Interim Report
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
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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$’000
(Unaudited)
(b) Profit before income tax expense
Profit before income tax has been arrived at after charging the following
expenses by nature:
One-off items
(1)
(8,820)--
Cost of sales(3,090,157)(3,198,066)(6,196,382)
Write-down of inventory(1,512)(645)(3,711)
Impairment on trade and other receivables671(523)(1,753)
Depreciation of property, plant and equipment(7,490)(8,124)(16,210)
Amortisation of finite life intangibles(7,758)(7,635)(15,689)
Operating lease rental expenses(21,513)(19,059)(39,685)
Donations (15)(22)(243)
Employee benefit expense(139,397)(136,737)(272,771)
Defined contribution plan expense(8,026)(7,434)(14,967)
Other expenses(106,977)(108,381)(211,307)
Total expenses(3,390,994)(3,486,626)(6,772,718)
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4. Dividends
AUD
Cents
per share
Six months
31 Dec 18
A$’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.
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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)
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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
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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)
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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)
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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.