax attributable to the owners of the Company are

both non-GAAP measures which adjust for the effects of one-off items.


(1) One-off items comprise: M&A costs, warehouse transition and restructuring costs incurred, net of

a gain on sale of excess land held during the period.


For supplementary comments on the Group’s financial results refer to the Results Presentation and

Media Release issued 20 February 2019.




3. Entities acquired

On 31 August 2018, the Group acquired a 100% equity interest in Warner & Webster Pty Limited.

Included in the Group profit from ordinary activities after tax for the period was $642,000 attributable

to this acquisition. For further details refer to note 9 of the attached interim report.


There were no other material acquisitions during the six months ended 31 December 2018.


There were no disposals or loss of control over any entities during the six months ended 31 December

2018.





3


4. Dividends paid and declared


Amount Amount Total

Per Share Per Share Amount Date Paid/

(NZ cents) (AU cents) ($) (Payable)

_________________ _____________________ ________________________ ________________________

Dividends paid attributable

to the year ended 30 June 2018

2018 interim dividend 33.0 cents 30.7 cents $46,829,000 6 April 2018

2018 final dividend 35.5 cents 32.4 cents $49,386,000 12 October 2018

________________________________________________________________________________________________________


Dividends declared in respect

of the year ending 30 June 2019

2019 interim dividend 34.5 cents 32.8 cents $50,100,000 5 April 2019

_______________________________________________________________________________________________________


Dividends are approved by the Board in New Zealand dollars. Dividends recognised in the Statement

of Changes in Equity are converted from New Zealand dollars to Australian Dollars at the exchange

rate applicable on the date the dividend was approved. Unrecognised dividends are converted at the

exchange rate applicable on the reporting date.




5. Dividend Reinvestment Plan

The Company's dividend reinvestment plan ('DRP') will be operable for this dividend. The EBOS Board

has approved a discount of 2.5% to the Volume Weighted Average Sales Price ('VWAP') for the shares

to be issued under the DRP for the 2019 interim dividend.


Other key dates for the 2019 interim dividend:

- DRP participation election date: 18 March 2019

- DRP pricing period (calculation of VWAP): 18 March 2019 to 22 March 2019 (both inclusive)


A copy of the DRP plan document is available on the Company's website www.ebosgroup.com.




6. Associates and Joint Ventures


The Group equity accounted the following associate entities at 31 December 2018:


Name of business Proportion of shares and voting rights

_________________________________________________________________________ _________________________________________________________________

Animates NZ Holdings Limited 50%

Good Price Pharmacy Management Pty Limited 25.8%

Good Price Pharmacy Franchise Pty Limited 25.8%


Income from the individual Associates has not been separately disclosed as it is considered

immaterial. Total Income from Investments in Associates for the half year ended 31 December 2018

was $1,814,000 (2017: $1,912,000).







4

7. Foreign Entities

The condensed consolidated interim unaudited financial statements are presented in Australian

dollars and comply with International Financial Reporting Standards (“IFRS”).



8. Independent Audit Review

The condensed consolidated interim financial statements have been reviewed by an independent

Auditor, and the Auditor has given an unmodified review opinion.




























EBOS GROUP LIMITED


INTERIM REPORT

FOR THE SIX MONTHS ENDED

31 DECEMBER 2018





EBOS GROUP LIMITED

INTERIM REPORT 2019




CONTENTS Page



Summary of Consolidated Financial Highlights 1



Shareholder Calendar 1



Auditor’s Independent Review Report 2



Condensed Consolidated Income Statement 3



Condensed Consolidated Statement of Comprehensive Income 4



Condensed Consolidated Statement of Changes in Equity 5



Condensed Consolidated Balance Sheet 7



Condensed Consolidated Cash Flow Statement 8



Notes to the Condensed Consolidated Interim Financial Statements 9



Directory 19



1


EBOS GROUP LIMITED

INTERIM REPORT 2019

SUMMARY OF CONSOLIDATED FINANCIAL HIGHLIGHTS




Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)


Revenue 3,496,498 3,595,243 6,986,731


Profit before net finance costs, tax expense, depreciation and

amortisation (EBITDA)


122,566


126,288


250,052


Earnings before interest and tax expense (EBIT) 107,318 110,529 218,153


Profit before income tax expense 94,962 100,741 197,282


Profit for the period 67,238 70,609 139,269


Profit for the period attributable to owners of the Company 67,045 69,891 137,274


Equity attributable to owners of the Company 1,053,285 1,026,420 1,051,492


Earnings per share 44.1c 46.0c 90.4c


Interim dividend per share (New Zealand dollars) 34.5c 33.0c 33.0c









SHAREHOLDER CALENDAR


Interim dividend record date 15 March 2019

Interim dividend payable 5 April 2019

Release of 2019 full year results 22 August 2019

Annual General Meeting 15 October 2019














2


INDEPENDENT REVIEW REPORT TO THE SHAREHOLDERS OF EBOS GROUP LIMITED


We have reviewed the condensed consolidated interim financial statements of EBOS Group Limited and its subsidiaries (‘the Group’) which

comprise the condensed consolidated balance sheet as at 31 December 2018, and condensed consolidated income statement, condensed

consolidated statement of comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated

cash flow statement for the six months ended on that date, and a summary of significant accounting policies and other explanatory

information on pages 9 to 18.


This report is made solely to the Group’s shareholders, as a body. Our review has been undertaken so that we might state to the Group’s

shareholders those matters we are required to state to them in a review 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 Group’s shareholders as a body, for our engagement, for this

report, or for the opinions we have formed.


Board of Directors’ Responsibilities

The Board of Directors are responsible for the preparation and fair presentation of the condensed consolidated interim financial

statements, in accordance with NZ IAS 34 Interim Financial Reporting and IAS 34 Interim Financial Reporting and for such internal control

as the Board of Directors determine is necessary to enable the preparation and fair presentation of the condensed consolidated interim

financial statements that are free from material misstatement, whether due to fraud or error.


Our Responsibilities

Our responsibility is to express a conclusion on the condensed consolidated interim financial statements based on our review. We

conducted our review in accordance with NZ SRE 2410 Review of Financial Statements Performed by the Independent Auditor of the Entity

(‘NZ SRE 2410’). NZ SRE 2410 requires us to conclude whether anything has come to our attention that causes us to believe that the

condensed consolidated interim financial statements, taken as a whole, are not prepared, in all material respects, in accordance with NZ

IAS 34 Interim Financial Reporting and IAS 34 Interim Financial Reporting. As the auditor of EBOS Group Limited, NZ SRE 2410 requires that

we comply with the ethical requirements relevant to the audit of the annual financial statements.


A review of the condensed consolidated interim financial statements in accordance with NZ SRE 2410 is a limited assurance engagement.

The auditor performs procedures, primarily consisting of making enquiries, primarily of persons responsible for financial and accounting

matters, and applying analytical and other review procedures.


The procedures performed in a review are substantially less than those performed in an audit conducted in accordance with International

Standards on Auditing (New Zealand). Accordingly we do not express an audit opinion on those financial statements.


Other than in our capacity as auditor we have no relationship with or interests in the Company or its subsidiaries.



Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated interim financial

statements of the Group do not present fairly, in all material respects, the financial position of the Group as at 31 December 2018 and its

financial performance and cash flows for the six months ended on that date in accordance with NZ IAS 34 Interim Financial Reporting and

IAS 34 Interim Financial Reporting.






Chartered Accountants

19 February 2019

Christchurch, New Zealand




3

EBOS GROUP LIMITED

CONDENSED CONSOLIDATED INCOME STATEMENT

For the six months ended 31 December 2018






Notes

Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)



Revenue

2(a) 3,496,498 3,595,243 6,986,731



Income from associates

1,814 1,912 4,140



Profit before depreciation, amortisation, net finance

costs and income tax expense


122,566


126,288


250,052

Depreciation

2(b) (7,490) (8,124) (16,210)

Amortisation of finite life intangibles

2(b) (7,758) (7,635) (15,689)

Profit before net finance costs and income tax expense

107,318 110,529 218,153

Finance income

942 945 1,631

Finance costs

(13,298) (10,733) (22,502)

Profit before income tax expense

94,962 100,741 197,282

Income tax expense

(27,724) (30,132) (58,013)

Profit for the period

67,238 70,609 139,269



Profit for the period attributable to:


Owners of the Company

67,045 69,891 137,274

Non-controlling interests

193 718 1,995


67,238 70,609 139,269


Earnings per share


Basic (cents per share)

44.1 46.0 90.4

Diluted (cents per share)

44.1 46.0 90.4

























4

EBOS GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 31 December 2018



Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)



Profit for the period

67,238 70,609 139,269



Other comprehensive income


Items that may be reclassified subsequently to profit or loss:


Cash flow hedge (losses)/gains

(2,158) 882 2,060

Related income tax

714 (251) (588)

Movement on equity instruments fair valued through other


comprehensive income

(2,593) (1,610) (1,424)

Movement in foreign currency translation reserve

10,517 (11,437) (9,297)

Total comprehensive income net of tax

73,718 58,193 130,020



Total comprehensive income for the period is attributable to:


Owners of the Company

73,525 57,475 128,025

Non-controlling interests

193 718 1,995


73,718 58,193 130,020




5

EBOS GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 31 December 2018



Notes

Share

capital

A$’000


Share

based

payments

reserve

A$’000

Foreign

currency

translation

reserve

A$’000

Retained

earnings

A$’000








Cash flow

hedge

reserve

A$’000






Equity

instruments fair

valued through

other

comprehensive

income reserve

A$’000


Non-

controlling

interests

A$’000

Total

A$’000

Six months ended

31 December 2017 (unaudited):


Opening balance 763,636 466 (13,508) 264,239 (30) - 19,357 1,034,160

Profit for the period - - - 69,891 - - 718 70,609

Other comprehensive income for

the period, net of tax

-


- (11,437) - 631


(1,610) - (12,416)

Dividends 4 - - - (46,185) - - - (46,185)

Share based payments - 327 - - - - - 327

Balance at 31 December 2017 763,636 793 (24,945) 287,945 601 (1,610) 20,075 1,046,495


Year ended

30 June 2018 (unaudited):





Opening balance 763,636 466 (13,508) 264,239 (30) - 19,357 1,034,160

Profit for the year - - - 137,274 - - 1,995 139,269

Other comprehensive income for

the year, net of tax

-


- (9,297) - 1,472


(1,424)


- (9,249)

Dividends 4 - - - (93,014) - - - (93,014)

Share based payments - 1,678 - - - - - 1,678

Balance at 30 June 2018 763,636 2,144 (22,805) 308,499 1,442 (1,424) 21,352 1,072,844




6




EBOS GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Continued)

For the six months ended 31 December 2018



Notes

Share

capital

A$’000


Share

based

payments

reserve

A$’000

Foreign

currency

translation

reserve

A$’000

Retained

earnings

A$’000






Cash flow

hedge

reserve

A$’000




Equity

instruments fair

valued through

other

comprehensive

income reserve

A$’000


Non-

controlling

interests

A$’000

Total

A$’000

Six months ended

31 December 2018 (unaudited):


Opening balance 763,636 2,144 (22,805) 308,499 1,442 (1,424) 21,352 1,072,844

Profit for the period - - - 67,045 - - 193 67,238

Other comprehensive income for

the period, net of tax

-


- 10,517 - (1,444)


(2,593) - 6,480

Dividends 4 - - - (49,386) - - - (49,386)

Arising on acquisition of

remaining non-controlling

interest 9 -


-


- - -



-



(46,678) (46,678)

Share based payments - 882 - - - - - 882

Transfer of non-controlling

interest -


-


- (23,228) -


-


23,228 -

Balance at 31 December 2018 763,636 3,026 (12,288) 302,930 (2) (4,017) (1,905) 1,051,380

7

EBOS GROUP LIMITED

CONDENSED CONSOLIDATED BALANCE SHEET

As at 31 December 2018




Notes

31 Dec 18

A$’000

(Unaudited)

31 Dec 17

A$’000

(Unaudited)

30 Jun 18

A$’000

(Unaudited)

Current assets

Cash and cash equivalents


152,144


129,934


149,869

Trade and other receivables 910,318 958,354 916,861

Prepayments 9,532 8,584 9,041

Inventories 564,602 565,147 535,082

Current tax refundable


1,229


3,607


59

Other financial assets – derivatives

8

807


230


1,306

Total current assets 1,638,632 1,665,856 1,612,218


Non-current assets







Property, plant and equipment 120,934 109,446 112,166

Capital work in progress 54,452 41,137 58,329

Prepayments 68 3 -

Deferred tax assets


46,398


43,749


48,682

Goodwill


945,698


878,377


893,796

Indefinite life intangibles 123,382 117,561 121,717

Finite life intangibles 51,923 65,086 58,877

Investment in associates 38,979 34,754 37,009

Other financial assets


6,747


9,681


9,269

Total non-current assets 1,388,581 1,299,794 1,339,845

Total assets 3,027,213 2,965,650 2,952,063


Current liabilities

Trade and other payables 1,145,003 1,259,055 1,170,128

Bank loans

7

213,762 208,591 147,149

Current tax payable


14,995 19,338 11,431

Employee benefits 35,890 36,385 40,724

Other financial liabilities – derivatives 8 3,639 2,058 1,980

Total current liabilities


1,413,289 1,525,427 1,371,412


Non-current liabilities

Bank loans 7 490,370 328,258 435,121

Trade and other payables


14,406 11,944 13,484

Deferred tax liabilities


51,276 47,806 53,258

Employee benefits 6,492 5,720 5,944

Total non-current liabilities 562,544 393,728 507,807

Total liabilities


1,975,833 1,919,155 1,879,219

Net assets 1,051,380 1,046,495 1,072,844


Equity



Share capital 3 763,636 763,636 763,636

Share based payments reserve 3,026 793 2,144

Foreign currency translation reserve (12,288) (24,945) (22,805)

Retained earnings


302,930 287,945 308,499

Cash flow hedge reserve (2) 601 1,442

Equity instruments fair valued through OCI (4,017) (1,610) (1,424)

Equity attributable to owners of the company 1,053,285 1,026,420 1,051,492

Non-controlling interests (1,905) 20,075 21,352

Total equity 1,051,380 1,046,495 1,072,844


8

EBOS GROUP LIMITED

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

For the six months ended 31 December 2018






Notes

Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)



Cash flows from operating activities


Receipts from customers

3,556,358 3,654,783 7,055,426

Interest received

942 945 1,631

Dividends received from associates

959 645 859

Payments to suppliers and employees

(3,479,059) (3,525,717) (6,813,234)

Taxes paid

(25,647) (28,007) (60,044)

Interest paid

(13,298) (10,733) (22,502)

Net cash inflow from operating activities

5 40,255 91,916 162,136



Cash flows from investing activities


Sale of property, plant & equipment

98 78 155

Purchase of property, plant & equipment

(11,189) (8,658) (15,838)

Payments for capital work in progress

(5,013) (19,549) (39,750)

Payments for intangible assets

(795) (568) (2,492)

Acquisition of subsidiaries

(92,389) (1,304) (21,207)

Investment in other financial assets

(110) (10,535) (9,717)

Net cash (outflow) from investing activities

(109,398) (40,536) (88,849)



Cash flows from financing activities


Proceeds from borrowings

128,361 - 27,077

Repayment of borrowings

(9,169) (26,791) (9,003)

Dividends paid to equity holders of parent

4 (50,138) (44,947) (91,993)

Net cash inflow/(outflow) from financing activities

69,054 (71,738) (73,919)



Net (decrease) in cash held

(89) (20,358) (632)

Effect of exchange rate fluctuations on cash held during

the period


2,364


(3,910)


(3,701)

Net cash and cash equivalents at beginning of period

149,869 154,202 154,202

Net cash and cash equivalents at end of period

152,144 129,934 149,869



















9

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 31 December 2018


1. FINANCIAL STATEMENTS


These unaudited condensed consolidated interim financial statements have been prepared in accordance with Generally Accepted

Accounting Practice (“GAAP”). They comply with the New Zealand Equivalent to International Accounting Standard 34 (NZ IAS 34)

“Interim Financial Reporting” and International Accounting Standard IAS 34, as applicable for profit orientated entities. These

financial statements should be read in conjunction with the financial statements and related notes included in the Group’s Annual

Report for the year ended 30 June 2018. The numbers presented for 30 June 2018 have been audited in New Zealand dollars

however no audit opinion on the Australian dollar presentation for this period has yet been issued, this will occur when the 30 June

2019 financial statements are audited. Hence these numbers have been referred to as ‘unaudited’ in these financial statements.

Apart from the changes noted below, the accounting policies adopted are consistent with those of the previous year.


Presentation currency – change in accounting policy:

The Group’s revenues, profits and cash flows are primarily generated in Australian Dollars (AUD) and are expected to remain

principally denominated in AUD in the future. Effective from 1 July 2017 the Group changed the currency in which it presents its

financial statements from New Zealand Dollars (NZD) to AUD in order to better reflect the underlying performance of the Group. A

change in presentation currency is a change in accounting policy which is accounted for retrospectively.


Statutory financial information included in the Group’s interim financial statements for the six months ended 31 December 2017

and year ended 30 June 2018, previously reported in NZD, has been restated into AUD using the procedures outlined below:

• Assets and liabilities denominated in currencies other than AUD were translated into AUD at the closing rates of exchange on the

last day of the relevant accounting period;

• Revenues and expenses in currencies other than AUD were translated into AUD at the transaction date rate;

• Share capital and reserves were translated at the historic rates prevailing at the transaction dates; and

• In each case, the rates of exchange were consistent with those used by the Group in the relevant accounting period.


In undertaking the translation of financial statements into an Australian dollar presentation currency it was determined that

goodwill associated with the Symbion acquisition in Australia in 2013, previously denominated in New Zealand dollars, should be

denominated in Australian dollars as it aligns with the functional currency of the underlying operations of the acquired entity.

Comparative periods have been also adjusted to allow comparability between periods. This adjustment (1 July 2017: $61.6m, 31

December 2017: $39.0m and 30 June 2018: $43.6m) impacted the balance sheet only, with decreases to goodwill and equity

balances, with no impact on the income statement or cash flow statement in the comparative periods.


The Directors have not included the original amounts and the adjustment as we consider this would not be meaningful to users of

the financial statements as these financial statements are now presented in Australian dollars.


NZ IFRS 9 (2014) Financial Instruments:

Application of NZ IFRS 9 (2014) Financial Instruments, which became effective for the Group on 1 July 2018, requires an expected

credit loss model, 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 credit

risk since initial recognition. It is no longer necessary for a credit event to have occurred before credit losses are recognised.

Under NZ IFRS 9 (2014), greater flexibility has been introduced to the types of transactions eligible for hedge accounting, specifically

broadening the types of instruments that qualify as hedging instruments and the types of risk components of non-financial items

that are eligible for hedge accounting. In addition, the effectiveness test has been overhauled and replaced with the principle of an

“economic relationship”. Retrospective assessment of hedge effectiveness is also no longer required.

Impairment - Financial assets measured at amortised cost being cash and cash equivalents and trade receivables are subject to the

impairment provisions of NZ IFRS 9 (2014).

The Group applies the simplified approach to recognise lifetime expected credit losses for financial assets as required or permitted

by NZ IFRS 9 (2014). In general, the application of the expected credit loss model of NZ IFRS 9 (2014) results in earlier recognition of

credit losses and increases the amount of loss allowance recognised for those items.

Hedge Accounting - As the new hedge accounting requirements align more closely with the Group’s risk management policies, with

generally more qualifying hedging instruments and hedged items, an assessment of the Group’s current hedging relationships

indicated that they qualified as continuing hedging relationships upon application of NZ IFRS 9 (2014). Similar to the Group’s current

hedge accounting policy, the directors do not intend to exclude the forward element of foreign currency forward contracts from

designated hedging relationships.


No material impact on these financial statements has been recognised as a result of adopting this standard, other than the Group’s

equity investment in MedAdvisor Pty Ltd has been designated by the Directors as an equity instrument to be fair valued through

Other Comprehensive Income (OCI) as allowable under the standard, for both the current and comparable periods presented.


10

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 31 December 2018


1. FINANCIAL STATEMENTS (Continued)


NZ IFRS 15 Revenue from Contracts with Customers:

NZ IFRS 15 Revenue from Contracts with Customers also became effective for the Group on 1 July 2018.


Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf

of third parties. The Group recognises revenue when it transfers control of a product or service to a customer. The Group has

applied the modified approach on transitioning to NZ IFRS 15 and has applied the standard on initial application being 1 July 2018.

No material impact on these financial statements has been recognised as a result of adopting this standard.


The information is presented in thousands of Australian dollars unless otherwise stated.



2. PROFIT FROM OPERATIONS



Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)


(a)

Revenue




Community Pharmacy


1,892,192 2,018,612 3,871,426


Institutional Healthcare


1,154,850 1,148,205 2,239,592


Contract Logistics services


234,779


217,016


454,210


Consumer Products


59,618


54,396


108,616


Interdivisional eliminations


(37,247) (32,545) (65,272)


Healthcare


3,304,192 3,405,684 6,608,572


Animal care


192,306


189,559


378,159


3,496,498 3,595,243 6,986,731


Community Pharmacy

Revenue is derived from the supply of human healthcare products to pharmacies in Australia and New Zealand. Following

delivery, the customer obtains control as it has full discretion over the manner of distribution and price to sell the goods, has the

primary responsibility when on selling the goods and bears the risks of loss in relation to the goods. A receivable is recognised by

the Group when it loses control which is when the goods are delivered to the customer as this represents the point in time at

which the right to consideration becomes unconditional, as only the passage of time is required before payment is made.


Institutional Healthcare

Revenue is derived from the supply of human healthcare products to public and private hospitals, medical centres, GP clinics and

aged care facilities in Australia and New Zealand. Following delivery, the customer obtains control as it has full discretion over

the manner of distribution and price to sell the goods, has the primary responsibility when on selling the goods and bears the

risks of loss in relation to the goods. A receivable is recognised by the Group when it loses control which is when the goods are

delivered to the customer as this represents the point in time at which the right to consideration becomes unconditional, as only

the passage of time is required before payment is made.


Contract Logistics

Sales: Sales consist of the sale of human healthcare products to a wide range of healthcare customers (wholesalers, pharmacies

and medical centres). A receivable is recognised by the Group when it loses control which is when the goods are confirmed to

be on sold by the customer as this represents the point in time at which the right to consideration becomes unconditional, as

only the passage of time is required before payment is made.


Service fees: Revenue is derived from the provision of logistical services for a fee to overseas based healthcare manufacturers

for their operating activities in Australia and New Zealand. The performance obligation is satisfied either at a point in time or

over time, as applicable, at which point the right to consideration becomes unconditional, as only the passage of time is required

before payment is made.




11

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018


2. PROFIT FROM OPERATIONS (Continued)


Consumer Products

Revenue is derived from the supply of EBOS’ own branded human healthcare products, such as Red Seal, Faulding, Natures Kiss,

Quicknits and Floradix, to pharmacies and supermarkets in Australia and New Zealand and overseas distributors for export

markets. Following delivery, the customer obtains control as it has full discretion over the manner of distribution and price to sell

the goods, has the primary responsibility when on selling the goods and bears the risks of loss in relation to the goods. A

receivable is recognised by the Group when it loses control which is when the goods are delivered to the customer as this

represents the point in time at which the right to consideration becomes unconditional, as only the passage of time is required

before payment is made.


Animal care

Revenue is derived from the supply of Animal care products to pet retail and vet clinics across Australia and New Zealand.

Following delivery, the customer obtains control as it has full discretion over the manner of distribution and price to sell the

goods, has the primary responsibility when on selling the goods and bears the risks of loss in relation to the goods. A receivable is

recognised by the Group when it loses control which is when the goods are delivered to the customer as this represents the point

in time at which the right to consideration becomes unconditional, as only the passage of time is required before payment is

made.



Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)


(b)

Profit before income tax expense





Profit before income tax has been arrived at

after charging the following expenses by

nature:








One-off items (1)


(8,820) - -


Cost of sales


(3,090,157) (3,198,066) (6,196,382)


Write-down of inventory


(1,512) (645) (3,711)


Impairment on trade & other receivables


671


(523)


(1,753)


Depreciation of property, plant & equipment


(7,490)


(8,124)


(16,210)


Amortisation of finite life intangibles


(7,758) (7,635) (15,689)


Operating lease rental expenses


(21,513) (19,059) (39,685)


Donations


(15) (22) (243)


Employee benefit expense


(139,397)


(136,737)


(272,771)


Defined contribution plan expense


(8,026) (7,434) (14,967)


Other expenses


(106,977) (108,381) (211,307)


Total expenses


(3,390,994) (3,486,626) (6,772,718)


(1) One-off items comprise of merger and acquisition, warehouse transition and restructuring costs incurred, $11.7m, net of a

gain on sale of excess land held, $2.9m, during the period.














12

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018



3. SHARE CAPITAL



Six months

31 Dec 18

Six months

31 Dec 17

Year ended

30 Jun 18

No.

’000

A$’000

(Unaudited)

No.

’000

A$’000

(Unaudited)

No.

’000

A$’000

(Unaudited)



Fully paid ordinary

shares













Balance at beginning

of period


152,539 763,636 151,914 763,636 151,914 763,636

Shares issued –

September 2017


- - 625 - 625 -



152,539


763,636


152,539


763,636


152,539


763,636



4. DIVIDENDS


AUD

Six months

31 Dec 18


AUD

Six months

31 Dec 17


AUD

Year ended

30 Jun 18

Cents per

share

A$’000

(Unaudited)

Cents per

share

A$’000

(Unaudited)

Cents per

share

A$’000

(Unaudited)

Recognised amounts


Fully paid ordinary shares

Final – prior year


32.4 49,386 30.3 46,185 30.3 46,185

Interim – current year


- - - - 30.7 46,829



32.4 49,386 30.3 46,185 61.0 93,014

Unrecognised amounts



Final dividend


- - - - 32.6 49,711

Interim dividend


32.8 50,100 30.0 45,787 - -



32.8 50,100 30.0 45,787 32.6 49,711



Dividends are approved by the Board in New Zealand dollars. Dividends recognised in the Statement of Changes in Equity are

converted from New Zealand dollars to Australian Dollars at the exchange rate applicable on the date the dividend was approved.

Unrecognised dividends are converted at the exchange rate applicable on the reporting date. The Board approved an interim

dividend of 34.5 New Zealand cents per share on 19 February 2019. The record date for the dividend is 15 March 2019 and the

dividend will be paid on 5 April 2019.


The following table shows dividends approved in New Zealand dollars:


NZD


NZD


NZD

Cents per

share

Cents per

share

Cents per

share

Recognised amounts


Fully paid ordinary shares

Final – prior year


35.5 33.0 33.0

Interim – current year


- - 33.0



35.5 33.0 66.0

Unrecognised amounts



Final dividend


- - 35.5

Interim dividend


34.5 33.0 -



34.5 33.0 35.5




New Zealand dollar dividends paid to equity holders of the parent are translated into Australian dollars and disclosed in the cash

flow statement at the foreign currency exchange rate applicable on the date they are paid.

13

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018



5. NOTES TO THE CASH FLOW STATEMENT



Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)


Reconciliation of profit for the period with cash

flows from operating activities




Profit for the period


67,238 70,609 139,269




Add/(less) non-cash items:



Depreciation of property, plant and equipment


7,490


8,124


16,210

Amortisation of finite life intangibles


7,758


7,635


15,689

(Gain)/loss on sale of property, plant & equipment


(2,856) (14) 15

Income from associates


(1,814) (1,912) (4,140)

Expense recognised in respect of share based

payments


585 327 772

Deferred tax


955 (149) 908



12,118


14,011


29,454








Movements in working capital:



Trade and other receivables


6,543 32,235 73,728

Prepayments


(559) (1,130) (1,590)

Inventories


(29,520) (21,288) 8,777

Current tax refundable/(payable)


2,394 2,380 (1,979)

Trade and other payables


(24,192) (4,699) (92,073)

Provision for employee benefits


(4,286) (2,312) 2,251

Foreign currency translation of opening working

capital balances


555 2,783 1,663



(49,065) 7,969 (9,223)




Working capital items relating to investing activities


4,152 (673) 1,652

Working capital items acquired on acquisition


5,812 - 984








Net cash inflow from operating activities


40,255 91,916 162,136


















14

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018



6. SEGMENT INFORMATION


(a) Products and services from which reportable segments derive their revenues

The Group’s reportable segments under NZ IFRS 8 are as follows:


Healthcare: Incorporates the sale of human healthcare products to Consumer Pharmacy, Institutional Healthcare, Contract

Logistics and Consumer Products customers.


Animal care: Incorporates the sale of animal care products in a range of sectors, own brands, retail and wholesale activities.


Corporate: Includes net financing costs and central administration expenses that have not been allocated to either the

healthcare or animal care segments.


(b) Segment revenues and results

The following is an analysis of the Group’s revenue and results by reportable segment:



Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)


Revenue from external customers


Healthcare

3,304,192 3,405,684 6,608,572

Animal care

192,306 189,559 378,159


3,496,498 3,595,243 6,986,731

Segment result (EBITDA)


Healthcare (1)

104,270 109,419 216,579

Animal care

24,319 22,183 45,655

Corporate (1)

(6,023) (5,314) (12,182)


122,566 126,288 250,052

Segment expenses


Healthcare:


Depreciation of property, plant and equipment

(7,111) (7,652) (15,326)

Amortisation of finite life intangibles

(6,679) (6,428) (13,273)

Income tax expense

(26,541) (28,834) (55,163)


(40,331) (42,914) (83,762)

Animal care:


Depreciation of property, plant and equipment

(379) (472) (884)

Amortisation of finite life intangibles

(1,079) (1,207) (2,416)

Income tax expense

(6,408) (5,735) (11,870)


(7,866) (7,414) (15,170)

Corporate:


Net finance costs

(12,356) (9,788) (20,871)

Income tax credit

5,225 4,437 9,020


(7,131) (5,351) (11,851)

Profit for the period


Healthcare (1)

63,939 66,505 132,817

Animal care

16,453 14,769 30,485

Corporate (1)

(13,154) (10,665) (24,033)


67,238 70,609 139,269


(1) Includes one-off (net) costs of $8.8m for the six months to 31 December 2018, the after tax impact of these costs was

$6.2m for the period (December 2017: nil, June 2018: nil).

15

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018



6. SEGMENT INFORMATION (Continued)


The accounting policies of the reportable segments are consistent with the Group’s accounting policies. Segment result

represents profit before depreciation, amortisation, net finance costs and tax. This is the measure reported to the chief

operating decision maker for the purposes of resource allocation and assessment of segment performance.


(c) Segment assets

The following balance sheet and cash flow items are not allocated to operating segments as they are not reported to the

chief operating decision maker at a segment level:

- Assets

- Liabilities

- Capital expenditure


(d) Revenues from major products and services

The Group’s major products and services are transacted the same as its reportable segments i.e. healthcare, animal care and

corporate.


(e) Geographical information

The Group operates in two principal geographical areas; New Zealand (country of domicile) and Australia.


The Group’s revenue from external customers by geographical location (of the reportable segment) and information about its

segment assets (non-current assets excluding investments in associates and deferred tax assets) are detailed below:


Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)


Revenue from external customers


New Zealand

784,418 722,118 1,458,141

Australia

2,712,080 2,873,125 5,528,590


3,496,498 3,595,243 6,986,731


Non-current assets


New Zealand

290,966 264,292 280,746

Australia

1,012,238 956,999 973,408


1,303,204 1,221,291 1,254,154


(f) Information about major customers

No revenues from transactions with a single customer amount to 10% or more of the Group’s revenues (December 2017: Nil,

June 2018: Nil).



7. BANK FACILITY AND BORROWINGS


The Group fully complies with and operates within the financial covenants under the arrangements with its bankers. At 31

December 2018 the Group had unutilised term and working capital facilities of $143.6m (December 2017: $12.1m, June 2018:

$121.6m).

The Group also has a trade debtor securitisation facility of which $186.2m was unutilised at 31 December 2018 (December 2017:

$294.1m, June 2017: $252.8m).







16

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018


7. BANK FACILITY AND BORROWINGS (Continued)


As at 31 December 2018, the maturity profile of the Group’s term debt and securitisation facilities was:



Facility Amount Maturity

Term debt and working capital facilities $190.4m 1-2 years

Term debt facilities $150.6m 2-3 years

Term debt facilities $293.0m 4-5 years

Securitisation facility $400.0m 2-3 years



8. FINANCIAL INSTRUMENTS


The Group enters into foreign currency forward exchange contracts to hedge trading transactions, including anticipated

transactions, denominated in foreign currencies and uses interest rate swaps to manage cash flow interest rate risk.


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. The Group designates certain derivatives as cashflow hedges of highly probable forecast

transactions.





Fair value of derivative financial instruments

Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)


Other financial assets – derivatives:


Foreign currency forward exchange contracts

807 199 1,289

Interest rate swaps

- 31 17


807 230 1,306



Other financial liabilities – derivatives:


Foreign currency forward exchange contracts

(182) (175) -

Interest rate swaps

(3,457) (1,883) (1,980)


(3,639) (2,058) (1,980)


The Group has categorised these derivatives, both financial assets and financial liabilities, as Level 2 under the fair value

hierarchy contained within NZ IFRS 13.


The fair value of foreign currency forward exchange contracts is determined using a discounted cashflow valuation. Key inputs

include 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 cashflow 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.


There have been no changes in valuation techniques used for either foreign currency forward exchange contracts or interest rate

swaps during the current reporting period.


On 24 October 2017, the group acquired a 14.1% equity interest in MedAdvisor Ltd (ASX:MDR) for $11.2m. This investment has

been classified as an equity instrument fair valued through Other Comprehensive Income and has been valued using level 1

under the fair value hierarchy, therefore using the listed share price to determine fair value at the reporting date. This

investment was previously classified as an Available for Sale financial instrument in accordance with NZ IAS 39.


There were no transfers between fair value hierarchy levels during either the current or prior periods.

17

EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018



9. ACQUISITION INFORMATION

The following material acquisition of subsidiaries took place during the period.


On 31 August 2018 the Group acquired the 100% equity interest in Warner & Webster Pty Limited (‘WW’). Details of the

acquisition are as follows:


Assets and liabilities acquired:


Carrying Value

A$’000

(Unaudited)

Fair value

adjustment

A$’000

(Unaudited)

Fair value on

acquisition

A$’000

(Unaudited)

Current assets


Cash and cash equivalents


1,588 - 1,588

Trade and other receivables


5,807 (200)

1

5,607

Prepayments


144 (50)

2

94

Inventories


2,992 (500)

3



2,492




Non-current assets



Property, plant and equipment


347 - 347

Deferred tax assets


- 493

4

493




Current liabilities



Trade and other payables


(5,685) (673)

5

(6,358)

Current tax payable


(43) - (43)

Employee benefits


(537) (51)

6

(588)




Non-current liabilities



Employee benefits


(235) (167)

6

(402)

Net assets acquired


4,378 (1,148) 3,230




Goodwill on acquisition


30,373

Total consideration 33,603


Less cash and cash equivalents acquired (1,588)

Net cash outflow from acquisition 32,015




1. To recognise the fair value of trade and other receivables on acquisition.

2. To recognise the fair value of prepayments on acquisition.

3. To recognise the fair value of inventories on acquisition.

4. To recognise deferred tax assets on acquisition.

5. To recognise the fair value of trade and other payables on acquisition.

6. To recognise the fair value of employee benefits on acquisition.


Due to the timing of the acquisition the above figures have not yet been finalised and are currently considered provisional.













18


EBOS GROUP LIMITED

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Continued)

For the six months ended 31 December 2018


9. ACQUISITION OF SUBSIDIARIES (Continued)


Goodwill arising on acquisition

Goodwill arose on the acquisition of WW because the cost of acquisition included a control premium 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 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.


WW was acquired as it is a profitable Australian healthcare distribution business which the Group believes fits strategically with

its Australian healthcare business assets.


Impact of the acquisition on the results of the Group for the period ended 31 December 2018

WW contributed $642,000 to the Group profit for the period. Group revenue for the period includes $14,314,000 in respect of

WW. Had the WW acquisition been effective at 1 July 2018 the revenue of the Group from continuing operations would have

been $3,504,576,000 and the profit for the period would have been $67,436,000.


During the period the Group also acquired the remaining equity interest in Terry White Chemmart Pty Ltd (TWC) for $46.7m. As

the Group held a greater than 50% equity share in TWC it was already considered to be a subsidiary of the Group.



10. EVENTS AFTER BALANCE DATE


Subsequent to 31 December 2018, the Board approved an interim dividend to shareholders. For further details please refer to

Note 4.





























19


EBOS GROUP LIMITED

DIRECTORY


CORPORATE HEAD OFFICE AUSTRALIA HEAD OFFICE

108 Wrights Road Level 7, 737 Bourke Street

PO Box 411 Docklands

Christchurch 8024 Melbourne 3008

New Zealand Australia

Telephone +64 3 338 0999 Telephone +61 3 9918 5555

E-mail: ebos@ebosgroup.com

Internet: www.ebosgroup.com


DIRECTORS

Mark Waller Chairman

Elizabeth Coutts Independent Director

Stuart McGregor

Sarah Ottrey Independent Director

Peter Williams



SHARE REGISTER

Computershare Investor Services Ltd Computershare Investor Services Pty Ltd

Private Bag 92119 GPO Box 3329

Auckland 1142 Melbourne, Victoria 3001

New Zealand Australia

Telephone: +64 9 488 8777 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.investorcentre.com/nz

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.

---

Reporting period
Previous reporting period

Amount

$AUD'000

(Unaudited)

Percentage

change

3,496,498 -2.7%

122,566 -2.9%

15,248 -3.2%

107,318 -2.9%

67,045 -4.1%

67,045 -4.1%

131,386 4.0%

72,664 4.0%

44.1 -4.1%

47.8 4.0%

122,566 -2.9%

8,820

131,386 4.0%

67,045 -4.1%

5,619

72,664 4.0%

Amount perImputed amount

securityper security

34.503.35

Record date

Payment date

This YearLast Year

Net asset backing per share$6.89$6.86

Net tangible asset backing per share-$0.76-$0.38

Comments:

This report is based on the consolidated interim unaudited financial statements that have been the subject of a review

by the Group's auditor, who has issued an unmodified review opinion on the interim financial statements for the period ended

31 December 2018.

For further commentary on the Group's financial performance for the period, refer to the attached Results Presentation and

Media release. It provides further detail and explanatory commentary on the operating and financial performance of the Group for

the period ended 31 December 2018.

The Company's dividend reinvestment plan ('DRP') will be operable for this dividend. The EBOS Board has approved a

discount of 2.5% to the Volume Weighted Average Sales Price ('VWAP') for the shares to be issued under the DRP for the

2019 interim dividend.

Other key dates for the 2019 interim dividend:

DRP participation election date:18 March 2019

DRP pricing period (calculation of VWAP):18 March 2019 to 22 March 2019

(both inclusive)

A copy of the DRP plan document is available on the Company's website www.ebosgroup.com.

Appendix 1

Underlying EBITDA and Net Profit attributable to members are both non-GAAP measures representing earnings after the effects of one-

off items.

(1) One-off items comprise: M&A costs, warehouse transition and restructuring costs incurred, net of a gain on sale of excess land held

during the period.

Interim dividend (NZ cents per share)

15 March 2019

5 April 2019

EBOS GROUP LIMITED

Results for announcement to the market

6 months to 31 December 2018

6 months to 31 December 2017

Revenue from ordinary activities

Earnings before interest, tax, depreciation and amortisation (EBITDA)

Depreciation and amortisation

Earnings before interest and tax (EBIT)

Profit from ordinary activities after tax attributable to members

Net profit for the period attributable to members

Underlying Earnings before interest, tax, depreciation and amortisation (EBITDA)

Reported Net Profit attributable to members

Add back one-off costs (1) incurred during the period, net of tax and non-controlling interests

Underlying Net Profit attributable to the members of the Company

Underlying Net profit for the period attributable to members

Earnings and diluted earnings per share (cents)

Underlying Earnings and diluted earnings per share (cents)

Reconciliation of Reported vs Underlying Earnings

Underlying Earnings before interest, tax, depreciation and amortisation (EBITDA)

Reported Earnings before interest, tax, depreciation and amortisation (EBITDA)

Add back one-off costs (1) incurred during the period

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one

(Please provide any other relevant

NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)

For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

non-renouncable

change

v

whether:

Interim

v

YearSpecialDRP Applies

v

EXISTING securities affected by this

If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

ORexplanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.

Source of

Amount per securityPayment

(does not include any excluded income)

Excluded income per security

(only applicable to listed PIEs)

SupplementaryAmount per security

Currencydividendin dollars and cents

details -

NZSX Listing Rule 7.12.7

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FWP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the NZSX Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

Interest Payable, Exercise Date,

Conversion Date. In the case

of applications this must be the

last business day of the week.

Notice DateAllotment Date

Entitlement letters, call notices,For the issue of new securities.

conversion notices mailedMust be within 5 business days

of application closing date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:Security Code:

Cease Quoting Old Security 5pm:

Janelle CainDIRECTORS RESOLUTION

EMAIL: announce@nzx.com

Notice of event affecting securities

EBOS GROUP LIMITED

19

TBA - DRP & 2.5% discount to VWAP

ORDINARY SHARES

+ 61 3 9918 5370+61 3 9918 5599192

NZEBOE0001S6

ORDINARY SHARESNZEBOE0001S6

In dollars and cents

Interim Dividend ex Retained Earnings

$0.345000

Enter N/A if not

applicable

$$0.091377$0.033542

$

New Zealand Dollars$0.015221

$52.6m

Date Payable

5 April, 2019

15 March, 20195 April, 2019

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.