EBOS Group Limited/Announcement
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Interim Report

Earnings Results24 March 2019EBOHealthcare

2019 Interim Report
31 December 2018

We believe that by
helping others we are

stronger together, building

better communities through

our ongoing commitment

to the provision of high

quality healthcare and

animal care products.

Symbion Brisbane pharmaceutical
distribution facility

4
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Symbion Brisbane pharmaceutical

distribution facility

half year 2019 at a glance
Financial HighlightsBusiness Highlights

20172018201620152014

FIVE YEAR REVENUE TREND

For the six months ended 31 December ($millions)

3,595

3,496

3,767

3,101

2,661

State-of-the-art

Symbion

distribution

centre opened

in Brisbane,

Queensland.

$57m

New $15 million facility

Acquisition of

head lice remedy

Quitnits.

Moved to 100%

ownership of

TerryWhite Group.

Acquisition of

veterinary supplies

business Therapon.

Acquisition of

medical equipment

supplier Warner

& Webster.

for Healthcare Logistics in Sydney,

New South Wales servicing the

pre-wholesale market.

+ $3.5 billion revenue

+ $122.6 million EBITDA

+ $67.0 million net profit after tax

+ 44.1 cents earnings per share

+ 34.5 NZ cents dividend per share for the period

All figures are in Australian dollars, unless otherwise stated.

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We are pleased to present the interim

report for the six months to 31 December

2018, after what has been a very active first

half as we continue to grow the Group.

Key highlights of the first half included:

• Opening our new world-class, highly

automated Distribution Centre in

Brisbane and commencing operations at

our major new Contract Logistics facility

in Sydney.

• Signing a 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 July 2019.

• Several strategic acquisitions for a total

investment of $92.5 million being:

• Our move to 100% ownership of the

Terry White Group;

• The acquisition of Warner & Webster,

a medical and surgical supplies wholesaler

servicing Victoria and South Australia;

• The acquisition of Therapon, a Victorian

based veterinary distribution business;

and

• The acquisition of Quitnits, a leading,

trusted head lice products brand in

Australia.

Our investment in the new Brisbane

and Sydney facilities will lead to further

gains in productivity and helps position

the business to benefit from the extra

volumes generated by the CWG contract,

which will materially add to earnings

from FY20. Furthermore, our move to

100% ownership of the Terry White Group

ensures that our strong relationship and

heritage with this brand and its member

partners will continue into the future.

The Group generated revenue for

the half year of $3.5 billion, down 2.7%

primarily due to a reduction in hepatitis

C medicine sales and the impact of the

Pharmaceutical Benefits Scheme (PBS)

price reforms in Australia. Revenue

excluding hepatitis C medicine sales and

the impact of PBS price reforms grew by

$153 million or 4.6%.

Our underlying earnings, excluding one

off costs, before net finance costs, tax,

depreciation and amortisation (EBITDA)

increased by $5.1 million or 4.0% to $131.4

million with Animal Care recording growth

of 9.6% and Healthcare improving by 3.0%.

Underlying Net Profit after Tax (NPAT)

increased by 4.0% on the previous half

year to $72.7 million, with underlying

earnings per share growth of 4.0% to

47. 8 cents.

Interim Dividend Increase

Your Directors declared an interim

dividend of NZ 34.5 cents per share,

an increase of 4.5% on the prior

corresponding period.

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 is

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.

Healthcare

The Healthcare segment generated

total revenue for the first half of

$3.3 billion and 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 $161 million or 5.9% primarily due to

the reduction in hepatitis C medicine

sales, the impact of PBS price reforms

and general market dynamics. Adjusting

for hepatitis C medicine sales and

the impact of PBS price reforms, core

revenue grew by 3.8%. Our New Zealand

business delivered a solid performance

over the period with revenue increasing

8.4% to $758.9 million and underlying

EBITDA increasing by 2.9% to $21.7 million.

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

dear shareholder

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domestic and international markets.

Also contributing to this growth were

sales from the recently acquired Gran’s

Remedy brand. We look forward to the

future contribution of another recent

acquisition, Quitnits, a leading and

trusted natural head lice brand within the

Australian grocery market.

Animal Care

Animal Care recorded very strong

EBITDA growth reflecting the strength of

our key Black Hawk and Vitapet brands.

Black Hawk in particular continues

to benefit from an increased market

presence and brand acceptance,

recording double digit revenue growth

in both the Australian and New Zealand

markets. Black Hawk remains one of

Australia and New Zealand’s fastest

growing premium pet food brands with

a leading market position in the pet

speciality retail channel.

Black Hawk sales increased by 23% in the

first half and this contributed to Animal

Care’s EBITDA increasing by 9.6% to

$24.3 million.

External Environment

Many of our businesses operate in highly

regulated markets across both New

Zealand and Australia and the effect of

PBS price reforms on our distribution

margins, 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), will continue

to actively engage with the Federal

Government and Minister for Health

with respect to addressing these matters.

Having said that we have proven our

ability over many years to deliver growth

in this environment and we trust you will

see in this Interim Report the measures

we have taken, as highlighted above,

to drive long term growth for the benefit

of our shareholders.

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 medicine sales.

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

Terry White Group, Warner & Webster,

Therapon and Quitnits. As a result of

these investments the Group’s Net

Debt/EBITDA ratio at 31 December 2018

increased to 2.16 times.

Return on Capital Employed (ROCE)

of 16.1% declined marginally from

June 2018 due to the higher investment

in net working capital.

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 for FY19 with further growth

forecast into FY20 as we commence

servicing the Chemist Warehouse

contract volumes.

Thank you again for your ongoing

support.

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John Cullity

Chief Executive Officer

Mark Waller

Chairman of Directors

Summary of consolidated financial highlights 9
Shareholder calendar 9

Condensed consolidated income statement 10

Condensed consolidated statement of comprehensive income 11

Condensed consolidated statement of changes in equity 12

Condensed consolidated balance sheet 14

Condensed consolidated cash flow statement 16

Notes to the condensed consolidated interim financial statements 17

Auditor’s independent review report 30

Directory 31

financial statements

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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

summary of consolidated financial highlights

shareholder calendar

Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)

Revenue3,496,4983,595,2436,986,731

Profit before net finance costs, tax expense, depreciation and

amortisation (EBITDA)

122,566126,288250,052

Earnings before interest and tax expense (EBIT)107,318110,529218,153

Profit before income tax expense94,962100,741197,282

Profit for the period67,23870,609139,269

Profit for the period attributable to owners of the Company67,04569,891137,274

Equity attributable to owners of the Company1,053,2851,026,4201,051,492

Earnings per share44.1c46.0c90.4c

Interim dividend per share (New Zealand Dollars)34.5c33.0c33.0c

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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)

Revenue2(a)3,496,4983,595,2436,986,731

Income from associates1,8141,9124,140

Profit before depreciation, amortisation, net finance costs

and income tax expense122,566126,288250,052

Depreciation2(b)(7,490)(8,124)(16,210)

Amortisation of finite life intangibles2(b)(7,758)(7,635)(15,689)

Profit before net finance costs and income tax expense107,318110,529218,153

Finance income9429451,631

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

Profit before income tax expense94,962100,741197,282

Income tax expense(27,724)(30,132)(58,013)

Profit for the period 67,23870,609139,269

Profit for the period attributable to:

Owners of the Company67,04569,891137,274

Non-controlling interests1937181,995

67,23870,609139,269

Earnings per share

Basic (cents per share)44.146.090.4

Diluted (cents per share)44.146.090.4

Condensed consolidated income statement

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For the six months ended 31 December 2018Six 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 period67,23870,609139,269

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:

Cash flow hedge (losses)/gains(2,158)8822,060

Related income tax714(251)(588)

Movement on equity instruments fair valued through other comprehensive income(2,593)(1,610)(1,424)

Movement in foreign currency translation reserve10,517(11,437)(9,297)

Total comprehensive income net of tax73,71858,193130,020

Total comprehensive income for the period is attributable to:

Owners of the Company73,52557,475128,025

Non-controlling interests1937181,995

73,71858,193130,020

Condensed consolidated statement of comprehensive income

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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 balance763,636466(13,508)264,239(30)-19,3571,034,160

Profit for the period---69,891--71870,609

Other comprehensive income

for the period, net of tax--(11,437)-631(1,610)-(12,416)

Dividends4---(46,185)---(46,185)

Share based payments-327-----327

Balance at 31 December 2017763,636793(24,945)287,945601(1,610)20,0751,046,495

Year ended 30 June 2018 (unaudited):

Opening balance763,636466(13,508)264,239(30)-19,3571,034,160

Profit for the year---137,274--1,995139,269

Other comprehensive income

for the year, net of tax--(9,297)-1,472(1,424)-(9,249)

Dividends4---(93,014)---(93,014)

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

Balance at 30 June 2018763,6362,144(22,805)308,4991,442(1,424)21,3521,072,844

For the six months ended 31 December 2018

Condensed consolidated statement of changes in equity

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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 balance763,6362,144(22,805)308,4991,442(1,424)21,3521,072,844

Profit for the period---67,045--19367,238

Other comprehensive income

for the period, net of tax--10,517-(1,444)(2,593)-6,480

Dividends4---(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 2018763,6363,026(12,288)302,930(2)(4,017)(1,905)1,051,380

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 equivalents152,144129,934149,869

Trade and other receivables910,318958,354916,861

Prepayments9,5328,5849,041

Inventories564,602565,147535,082

Current tax refundable1,2293,60759

Other financial assets – derivatives88072301,306

Total current assets1,638,6321,665,8561,612,218

Non-current assets

Property, plant and equipment120,934109,446112,166

Capital work in progress54,45241,13758,329

Prepayments683-

Deferred tax assets46,39843,74948,682

Goodwill945,698878,377893,796

Indefinite life intangibles123,382117,561121,717

Finite life intangibles51,92365,08658,877

Investment in associates38,97934,75437,009

Other financial assets6,7479,6819,269

Total non-current assets1,388,5811,299,7941,339,845

Total assets3,027,2132,965,6502,952,063

Condensed consolidated balance sheet

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Notes
31 Dec 18

A$’000

(Unaudited)

31 Dec 17

A$’000

(Unaudited)

30 Jun 18

A$’000

(Unaudited)

Current liabilities

Trade and other payables1,145,0031,259,0551,170,128

Bank loans7213,762208,591147,149

Current tax payable14,99519,33811,431

Employee benefits35,89036,38540,724

Other financial liabilities – derivatives83,6392,0581,980

Total current liabilities1,413,2891,525,4271,371,412

Non-current liabilities

Bank loans7490,370328,258435,121

Trade and other payables14,40611,94413,484

Deferred tax liabilities51,27647,80653,258

Employee benefits6,4925,7205,944

Total non-current liabilities562,544393,728507,807

Total liabilities1,975,8331,919,1551,879,219

Net assets1,051,3801,046,4951,072,844

Equity

Share capital3763,636763,636763,636

Share based payments reserve3,0267932,144

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

Retained earnings302,930287,945308,499

Cash flow hedge reserve(2)6011,442

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

Equity attributable to owners of the company1,053,2851,026,4201,051,492

Non-controlling interests(1,905)20,07521,352

Total equity1,051,3801,046,4951,072,844

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For the six months ended 31 December 2018NotesSix 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 customers3,556,3583,654,7837,055,426

Interest received9429451,631

Dividends received from associates959645859

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 activities540,25591,916162,136

Cash flows from investing activities

Sale of property, plant and equipment9878155

Purchase of property, plant and 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 borrowings128,361-27,077

Repayment of borrowings(9,169)(26,791)(9,003)

Dividends paid to equity holders of parent4(50,138)(44,947)(91,993)

Net cash inflow/(outflow) from financing activities69,054(71,738)(73,919)

Net (decrease) in cash held(89)(20,358)(632)

Effect of exchange rate fluctuations on cash held during the period2,364(3,910)(3,701)

Net cash and cash equivalents at beginning of period149,869154,202154,202

Net cash and cash equivalents at end of period152,144129,934149,869

Condensed consolidated cash flow statement

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For the six months ended 31 December 2018
Notes to the condensed consolidated interim financial statements

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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.

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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 Pharmacy1,892,1922,018,6123,871,426

Institutional Healthcare1,154,8501,148,2052,239,592

Contract Logistics Services234,779217,016454,210

Consumer Products59,61854,396108,616

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

Healthcare3,304,1923,405,6846,608,572

Animal Care192,306189,559378,159

3,496,4983,595,2436,986,731

Notes to the condensed consolidated interim financial statements (continued)

For the six months ended 31 December 2018

1. Financial Statements (continued)

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.

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.

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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.

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.

20
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Notes to the condensed consolidated interim financial statements (continued)

(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.

For the six months ended 31 December 2018

3. Share Capital

No.

‘000

Six months

31 Dec 18

A$’000

(Unaudited)

No.

‘000

Six months

31 Dec 17

A$’000

(Unaudited)

No.

‘000

Year ended

30 Jun 18

A$’000

(Unaudited)

Fully paid ordinary shares

Balance at beginning of period152,539763,636151,914763,636151,914763,636

Shares issued – September 2017--625-625-

152,539763,636152,539763,636152,539763,636

2. Profit from Operations (continued)

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 and other receivables671(523)(1,753)

Depreciation of property, plant and 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)

21
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4. Dividends

AUD

Cents

per share

Six months

31 Dec 18

A$’000

(Unaudited)

AUD

Cents

per share

Six months

31 Dec 17

A$’000

(Unaudited)

AUD

Cents

per share

Year ended

30 Jun 18

A$’000

(Unaudited)

Recognised amounts

Fully paid ordinary shares

Final – prior year32.449,38630.346,18530.346,185

Interim – current year----30.746,829

32.449,38630.346,18561.093,014

Unrecognised amounts

Final dividend----32.649,711

Interim dividend32.850,10030.045,787--

32.850,10030.045,78732.649,711

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 Cents

per share

NZD Cents

per share

NZD Cents

per share

Recognised amounts

Fully paid ordinary shares

Final – prior year35.533.033.0

Interim – current year--33.0

35.533.066.0

Unrecognised amounts

Final dividend--35.5

Interim dividend34.533.0-

34.533.035.5

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.

22
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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 period67,23870,609139,269

Add/(less) non-cash items:

Depreciation of property, plant and equipment7,4908,12416,210

Amortisation of finite life intangibles7,7587,63515,689

(Gain)/loss on sale of property, plant and equipment(2,856)(14)15

Income from associates(1,814)(1,912)(4,140)

Expense recognised in respect of share based payments585327772

Deferred tax955(149)908

12,11814,01129,454

Movements in working capital:

Trade and other receivables6,54332,23573,728

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

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

Current tax refundable/(payable)2,3942,380(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 balances5552,7831,663

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

Working capital items relating to investing activities4,152(673)1,652

Working capital items acquired on acquisition5,812-984

Net cash inflow from operating activities40,25591,916162,136

Notes to the condensed consolidated interim financial statements (continued)

For the six months ended 31 December 2018

Notes to the condensed consolidated interim financial statements (continued)
23

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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

Healthcare3,304,1923,405,6846,608,572

Animal Care192,306189,559378,159

3,496,4983,595,2436,986,731

Segment result (EBITDA)

Healthcare

(1)

104,270109,419216,579

Animal Care24,31922,18345,655

Corporate

(1)

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

122,566126,288250,052

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)

For the six months ended 31 December 2018
24

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Notes to the condensed consolidated interim financial statements (continued)

(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).

Six months

31 Dec 18

A$’000

(Unaudited)

Six months

31 Dec 17

A$’000

(Unaudited)

Year ended

30 Jun 18

A$’000

(Unaudited)

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 credit5,2254,4379,020

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

Profit for the period

Healthcare

(1)

63,93966,505132,817

Animal Care16,45314,76930,485

Corporate

(1)

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

67,23870,609139,269

6. Segment Information (continued)

25
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Notes to the condensed consolidated interim financial statements (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:

- Asset

- 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 Zealand784,418722,1181,458,141

Australia2,712,0802,873,1255,528,590

3,496,4983,595,2436,986,731

Non-current assets

New Zealand290,966264,292280,746

Australia1,012,238956,999973,408

1,303,2041,221,2911,254,154

(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).

For the six months ended 31 December 2018
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 2018: $252.8m).

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 contracts8071991,289

Interest rate swaps-3117

8072301,306

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)

Notes to the condensed consolidated interim financial statements (continued)

26

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Notes to the condensed consolidated interim financial statements (continued)
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.

9. Acquisition of Subsidiaries

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:

Asset 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 equivalents1,588-1,588

Trade and other receivables5,807(200)

1

5,607

Prepayments144(50)

2

94

Inventories2,992(500)

3

2,492

Non-current assets

Property, plant and equipment347-347

Deferred tax assets-493

4

493

27

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28
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For the six months ended 31 December 2018

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.

Carrying Value

A$’000

(Unaudited)

Fair Value

adjustment

A$’000

(Unaudited)

Fair Value on

acquisition

A$’000

(Unaudited)

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 acquired4,378(1,148)3,230

Goodwill on acquisition30,373

Total consideration33,603

Less cash and cash equivalents acquired (1,588)

Net cash outflow from acquisition32,015

Notes to the condensed consolidated interim financial statements (continued)

9. Acquisition of Subsidiaries (continued)

29
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Notes to the condensed consolidated interim financial statements (continued)

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.

30
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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 10 to 29.

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

Independent review report to the shareholders of EBOS Group Limited

directory
31

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CORPORATE HEAD OFFICE

108 Wrights Road

PO Box 411

Christchurch 8024

New Zealand

Telephone +64 3 338 0999

Email: ebos@ebos.co.nz

AUSTRALIA HEAD OFFICE

Level 7, 737 Bourke Street

Docklands

Melbourne 3008

Australia

Telephone +61 3 9918 5555

Email: ebos@ebosgroup.com

WEBSITE ADDRESS

www.ebosgroup.com


DIRECTORS

Mark Waller

Chairman

Elizabeth Coutts

Independent Director

Stuart McGregor

Sarah Ottrey

Independent Director

Peter Williams

SHARE REGISTER

Computershare Investor Services Ltd

Private Bag 92119

Auckland 1142

New Zealand

Telephone: +64 9 488 8777

Computershare Investor Services

Pty Ltd

GPO Box 3329

Melbourne, Victoria 3001

Australia

Telephone: 1800 501 366

MANAGING YOUR

SHAREHOLDING ONLINE:

To change your address, update your

payment instructions and to view

your Investment portfolio, including

transactions, please visit:

www.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.

www.ebosgroup.com

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.