WE ARE EBOS.
EBOS GROUP ANNUAL REPORT 2012
We Are A group of interconnected business entities thAt speciAlise in the humAn And AnimAl heAlthcAre sectors. EBOS GrOup AnnuAl rEpOrt 2012
Report from the Directors
Who is EBOS?
What we do
How we do It
Our Goal
Case Studies
Managing Director’s Review
Chairman’s Report
Financial Highlights
Board of Directors
Operational Round-Up
Corporate Governance Statement
Directors’ Report & Disclosures
Financial Statements
Directors’ Responsibility Statement
Auditor’s Report
Income Statement
Statement of Comprehensive Income
Balance Sheet
Statement of Changes in Equity
Cash Flow Statement
Notes to the Financial Statements
Additional Stock Exchange Information
Directory
Trading Entities
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EBOS GrOup | AnnuAl rE pOrt 2012
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WHO IS EBOS?
We’re a group of interconnected
business entities that specialise
in the human and animal health-
care sectors. each day, We ensure
that thousands of medical and
surgical products, pharma-
ceuticals and animal healthcare
supplies reach the people and
places they’re needed.
We’re doing this faster, smarter
and more cost-effectively each
year. there’s no other company
Quite liKe us.
$1.43bn
top 50
company
group revenue
listed on the nZ
stocK exchange
1,000+
staff headQuartered
in nZ, australia and
the pacific
EBOS GrOup | AnnuAl rE pOrt 2012
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WHAt WE DO
ebos is part of the lifeblood
of the neW Zealand healthcare
industry. our group is responsible
for a significant percentage of
product volumes supplied to both
the public and private sector.
This gives us a unique position in terms of our market offering.
It allows us to identify and develop: cost efficiencies, more
responsive delivery to market, and IT-lead enhancements.
Those benefits are available to every EBOS Group customer;
tailored to their specific needs.
WHOlESAlInG &
Supply cHAIn lOGIStIcS
We operate best-of-breed distribution systems and
electronic ordering of supplies for a wide range of
healthcare providers – hospitals, GPs, pharmacists,
aged care facilities and others. We also provide these
services to the pet care and veterinary markets.
propharma, health support and masterpet
SAlES AnD mArkEtInG
We partner with leading manufacturers to bring
to market thousands of healthcare products.
These are supported by dedicated sales teams
in every market sector.
ebos healthcare – new Zealand;
ebos healthcare – australia;
vital medical, australia; masterpet
3rD pArty/4tH pArty lOGIStIcS
We operate a “virtual company” service for
multinational pharmaceutical and medical device
companies that want an effective presence in
New Zealand without having to set up their own
operations. The service includes warehousing/
distribution, regulatory management, medicines
repackaging, contract sales teams, MIS systems,
financial services and procurement.
healthcare logistics
mAnufActurInG AnD rEtAIl
The Group has 50% ownership of the 20-store
nationwide chain of Animates retail stores. We also
manufacture a number of EBOS-owned products
(including well-known household brands Vitapet,
Antiflamme and Allersearch), in both the animal
and human healthcare markets.
masterpet (animates); beaphar animal,
antiflamme, allersearch, vitapet
4
EBOS GrOup | AnnuAl rE pOrt 2012
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HOW WE DO It
ebos group has a number of Key
strategies that have enabled us
to achieve year-on-year groWth
for the past 10 years.
Our clEAr StrAtEGIc vISIOn
The Group’s single-minded strategy is to be number
one or two in every area we contest. Our acquisitions
– a total of 18 to date – have all been meticulously
planned and executed to achieve this. We look for
businesses that have a strong fit with our core
competencies, coupled with potential to add further
value. A prime example of this is our recent
ownership of Masterpet; the largest acquisition in
the Group’s history, at $105 million.
Our DynAmIc BuSInESS mODEl
In the healthcare industry, the market landscape
is continually evolving. Global and regional trends,
public policy, and clinical advancements are just
some of the key factors driving change. EBOS Group
has an equally dynamic business model that can
meet any emerging market need. And the larger we
grow, the more nimble we become. Our various
Group entities offer a suite of proven capabilities
that can adapt to any new customer or market.
The scale of the Group also means we have
significant internal expertise – in areas such as
marketing, logistics, finance, sales or sophisticated
Information-Technology – that can be accessed by
any company in the Group.
Our ABIlIty tO SErvIcE
Any prODuct
EBOS is one of the few companies to cater for the
entire ‘product lifecycle’, and optimise the product’s
value at every stage. As a new product migrates
across the continuum from specialty status into a
commodity item, it requires different kinds of
market support. There is always an EBOS business
ready to step up. From within the Group, we can
give any product the support it needs; from
a sophisticated marketing resource, to a straight-
forward delivery channel, or anything in between.
Our mArkEt DEptH & ScAlE
EBOS is part of the lifeblood of the New Zealand
healthcare industry. Our Group is responsible for a
significant percentage of product volumes supplied
to both the public and private sector. This gives us
a unique position in terms of our market offering.
It allows us to identify and develop: cost efficiencies,
more responsive delivery to market, and IT-lead
enhancements. Those benefits are available to
every EBOS Group customer; tailored to their
specific needs. We have similar aspirations to grow
our Australian market presence.
EBOS GrOup | AnnuAl rE pOrt 2012
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Our GOAl
ebos group has
set a goal to become
a $1 billion marKet
capitalisation business
Within five years.
We Want to become
an iconic neW Zealand
brand, providing all
neW Zealanders With
an opportunity to
invest in the groWing
healthcare and animal
care marKets.
8
EBOS GrOup | AnnuAl rE pOrt 2012
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cASE StuDIES
cASE StuDIES
We deliver vital medical
supplies and pharmaceuticals
to eight District Health Boards
(DHBs), servicing almost half of
New Zealand’s population.
cOmBInED HOSpItAl BuSInESS
We’re the first storage point for
more than 50% of pharma-
ceuticals (by value) used in the
New Zealand market.
We’ve developed a fully
recyclable ‘cold chain’ packaging
system for our medical centre
customers – reducing the
amounts of packaging they
need to dispose of.
HEAltHcArE lOGIStIcS
At EBOS Healthcare NZ alone,
we process 45,000 customer
orders per year.
HEAltHcArE lOGIStIcS
EBOS HEAltHcArE nZ
There’s almost 73,000 sq
metres of combined warehouse
space in the EBOS Group (that’s
the size of about seven rugby
fields).
EBOS GrOup
Our staff donate their time and
expertise to the charity United
Way New Zealand (www.
unitedway.org.nz). EBOS is a
recognised corporate supporter
of United Way New Zealand.
EBOS GrOup
We distribute 100% of the
funded vaccines used in
medical practices – that’s
approximately 1.25 million
doses every year.
HEAltHcArE lOGIStIcS
We operate the distribution
centre for Pharmacybrands
– which provides franchised
marketing, buying and clinical
services for Unichem, Amcal,
Radius, Life and
Carecommunity pharmacies.
We also provide marketing and
buying group services to over
100 independent pharmacies
under the Vantage Gold Club
brand.
prOpHArmA
Our Infection Prevention
speciality business unit is the
Australian market leader in
single use hygienic waste
management and also an
environmentally sound option
offering water savings.
EBOS HEAltHcArE AuStrAlIA
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Each day, we’re helping New
Zealand’s aging population live more
comfortably – by supplying products
for 25,000 bed spaces in aged care
facilities across New Zealand.
We distribute the I-Stat Blood
Analyser System, which gives
clinicians immediate blood test
results at the patient’s bedside –
used in emergency departments,
theatres, and remote facilities.
EBOS HEAltHcArE nZ
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cASE StuDIES
ProPharma is the largest and
only national pharmacy
wholesaler in New Zealand.
We invest in workplace literacy
and numeracy training for our
staff – with 50 staff
participating in onsite training
programmes so far.
prOpHArmA, HEAltHcArE lOGIStIcS
AnD pWr
EBOS-owned brand Anti-
Flamme is the official linament
rub of the NZ All Whites.
WWW.AntIflAmmE.cO.nZ
We co-sponsor the NZ
Pharmacy Awards, which
recognises excellence in the
pharmacy industry.
prOpHArmA
Masterpet’s own Vitapet
brand is available in almost all
supermarkets throughout
Australia and New Zealand.
Masterpet is also the exclusive
NZ distributor of leading
premium pet food brands,
Eukanuba and Iams.
When the Waikato DHB was
looking for a single wipe that
could both clean and disinfect
hospital surfaces and equip-
ment, EBOS sourced a product
called Tuffie5TM – a unique
wipe that’s safe on skin, but
extremely toxic to viruses and
bacteria.
EBOS HEAltHcArE nZ
“EBOS has a local presence,
which is good. They’re a
friendly, approachable New
Zealand company. They haven’t
got the bureaucracy of an
international/multinational,
so they can be more flexible
and make decisions.”
clIEnt quOtE frOm InDEpEnDEnt mArkEt
rESEArcH, DEcEmBEr 2010
Nearly all Masterpet employees
own a pet themselves (and
include their pets’ names in
their work email signature!)
toni Kilvington
National Account & Farm Sales Manager
& proud parent of Bailie, Gemma, Chakaya and
Topaz the Eukanuba dogs, Buxton the Iams cat,
& Marcus the grass munching horse.
mAStErpEt
mAStErpEt
EBOS GrOup | AnnuAl rE pOrt 2012
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mAnAGInG DIrEctOr’S rEvIEW
ebos operates in enduring
business sectors With
consistently strong demand.
as the great Warren buffet
has said: “it is not necessary
to do extraordinary things to
get extraordinary results.”
Through knowing our markets,
patience, persistence and many
years of ‘hard graft’: EBOS has
achieved remarkable growth.
When we first started out, we
were one of several competitors
of similar value in the market.
It’s fair to say there’s daylight
between us and those
companies now. While most of
those remain below the $50m
revenue mark, EBOS has grown
to a $1.4 billion company.
So what have we done
differently? I think the
fundamental difference is
that EBOS has never simply
followed the market.
We’ve always preferred to read
the market. We look ahead for
global trends, analyse their
likely local impact and position
our business to capitalise
on them.
Secondly, we’re always willing
to embrace change. We’re not
wedded to old ways of doing
things. If the needs of our
market are shifting, we’ll move
to meet that. If we see a smarter
way to structure our business,
we’ll do it. Our focus has always
been on trying to add value for
our customers.
14
mArk WAllEr
chief executive
officer & managing
director
EBOS GrOup | AnnuAl rE pOrt 2012
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mAnAGInG DIrEctOr’S rEvIEW
In the past year, for instance, we’ve merged parts
of our ProPharma and Health Support entities.
We’ve changed the roles of virtually all our senior
executives, right across the business. It’s all about
keeping things fresh, moving forward, and
allowing people to play to their strengths.
Not least of all, being part of an ever-changing
industry and working with a dynamic team
keeps us highly motivated.
Yet while the structure of our business may
change, the fundamentals do not. Our business is
comprised of several different trading entities,
however EBOS Group is better understood as an
inter-connected whole.
In last year’s Annual Report, we explained how
our business model could cater for the entire lifecycle
of any healthcare product – from a breakthrough
medical device, to a commodity product.
Looking at it another way, we have the same
ability to service any type of healthcare business
or customer.
For the entrepreneurial manufacturer launching
a new product, we can provide full sales and
marketing capability. For the multinationals looking
to maintain a market presence in this part of the
world, we offer a cost-effective and successful
channel to market. For our public health bodies
in New Zealand, we provide a nationwide interface
and a just-in-time delivery model that delivers
real efficiencies.
When it comes to choosing a go-to-market
partner, all of those manufacturers have a similar
wish list. They’re looking for a company that can
offer reach, depth, scalability, and influence in the
market. If you can offer all that – as well as specific
value-adds for each customer – you become the
automatic ‘go-to-guys’ for the whole healthcare
market. Which is, in a nutshell, the EBOS
proposition.
The recent acquisition of Masterpet is a natural
fit with our strategy. This successful animal health
business had been on our radar for about 10 years.
We liked the fact that it mirrored our own core
competencies while also offering us spread across
the non-institutional, non-government funded sector.
The core values of Masterpet are similar to those
held by EBOS.
We now have a prime opportunity to leverage our
expertise into the animal health sector. Masterpet
has built an impressively strong brand in veterinary
practices, pet stores, specialty retail and grocery
with an established direct retail presence via its 50%
ownership of the Animates pet store group. We can
learn a lot about branding from their success.
Likewise, we can see where EBOS will add further
value. We’re keen to deliver further efficiencies and
expansion across the manufacturing, wholesaling,
and clinical areas.
The past year hasn’t been without challenges.
We had an isolated and highly unusual problem in
Australia with our Vital Medical business when a
small group of ex-staff set up business in opposition.
We have pursued the matter legally and reached a
satisfactory outcome. Our Pacific Islands business
also had a relatively quiet year after several years
of buoyant capital equipment sales.
To sum up, it’s been a hugely important year
for us. We completed the biggest acquisition in our
history with Masterpet. We wrapped up the sale
of our Scientific business and paid down previous
debt. We implemented internal mergers and changes
to senior management. We also signed off on
syndicated banking; a necessary step for any
business that’s growing in size and influence.
We’re now poised for the next phase of growth.
The next five years is likely to see us build breadth
of scale internationally. We will also look to develop
more depth in vertical markets, potentially into the
provision of healthcare itself.
Our goal is clearly in sight – to become a $1 billion
market capitalisation business. Ultimately, we want
to see EBOS become an iconic Kiwi brand and
household name. We are well-placed to provide the
kind of blue-chip investment that will give ordinary
investors access to the substantial and growing
healthcare market.
For those of you already involved with EBOS,
you have been a vital part of our journey so far. It’s a
pleasure to share our vision for the future with you.
Mark Waller
Chief Executive Officer
& Managing Director
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mAnAGInG DIrEctOr’S rEvIEW
another strong
year financially
Which continues
our excellent
tracK record.
$1.43bn
turnover
$105m
masterpet
acQuisition
$28.112m
cash generated
from operations
EBOS GrOup | AnnuAl rE pOrt 2012
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cHAIrmAn’S rEpOrt
reflecting on the past year,
i am reminded that much has
changed from 2011; not just the
siZe and shape of the business,
but also among the ranKs of
our shareholders, and our
management structure.
The rest is now history, as in
December we announced the
acquisition of the Masterpet
Group of companies from
private interests. This was the
largest investment we have ever
made, and it gave EBOS entry
into a new and exciting market
sector in Australia and New
Zealand. Financially we were
well prepared for this, having
exited our Scientific businesses
for a healthy profit in 2010, and
ended last year with money in
the bank and no net debt.
Nine months down the track,
we can report that we are very
pleased with this latest addition
to the Group. It augers well for
healthy growth in earnings
in the future.
What has not changed,
however, has been the delivery
of improved results for our
shareholders; and the ongoing
pursuit of underpinning growth
opportunities.
It would be fair to say that
these changes have marked a
new phase in the EBOS
journey; from being a small but
profitable business at the
beginning of the last decade,
to a top 25 NZX company with
more than 1000 employees and
a strong presence in both
Australia and New Zealand.
Last year, about this time, I
signalled that although we had
come through a period of
consolidation and ration-
alisation, our appetite for
acquisitions was still strong,
and that we were looking at a
number of opportunities.
18
rIck cHrIStIE
chairman of
directors
EBOS GrOup | AnnuAl rE pOrt 2012
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cHAIrmAn’S rEpOrt
The continued growth of the EBOS Group
necessitated some changes in our management
structure and operating systems. I am pleased to
report that, thanks to a great effort from
management, these were implemented and have
enabled us to integrate Masterpet, and grow our
existing businesses, with minimal disruption.
We have, where possible, leveraged our existing
skills across the Group. In other areas we have
acquired new talent, notably from our Masterpet
acquisition, but also to supplement and strengthen
our financial capabilities.
SHArEHOlDErS
Our shareholder base also underwent significant
change. With the exit of 10% cornerstone
shareholder Masthead from the Register, this
created the opportunity for other new shareholders
to move quickly to invest, resulting in a wider
institutional base and better coverage and liquidity.
On behalf of the Board, I would like to personally
welcome our new shareholders to the EBOS family.
rESultS
In the year ended June 2012, revenue from
continuing operations increased to $1.429bn, with
EBITDA up to $46.856m and Net Profit after
Tax to $27.949m. This was a solid result given that
we exited our Scientific businesses in 2010, saw a
contribution of only a part-year’s trading from the
Masterpet acquisition, and dealt with a number of
legal and integration expenses during a year of great
change. Operating cash flow for the year was a
healthy $28m.
BAlAncE SHEEt
Despite the very significant investment made in
Masterpet ($105m plus debt), we finished the year
with net group debt of only $87m, which emphasises
the underlying strength of our balance sheet last
year. We also took the opportunity to diversify our
banking partnerships, with the inclusion of BNZ in
a banking syndicate, led by ANZ/National Bank,
with whom we have had a long-term relationship.
Net assets increased to $209m reflecting the
Masterpet acquisition, with total assets now
approaching $658m.
DIvIDEnD
This strong financial result enabled the company
to declare a final dividend of 20.5 cents per share,
an increase of 13.9% on the final dividend of
18.0 cents per share in 2011.
BOArD
Peter Merton resigned from the Board during the
year, following a further sell-down of his
shareholdings and to pursue his growing interest
in Pharmacybrands. Mark Stewart departed as a
consequence of Masthead’s exit. I would like to
personally thank both of them for their contribution
to our meetings and to the ongoing growth of the
company. Looking to the future, we are well placed
in terms of Board diversity, with a strong mix of
skills and experience.
mAnAGEmEnt
After another successful year of growth and
financial outcomes I must commend the work of
our management team, which is very ably led by
Mark Waller. Mark personally leads our acquisition
and divestment activities, and can claim much
credit for their success. Alongside him are a very
competent team of professional advisers, with
whom we have worked for many years, and whom
we know well.
OutlOOk
EBOS operates in a healthcare environment
undergoing considerable reform, and this inevitably
creates some uncertainty regarding revenues and
margins. Nevertheless we see the reforms as an
opportunity to grow our Healthcare business
further, along with the growth potential of the
Masterpet Group in both New Zealand and
Australia. In summary, EBOS is in a strong position
to continue to grow both organically and by further
acquisition in the year ahead.
Rick Christie
Chairman of Directors
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fInAncIAl HIGHlIGHtS
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0
2007 2008 2009 2010 2011 2012
0
2007 2008 2009 2010 2011
2012
0
2007 2008 2009 2010 2011
2012
six year revenue trend
six year ebitda trend
six year continuing operations
npat trend
HIGHlIGHtS SummAry
2012
2011
2010
2009
2008
2007
Net cash inflow from operating
activities ($’000)
28,112
21,703
41,813
33,310
28,546
7,254
Shareholders’ interest ($’000)
208,601
198,796
182,790
162,039
147,304
92,195
Earnings per share from
continuing operations
Net interest bearing debt to
net interest bearing debt plus
equity
53.6c
45.4c
39.5c
41.1c
37.6c
31.7c
29.9%
Nil in Funds
1.5%
19.6%
32.0%
8.1%
EBOS GrOup | AnnuAl rE pOrt 2012
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BOArD Of DIrEctOrS
rIck cHrIStIE
MSC (HONS),
FNZID, FNZIM
Chairman of Directors
mArk WAllEr
BCOM, ACA, FNZIM
Chief Executive Officer
& Managing Director
Mark Waller has been Chief Executive Officer and
Managing Director of EBOS Group Ltd since 1987.
He is a member of the Remuneration Committee.
He is a Director of all the EBOS Group Ltd subsidiaries,
as well as being a Director of Scott Technology Ltd,
and HTS-110 Ltd (Alternate Director).
Joined the EBOS Group Ltd Board in June 2000, and
appointed Chairman in April 2003. Member of the Audit
and Risk Committee, the Remuneration Committee and
the Nomination Committee. Rick Christie is a profes-
sional director with a breadth of governance and
management experience in the oil and petrol-chemical
industries. Former Chief Executive of the diversified
investment company Rangatira Ltd, a former Managing
Director of Cable Price Downer and former Chief Executive
of Trade New Zealand. He is the Chairman of National
e-Science Infrastructure – NeSI, Director of South Port
New Zealand Ltd, NZ Pork Industry Board, Solnet
Solutions Ltd, Tourism Holdings Ltd, and Wakefield
Health Ltd. Previously Chairman of AgResearch Ltd,
Deputy Chairman of the Foundation for Research,
Science & Technology and Chairman of the Victoria
University Foundation Board of Trustees.
He is also a Fellow of the Royal Society of Arts, Manu-
facturers and Commerce in London. He is a former
Director of Television New Zealand and the New Zealand
Symphony Orchestra and a past president of
Chamber Music New Zealand.
22
BOArD Of DIrEctOrS
ElIZABEtH cOuttS
BMS, CA
Appointed to the EBOS Group Ltd Board July 2003.
She is a member of the Audit and Risk Committee and
the Nomination Committee. Elizabeth Coutts is a
professional director. She is a former Chairman of Meritec
Group, Industrial Research, and Life Pharmacy Ltd,
Director of Air New Zealand Ltd, the Health Funding
Authority and Trust Bank New Zealand, former Deputy
Chairman of Public Trust, board member of Sport and
Recreation NZ, member of the Pharmaceutical
Management Agency (Pharmac), Commissioner for both
the Commerce and Earthquake Commissions and former
external monetary policy adviser to the Governor of the
Reserve Bank of New Zealand and Chief Executive of the
Caxton Group of Companies and Carter Building Supply
Group. Her current directorships include Chair of Urwin
& Co Ltd, and Director of NZ Directories Holdings Ltd
(and subsidiaries), Ports of Auckland Ltd, Ravensdown
Fertiliser Co-operative Ltd, Sanford Ltd, Skellerup
Holdings Ltd and Tennis Auckland Region Incorporation,
and member, Marsh New Zealand Advisory Board.
She is Chair of Inland Revenue, Audit Committee.
pEtEr krAuS
MA (HONS), DIP ENG
Peter Kraus has been a Director of EBOS Group
Ltd since 1990. He is a member of the Nomination
Committee. He is a Director of Whyte Adder No.3 Ltd,
Strand Holdings Ltd, Strand Management Ltd, Herpa
Properties Ltd, Ecostore Company Ltd, Oceania
Attractions Ltd, ISL International Ltd, Hapimana
Properties Ltd and Huckleberry Farms Ltd and Trustee
of the Perpanida Trust and The Annalise Trust.
EBOS GrOup | AnnuAl rE pOrt 2012
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BOArD Of DIrEctOrS
SArAH OttrEy
BCOM
BArry WAllAcE
MCOM (HONS), CA
Appointed to the EBOS Group Ltd Board September
2006. Sarah Ottrey is a Director of Blue Sky Meats (NZ)
Ltd, Smiths City Group Ltd and Sarah Ottrey Marketing
Ltd. She is a past board member of the Public Trust.
Sarah has held senior marketing management positions
with Unilever and DB Breweries.
mArk StEWArt
BCOM
(Resigned 29 March 2012)
Appointed to the EBOS Group Ltd Board September 2008.
Mark Stewart commenced working for the PDL Group of
Companies in 1983. From 1987 to 2001 he held senior
executive roles and had directorship responsibilities for a
number of companies in the PDL Group. He was Managing
Director of MasterTrade Group Ltd from July 1991 until
October 1994, gaining experience in manufacturing, sales
and marketing in the Asian and Australasian markets.
Since October 2001 he has been Managing Director of
Masthead Ltd, the private investment vehicle of the Stewart
Family. He is a director of Masthead Holdings Ltd,
Masthead Ltd, Masthead Services Ltd, Masthead
Investments Ltd, Masthead Portfolios Ltd, Masthead
Management Ltd, Windwhistle Holdings Ltd, Forwood
Forestry Ltd, Southern Excursions Ltd, Stravon Safaries
Ltd, Python Portfolios Ltd, Woodbent Hill Ltd, Laindon
Ltd, Andos Holdings Ltd, Anaconda Ltd, Proteus Group
Holdings Ltd, Medusa Ltd, Lesley Hills Holdings Ltd,
Newco No1 Ltd and Ziwipeak Ltd, and an Alternate
Director of Wakefield Health Ltd.
Appointed to the EBOS Group Ltd Board October 2001.
He is Chairman of the Audit and Risk Committee and
member of the Remuneration Committee. Barry Wallace
is a chartered accountant with a background in financial
management with Rank Xerox New Zealand Ltd and
David Reid Electronics. Barry is a former Chief Executive
of Health Support Ltd and is the financial manager for
a private group of companies. He is a Director of Allum
Management Services Ltd, Whyte Adder No.3 Ltd,
Strand Holdings Ltd, Strand Management Ltd, Herpa
Properties Ltd, Ecostore Company Ltd, Eco Tech
Solutions Ltd, Oceania Attractions Ltd, ISL
International Ltd, Hapimana Properties Ltd,
Huckleberry Farms Ltd and a Trustee of The Perpanida
Trust and The Annalise Trust.
pEtEr mErtOn
BPHArM
(Resigned 14 September 2011)
Appointed to the EBOS Group Ltd Board
September 2007. Peter Merton has worked in the retail,
manufacturing, distribution and wholesale areas of the
pharmacy industry in New Zealand, Asia and Africa since
the early eighties. In 1987 he joined Zuellig Pharma in
New Zealand where he worked for the Zuellig group and
then API until 2005. From 1997 through 2008 he was
Chief Executive Officer of PRNZ Ltd. He is Chairman
of Pharmacybrands Ltd and a Director of Cape
Healthcare Ltd, and Trustee of Pentz Trust.
The named Directors held office during the year and
with the exception of Peter Merton and Mark Stewart,
are currently Directors.
24
OpErAtIOnAl rOunD-up
the drive Within ebos group
businesses for continuous
improvement is aimed directly
at improving our customer
experience.
Our equal focus on growth initiatives compels us to
continually re-evaluate the status quo. These dynamics
create an exciting environment for change in the pursuit
of operational and strategic excellence.
Highlights
Number of acquisition opportunities evaluated
Successful Masterpet deal – our biggest ever
Innovation with new technology
Integration of Health Support into ProPharma
Information technology – latest SAP upgrade
Key customer contracts signed
Strong operating cash flow of $28m
Another record net profit performance
from continuing operations
Record earnings per share from continuing operations
EBOS GrOup | AnnuAl rE pOrt 2012
25
cOrpOrAtE GOvErnAncE StAtEmEnt
The Board and management of EBOS Group Ltd are committed
to ensuring that the Company adheres to best practice and
governance principles and maintains high ethical standards.
The Board has agreed to regularly review and assess the Company’s
governance structures to ensure they are consistent, both in form
and in substance, with best practice. These are set out in the
Company’s Corporate Governance Code, the full content of which
can be found on the Company’s website (www.ebos.co.nz). The
Board considers that the Company’s Corporate Governance policies,
practices and procedures substantially comply with the New
Zealand Exchange Corporate Governance Best Practice Code.
cODE Of EtHIcS
The EBOS Code of Ethics is the framework of
standards by which the directors and employees of
EBOS and its related companies are expected to
conduct their professional lives, and covers conflicts
of interest, receipt of gifts, confidentiality, expected
behaviour, delegated authority and compliance with
laws and policies.
rOlE Of tHE BOArD AnD mAnAGEmEnt
The Board is responsible for the direction and
supervision of the business and affairs of the
Company and the monitoring of the performance of
the Company on behalf of shareholders. The Board
also places emphasis on regulatory compliance.
Responsibility for the day-to-day management
of the Company has been delegated to the Chief
Executive Officer/Managing Director and his
management team.
BOArD cOmpOSItIOn
The Board is elected by the shareholders of EBOS
Group Ltd. At each annual meeting at least one
third of the directors retire by rotation. The Board
currently comprises the following non-executive
directors: Chairman, Rick Christie; Peter Kraus;
Elizabeth Coutts; Sarah Ottrey; and Barry Wallace.
It has one executive director Mark Waller, Chief
Executive Officer and Managing Director. Rick
Christie, Elizabeth Coutts and Sarah Ottrey have
been determined as Independent Directors, (as
defined under the NZSX Listing Rules and the
EBOS Group Ltd Corporate Governance Code).
BOArD cOmmIttEES
Specific responsibilities are delegated to the Audit
and Risk Committee, the Remuneration Committee
and the Nomination Committee. Each of these
committees has a charter setting out the
committee’s objectives, procedures, composition and
responsibilities. Copies of these charters are
available on the Company’s website.
26
cOrpOrAtE GOvErnAncE StAtEmEnt
BOArD prOcESSES
The table within the Directors’ Report shows
attendances at the board and committee meetings
during the year ended 30 June 2012.
SHArE trADInG By DIrEctOrS AnD OffIcErS
The Company has formal procedures that directors
and officers must follow when trading EBOS shares.
They must notify and obtain the consent of the
Board prior to any trading. All trading must be
conducted within two prescribed trading windows.
These periods commence from the date on which the
annual result and half-yearly results are announced
and conclude on the following 30 November and 30
April respectively.
SHArEHOlDEr pArtIcIpAtIOn
The Board aims to ensure that shareholders are
informed of all major developments affecting the
Group’s state of affairs. Information is
communicated to shareholders in the Annual
Report and the Interim Report. The Board has
adopted a policy of Continuous Disclosures that
complies with the NZSX Listing Rules. The Board
encourages full participation of shareholders at the
Annual Meeting to ensure a high level of
accountability and identification with the Group’s
strategies and goals. Investors can obtain
information on the company from its website
(www.ebos.co.nz). The site contains recent NZSX
announcements and reports.
AuDIt AnD rISk cOmmIttEE
The Audit and Risk Committee provides the Board
with assistance in fulfilling its responsibilities to
shareholders, the investment community and others
for overseeing the Company’s financial statements,
financial reporting processes, internal accounting
systems, financial controls, and annual external
financial audit and EBOS’s relationship with its
external auditor. In addition, the Audit and Risk
Committee is responsible for the establishment of
policies and procedures relating to risk oversight,
identification, management and control. Members
of the Audit and Risk Committee are Barry Wallace
(Chairman), Rick Christie and Elizabeth Coutts.
rEmunErAtIOn cOmmIttEE
The Remuneration Committee provides the Board
with assistance in establishing relevant
remuneration policies and practices for directors,
executives and employees. Members of the
Remuneration Committee are Rick Christie
(Chairman), Barry Wallace and Mark Waller.
nOmInAtIOn cOmmIttEE
The procedure for the appointment and removal of
directors is ultimately governed by the Company’s
Constitution. A director is appointed by ordinary
resolution of the shareholders although the Board
may fill a casual vacancy. The Board has delegated
to the Nomination Committee the responsibility for
recommending candidates to be nominated as a
director on the Board and candidates for the
committees. When recommending candidates to act
as director, the Nomination Committee takes into
account such factors as it deems appropriate,
including the experience and qualifications of the
candidate. The current members of the Nomination
Committee are Rick Christie (Chairman), Elizabeth
Coutts and Peter Kraus. The majority of the
members of the Nomination Committee are
independent.
EBOS GrOup | AnnuAl rE pOrt 2012
27
DIrEctOrS’ rEp Ort & DISclOSurES
Your Directors are pleased to submit to shareholders their report
and financial statements for the year ended 30 June 2012.
prIncIpAl ActIvItIES
EBOS Group Limited (the Company) is listed on
the NZSX board of the New Zealand Exchange
(NZX) under the securities code EBO. The
Company operated in two business segments up
until 1 September 2010, being Healthcare and
Scientific. Healthcare incorporates the sale of
healthcare products in a range of sectors, own
brands, retail healthcare and wholesale activities,
and logistics. The Scientific segment incorporated
the sale of laboratory consumables, life sciences
equipment and technical support to industry
and research laboratories.
The Scientific segment was sold on 1 September
2010. The Company operated in one business
segment, being Healthcare from September 2010
until December 2011. In December 2011 the
company acquired the Masterpet Group which
represents a separate business segment from
Healthcare, being Animal care. Animal care
incorporates the sale of animal care products
in a range of sectors, own brands, retail and
wholesale activities.
ISSuED cApItAl
As at 30 June 2012 the Company had on issue
52,107,487 ordinary fully paid shares.
GrOup rESultS
Group operating revenue from continuing oper-
ations was $1.429bn in the year ended 30 June 2012
(2011 $1.344bn). Operating profit before finance
costs and tax from continuing operations
of $43.1m (2011 $37.7m) was earned for the year
ended 30 June 2012. The net profit for the year after
interest and tax was $27.9m (2011 $31.6m including
$8.2m from profit on sale of discontinued
operations). Earnings per share from continuing
operations were 53.6 cents (2011 45.4 cents).
Cash flow of $28.1m (2011 $21.7m) was generated
from operating activities.
DIvIDEnDS
The Directors approved a final dividend of 20.5
cents per share making a total of 34.0 cents per
share for the year (2011 51.5 cents per share which
included a special dividend of 20 cents following
the sale of the Scientific segment).
DIrEctOrS
Peter Merton and Mark Stewart resigned as
directors during the year. Elizabeth Coutts and
Barry Wallace retire by rotation in accordance with
the Company’s constitution and, being eligible, offer
themselves for re-election.
ISSuED cApItAl
52,107,487
shares
DIvIDEnD
20.5
cps
28
DIrEctOrS’ IntErEStS
Share dealings by Directors
The Directors have disclosed to the Board under
section 148(2) of the Companies Act 1993
particulars of acquisitions or dispositions of
relevant interest.
Disclosure of interests by Directors
In accordance with section 140(2) of the Companies
Act 1993, the directors named below have made
general disclosure of interest, by a general notice
disclosed to the Board and entered in the Company’s
interest register, as follows:
R.G.M. Christie: Chairman of National e-Science
Infrastructure – NeSI, Director of South Port New
Zealand Ltd, NZ Pork Industry Board, Solnet
Solutions Ltd, Tourism Holdings Ltd, and Wakefield
Health Ltd.
E.M. Coutts: Chair of Urwin & Co Ltd, and Director
of NZ Directories Holdings Ltd (and subsidiaries),
Ports of Auckland Ltd, Ravensdown Fertiliser
Co-operative Ltd, Sanford Ltd, Skellerup Holdings
Ltd and Tennis Auckland Region Incorporation,
and Member, Marsh New Zealand Advisory Board.
She is chair of Inland Revenue, Audit Committee.
P.F. Kraus: Director of Whyte Adder No.3 Ltd,
Strand Holdings Ltd, Strand Management Ltd,
Herpa Properties Ltd, Ecostore Company Ltd,
Oceania Attractions Ltd, ISL International Ltd,
Hapimana Properties Ltd and Huckleberry Farms
Ltd and Trustee of the Perpanida Trust and
The Annalise Trust.
DIrEctOrS’ rEp Ort & DISclOSurES
S.C. Ottrey: Director of Blue Sky Meats
(NZ) Ltd, Smiths City Group Ltd and Sarah
Ottrey Marketing Ltd.
B.J. Wallace: Director of Allum Management
Services Ltd, Whyte Adder No.3 Ltd, Strand
Holdings Ltd, Strand Management Ltd, Herpa
Properties Ltd, Ecostore Company Ltd, Eco Tech
Solutions Ltd, Oceania Attractions Ltd, ISL
International Ltd, Hapimana Properties Ltd,
Huckleberry Farms Ltd and a Trustee of The
Perpanida Trust and The Annalise Trust.
M.B. Waller: Director of EBOS Group Ltd
subsidiaries and associated companies and a
Director of Scott Technology Ltd, and HTS-110
Ltd (Alternate Director).
P.M. Merton: (Resigned 14 September 2011)
Chairman of Pharmacybrands Ltd, and Director
of Cape Healthcare Ltd, and Trustee of Pentz Trust.
M.J. Stewart: (Resigned 29 March 2012) Director
of Masthead Holdings Ltd, Masthead Ltd,
Masthead Services Ltd, Masthead Investments Ltd,
Masthead Portfolios Ltd, Masthead Management
Ltd, Windwhistle Holdings Ltd, Forwood Forestry
Ltd, Southern Excursions Ltd, Stravon Safaries Ltd,
Python Portfolios Ltd, Woodbent Hill Ltd, Laindon
Ltd, Andos Holdings Ltd, Anaconda Ltd, Proteus
Group Holdings Ltd, Medusa Ltd, Lesley Hills
Holdings Ltd, and Newco No1 Ltd and Ziwipeak
Ltd. Alternate Director of Wakefield Health Limited.
EBOS GrOup | AnnuAl rE pOrt 2012
29
DIrEctOrS’ rEp Ort & DISclOSurES
No notices from directors of the company requesting to use company information received in their capacity as directors,
which would not otherwise have been available to them.
SHArE DEAlInGS By DIrEctOrS
director
ordinary shares purchased
/(sold)
consideration paid
/(received)
date of transaction
R.G.M. Christie –
All non-beneficially held
Issue of restricted staff shares
Maturing staff shares
M.J. Stewart –
Non-beneficially held
Director of Python Portfolios Ltd
M.B. Waller –
Held by associated persons
Non-beneficially held
Issue of restricted staff shares
Maturing staff shares
8,492
(37,750)
$24,630
Nil
To 30 June 2012
March 2012
(5,307,571)
($37,152,997)
March 2012
(7,028)
($53,413)
May 2012
8,492
(37,750)
$24,630
Nil
To 30 June 2012
March 2012
DIrEctOrS’ SHArEHOlDInGS
number of fully
paid shares held as at
E.M. Coutts
- Held by associated persons
R.G.M. Christie
- Non-beneficially held –
Staff share purchase scheme
P.F. Kraus
- Held by associated persons
P.M. Merton
- Held by associated persons
S.C. Ottrey
- Held by associated persons
M.J. Stewart
- Non-beneficially held –
Director of Python Portfolios Ltd
B.J. Wallace
- Non-beneficially held –
Director of Whyte Adder No.3 Ltd/
Herpa Properties Ltd
30 june
2012
19,510
143,286
1,076
4,464,974
521,277
5,035
-
30 june
2011
19,510
172,544
1,076
4,464,974
521,277
5,035
5,307,571
4,464,974
4,464,974
M.B. Waller
- Held by associated persons
- Non-beneficially held – Staff share purchase scheme
429,040
143,286
439,005
172,544
30
DIrEctOrS’ rEp Ort & DISclOSurES
AttEnDAncE
R.G.M. Christie
P.F. Kraus
E.M. Coutts
P. M. Merton
S.C. Ottrey
M.J. Stewart
B.J. Wallace
M.B. Waller
board
audit & risk
remuneration
eligible to
attend
attended
eligible to
attend
committee
attended
eligible to
attend
committee
attended
10
10
10
2
10
6
10
10
10
9
10
1
10
6
10
10
4
-
4
-
-
-
4
4
4
-
4
-
-
-
4
3
3
-
-
-
-
-
3
3
3
-
-
-
-
-
3
3
InDEmnI ty AnD InS urAncE
In accordance with section 162 of the Companies Act 1993 and the constitution of the company, the Company has
given indemnities to, and has effected insurance for, the directors and executives of the Company and its related
companies which, except for some specific matters which are expressly excluded, indemnify and insure directors and
executives against monetary losses as a result of actions undertaken by them in the course of their duties. Specifically
excluded are certain matters, such as the incurring of penalties and fines which may be imposed for breaches of law.
DIrEctOrS’ rEmunEr AtIOn AnD OtHEr BEnEfItS
Directors’ remuneration and other benefits required to be disclosed pursuant to section 211(1) of the Companies
Act 1993 for the year ended 30 June 2012 were as follows:
R.G.M. Christie
E.M. Coutts
P.F. Kraus
P. M. Merton
S.C. Ottrey
M.J. Stewart
B.J. Wallace
M.B. Waller
(Chief Executive Officer & Managing Director)
30 june
2012
$127,500
$65,000
$60,000
$12,500
$60,000
$45,000
$67,500
Salary $480,470
*Other benefits $2,905,361
30 june
2011
$127,500
$65,000
$60,000
$60,000
$60,000
$60,000
$67,500
$470,420
$1,430,798
*Includes a one-off long term incentive; performance bonus and other emoluments.
EBOS GrOup | AnnuAl rE pOrt 2012
31
DIrEctOrS’ rEp Ort & DISclOSurES
EmplOyEE rEmunEr AtIOn
Grouped below, in accordance with Section 211 of the Companies Act 1993, are the number of employees or former
employees of the company and its subsidiaries, including those based in Australia, who received remuneration and
other benefits in their capacity as employees totalling NZ$100,000 or more during the year.
employee remuneration (nZ$)
30 june 2012
Number of employees
30 june 2011
Number of employees
100,000 – 110,000
110,000 – 120,000
120,000 – 130,000
130,000 – 140,000
140,000 – 150,000
150,000 – 160,000
160,000 – 170,000
170,000 – 180,000
180,000 – 190,000
190,000 – 200,000
200,000 – 210,000
210,000 – 220,000
220,000 – 230,000
230,000 – 240,000
250,000 – 260,000
260,000 – 270,000
270,000 – 280,000
310,000 – 320,000
330,000 – 340,000
340,000 – 350,000
350,000 – 360,000
360,000 – 370,000
380,000 – 390,000
390,000 – 400,000
460,000 – 470,000
530,000 – 540,000
550,000 – 560,000
630,000 – 640,000
680,000 – 690,000
23
17
14
5
4
4
4
1
2
3
3
2
1
-
-
1
3
1
-
-
-
-
1
-
1
-
1
-
1
16
9
11
6
2
5
6
1
3
1
1
2
-
1
1
-
1
-
1
1
2
1
-
1
-
1
-
1
-
AuDItOrS
The Company’s Auditors, Deloitte, will continue in office in accordance with the Companies Act 1993.
The Directors are satisfied that the provision of non-audit services, during the year by the auditor is compatible with
the general standard of independence for auditors imposed by the Companies Act 1993. Details of amounts paid or
payable to the auditor for non-audit services provided during the year by the auditors are outlined in note 5 to the
financial statements.
R. G. M. Christie
Chairman of Directors
21 August 2012
M. B. Waller
Chief Executive Officer
& Managing Director
32
FINaNCIaL STaTEMENTS
YEAR ENDED 30 JUNE 2012
Directors’ Responsibility Statement
Auditor’s Report
Income Statement
Statement of Comprehensive Income
Balance Sheet
Statement of Changes in Equity
Cash Flow Statement
Notes to the Financial Statements
Additional Stock Exchange Information
Directory
Trading Entities
34
35
36
36
37
38
39
40
78
79
80
33
DIRECTORS’ RESPONSIBILITY STaTEMENT
The Directors of EBOS Group Limited are pleased to present to shareholders the financial statements for EBOS Group
and its controlled entities (together the “Group”) for the year to 30 June 2012.
The Directors are responsible for presenting financial statements in accordance with New Zealand law and generally
accepted accounting practice, which give a true and fair view of the financial position of the Company and the Group
as at 30 June 2012 and the results of their operations and cash flows for the year ended on that date.
The Directors consider the financial statements of the Company and the Group have been prepared using accounting
policies which have been consistently applied and supported by reasonable judgements and estimates and that all
relevant financial reporting and accounting standards have been followed.
The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy,
the determination of the financial position of the Company and Group and facilitate compliance of the financial
statements with the Financial Reporting Act 1993.
The Directors consider that they have taken adequate steps to safeguard the assets of the Company and the Group,
and to prevent and detect fraud and other irregularities. Internal control procedures are also considered to be sufficient
to provide a reasonable assurance as to the integrity and reliability of the financial statements.
The Financial Statements are signed on behalf of the Board by:
R. G. M. Christie
Chairman of Directors
21 August 2012
M. B. Waller
Chief Executive Officer
& Managing Director
34
INDEPENDENT auDITOR’S REPORT
to thE shAREholDERs of Ebos gRoUp limitED
Report on the Financial Statements
We have audited the financial statements of Ebos group limited and group on pages 36 to 77, which comprise the
consolidated and separate balance sheets of Ebos group limited, as at 30 June 2012, the consolidated and separate
income statements, statements of comprehensive income, statements of changes in equity and cash flow statements for
the year then ended, and a summary of significant accounting policies and other explanatory information.
Board of Directors’ Responsibility for the Financial Statements
the board of Directors is responsible for the preparation of financial statements in accordance with generally accepted
accounting practice in New Zealand and that give a true and fair view of the matters to which they relate, and for such
internal control as the board of Directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities
our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with international standards on Auditing and international standards on Auditing (New Zealand). those
standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. the procedures selected depend on the auditor’s judgement, including the assessment of the risks of material
misstatement of the financial statements, whether due to fraud or error. in making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation of financial statements that give a true and fair view of the
matters to which they relate in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of accounting estimates, as well as the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
other than in our capacity as auditor and the provision of information technology services, due diligence and internal control
assurance services we have no relationship with or interests in Ebos group limited or any of its subsidiaries.
Opinion
in our opinion, the financial statements on pages 36 to 77:
• comply with generally accepted accounting practice in New Zealand;
• comply with International Financial Reporting Standards; and
• give a true and fair view of the financial position of EBOS Group Limited and group as at 30 June 2012, and their
financial performance and cash flows for the year then ended.
Report on Other Legal and Regulatory Requirements
We also report in accordance with section 16 of the financial Reporting Act 1993. in relation to our audit of the financial
statements for the year ended 30 June 2012:
• we have obtained all the information and explanations we have required; and
• in our opinion proper accounting records have been kept by EBOS Group Limited as far as appears from our
examination of those records.
Chartered Accountants
21 August 2012
Christchurch, New Zealand
this audit report relates to the financial statements of Ebos group limited and group for the year ended 30 June 2012 included on Ebos
group limited’s website. the board of directors is responsible for the maintenance and integrity of Ebos group limited’s website. We have not
been engaged to report on the integrity of Ebos group limited’s website. We accept no responsibility for any changes that may have occurred
to the financial statements since they were initially presented on the website. the audit report refers only to the financial statements named
above. it does not provide an opinion on any other information which may have been hyperlinked to/from these financial statements. if readers
of this report are concerned with the inherent risks arising from electronic data communication they should refer to the published hard copy
of the audited financial statements and related audit report dated 21 August 2012 to confirm the information included in the audited financial
statements presented on this website. legislation in New Zealand governing the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
35
INCOME STaTEMENT
for the financial Year Ended 30 June, 2012
NotEs
Group
2012
$’000
2011
$’000
Parent
2012
$’000
2011
$’000
Continuing operations
Revenue
Profit before depreciation, amortisation,
finance costs and income tax expense
Depreciation
Amortisation of finite life intangibles
Profit before finance costs and tax
finance costs
Profit before income tax
income tax
2 (a)
1,428,679
1,343,756
95,188
99,271
2 (b)
2 (b)
2 (b)
2 (b)
3
46,856
(3,674)
(94)
41,125
(3,231)
(173)
29,439
(433)
–
43,088
(6,987)
37,721
(5,148)
29,006
(4,322)
36,101
(8,152)
32,573
(9,173)
24,684
(36)
13,682
(425)
–
13,257
(3,010)
10,247
(1,118)
Profit for the year from continuing operations
27,949
23,400
24,648
9,129
Discontinued operations
profit for the year from discontinued operations
33
–
8,179
–
–
Profit for the year
27,949
31,579
24,648
9,129
Earnings per share:
From continuing and discontinued operations
basic (cents per share)
Diluted (cents per share)
From continuing operations
basic (cents per share)
Diluted (cents per share)
27
27
27
27
53.6
53.6
53.6
53.6
61.2
61.2
45.4
45.4
STaTEMENT OF COMPREHENSIVE INCOME
for the financial Year Ended 30 June, 2012
NotEs
Profit for the year
Other comprehensive income
Cash flow hedges gains
Related income tax to cashflow hedges
(losses)/gains on translation of foreign operations
Group
2012
$’000
2011
$’000
Parent
2012
$’000
27,949
31,579
24,648
22
22
22
176
(123)
(1,783)
855
(262)
1,357
343
(95)
–
2011
$’000
9,129
615
(195)
–
total comprehensive income net of tax
26,219
33,529
24,896
9,549
Notes to the financial statements are included on pages 40–77.
36
BaLaNCE SHEET
As at 30 June, 2012
Current assets
Cash and cash equivalents
trade and other receivables
prepayments
inventories
Current tax refundable
other financial assets – derivatives
Advances to subsidiaries
Total current assets
Non-current assets
property, plant and equipment
Capital work in progress
prepayments
Deferred tax assets
goodwill
indefinite life intangibles
finite life intangibles
shares in subsidiaries
investment in associate
Total non-current assets
Total assets
Current liabilities
bank overdraft
trade and other payables
finance leases
bank loans
Current tax payable
Employee benefits
other financial liabilities - derivatives
Advances from subsidiaries
Total current liabilities
Non-current liabilities
bank loans
trade and other payables
Deferred tax liabilities
finance leases
Employee benefits
Total non-current liabilities
Total liabilities
Net assets
NotEs
Group
2012
$’000
2011
$’000
6
7
8
3
9
10
11
7
3
12
13
14
15
16
18
17, 19
17
3
20
17
17
18
3
17, 19
Parent
2012
$’000
7,413
8,943
1,577
9,114
333
–
26,766
54,146
4,999
–
–
645
1,728
4,960
–
215,686
–
2011
$’000
73,130
10,183
944
8,347
–
–
1,538
94,142
4,037
–
–
693
1,728
4,960
–
110,686
–
52,646
175,712
4,540
162,997
735
109
–
99,678
152,797
2,673
121,807
1,045
–
–
396,739
378,000
23,489
9
195
7,426
180,553
30,881
279
–
18,428
16,974
–
847
4,538
114,132
23,796
32
–
–
261,260
160,319
228,018
122,104
657,999
538,319
282,164
216,246
307
275,548
534
10,156
6,988
8,412
530
–
–
259,130
5
–
3,422
4,983
815
–
302,475
268,355
–
8,131
–
4,000
–
3,018
222
29,576
44,947
129,684
3,943
10,880
1,064
1,352
146,923
57,177
4,591
8,706
6
688
107,250
–
2,026
–
–
71,168
109,276
449,398
339,523
154,223
–
8,826
–
–
643
2,218
598
54,464
66,749
28,000
–
2,038
–
–
30,038
96,787
208,601
198,796
127,941
119,459
Equity
share capital
foreign currency translation reserve
Retained earnings
Cash flow hedge reserve
Total equity
Notes to the financial statements are included on pages 40–77.
21
22
22
22
107,970
690
100,359
(418)
107,970
2,473
88,824
(471)
107,970
–
20,061
(90)
107,970
–
11,827
(338)
208,601
198,796
127,941
119,459
37
STaTEMENT OF CHaNGES IN EQuITY
for the financial Year ended 30 June, 2012
NotEs
Group
2012
$’000
2011
$’000
Parent
2012
$’000
2011
$’000
198,796
182,790
119,459
127,433
27,949
31,579
24,648
9,129
53
(1,783)
593
1,357
248
–
420
–
23
21
(16,414)
–
(19,493)
1,970
(16,414)
–
(19,493)
1,970
208,601
198,796
127,941
119,459
Equity at start of year
profit for the year
other comprehensive income:
movements in cashflow hedge reserve
movement in foreign currency translation reserve
Dividends paid to company shareholders
shares issued
Equity at end of year
Notes to the financial statements are included on pages 40–77.
38
CaSH FLOw STaTEMENT
for the financial Year ended 30 June, 2012
NotEs
Group
2012
$’000
2011
$’000
Parent
2012
$’000
2011
$’000
Cash flows from operating activities
Receipts from customers
interest received
Dividends received from subsidiaries
payments to suppliers and employees
taxes paid
interest paid
1,433,077
1,746
–
(1,391,675)
(8,049)
(6,987)
1,342,560
2,367
–
(1,306,387)
(11,689)
(5,148)
72,651
1,100
22,677
(67,030)
(1,071)
(4,322)
72,669
1,934
23,305
(66,706)
(234)
(3,010)
Net cash inflow from operating activities
26(d)
28,112
21,703
24,005
27,958
Cash flows from investing activities
sale of property, plant & equipment
Advances from subsidiaries
purchase of property, plant & equipment
payments for capital work in progress
payments for intangible assets
Advances to subsidiaries
proceeds from disposal of businesses
Advanced to jointly controlled entity
Acquisition of associates
Acquisition of subsidiaries
103
–
(3,821)
(9)
(30)
–
–
(1,057)
(18,200)
(89,915)
37
–
(3,887)
–
–
–
45,203
–
–
–
15
(24,888)
(1,457)
–
–
(25,228)
–
–
–
(105,000)
–
41,622
(212)
–
–
3,110
–
–
–
–
26(b)
16
26(a)
Net cash (outflow)/inflow from investing activities
(112,929)
41,353
(156,558)
44,520
Cash flows from financing activities
proceeds from issue of shares
proceeds from borrowings
Repayment of borrowings
Dividends paid to equity holders of parent
–
172,250
(118,501)
(16,414)
1,970
–
(3,000)
(19,493)
–
172,250
(89,000)
(16,414)
23
Net cash inflow/(outflow) from financing activities
37,335
(20,523)
66,836
Net (decrease)/increase in cash held
Effect of exchange rate fluctuations on cash held
Net cash and cash equivalents at beginning of the year
Net cash and cash equivalents at the end of the year
Cash and cash equivalents
bank overdrafts
Notes to the financial statements are included on pages 40–77.
(47,482)
143
99,678
52,339
52,646
(307)
52,339
42,533
661
56,484
99,678
99,678
–
99,678
(65,717)
–
73,130
7,413
7,413
–
7,413
1,970
–
–
(19,493)
(17,523)
54,955
–
18,175
73,130
73,130
–
73,130
39
NOTES TO THE FINaNCIaL STaTEMENTS
for the financial Year ended 30 June, 2012
1. SuMMaRY OF aCCOuNTING POLICIES
1.3 CRiTiCAL JuDGEmENTS iN APPLyiNG
ACCOuNTiNG POLiCiES
1.1 STATEmENT OF COmPLiANCE
Ebos group ltd (“the Company”) is a profit-oriented
company incorporated in New Zealand, registered
under the Companies Act 1993 and listed on the
New Zealand Exchange.
the Company operated in two business segments up
until september 2010, being healthcare and scientific –
healthcare incorporates the sale of healthcare products
in a range of sectors, own brands, retail healthcare
and wholesale activities, and logistics and scientific
incorporated the sale of laboratory consumables, life
sciences equipment and technical support to industry and
research laboratories. the scientific segment was sold in
september 2010. the Company operated in one business
segment, being healthcare, from september 2010 until
December 2011. in December 2011 the company acquired
the masterpet group which represents a separate business
segment from healthcare, being Animal care. Animal care
incorporates the sale of animal care products in a range of
sectors, own brands, retail and wholesale activities.
the Company is a reporting entity and issuer for the
purposes of the financial Reporting Act 1993 and its
financial statements comply with that Act.
the financial statements have been prepared in accordance
with generally Accepted Accounting practice in
New Zealand (‘NZ gAAp’). they comply with New Zealand
Equivalents to international financial Reporting standards
(“NZ ifRs”) and other applicable reporting standards as
appropriate for profit oriented entities.
the financial statements comply with international
financial Reporting standards (“ifRs”).
1.2 BASiS OF PREPARATiON
the financial statements have been prepared on the basis
of historical cost, except for the revaluation of certain
financial instruments.
Cost is based on the fair value of the consideration given
in exchange for assets.
Accounting policies are selected and applied in a manner
which ensures that the resulting financial information
satisfies the concepts of relevance and reliability, thereby
ensuring that the substance of the underlying transactions
or other events is reported.
the accounting policies set out below have been
applied in preparing the financial statements for the year
ended 30 June, 2012 and the comparative information
presented in these financial statements for the year ended
30 June, 2011.
the information is presented in thousands of
New Zealand dollars.
in the application of NZ ifRs management is required
to make judgements, estimates and assumptions about
carrying values of assets and liabilities that are not readily
apparent from other sources. the estimates and associated
assumptions are based on historical experience and various
other factors that are believed to be reasonable under
the circumstances, the results of which form the basis
of making the judgements. Actual results may differ from
these estimates. the estimates and underlying assumptions
are reviewed on an on-going basis. Revisions to accounting
estimates are recognised in the period in which the
estimate is revised if the revision affects only that period,
or in the period of the revision and future periods if the
revision affects both current and future periods.
Judgements made by management in the application
of NZ ifRs that have significant effects on the financial
statements and estimates with a significant risk of
material adjustments in the next year are disclosed, where
applicable, in the relevant notes to the financial statements.
Critical judgements made by management principally
relate to the identification of intangible assets such as
brands separately from goodwill, arising on acquisition of a
business or subsidiaries and the recognition of revenue on
significant contracts subject to renewal where the receipt of
cashflows does not match the services provided.
1.4 KEy SOuRCES OF ESTimATiON uNCERTAiNTy
Key sources of estimation uncertainty relate to assessment
of impairment of goodwill and indefinite life intangibles.
the group determines whether goodwill and indefinite life
intangibles are impaired at least on an annual basis. this
requires an estimation of the recoverable amount of the
cash generating units to which the goodwill and indefinite
life intangibles are allocated. the assumptions used in this
estimation of recoverable amount and the carrying amount
of goodwill and indefinite life intangibles are discussed in
notes 12 and 13. it is assumed that significant contracts
will be rolled over for each period of renewal.
the most recent impairment calculation has been used
in the current year where management considers that
the following criteria have been met: there has been little
change in the assets and liabilities of a cash generating unit
in which the most recent recoverable amount calculation
resulted in an amount that exceeded the carrying amount
of the unit by a substantial margin and where there have
been no events or changes in circumstances that would
cause only a remote chance that the current carrying
amount of the unit is impaired.
Determining the recoverable amounts of goodwill and
intangible assets requires the estimation of the effects of
uncertain future events at balance date. these estimates
involve assumptions about risk assessment to cash flows
or discount rates used, future changes in salaries and
future changes in price affecting other costs.
40
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
1.5 SPECiFiC ACCOuNTiNG POLiCiES
the following specific accounting policies have been
adopted in the preparation and presentation of the
financial statements.
a) Basis of consolidation
the consolidated financial statements are prepared by
combining the financial statements of all the entities that
comprise the group, being the Company (the parent entity)
and its subsidiaries as defined in NZ iAs-27 ‘Consolidated
and Separate Financial Statements’. A list of subsidiaries
appears in note 15 to the financial statements. Consistent
accounting policies are employed in the preparation and
presentation of the consolidated financial statements.
Acquisitions of subsidiaries and businesses are accounted
for using the acquisition method.
the cost of the acquisition is measured at the aggregate
of the fair values, at the date of exchange, of assets given,
liabilities incurred or assumed, and equity instruments
issued by the group in exchange for control of the acquiree.
Acquisition-related costs are recognised in profit or loss
as incurred.
Where applicable, the cost of acquisition includes any
asset or liability resulting from a contingent consideration
arrangement, measured at its acquisition date fair value.
subsequent changes in such fair values are adjusted
against the cost of acquisition where they qualify as
measurement period adjustments. All other subsequent
changes in the fair value of contingent consideration
classified as an asset or liability are accounted for in
accordance with relevant NZ ifRs’s. Changes in the fair
value of contingent consideration classified as equity are
not recognised.
the results of subsidiaries acquired or disposed of during
the year are included in the consolidated income statement
from the effective date of acquisition or up to the effective
date of disposal, as appropriate.
All significant inter-company transactions and balances are
eliminated on consolidation.
in the Company’s financial statements, investments
in subsidiaries are recognised at their cost, less any
adjustment for impairment.
An associate is an entity over which the group has
significant influence and that is neither a subsidiary nor
an interest in a joint venture. significant influence is the
power to participate in the financial and operating policy
decisions of the investee but is not control or joint control
over those policies.
investments in associates are incorporated in the group
financial statements using the equity method of accounting.
Under the equity method, investments in associates are
carried in the statement of financial position at cost as
adjusted for post-acquisition changes in the group’s share
of the net assets of the associate, less any impairment in
the value of individual investments. losses of an associate
in excess of the group’s interest in that associate (which
includes any long-term interests that, in substance, form
part of the group’s net investment in the associate) are
recognised only to the extent that the group has incurred
legal or constructive obligations or made payments on
behalf of the associate.
Where necessary, adjustments are made to bring the
associates accounting policies into line with those of
the group.
Any excess of the cost of acquisition over the group’s share
of the net fair value of the identifiable assets, liabilities and
contingent liabilities of the associate recognised at the
date of acquisition is recognised as goodwill. the goodwill
is included within the carrying amount of the investment
and is assessed for impairment as part of that investment.
the group’s goodwill accounting policy is set out below.
Any excess of the group’s share of the net fair value of the
identifiable assets, liabilities and contingent liabilities over
the cost of acquisition, after reassessment, is recognised
immediately in profit or loss.
Where a group entity transacts with an associate of the
group, profits and losses are eliminated to the extent
of the group’s interest in the relevant associate.
b) Goodwill
goodwill arising on the acquisition of the subsidiary is
recognised as an asset at the date that control is acquired
(the acquisition date). goodwill is measured as the excess
of the sum of the consideration transferred, the amount
of any non-controlling interest in the acquiree and the
fair value of the acquirer’s previously-held equity interest
(if any) in the acquiree over the fair value of the identifiable
net assets recognised.
if, after reassessment, the group’s interest in the fair value
of the acquiree’s identifiable net assets exceeds the sum
of the consideration transferred, the amount of any non-
controlling interests in the acquiree and the fair value of
the acquirer’s previously held equity interests (if any) in the
acquiree, the excess is recognised immediately in profit or
loss as a bargain purchase gain.
goodwill is not amortised, but is reviewed for impairment
at least annually. for the purpose of impairment testing,
goodwill is allocated to each of the group’s cash-generating
units expected to benefit from the synergies of the
combination. Cash-generating units to which goodwill has
been allocated are tested for impairment annually, or more
frequently when there is an indication that the unit may be
impaired. the recoverable amount is the higher of fair value
less cost to sell and value in use. if the recoverable amount
of the cash generating unit is less than the carrying amount
of the unit, the impairment loss is allocated first to reduce
the carrying amount of any goodwill allocated to the unit
and then to the other assets of the unit pro-rata on the
basis of the carrying amount of each asset in the unit.
Any impairment loss is recognised immediately in profit
or loss and is not subsequently reversed.
41
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
c) indefinite life intangible assets
indefinite life intangible assets represent purchased brand
names and are initially recognised at cost. such intangible
assets are regarded as having indefinite useful lives and
they are tested annually for impairment on the same basis
as for goodwill.
d) Finite life intangible assets
finite life intangible assets are recorded at cost less
accumulated amortisation. Amortisation is charged on
a straight line basis over their estimated useful life. the
estimated useful life of finite life intangible assets is 1 to 8
years. the estimated useful life and amortisation period is
reviewed at the end of each annual reporting period.
e) intangible assets acquired in a business combination
All potential intangible assets acquired in a business
combination are identified and recognised separately from
goodwill where they satisfy the definition of an intangible
asset and their fair value can be measured reliably.
f) Property, plant, and equipment
the group has five classes of property, plant and
equipment:
• Freehold land;
• Buildings;
• Leasehold improvements;
• Plant and vehicles; and
• Office equipment, furniture and fittings.
property, plant and equipment is initially recorded at cost.
Cost includes the original purchase consideration and those
costs directly attributable to bring the item of property,
plant and equipment to the location and condition for its
intended use.
After recognition as an asset property, plant and equipment
is carried at cost less accumulated depreciation and
impairment losses.
When an item of property, plant and equipment is disposed
of, any gain or loss is recognised in the income statement
and is calculated as the difference between the sale price
and the carrying value of the item.
Depreciation is provided for on a straight line basis on all
property, plant and equipment other than freehold land,
at depreciation rates calculated to allocate the assets’
cost less estimated residual value, over their estimated
useful lives.
leased assets are depreciated over the shorter of the
unexpired period of the lease and the estimated useful life
of the assets.
the following useful lives are used in the calculation of
depreciation:
20 to 50 years
• Buildings
2 to 15 years
• Leasehold improvements
• Plant and vehicles
2 to 20 years
• Office equipment, furniture and fittings 2 to 10 years
g) impairment of Assets
At each balance sheet date, the group reviews the
carrying amounts of its non current assets to determine
whether there is any indication that those assets have
suffered an impairment loss. if any such indication exists,
the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any).
Where the asset does not generate cash flows that are
independent from other assets, the group estimates the
recoverable amount of the cash-generating unit to which
the asset belongs.
Recoverable amount is the higher of fair value less costs
to sell and value in use. in assessing value in use, the
estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the
risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
if the recoverable amount of an asset (cash-generating
unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is
reduced to its recoverable amount. An impairment loss is
recognised as an expense immediately.
Where an impairment loss subsequently reverses, other
than for goodwill and indefinite life intangible assets, the
carrying amount of the asset (cash-generating unit) is
increased to the revised estimate of its recoverable amount,
but only to the extent that the increased carrying amount
does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for
the asset (cash-generating unit) in prior years. A reversal
of an impairment loss is recognised as income immediately.
impairment losses can not be reversed for goodwill and
indefinite life intangible assets.
h) Taxation
the tax currently payable is based on taxable profit for the
year. taxable profit differs from profit as reported in the
income statement because it excludes items of income and
expense that are taxable or deductible in other years and
further excludes items that are never taxable or deductible.
the group’s liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by
the balance sheet date.
Deferred tax is recognised on differences between the
carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for
using the balance sheet liability method. Deferred tax
42
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
liabilities are generally recognised for all taxable temporary
differences, and deferred tax assets are generally
recognised for all deductible temporary differences to the
extent that it is probable that taxable profits will be available
against which those deductible temporary differences can
be utilised. such assets and liabilities are not recognised
if the temporary difference arises from goodwill or from the
initial recognition (other than in a business combination)
of other assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences associated with investments in subsidiaries and
associates, except where the group is able to control the
reversal of the temporary difference and it is probable that
the temporary difference will not reverse in the foreseeable
future. Deferred tax assets arising from deductible
temporary differences associated with such investments
and interests are only recognised to the extent that it is
probable that there will be sufficient taxable profits against
which to utilise the benefits of the temporary differences
and they are expected to reverse in the foreseeable future.
the carrying amount of deferred tax assets is reviewed at
each balance sheet date and reduced to the extent that it
is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the
tax rates that are expected to apply in the period in which
the liability is settled or the asset realised, based on tax
rates and tax laws that have been enacted or substantively
enacted by the balance sheet date. the measurement
of deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner which the
group expects, at the reporting date, to recover or settle
the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there
is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income
taxes levied by the same taxation authority and the group
intends to settle its current tax assets and liabilities on a
net basis.
Current and deferred tax are recognised as an expense
or income in profit or loss, except when they relate to items
recognised in other comprehensive income or directly in
equity, in which case the tax is also recognised in other
comprehensive income or directly in equity, or where they
arise from the initial accounting for a business combination.
in the case of a business combination, the tax effect is
taken into account in calculating goodwill or in determining
the excess of the acquirer’s interest in the net fair value of
the acquiree’s identifiable assets, liabilities and contingent
liabilities over the cost of the business combination.
i) inventories
inventories are recognised at the lower of cost, determined
on a weighted average basis, and net realisable value. Cost
comprises direct materials and, where applicable, direct
labour costs and those overheads that have been incurred
in bringing the inventories to their present location and
condition. Net realisable value represents the estimated
selling price in the ordinary course of business, less all
estimated costs of completion and costs to be incurred
in marketing, selling and distribution.
j) Leases
the group leases certain plant and equipment and land
and buildings.
finance leases, which effectively transfer to the group
substantially all of the risks and benefits incident to
ownership of the leased item, are capitalised at the present
value of the minimum lease payments. the leased assets
and corresponding liabilities are recognised and the
leased assets are depreciated over the period the group
is expected to benefit from their use. lease payments are
apportioned between finance charges and reduction of the
lease obligation so as to achieve a constant rate of interest
on the remaining balance of the liability. finance charges
are charged directly to the income statement.
operating lease payments, where the lessors effectively
retain substantially all the risks and benefits of ownership
of the lease items, are included in the determination of
the net surplus in equal instalments over the period of the
lease. lease incentives received are recognised as an
integral part of the total lease payments made and also
spread on a basis representative of the pattern of benefits
expected to be derived from the leased asset.
k) Foreign Currency Translation
Functional and Presentation Currency
the financial statements of each of the group’s entities
are measured using the currency of the primary economic
environment in which the entity operates (“the functional
currency”).
the consolidated financial statements are presented in
New Zealand dollars, which is the Company’s functional
and presentation currency.
Transactions and Balances
foreign currency transactions are translated into the
functional currency using the exchange rates prevailing on
the dates of the transactions. At each balance sheet date,
monetary assets and liabilities that are denominated in
foreign currencies are retranslated at the rates prevailing on
the balance sheet date. Non-monetary assets and liabilities
that are measured in terms of historical cost in a foreign
currency are not retranslated.
Exchange differences arising on the settlement of
monetary items, and on the retranslation of monetary items,
are included in the income statement for the period.
43
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
k) Foreign Currency Translation continued
Foreign Operations
on consolidation, the assets and liabilities of the group’s
overseas operations are translated at exchange rates
prevailing at the reporting date. income and expense items
are translated at the average rates for the period. Exchange
differences arising, if any, are recognised in the foreign
currency translation reserve, and recognised in profit or loss
on disposal of the foreign operation.
goodwill and fair value adjustments arising on the
acquisition of a foreign entity are treated as assets and
liabilities of the foreign entity and translated at exchange
rates prevailing at the reporting date.
l) Goods & Services Tax
Revenues, expenses, liabilities and assets are recognised
net of the amount of goods and services tax (gst), except
for receivables and payables which are recognised inclusive
of gst.
Cash flows are included in the cash flow statement on a
net basis. the gst component of cash flows arising from
investing and financing activities which is recoverable
from, or payable to, the taxation authority is classified as
operating cash flows.
m) Financial instruments
financial assets and financial liabilities are recognised on
the group’s balance sheet when the group becomes a
party to the contractual provisions of the instrument.
Financial Assets
financial assets are classified into the following specific
categories: “financial assets at fair value through profit or
loss” (fVtpl), “held to maturity” investments, “available for
sale” (Afs) financial assets and “loans and receivables”.
the category depends on the nature and purpose of the
financial assets and is determined at initial recognition. the
categories used are set out below:
Cash & Cash Equivalents:
Cash and cash equivalents comprise cash on hand and
demand deposits, and other short-term highly liquid
investments that are readily convertible to a known amount
of cash and are subject to an insignificant risk of changes
in value.
Financial Assets at Fair Value through Profit and Loss
(FVTPL):
financial assets are classified as fVtpl where the
financial asset is either held for trading or it is designated
at fVtpl, such as derivative financial asset instruments
where hedge accounting is not applied.
financial assets at fVtpl are stated at fair value, with any
resultant gain or loss recognised in profit or loss. the net
gain or loss recognised in profit or loss incorporates any
dividend or interest earned on the financial asset.
Loans and Receivables:
trade and other receivables, including advances to
subsidiaries, that have fixed or determinable payments that
are not quoted in an active market are classified as loans
and receivables.
loans and receivables are measured at initial recognition
at fair value, and are subsequently measured at amortised
cost using the effective interest rate method. Appropriate
allowances for estimated irrecoverable amounts are
recognised in the income statement when there is
objective evidence that the asset is impaired. the allowance
recognised is measured as the difference between the
asset’s carrying amount and the present value of estimated
future cash flows discounted at the effective interest rate
computed at initial recognition.
Equity Instruments
Equity instruments issued by the Company are recorded
at the proceeds received, net of direct issue costs.
Financial Liabilities
financial liabilities are classified as either financial
liabilities at “fair value through profit or loss” (fVtpl) or
“other financial liabilities” measured at amortised cost.
the classifications used are set out below:
Financial Liabilities at Fair Value through Profit and Loss:
financial liabilities are classified as fVtpl where the
financial liability is either held for trading or it is designated
at fVtpl, such as derivative financial liability instruments
where hedge accounting is not applied.
financial liabilities at fVtpl are stated at fair value, with
any resultant gain or loss recognised in profit or loss.
the net gain or loss recognised in profit or loss incorporates
any dividend or interest paid on the financial liability.
Other Financial Liabilities:
trade and other payables, including advances from
subsidiaries and bank loans, are initially measured at fair
value, and subsequently measured at amortised cost,
using the effective interest rate method.
All loans and borrowings are initially recognised at cost,
being the fair value of the consideration received plus
issue costs associated with the borrowing. After initial
recognition, these loans and borrowings are subsequently
measured at amortised cost using the effective interest
rate method which allocates the cost through the expected
life of the loan or borrowing. Amortised cost is calculated
taking into account any issue costs, and any discount or
premium on drawdown.
bank loans are classified as current liabilities (either
advances or current portion of term debt) unless the group
has an unconditional right to defer settlement of the liability
for at least 12 months after the balance sheet date.
Derivative Financial Instruments
the group enters into foreign currency forward exchange
contracts to hedge trading transactions, including
anticipated transactions, denominated in foreign currencies
and from time to time uses interest rate swaps to manage
cash flow interest rate risk.
44
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
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.
Cashflow Hedges
At the inception of the hedge relationship, the entity
documents the relationship between the hedging
instrument and the hedged item, along with its risk
management objectives and its strategy for undertaking
various hedge transactions. furthermore, at the inception of
the hedge and on an on-going basis, the group documents
whether the hedging instrument that is used in a hedging
relationship is highly effective in offsetting changes in
cashflows of the hedged items.
the effective portion of changes in the fair value of
derivatives that are designated and qualify as cashflow
hedges are recognised in other comprehensive income
and accumulated as a separate component of equity in the
hedge reserve. the gain or loss relating to the ineffective
portion is recognised immediately in profit or loss.
Amounts deferred in equity are recycled in profit or loss in
the periods when the hedged item is recognised in profit or
loss. however, when the forecast transaction that is hedged
results in the recognition of a non-financial asset or a non-
financial liability, the gains and losses previously deferred in
equity are transferred from equity and included in the initial
measurement of the cost of the asset and liability.
hedge accounting is discontinued when the group revokes
the hedging relationship, the hedging instrument expires,
is terminated, exercised or no longer qualifies for hedge
accounting. Any cumulative gain or loss deferred in equity
at that time remains in equity and is recognised when the
forecast transaction is ultimately recognised in profit or loss.
When a forecast transaction is no longer expected to occur,
the cumulative gain or loss that was deferred in equity is
recognised immediately in profit or loss.
n) Revenue Recognition
Revenue is measured at the fair value of the consideration
received or receivable and represents amounts receivable
for goods and services provided in the normal course of
business, net of returns, discounts, allowances and gst.
the following specific recognition criteria must be met
before revenue is recognised:
Sale of Goods
sales of goods are recognised when significant risks and
rewards of owning the goods are transferred to the buyer,
when the revenue can be measured reliably and when
management effectively ceases involvement or control.
Rendering of Services
Revenue from services rendered is recognised when it is
probable that the economic benefits associated with the
transaction will flow to the entity. the stage of completion
at balance date is assessed based on the value of services
performed to date as a percentage of the total services to
be performed.
Interest Income
interest income is accrued on a time basis, by reference
to the principal outstanding and at the effective interest
rate applicable, which is the rate that exactly discounts
estimated future cash receipts through the expected life of
the financial asset to that asset’s net carrying amount.
Effective Interest Method
the effective interest rate method is a method of
calculating the amortised cost of a financial asset and of
allocating interest income over the relevant period. the
effective interest rate is the rate that exactly discounts
estimated future cash receipts (including all fees on points
paid or received that form an integral part of the effective
interest rate, transaction costs and other premiums or
discounts) through the expected life of the financial asset,
or, where appropriate, a shorter period to the carrying
amount of the financial asset.
Royalties
Royalty revenue is recognised on an accrual basis in
accordance with the substance of the relevant agreement.
Royalties determined on a time basis are recognised on a
straight line basis over the period of the agreement. Royalty
arrangements that are based on production, sales and other
measures are recognised by reference to the underlying
agreement.
Dividend Income
Dividend income from investments is recognised when
the shareholders’ rights to receive payment have been
established.
o) Cash Flow Statement
the cash flow statement is prepared exclusive of gst,
which is consistent with the method used in the income
statement.
Definition of terms used in the cash flow statement:
operating activities include all transactions and other
events that are not investing or financing activities.
investing activities are those activities relating to the
acquisition and disposal of current and non-current
investments and any other non-current assets.
financing activities are those activities relating to changes
in the equity and debt capital structure of the Company and
group and those activities relating to the cost of servicing
the Company’s and the group’s equity capital.
45
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
p) Employee Entitlements
A liability for annual leave and long service leave is accrued
and recognised in the statement of financial position. the
liability is equal to the present value of the estimated future
cash outflows as a result of employee services provided at
balance date.
provisions made in respect of employee benefits expected
to be settled within 12 months, are measured at their
nominal values using the remuneration rate expected to
apply at the time of settlement.
provisions made in respect of employee benefits which are
not expected to be settled within 12 months are measured
at the present value of the estimated future cash outflows
to be made by the group in respect of services provided up
to reporting date.
q) Segment Reporting
the group’s operating segments are identified on the basis
of internal reports about components of the group that are
regularly reviewed by the chief operating decision maker
(Chief Executive officer) in order to allocate resources to
the segment and to assess its performance.
r) Research and Development
Expenditure on research activities, such as software
development, is recognised as an expense in the period it is
incurred.
s) Adoption of new revised Standards and
interpretations
No standards have been adopted during the year which
have had a material impact on these financial statements.
We are not aware of any standards in issue but not yet
effective which would materially impact the amounts
recognised or disclosed in the financial statements.
46
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
2. PROFIT FROM CONTINuING OPERaTIONS
(a) Revenue
Revenue consisted of the following items:
Revenue from the sale of goods – external
Revenue from the sale of goods – inter group
Revenue from the rendering of services
management fees – external
management fees – inter group
Rental revenue – inter group
interest revenue – inter group
interest revenue – external
Royalty income – inter group
Dividends – inter group
gain on disposal of associate
(b) Profit before income tax expense
profit before income tax has been arrived at after crediting/
(charging) the following gains and losses from operations:
(loss) on disposal of property, plant and equipment
Disposal of scientific businesses
Change in fair value of derivative financial instruments
share of dividends from associates
share of equity accounted investments (net of
dividends from associates)
profit before income tax has been arrived at after (charging)
the following expenses by nature:
Cost of sales – external
purchases inter group
Write-down of inventory
finance costs:
bank interest
other interest expense
total finance costs
Net bad and doubtful debts arising from:
impairment loss on trade & other receivables
Depreciation of property, plant and equipment
Amortisation of finite life intangibles
operating lease rental expenses:
minimum lease payments
Donations
Employee benefit expense
other expenses
total expenses
profit before income tax expense
NotEs
Group
2012
$’000
2011
$’000
Parent
2012
$’000
2011
$’000
1,423,398
–
3,117
176
–
–
–
1,746
–
–
242
1,337,454
–
3,523
415
–
–
–
2,364
–
–
–
1,428,679
1,343,756
56,002
10,269
–
–
440
–
128
972
4,700
22,677
–
95,188
58,639
10,964
–
–
456
12
233
1,702
3,960
23,305
–
99,271
16
16
10
14
(128)
–
33
500
44
(34)
–
(236)
–
–
(47)
–
33
–
–
–
(17,941)
(236)
–
–
(1,263,234)
–
(1,769)
(1,205,620)
–
(1,137)
(44,103)
(1,252)
(205)
(45,525)
(1,426)
(248)
(6,572)
(415)
(6,987)
(4,511)
(637)
(5,148)
(3,716)
(606)
(4,322)
(2,399)
(611)
(3,010)
(293)
(3,674)
(94)
(7,614)
(34)
(60,511)
(48,817)
(330)
(3,231)
(173)
(5,741)
(69)
(50,587)
(38,877)
(4)
(433)
–
(716)
(7)
(11,213)
(8,235)
(1)
(425)
–
(862)
(47)
(10,805)
(8,498)
(1,393,027)
(1,310,913)
(70,490)
(70,847)
36,101
32,573
24,684
10,247
47
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
3.
INCOME TaXES
(a) income tax recognised in income statement
tax expense/(credit) comprises:
Current tax expense:
Current year
Adjustments for prior years
other adjustments
Deferred tax expense/(credit):
origination and reversal of temporary differences
Adjustments for prior years
Adjustments related to changes in tax rates or
imposition of new taxes
other
Group
2012
$’000
2011
$’000
Parent
2012
$’000
2011
$’000
10,108
(245)
–
9,863
(2,026)
315
–
–
(1,711)
9,348
(559)
41
8,830
(650)
563
186
(44)
55
514
(419)
–
95
(78)
19
–
–
(59)
929
–
–
929
(158)
406
(59)
–
189
Total income tax expense
8,152
8,885
36
1,118
Attributable to:
Continuing operations
Discontinued operations
8,152
–
8,152
9,173
(288)
8,885
36
–
36
1,118
–
1,118
the prima facie income tax expense on pre-tax accounting profit
from operations reconciles to the income tax expense in the
financial statements as follows:
profit from continuing operations
profit from discontinued operations
profit from operations
income tax expense calculated at 28% (2011: 30%)
Non-deductible expenses/(non-assessable income)
Effect of differences arising from investment interests in other jurisdictions
Effect of different tax rates of subsidiaries operating in other jurisdictions
Under/(over) provision of income tax in previous year
Adjustments related to changes in tax rates
other adjustments
36,101
–
36,101
10,108
(11)
(289)
(47)
70
–
(1,679)
32,573
7,891
40,464
12,139
(2,361)
(756)
–
4
186
(327)
24,684
–
24,684
6,912
(6,187)
(289)
–
(400)
–
–
10,247
–
10,247
3,074
(1,549)
(754)
–
406
(59)
–
Total income tax expense
8,152
8,885
36
1,118
the tax rates used are principally the corporate tax rates of 28% (2011: 30%) payable by New Zealand and 30% (2011: 30%)
payable by Australian corporate entities on taxable profits under tax law in each jurisdiction.
48
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
(b) Current tax assets and liabilities
Current tax assets:
Current tax refundable
Current tax liabilities:
Current tax payable
(c) Deferred tax balance
Deferred tax assets comprise:
temporary differences
Deferred tax liabilities comprise:
temporary differences
Group
2012
$’000
2011
$’000
Parent
2012
$’000
2011
$’000
735
1,045
333
–
6,988
3,422
–
643
7,426
4,538
645
693
(10,880)
(3,454)
(8,706)
(4,168)
(2,026)
(1,381)
(2,038)
(1,345)
Taxable and deductible temporary differences arise from the following:
Group
Charged
to income
$’000
Group
Charged to other
comprehensive
income
$’000
(327)
(26)
(1)
(354)
445
22
3
1,595
2,065
1,711
284
158
442
(333)
(461)
171
(1)
127
(497)
(55)
–
–
–
–
–
–
(123)
–
(123)
(123)
–
–
–
–
–
–
(262)
–
(262)
(262)
Group
Group
Acquisitions
$’000
–
–
(1,820)
Closing
balance
$’000
(1,936)
(26)
(8,918)
(1,820)
(10,880)
946
–
–
–
946
4,610
766
71
1,979
7,426
–
–
–
–
–
–
–
–
–
(1,609)
(7,097)
(8,706)
–
3,219
744
191
384
4,538
2012
Gross deferred tax liabilities:
property, plant & equipment
provisions
intangible assets
Gross deferred tax assets:
provisions
Doubtful debts & impairment losses
other financial liabilities – derivatives
tax losses carried forward
2011
Gross deferred tax liabilities:
property, plant & equipment
intangible assets
Gross deferred tax assets:
property, plant & equipment
provisions
Doubtful debts & impairment losses
other financial liabilities – derivatives
tax losses carried forward
Group
opening
balance
$’000
(1,609)
–
(7,097)
(8,706)
3,219
744
191
384
4,538
(1,893)
(7,255)
(9,148)
333
3,680
573
454
257
5,297
49
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
3.
INCOME TaXES CoNtiNUED
2012
Gross deferred tax liabilities:
property, plant & equipment
intangible assets
Gross deferred tax assets:
provisions
Doubtful debts & impairment losses
other financial liabilities – derivatives
2011
Gross deferred tax liabilities:
property, plant & equipment
intangible assets
Gross deferred tax assets:
provisions
Doubtful debts & impairment losses
other financial liabilities – derivatives
tax losses carried forward
Parent
opening
balance
$’000
(650)
(1,388)
(2,038)
524
39
130
693
(663)
(1,488)
(2,151)
567
41
325
257
1,190
Parent
Charged
to income
$’000
Parent
Charged to other
comprehensive
income
$’000
Parent
Closing
balance
$’000
(637)
(1,389)
(2,026)
571
39
35
645
–
–
–
–
–
(95)
(95)
(95)
–
–
–
(650)
(1,388)
(2,038)
–
–
(195)
–
(195)
(195)
524
39
130
–
693
13
(1)
12
47
–
–
47
59
13
100
113
(43)
(2)
–
(257)
(302)
(189)
No liability has been recognised in respect of the amount of temporary differences including foreign currency translation reserves
associated with undistributed earnings of off-shore subsidiaries because the group is in a position to control the timing of the
reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future.
(d) imputation credit account balances
balance at beginning of the year
Attached to dividends received
taxation paid
Attached to dividends paid
other credits
other debits
Balance at end of the year
Group
2012
$’000
5,762
–
5,359
(6,860)
367
(1,073)
3,555
2011
$’000
6,845
–
6,991
(8,137)
242
(179)
5,762
Parent
2012
$’000
(4,887)
5,739
1,071
(6,860)
5,176
(239)
2011
$’000
250
3,000
234
(8,137)
–
(234)
–
(4,887)
imputation credits available directly and indirectly to shareholders
of the parent company, through
parent company
subsidiaries
–
3,555
3,555
(4,887)
10,649
5,762
50
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
4. KEY MaNaGEMENT PERSONNEL COMPENSaTION
short-term employee benefits
post-employment benefits
5. REMuNERaTION OF auDITORS
Auditor of the parent entity (Deloitte):
Audit of the financial statements
Audit related services for review of financial statements
not included above
Review of group finance function
Assurance assistance
Due diligence
information technology services
internal control assurance services
6. TRaDE & OTHER RECEIVaBLES
trade receivables (i)
other receivables
Allowance for impairment (ii)
Group
2012
$’000
7,092
–
7,092
364
50
–
–
121
140
18
693
2011
$’000
6,838
297
7,135
Parent
2012
$’000
4,727
–
4,727
2011
$’000
5,076
297
5,373
379
18
42
83
37
40
139
738
70
26
–
–
121
140
–
357
76
18
42
–
37
40
–
213
176,476
1,395
(2,159)
153,365
1,057
(1,625)
175,712
152,797
8,937
144
(138)
8,943
9,863
458
(138)
10,183
(i) trade receivables are non-interest bearing and generally on monthly terms. No interest is charged on the trade receivables for
the first 60 days from the date of the invoice. thereafter, interest may be charged at 3% per annum on the outstanding balance.
the group’s propharma pharmacy business unit generally holds collateral over its trade receivables balances.
(ii) Allowance for impairment
balance at the beginning of the year
Arising from businesses acquired
impairment loss recognised on trade receivables
Amounts written off as uncollectible
Amounts recovered during year
impairment losses reversed
(1,625)
(631)
(296)
395
(5)
3
(2,159)
(1,348)
–
(594)
235
–
82
(1,625)
(138)
–
(4)
4
–
–
(138)
(138)
–
(1)
1
–
–
(138)
in determining the recoverability of trade and other receivables, the group considers any change in the credit quality of the trade
receivable from the date credit was initially granted up to reporting date. the concentration of credit risk is limited due to the
customer base being large and unrelated. Accordingly, the directors believe that there is no further credit provision required in
excess of the allowance for doubtful debts.
the impairment recognised represents the difference between the carrying amount of these trade receivables and the present
value of the expected liquidation proceeds. the group does not hold any collateral over these balances. the net carrying amount
is considered to approximate their fair value.
51
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
6. TRaDE & OTHER RECEIVaBLES CoNtiNUED
(iii) Aging of impaired trade and other receivables
Current
30 - 60 days
60 - 90 days
90 days+
Group
2012
$’000
43
50
32
3,413
3,538
2011
$’000
–
–
–
2,907
2,907
Parent
2012
$’000
–
–
–
138
138
2011
$’000
–
–
–
138
138
(iv) Aging of past due but not impaired trade and other receivables
included in the trade and other receivables balance are debtors with a carrying amount of group $23,740,000
(2011: $13,008,000) and parent $1,510,000 (2011: $2,177,000) which are past due at the reporting date for which the group
and/or parent has not provided any impairment as the amounts are still considered recoverable.
30 - 60 days
60 - 90 days
90 days+
7. PREPaYMENTS
Current portion
term portion
8.
INVENTORIES
Finished Goods
At cost
At net realisable value
9. OTHER FINaNCIaL aSSETS – DERIVaTIVES
At fair value:
foreign currency forward contracts (i)
17,692
3,128
2,920
23,740
9,672
1,716
1,620
821
113
576
13,008
1,510
4,540
195
4,735
2,673
847
3,520
1,577
–
1,577
1,144
264
769
2,177
944
–
944
162,705
292
121,807
–
162,997
121,807
9,114
–
9,114
8,347
–
8,347
109
109
–
–
–
–
–
–
(i) Designated and effective as cashflow hedging instrument carried at fair value.
52
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
10. PROPERTY, PLaNT aND EQuIPMENT
freehold land
at cost
$’000
buildings
at cost
$’000
Group
leasehold
improvement
at cost
$’000
plant and
vehicles
at cost
$’000
office
equipment
furniture &
fittings at cost
$’000
total
$’000
Gross carrying amount
balance at 1 July, 2010
Additions
Disposals
Net foreign currency exchange differences
1,895
–
–
–
9,033
10
–
–
2,042
276
(296)
36
7,752
1,039
(1,428)
103
12,326
2,407
(2,385)
90
33,048
3,732
(4,109)
229
Balance at 30 June, 2011
1,895
9,043
2,058
7,466
12,438
32,900
Additions
Disposals
Acquisition through business combinations
Net foreign currency exchange differences
–
–
187
(6)
–
–
238
(8)
273
(370)
1,071
(31)
1,773
(476)
4,311
(111)
1,825
(648)
882
(42)
3,871
(1,494)
6,689
(198)
Balance at 30 June, 2012
2,076
9,273
3,001
12,963
14,455
41,768
Accumulated depreciation
balance at 1 July, 2010
Disposals
Depreciation expense
Net foreign currency exchange differences
Balance at 30 June, 2011
Disposals
Depreciation expense
Net foreign currency exchange differences
Balance at 30 June, 2012
Net book value
As at 30 June, 2011
As at 30 June, 2012
–
–
–
–
–
–
–
–
–
(1,774)
–
(277)
–
(948)
162
(369)
(27)
(3,932)
831
(1,056)
(62)
(8,824)
2,000
(1,598)
(52)
(15,478)
2,993
(3,300)
(141)
(2,051)
(1,182)
(4,219)
(8,474)
(15,926)
–
(273)
3
289
(376)
13
5
(1,214)
27
969
(1,811)
15
1,263
(3,674)
58
(2,321)
(1,256)
(5,401)
(9,301)
(18,279)
1,895
2,076
6,992
6,952
876
1,745
3,247
7,562
3,964
5,154
16,974
23,489
53
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
10. PROPERTY, PLaNT aND EQuIPMENT CoNtiNUED
Gross carrying amount
balance at 1 July, 2010
Additions
Disposals
Balance at 30 June, 2011
Additions
Disposals
freehold land
at cost
$’000
buildings
at cost
$’000
Parent
leasehold
improvement
at cost
$’000
plant and
vehicles
at cost
$’000
office
equipment
furniture &
fittings at cost
$’000
694
–
–
694
–
–
2,913
7
–
2,920
–
–
197
1
–
198
117
(198)
691
134
(2)
823
795
(224)
1,357
55
–
1,412
545
(588)
total
$’000
5,852
197
(2)
6,047
1,457
(1,010)
Balance at 30 June, 2012
694
2,920
117
1,394
1,369
6,494
Accumulated depreciation
balance at 1 July, 2010
Disposals
Depreciation expense
Balance at 30 June, 2011
Disposals
Depreciation expense
Balance at 30 June, 2012
Net book value
As at 30 June, 2011
As at 30 June, 2012
–
–
–
–
–
–
–
(207)
–
(91)
(298)
–
(83)
(381)
(130)
–
(18)
(148)
159
(11)
(427)
–
(132)
(559)
206
(139)
(821)
–
(184)
(1,005)
583
(200)
(1,585)
–
(425)
(2,010)
948
(433)
–
(492)
(622)
(1,495)
694
694
2,622
2,539
50
117
264
902
407
747
4,037
4,999
group plant includes finance leases capitalised with a cost of $304,000 (2011: $162,000) and book value of $222,000
(2011: $19,000). parent plant includes finance leases capitalised with a cost of $Nil (2011: $134,000) and book value of $Nil
(2011: $Nil).
land and buildings in Auckland with a carrying value of $5,381,000 (2011: $5,750,000) were last valued on 30 June 2011 and
determined by telfer Young (Auckland) limited, in accordance with NZ iAs16, to have a fair value of $9,600,000.
land and buildings in Christchurch with a carrying value of $3,233,000 (2011: $3,316,000) were acquired during the last five
years and are stated at cost less accumulated depreciation and impairment.
Aggregate depreciation recognised as an expense during the year:
buildings
leasehold improvements
plant and vehicles
office equipment, furniture & fittings
Group
2012
$’000
273
376
1,214
1,811
3,674
2011
$’000
277
369
1,056
1,598
3,300
Parent
2012
$’000
83
11
139
200
433
2011
$’000
91
18
132
184
425
54
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
11. CaPITaL wORK IN PROGRESS
Capital work in progress
Group
2012
$’000
9
2011
$’000
–
Parent
2012
$’000
–
2011
$’000
–
the capital work in progress relates to software development. the total cost to complete the project is $48,000 (2011: $Nil).
12. GOODwILL
Gross carrying amount
balance at beginning of financial year
Recognised on acquisition during the year
De-recognised on disposal of businesses
Effects of foreign currency exchange differences
Net book value
Group
2012
$’000
2011
$’000
114,132
66,669
–
(248)
133,741
–
(20,410)
801
180,553
114,132
Parent
2012
$’000
1,728
–
–
–
1,728
2011
$’000
1,728
–
–
–
1,728
Allocation of goodwill to cash-generating units
goodwill has been allocated for impairment testing purposes to the following cash-generating units representing the lowest level
at which management monitor goodwill:
· Australian hospital and primary healthcare sector (Ebos group pty limited) – healthcare Australia.
· New Zealand Consumer, hospital, primary healthcare, Aged Care and international product supplies (Ebos group limited) –
healthcare NZ.
· New Zealand hospital procurement and logistic services (formerly health support limited) – logistics NZ – amalgamated
with pRNZ limited November 2010.
· Australasia scientific supplies (global science & technology limited) – scientific – disposed september 2010.
· New Zealand pharmacy Wholesaler and logistic services (pRNZ limited) – pharmacy/logistics NZ.
· New Zealand Animal care sector (masterpet New Zealand) - Animal care – NZ.
· Australian Animal care sector (masterpet Australia) – Animal care – Australia.
the carrying amount of goodwill allocated to cash-generating units is as follows:
healthcare Australia
healthcare NZ (parent)
healthcare – pharmacy/logistics NZ
Animal care – NZ
Animal care – Australia
Group
2012
$’000
17,137
1,728
95,043
66,375
270
2011
$’000
17,361
1,728
95,043
–
–
180,553
114,132
Parent
2012
$’000
–
1,728
–
–
–
1,728
2011
$’000
–
1,728
–
–
–
1,728
During the year ended 30 June 2012, management have determined that there is no impairment of any of the cash generating
units containing goodwill (2011: Nil).
the recoverable amounts (i.e. higher of value in use and fair value less costs to sell) of those units are determined on the basis
of value in use calculations. management has determined that the recoverable amount calculations are most sensitive to changes
in the following assumptions:
healthcare Australia, healthcare NZ, Animal care NZ and Animal care Australia – maintaining market share and gross
margin being maintained during a period of high volatility in foreign currency during the budget period.
logistics NZ and pharmacy/logistics NZ – maintaining market share and controlling operational costs during the
assessment period.
55
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
12. GOODwILL CoNtiNUED
gross margins during the period for healthcare Australia, healthcare NZ, logistics NZ, pharmacy/logistics NZ, Animal
care NZ and Animal care Australia are estimated by management based on average gross margins achieved before the
start of the assessment period. market shares during the assessment period are assessed by management based on
average market shares achieved in the period immediately before the start of the budget period, adjusted each year for any
anticipated growth.
the value in use calculation uses cash flow projections based on financial forecasts approved by management covering a five
year period and management’s past experience.
Annual growth rates of 2.5% to 4% (2011: 0% to 5.1%), which is below current historical growth rates; an allowance of 2% to
3% (2011: 2% to 3%) for inflation to expenses, and pre tax discount rates of 12.9% to 17.4% (2011: 12.5% to 14%) have been
applied to these projections. Cash flows beyond the five year period have been extrapolated using a steady 2% (2011: 2%)
growth rate. management also believes that any reasonably possible change in the key assumptions would not cause the carrying
amount of any of the cash generating units to exceed their recoverable amount.
13. INDEFINITE LIFE INTaNGIBLES
Gross carrying amount
Balance at 1 July, 2010
Net foreign currency exchange differences
Balance at 30 June, 2011
Recognised on acquisition during the year
Net foreign currency exchange differences
Group
other
pharmacy
brands
$’000
Group
masterpet
brand &
intangibles
$’000
Group
Group
trademarks
$’000
total
$’000
6,474
82
6,556
–
(25)
–
–
–
7,110
–
17,240
–
17,240
–
–
23,714
82
23,796
7,110
(25)
Balance at 30 June, 2012
6,531
7,110
17,240
30,881
6,556
6,531
–
7,110
17,240
17,240
23,796
30,881
Parent
other
pharmacy
brands
$’000
4,960
4,960
4,960
4,960
4,960
Parent
total
$’000
4,960
4,960
4,960
4,960
4,960
Net book value
As at 30 June, 2011
As at 30 June, 2012
Gross carrying amount
Balance at 1 July, 2010
Balance at 30 June, 2011
Balance at 30 June, 2012
Net book value
As at 30 June, 2011
As at 30 June, 2012
56
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
the carrying amount of brands (indefinite life intangibles) has been allocated to the cash generating units as follows:
healthcare Australia
healthcare NZ (parent)
pharmacy/logistics NZ
Animal care NZ
Group
2012
$’000
4,141
2,390
17,240
7,110
2011
$’000
4,166
2,390
17,240
–
30,881
23,796
management have assessed these as having an indefinite useful life. in coming to this conclusion management considered
expected expansion of the usage of the brands across other products and markets, the typical product life cycle of these assets,
the stability of the industry in which the brands are operating, the level of maintenance expenditure required and the period of
legal control over the brands.
During the year ended 30 June 2012, management have determined that there is no impairment of any of the brands.
the value in use calculation uses cash flow projections based on financial forecasts approved by management covering a five
year period and management’s past experience.
the calculation of the recoverable amounts for other pharmacy brands and pharmacy/logistics NZ and Animal care
NZ trademarks have been determined based on a value in use calculation that uses cash flow projections based on financial
budgets approved by management covering a five-year period. management has determined that the recoverable amount
calculations are most sensitive to change in the following assumptions. Annual growth rates of 2% to 5% (2011: 0% to 5.8%),
and an allowance of 2% to 4% (2011: 2% to 3%) for inflation to expenses, and pre-tax discount rates of 13.2% to 19.2%
(2011:12.4% to 14.1%) have been applied to these projections. Cash flows beyond the five-year period have been extrapolated
using a steady 2% (2011:2%) growth rate. management also believes that any reasonably possible change in the key
assumptions would not cause the carrying amount of the brands to exceed their recoverable amount.
14. FINITE LIFE INTaNGIBLES
Gross carrying amount of supply contracts
Balance at 30 June 2011
Recognised on acquisition during the year
other additions
Net foreign exchange differences
Balance at 30 June 2012
Accumulated amortisation & impairment
Balance at 30 June 2011
Amortisation expense
Net foreign exchange differences
Balance at 30 June 2012
Net book value
As at 30 June 2011
As at 30 June 2012
Allocated to cash generating units as follows:
pharmacy/logistics NZ
Animal care – NZ
Animal care – Australia
57
Group
supply Contracts
$’000
Group
software
$’000
1,490
–
–
–
1,490
(1,458)
–
–
(1,458)
32
32
–
318
30
(18)
330
–
(94)
11
(83)
–
247
2012
$’000
32
81
166
279
Group
total
$’000
1,490
318
30
(18)
1,820
(1,458)
(94)
11
(1,541)
32
279
2011
$’000
32
–
–
32
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
15. SuBSIDIaRIES
Parent and Head Entity
Ebos group limited
Subsidiaries (all balance dates 30 June)
Ebos healthcare (Australia) pty limited (formerly Ebos group pty limited)
Ebos group pty limited (formerly Vital medical supplies (Australia) pty limited)
Ebos health & science pty limited
Ebos shelf Company New Zealand limited (formerly
global science & technology limited)
Ebos shelf Company Australia pty limited (formerly Quantum scientific pty limited)
pRNZ limited
Ebos limited partnership
healthcare Distributors pty limited
masterpet Corporation limited
Natures Recipe pet foods limited
masterpet Australia pty limited
botany bay imports and Exports pty limited
beaphar Australia pty limited
Country of
incorporation
Australia
Australia
Australia
New Zealand
Australia
New Zealand
Australia
Australia
New Zealand
New Zealand
Australia
Australia
Australia
ownership interests
and Voting Rights
2011
2012
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
0%
0%
0%
0%
16. INVESTMENT IN aSSOCIaTES
Name of business acquired
principal activities
Date of acquisition
proportion of shares and
voting rights acquired
Cost of acquisition
$’000
2012
Animates NZ holdings limited
Animal care supplies December 2011
50%
18,150
the reporting date for Animates NZ holdings limited is 30 June. Animates NZ holdings limited is incorporated in New Zealand.
Although the company holds 50% of the shares and voting power this entity is not deemed to be a subsidiary as the other
50% shareholder has the ability to cast a casting vote at shareholder meetings.
in December 2011 the group acquired a 50% shareholding in beaphar Australia pty limited for $50,000. in June 2012 the
remaining 50% shareholding was also acquired by the group and therefore beaphar Australia pty limited is now a subsidiary
of the group.
the summary financial information in respect of the group’s associate is set out below:
Statement of financial position
total assets
total liabilities
Net assets
group’s share of net assets
income Statement
total revenue
total profit for the period
group’s share of profits of associates
58
30 June 2012
28,965
(23,107)
5,858
2,929
35,157
1,046
544
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
movement in the carrying amount of the group’s investment in associates:
balance at 1 July, 2011
New investments
share of equity accounted investments (before dividends)
share of dividends
Disposal of associate
balance at end of financial year
goodwill included in the carrying amount of the group’s investment in associates
the group’s share of the contingent liabilities of associates
the group’s share of capital commitments of associates
Group
2012
$’000
–
18,200
544
(500)
184
18,428
15,945
–
1,736
As the above associates were purchased during the current financial year there is no comparative information to disclose.
17. BORROwINGS
Current
bank loans (i)
finance lease liabilities (ii)
Advances from subsidiaries (at call) (iii)
Non-current
bank loans (i)
finance lease liabilities (ii)
total borrowings
Group
2012
$’000
10,156
534
–
10,690
2011
$’000
–
5
–
5
Parent
2012
$’000
4,000
–
29,576
33,576
129,684
1,064
130,748
141,438
57,177
6
57,183
57,188
107,250
–
107,250
140,826
2011
$’000
–
–
54,464
54,464
28,000
–
28,000
82,464
(i) bank term loans and revolving cash advance facilities operate under a negative pledge deed provided to ANZ National bank
limited and bank of New Zealand limited by the parent company and its subsidiaries. there have been no breaches of the
banking covenants provided under the negative pledge deed.
(ii) secured by the assets leased.
(iii) Unsecured.
the fair value of non current borrowings is approximately equal to their carrying amount.
18. TRaDE & OTHER PaYaBLES
Current
trade payables
other payables
Non-current
other payables
total trade & other payables
59
Group
2012
$’000
2011
$’000
258,209
17,339
244,621
14,509
275,548
259,130
Parent
2012
$’000
5,045
3,086
8,131
2011
$’000
5,609
3,217
8,826
3,943
4,591
–
–
279,491
263,721
8,131
8,826
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
19. LEaSES
Finance leases
minimum future lease payments
finance leases relate to office equipment, plant and motor vehicles. the group has options to purchase the equipment for a
nominal amount at the conclusion of the lease agreements.
Finance lease liabilities
minimum future lease payments
present Value of minimum future lease payments
Group
2012
$’000
2011
$’000
Parent
2012
$’000
2011
$’000
Group
2012
$’000
2011
$’000
Parent
2012
$’000
2011
$’000
Not later than 1 year
later than 1 year and not later than 5 years
665
1,199
minimum lease payments*
less future finance charges
1,864
(266)
present value of minimum lease payments 1,598
7
6
13
(2)
11
–
–
–
–
–
included in the financial statements as:
finance leases – current portion
finance leases – non current portion
–
534
– 1,064
– 1,598
–
–
–
1,598
534
1,064
1,598
5
6
11
–
11
5
6
11
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
*minimum future lease payments includes the aggregate of all lease payments and any guaranteed residual.
the fair value of the finance lease liabilities is approximately equal to their carrying value.
Operating leases
Leasing arrangements
operating leases relate to certain property and equipment, with lease terms of between one to ten years with options to extend
for a further one to ten years. All operating lease contracts contain market review clauses in the event that the Company/group
exercises its option to renew. the Company/group does not have an option to purchase the leased asset at the expiry of the
lease period.
Operating leases
Non-cancellable operating lease payments
Not longer than 1 year
longer than 1 year and not longer than 5 years
longer than 5 years
20. OTHER FINaNCIaL LIaBILITIES – DERIVaTIVES
At fair value:
foreign currency forward contracts (i)
interest rate swaps (ii)
Group
2012
$’000
2011
$’000
Parent
2012
$’000
8,680
22,706
11,697
43,083
5,266
13,661
5,451
24,378
Group
2012
$’000
100
430
530
2011
$’000
130
685
815
1,015
3,096
3,192
7,303
Parent
2012
$’000
98
124
222
2011
$’000
691
3,143
3,665
7,499
2011
$’000
130
468
598
(i) financial liability carried at fair value through profit or loss (“fVtpl”).
(ii) Designated and effective as cashflow hedging instrument carried at fair value.
60
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
21. SHaRE CaPITaL
Fully paid ordinary shares
balance at beginning of financial year
issue of shares to executives and staff under employee share
ownership scheme
bonus shares issued under profit Distribution plan – october 2010
Dividend reinvested – April 2011
2012
No.
’000
2012
$’000
2011
No.
’000
2011
$’000
52,107
107,970
50,796
106,000
–
–
–
–
–
–
50
1,015
174
–
246
1,796
52,107
107,970
52,107
107,970
fully paid ordinary shares carry one vote per share and carry the right to dividends.
Changes to the Companies Act in 1993 abolished the authorised capital and par value concept in relation to share capital from
1 July, 1994. therefore, the Company does not have a limited amount of authorised capital and issued shares do not have a
par value.
given the immateriality of the amounts involved, the issue of shares to executives and staff under the employee ownership
scheme have not been accounted for pursuant to NZ ifRs-2: share based payment. since the inception of the employee
ownership scheme in December 1994 389,500 (2011: 389,500) shares have been issued raising $721,505 (2011: $721,505).
22. RESERVES
Foreign currency translation reserve
balance at beginning of the year
translation of foreign operations
balance at end of the year
Group
2012
$’000
2,473
(1,783)
690
2011
$’000
1,116
1,357
2,473
Exchange differences, principally relating to the translation from Australian dollars, being the functional currency of the group’s
foreign controlled entities in Australia, into New Zealand dollars, are brought to account by entries made directly to the foreign
currency translation reserve.
61
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
22. RESERVES CoNtiNUED
Retained Earnings
balance at beginning of the year
profit for the year
Dividends provided for or paid (note 23)
balance at end of the year
Cash Flow Hedge Reserve
balance at beginning of the year
gain recognised on cash flow hedges
Related income tax
balance at end of the year
Group
2012
$’000
2011
$’000
Parent
2012
$’000
2011
$’000
88,824
27,949
(16,414)
76,738
31,579
(19,493)
11,827
24,648
(16,414)
22,191
9,129
(19,493)
100,359
88,824
20,061
11,827
(471)
176
(123)
(418)
(1,064)
855
(262)
(471)
(338)
343
(95)
(90)
(758)
615
(195)
(338)
the hedging reserve represents gains and losses recognised on the effective portion of cash flow hedges. the cumulative
deferred gain or loss on the hedge is recognised in profit or loss when the hedged transaction impacts profit or loss.
23. DIVIDENDS
Recognised amounts
fully paid ordinary shares
– final – prior year
– special – current year
– interim – current year
unrecognised amounts
final dividend
2012
Cents per
share
total
$’000
2011
Cents per
share
total
$’000
18.0
–
13.5
31.5
9,379
–
7,035
16,414
17.5
20.0
13.5
51.0
2,136
10,362
6,995
19,493
20.5
10,682
18.0
9,379
A dividend of 20.5 cents per share was declared on 21 August 2012 with the dividend being paid on 5 october 2012.
the cash impact of the dividend will be $10,682,000 (2011: $9,379,000)
62
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
24. aCQuISITION OF SuBSIDIaRIES
Name of business acquired
principal activities
Date of acquisition
proportion of shares
acquired
Cost of acquisition
$’000
2012
masterpet Corporation limited (mCl)
beaphar Australia pty ltd (bApl)
Animal care supplies December 2011
June 2012
Animal care supplies
100%
100%
86,800
265
87,065
mCl
$’000
fair value
adjustment
$’000
Assets and liabilities acquired 2012:
Current assets
Cash and cash equivalents
trade and other receivables
provision for doubtful debts
prepayments
inventories
other financial assets – derivatives
Non-current assets
property, plant and equipment
Receivable from jointly controlled entity
Deferred tax assets
indefinite life intangibles
finite life intangibles
Current liabilities
bank overdraft
trade and other payables
finance leases
bank loans
Current tax payable
Employee benefits
other financial liabilities – derivatives
Non-current liabilities
bank loans
finance leases
Employee benefits
Deferred tax liabilities
Net assets acquired
goodwill on acquisition
gain on disposal of associate
Consideration
less cash and cash equivalents acquired
plus bank overdraft acquired
Net cash outflow on acquisition
342
29,985
(631)
981
28,057
214
5,587
1,258
946
610
318
(3,957)
(12,444)
(536)
(224)
(2,066)
(2,133)
(31)
(29,046)
(1,054)
(448)
–
15,728
fair
value on
acquisition
$’000
342
29,985
(631)
981
28,057
214
–
–
–
–
–
–
–
–
–
6,500*
–
5,587
1,258
946
7,110
318
–
–
–
–
–
–
–
–
–
–
(1,820)
4,680
(3,957)
(12,444)
(536)
(224)
(2,066)
(2,133)
(31)
(29,046)
(1,054)
(448)
(1,820)
20,408
66,392
–
86,800
(342)
3,957
90,415
bApl
$’000
fair value
adjustment
$’000
fair
value on
acquisition
$’000
total fair
value on
acquisition
$’000
765
850
–
109
1,435
–
1,102
(2,315)
–
–
–
–
(1,528)
–
–
–
(188)
–
–
–
–
–
230
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
765
850
–
109
1,435
–
1,102
(2,315)
–
–
–
–
(1,528)
–
–
–
(188)
–
–
–
–
–
230
277
(242)
265
(765)
–
(500)
1,107
30,835
(631)
1,090
29,492
214
6,689
(1,057)
946
7,110
318
(3,957)
(13,972)
(536)
(224)
(2,066)
(2,321)
(31)
(29,046)
(1,054)
(448)
(1,820)
20,638
66,669
(242)
87,065
(1,107)
3,957
89,915
* As part of the assessment in identifying the assets and liabilities acquired on the acquisition of masterpet Corporation limited a
$6.5m brand value was identified and recognised at acquisition.
63
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
24. aCQuISITION OF SuBSIDIaRIES CoNtiNUED
Goodwill arising on acquisition
goodwill arose in the acquisition of masterpet Corporation limited because the cost included a control premium paid. in addition,
the consideration paid for the benefit of future expected cashflows above the current fair value of the assets acquired and the
expected synergies and future market benefit expected to be obtained. these benefits are not recognised separately from
goodwill as the future economic benefits arising from that cannot be reliably measured and they do not meet the definition
of identifiable intangible assets.
the masterpet group was acquired as it shares, with Ebos, many of the core competencies required to be successful in a market
focused on health professionals, whether that’s doctors or veterinarians. After thorough consideration of masterpet’s performance
and market position, it was considered to be a significant growth opportunity for the group and also provides an ability to spread
income streams away from government funding sources.
impact of acquisition on the results of the Group
included in the group profit for the year is $8,232,000 attributable to the additional business generated by the acquisition of
masterpet Corporation limited and group.
had this business combination been effected at 1 July 2011 the revenue of the group from continuing operations would have
been $1,490,480,000 and the profit for the year from continuing operations would have been $29,599,000.
25. DISPOSaL OF BuSINESSES
on 1 september 2010, the group disposed of its scientific operations. Details of the disposal are as follows:
Group
2012
$’000
2011
$’000
Parent
2012
$’000
2011
$’000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
6,493
114
10,017
1,255
20,410
(1,186)
(753)
36,350
8,853
45,203
45,203
45,203
–
45,203
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Book value of net assets sold
Current assets
trade and other receivables
prepayments
inventories
Non-current assets
property, plant and equipment
goodwill
Current liabilities
trade and other payables
Employee benefits
Net assets disposed of
gain on disposal
Consideration
Consideration paid in cash and cash equivalents
Net cash inflow on disposal
Consideration paid in cash and cash equivalents
less cash and cash equivalent balances
64
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
26. NOTES TO THE CaSH FLOw STaTEMENT
(a) Subsidiaries acquired
Note 24 sets out details of the subsidiaries acquired.
Details of the acquisitions are as follows.
Consideration
Cash and cash equivalents
Represented by:
Net assets acquired (Note 24)
investment in subsidiaries
goodwill on acquisition
gain on disposal of associate
Consideration
Net cash outflow on acquisition
Cash and cash equivalents consideration
less cash and cash equivalents acquired
plus bank overdraft acquired
(b) Businesses disposed
Note 25 sets out details of the businesses disposed.
Details of the disposals are as follows.
Consideration
Cash and cash equivalents
Represented by:
book value of net assets sold (Note 25)
gain on disposal
Consideration
Net cash inflow on disposal
Cash and cash equivalents consideration
Group
2012
$’000
2011
$’000
Parent
2012
$’000
2011
$’000
87,065
87,065
20,638
–
66,669
(242)
87,065
87,065
(1,107)
3,957
89,915
–
–
–
–
–
–
–
–
–
–
–
105,000
105,000
–
105,000
–
–
105,000
105,000
–
–
105,000
–
–
–
–
–
–
–
45,203
45,203
36,350
8,853
45,203
45,203
45,203
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(c) Financing facilities
bank overdraft facility, reviewed annually and payable at call:
Amount used
Amount unused
bank loan facilities with various maturity dates through to August 2016
(2011: August 2014):
Amount used
Amount unused
307
1,398
1,705
–
2,857
2,857
–
1,250
1,250
–
1,250
1,250
139,840
64,383
57,177
42,000
111,250
64,750
204,223
99,177
176,000
28,000
22,000
50,000
65
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
26. NOTES TO THE CaSH FLOw STaTEMENT CoNtiNUED
(d) Reconciliation of profit for the year
with cash flows from operating activities
Profit for the year
27,949
31,579
24,648
9,129
Group
2012
$’000
2011
$’000
Parent
2012
$’000
2011
$’000
Add/(less) non–cash items:
Depreciation
loss on sale of property, plant and equipment
(gain) on disposal of associate
(gain) on disposal of businesses
Write-off of investment in businesses disposed
Amortisation of finite life intangible assets
Non-cash movement in investment in associate
(gain)/loss on derivatives/financial instruments
Deferred tax
provision for doubtful debts
movement in working capital:
trade and other receivables
finance lease receivables
prepayments
inventories
Current tax refundable/payable
trade and other payables
Employee benefits
foreign currency (gain)/loss on translation of working capital balances
Working capital items acquired/(disposed)
Net cash inflow from operating activities
3,674
128
(242)
–
–
94
(228)
(33)
(1,711)
(97)
1,585
(22,818)
–
(1,215)
(41,190)
3,876
15,770
4,093
(1,918)
3,300
34
–
(8,853)
–
173
–
236
55
277
(4,778)
(4,896)
102
240
6,677
(2,742)
10,096
(809)
919
433
47
–
–
–
–
–
(33)
(59)
–
388
1,240
–
(633)
(767)
(976)
(695)
800
–
(43,402)
9,587
(1,031)
41,980
(14,685)
–
425
–
–
–
17,941
–
–
236
188
–
18,790
(1,465)
102
172
(392)
696
1,047
(121)
–
39
–
28,112
21,703
24,005
27,958
66
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
27. EaRNINGS PER SHaRE CaLCuLaTION
Basic earnings per share (refer income Statement and Note 21)
from continuing operations
from discontinued operations
total basic earnings per share
Earnings used in the calculation of total basic earnings per share
profit for the year from discontinued activities used in the calculation of basic earnings
per share from discontinued operations
Group
2012
Cents
53.6
–
53.6
2011
Cents
45.4
15.8
61.2
$’000
$’000
27,949
31,579
–
(8,179)
Earnings used in the calculation of basic earnings per share from continuing operations
27,949
23,400
Weighted average number of ordinary shares for the purposes of basic earnings per share
52,107
51,585
Diluted earnings per share (refer income Statement and Note 21)
from continuing operations
from discontinued operations
total diluted earnings per share
Earnings used in the calculation of total diluted earnings per share
profit for the year from discontinued activities used in the calculation of diluted earnings
per share from discontinued operations
Cents
53.6
–
53.6
Cents
45.4
15.8
61.2
$’000
$’000
27,949
31,579
–
(8,179)
Earnings used in the calculation of diluted earnings per share from continuing operations
27,949
23,400
Weighted average number of ordinary shares for the purposes of diluted earnings per share
52,107
51,585
67
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
28. COMMITMENTS FOR EXPENDITuRE
(a) Capital expenditure commitments
(b) Lease commitments
finance lease liabilities and non-cancellable operating lease commitments
are disclosed in note 19 to the financial statements.
29. CONTINGENT LIaBILITIES & CONTINGENT aSSETS
Group
2012
$’000
–
2011
$’000
–
Parent
2012
$’000
–
2011
$’000
–
Group
2012
$’000
2011
$’000
Parent
2012
$’000
2011
$’000
Contingent liabilities
guarantees given to third parties
guarantees arising from the deed of cross guarantee with other entities
in the wholly-owned group
10,062
6,872
600
599
–
–
28,590
29,177
in may 2012 the Company renegotiated its bank facilities and entered into a banking syndication agreement with ANZ National
bank limited and bank of New Zealand limited. bank term loans and revolving cash advance facilities operate under a negative
pledge deed provided to the syndicated banks by the Company and its subsidiaries. previously the Company has entered into a
deed of guarantee for certain wholly-owned subsidiaries. the amount disclosed as a contingent liability represents total liabilities
of the group of companies party to that, less the liabilities recognised by the group. this amount disclosed also represents the
maximum credit risk exposure to the group and parent.
A subsidiary company (pRNZ limited) is guarantor for certain loans made to pharmacies by the ANZ National bank limited
amounting to $7,635,000 (2011: $5,273,000). the directors are of the opinion that provisions are not required in respect of
these matters, as it is not probable that a future sacrifice of economic benefits will be required or the amount is not capable of
reliable measurement.
A performance bond of up to $1,000,000 (2011: $1,000,000) is also held by the bank on behalf of a supplier.
68
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
30. 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 healthcare products in a range of sectors, own brands, retail healthcare and
wholesale activities.
scientific: incorporates the sale of laboratory consumables, life sciences equipment and technical support to industry and
research laboratories. the scientific operations were discontinued in september 2010.
Animal care: incorporates the sale of animal care products in a range of sectors, own brands, retail and wholesale activities.
the Animal care operations were acquired in December 2011.
(b) Segment revenues and results
the following is an analysis of the group’s revenue and results by reportable segment:
Continuing operations
Revenue from external customers
healthcare
Animal care
Profit before depreciation, amortisation, finance costs and income tax
healthcare
Animal care
Segment expenses
healthcare:
Depreciation
Amortisation of finite life intangibles
finance costs
income tax expense
Animal care:
Depreciation
Amortisation of finite life intangibles
finance costs
income tax expense
Profit for the year
healthcare
Animal care
Discontinued operations
Revenue from external customers
scientific
(Loss) before depreciation, income tax and gain on sale of operations
scientific
Depreciation
income tax credit
(Loss) for the year from trading operations
gain on sale of operations
profit for the year
69
Group
2012
$’000
2011
$’000
1,342,307
86,372
1,343,756
–
36,719
10,137
41,125
–
(3,142)
–
(4,675)
(7,799)
(532)
(94)
(2,312)
(353)
(3,231)
(173)
(5,148)
(9,173)
–
–
–
–
21,103
6,846
23,400
–
–
–
–
–
–
–
–
8,386
(893)
(69)
288
(674)
8,853
8,179
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
30. SEGMENT INFORMaTION CoNtiNUED
the accounting policies of the reportable segments are consistent with the group’s accounting policies. segment result
represents profit before depreciation, amortisation, 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
healthcare
Animal care
Group
2012
$’000
2011
$’000
496,310
161,689
538,319
–
657,999
538,319
for the purposes of monitoring segment performance and allocating resources between segments, the chief operating decision
maker monitors the tangible, intangible and financial assets attributable to each segment. Assets used jointly by reportable
segments are allocated on the basis of revenues earned by individual reportable segments.
(d) Revenues from major products and services
the group’s major products and services are the same as the reportable segments i.e. healthcare, animal care and scientific.
Revenues are reported above under (b) segment revenues and results.
(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 financial instruments and deferred tax assets are detailed below:
Continuing and discontinued operations
Revenue from external customers
New Zealand
Australia
Non-current assets
New Zealand
Australia
(f) information about major customers
Group
2012
$’000
2011
$’000
1,252,123
176,556
1,215,417
136,725
1,428,679
1,352,142
210,465
24,941
135,625
20,156
235,406
155,781
No revenues from transactions with a single customer amount to 10% or more of the group’s revenues (June 2011: Nil).
70
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
31. RELaTED PaRTY DISCLOSuRES
(a) Parent Entities
the parent entity in the group is Ebos group limited.
(b) Equity interests in Related Parties
Equity interests in subsidiaries
Details of the percentage of ordinary shares held in subsidiaries are disclosed in note 15 to the financial statements.
(c) Transactions with Related Parties
Transactions involving the parent entity
Amounts receivable from and payable to related parties at balance date are:
pRNZ limited
Ebos group pty limited
Ebos shelf Company New Zealand limited
healthcare Distributors limited
Ebos health and science pty limited
masterpet Corporation limited
2012
$’000
2011
$’000
3,570
1,925
(29,576)
348
1,087
19,836
(12,315)
(12,846)
(29,303)
348
1,190
–
(2,810)
(52,926)
During the financial year, Ebos group limited received dividends of $22,677,000 (2011: $23,305,000) from its subsidiaries.
During the financial year, Ebos group limited provided accounting and administration services to its subsidiaries for a
consideration of $440,000 (2011: $456,000) and charged royalties for the use of intellectual property, brand names and patents
totalling $4,700,000 (2011: $3,960,000).
During the financial year, Ebos group limited rented warehouse space and contracted labour from its subsidiaries for a total
cost of $90,000 (2011: $94,000).
Terms/price under which related party transactions were entered into
All loans advanced to and payable by subsidiaries are unsecured, subordinate to other liabilities and are at call. interest rates
determined by the directors were 0% - 5% (2011: 0% - 6.45%). During the financial year, Ebos group limited received interest
of $128,000 (2011: $233,000) from loans to subsidiaries, and paid interest of $606,000 (2011: $606,000) to subsidiaries.
No amounts were provided for doubtful debts relating to debts due from related parties at reporting date (2011: Nil).
Guarantees provided or received
As detailed in note 29, Ebos group limited has entered into a deed of cross guarantee with certain wholly-owned subsidiaries.
(d) Key management Personnel Remuneration
Details of key management personnel remuneration are disclosed in note 4 to the financial statements.
71
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
32. FINaNCIaL INSTRuMENTS
(a) Financial risk management objectives
the group’s corporate treasury function provides services to the group’s entities, co-ordinates access to domestic and
international financial markets, and manages the financial risks relating to the operation of the group.
the group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
the use of financial derivatives is governed by the group’s policies approved by the board of Directors, which provide written
principles on the use of financial derivatives. Compliance with policies and exposure limits is reviewed on a regular basis.
(b) market risk
the group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.
the group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign currency
risk, including:
• forward foreign exchange contracts to hedge the exchange rate risk arising on imports of product;
• interest rate swaps to mitigate the risk of rising interest rates.
(c) Foreign currency risk management
the group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations
arise. Exchange rate exposures are managed within approved policy parameters utilising forward foreign exchange contracts.
Forward foreign exchange contracts
it is the policy of the group to enter into forward foreign exchange contracts to cover specific foreign currency payments and
receipts within 60% to 100% of the exposure generated. the group also enters into forward foreign exchange contracts to
manage the risk associated with anticipated sales and purchase transactions out to 12 months within 20% to 75% of the
exposure generated.
the fair value of forward exchange contracts is derived using inputs supplied by third parties that are observable either directly
(i.e. prices) or indirectly (i.e. derived from prices). therefore the group has categorised these derivatives as level 2 under the fair
value hierarchy contained within the amendment to NZ ifRs 7.
Outstanding Contracts
2012
2011
Average exchange rate
foreign currency
2011
fC’000
2012
fC’000
Contract value
2011
$’000
2012
$’000
2012
$’000
fair value
2011
$’000
Buy Australian Dollars
less than 3 months
Buy Euro
less than 3 months
3 to 6 months
6 to 9 months
Buy Pounds
less than 3 months
Buy uS Dollars
less than 3 months
3 to 6 months
6 to 9 months
0.779
0.765
1,131
800
1,452
1,045
(12)
(14)
0.618
0.620
0.626
0.544
–
–
1,604
900
300
200
–
–
2,597
1,453
479
367
–
–
(48)
(13)
3
(8)
–
–
0.490
0.490
510
535
1,042
1,091
(35)
(46)
0.797
0.807
0.825
0.794
–
–
4,043
1,500
500
1,400
–
–
5,073
1,859
606
1,763
–
–
14,561
4,266
40
44
30
9
(62)
–
–
(130)
the above financial instruments relate to the group and parent entity. the fair value of forward foreign exchange contracts
outstanding are recognised as other financial assets/liabilities. hedge accounting is applied for certain forward foreign exchange
contracts. typically these contracts that have hedge accounting applied are for periods greater than 3 months.
(d) interest rate risk management
the group is exposed to interest rate risk as it borrows funds at floating interest rates. the risk is managed by the use of interest
rate swap contracts.
72
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
interest rate swap contracts
Under interest rate swap contracts, the group agrees to exchange the difference between fixed and floating rate interest
amounts calculated on agreed notional principal amounts. such contracts enable the group to mitigate the risk of changing
interest rates on debt held. the fair value of interest rate swaps are based on market values of equivalent instruments at the
reporting date.
Outstanding Contracts
outstanding variable rate for fixed contracts
less than 1 year
1 to 3 years
3 to 5 years
Outstanding Contracts
outstanding variable rate for fixed contracts
less than 1 year
3 to 5 years
Average contracted fixed
interest rate
2011
%
2012
%
Group
Notional principal amount
2011
$’000
2012
$’000
5.13
4.03
3.28
7.47
5.13
–
2,500
5,102
74,082
22,257
2,500
–
81,684
24,757
Average contracted fixed
interest rate
2011
%
2012
%
–
3.16
7.39
–
Parent
Notional principal amount
2011
$’000
2012
$’000
–
57,500
57,500
15,000
–
15,000
2012
$’000
(16)
(82)
(332)
(430)
2012
$’000
–
(124)
(124)
fair value
2011
$’000
(616)
(69)
–
(685)
fair value
2011
$’000
(468)
–
(468)
the fair value of interest rate swaps outstanding are recognised as other financial assets/liabilities. hedge accounting has been
adopted. the fair value of interest rate swaps is derived using inputs supplied by third parties that are observable either directly
(i.e. prices) or indirectly (i.e. derived from prices). therefore the group has categorised these derivatives as level 2 under the fair
value hierarchy contained within the amendment to NZ ifRs 7.
(e) Liquidity
the group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve banking facilities by
continuously monitoring forecast and actual cashflows and matching maturity profiles of financial assets and liabilities.
the following tables detail the group’s remaining contractual maturity for its financial assets and financial liabilities. the tables
have been drawn up based on the undiscounted cash flows of the financial assets and liabilities. the table includes both interest
and principal cash flows.
Group – 2012
Weighted average
effective interest rate
%
on Demand
$’000
less than
1 year
$’000
maturity Dates
1-2 Years
$’000
2-3 Years
$’000
3-4 Years
$’000
4-5 Years
$’000
5+ Years
$’000
total
$’000
2.5
–
–
52,646
175,712
–
228,358
–
–
109
109
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
52,646
175,712
109
– 228,467
5.4
307
– 275,027
–
–
–
8.6
4.6
–
–
521
665
15,676
530
–
521
495
9,931
–
–
521
704
61,307
–
275,334
17,392
10,947
62,532
–
521
–
7,080
–
7,601
–
521
–
65,315
–
–
307
4,687 282,319
1,864
–
– 159,309
530
–
65,836
4,687 444,329
Financial assets:
Cash and cash equivalents
trade and other receivables
other financial assets
Financial liabilities:
bank overdraft
trade and other payables
finance leases
bank loans
other financial liabilities
73
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
32. FINaNCIaL INSTRuMENTS CoNtiNUED
Group – 2011
Weighted average
effective interest rate
%
on Demand
$’000
less than
1 year
$’000
maturity Dates
1-2 Years
$’000
2-3 Years
$’000
3-4 Years
$’000
4-5 Years
$’000
5+ Years
$’000
total
$’000
Financial assets:
Cash and cash equivalents
trade and other receivables
Financial liabilities:
trade and other payables
finance leases
bank loans
other financial liabilities
2.5
99,678
– 152,797
252,475
– 258,951
–
–
–
14.6
4.2
–
258,951
–
–
–
535
7
2,401
815
3,758
–
–
–
536
6
2,401
–
2,943
–
–
–
–
–
–
536
–
2,401
–
2,937
536
–
57,177
–
57,713
maturity Dates
–
–
–
536
–
–
–
536
–
99,678
– 152,797
– 252,475
5,357 266,987
13
64,380
815
–
–
–
5,357 332,195
Parent – 2012
Weighted average
effective interest rate
%
on Demand
$’000
less than
1 year
$’000
1-2 Years
$’000
2-3 Years
$’000
3-4 Years
$’000
4-5 Years
$’000
5+ Years
$’000
total
$’000
Financial assets:
Cash and cash equivalents
trade and other receivables
Advances to subsidiaries
Financial liabilities:
trade and other payables
bank loans
other financial liabilities
Advances from subsidiaries
2.5
–
5.0
–
4.5
–
–
7,413
8,943
–
–
– 28,104
16,356
28,104
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
8,131
–
–
–
8,131
–
23,045
222
29,576
52,843
–
8,027
–
–
8,027
–
59,481
–
–
59,481
–
5,265
–
–
5,265
–
26,855
–
–
26,855
–
–
–
–
7,413
8,943
28,104
44,460
–
8,131
– 122,673
222
–
29,576
–
– 160,602
Parent – 2011
Weighted average
effective interest rate
%
on Demand
$’000
less than
1 year
$’000
maturity Dates
1-2 Years
$’000
2-3 Years
$’000
3-4 Years
$’000
4-5 Years
$’000
5+ Years
$’000
total
$’000
Financial assets:
Cash and cash equivalents
trade and other receivables
Advances to subsidiaries
Financial liabilities:
trade and other payables
bank loans
other financial liabilities
Advances from subsidiaries
2.5
–
5.0
–
3.3
–
3.3
73,130
10,183
–
83,313
–
–
1,615
1,615
8,826
–
–
–
8,826
–
921
598
56,241
57,760
–
–
–
–
–
921
–
–
921
–
–
–
–
–
921
–
–
921
–
–
–
–
–
28,154
–
–
28,154
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
73,130
10,183
1,615
84,928
8,826
30,917
598
56,241
96,582
in may 2012 the group secured banking facilities up to August 2016.
the group maintains the following lines of credit:
$1.7 million (2011: $2.9 million) overdraft facilities and term loan facilities of $124 million maturing in August 2014 and of
$80 million maturing in August 2016 (2011: $99m million maturing in August 2014).
interest is payable at a base rate plus specified margin.
74
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
(f) Sensitivity Analysis
(i) interest Rate Sensitivity Analysis
the sensitivity analysis below has been determined based on the exposure to interest rates for financial instruments at the
balance date. the analysis is prepared assuming the amount of the financial instrument outstanding at the balance sheet date
was outstanding for the whole year.
the impact on profit for the Year and total Equity as a result of a 100 basis point movement in interest rates is as follows:
+ 100 basis point shift up in yield curve
impact on profit
impact on total Equity
– 100 basis point shift down in yield curve
impact on profit
impact on total Equity
Group
2012
$’000
–
2,939
2011
$’000
–
150
Parent
2012
$’000
–
2,144
2011
$’000
–
89
–
(3,083)
–
(151)
–
(2,251)
–
(90)
(ii) Foreign Currency Sensitivity Analysis
the following table details the group’s sensitivity to a 10% increase or decrease in foreign currencies against the group’s
functional currency (New Zealand dollars). the sensitivity analysis includes any outstanding foreign currency contracts and
adjusts their translation at the year end for a 10% change in foreign currency rates. A positive number below indicates an
increase in profit and equity where the functional currency weakens 10% against the relevant currency.
+ 10% shift in NZD rate
impact on profit for the Year
impact on total Equity
– 10% shift in NZD rate
impact on profit for the Year
impact on total Equity
Group
2012
$’000
(353)
(1,323)
432
1,619
2011
$’000
(373)
(373)
456
456
Parent
2012
$’000
(353)
(353)
432
432
2011
$’000
(373)
(373)
456
456
in management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end
exposure does not reflect the exposure during the year.
75
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
32. FINaNCIaL INSTRuMENTS CoNtiNUED
(g) Credit Risk management
Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the group.
the group has adopted a policy of only dealing with credit worthy counter parties and obtaining sufficient collateral where
appropriate, as a means of mitigating the risk of financial loss from defaults.
trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. ongoing
credit evaluation is performed on the financial condition of the trade receivables.
the carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the
group’s maximum exposure to credit risk without taking account of the value of any collateral obtained.
the maximum credit risk associated with guarantees provided by the group and parent are disclosed in note 29.
the group does not have any significant credit risk exposure to any single counter party or any group of counter parties having
similar characteristics. the credit risk on liquid funds and derivative financial instruments is limited because the counter parties
are banks with high credit ratings assigned by international credit rating agencies.
(h) Fair Value of Financial instruments
the Directors consider that the carrying amount of both financial assets and financial liabilities recorded in the financial
statements approximates their fair values.
the fair values and net fair values of financial assets and financial liabilities are determined as follows:
• the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets
is determined with reference to quoted market prices;
• the fair value of other financial assets and financial liabilities is determined in accordance with generally accepted pricing
models based on discounted cash flow analysis; and
• the fair value of derivative instruments is calculated using quoted prices. Where such prices are not available use is made of
discounted cash flow analysis using the applicable yield curve for the duration of the instruments.
transaction costs are included in the determination of net fair value.
(i) Liquidity Risk management
the group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by
continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
(j) Capital Risk management
the group manages its capital to ensure that each entity within the group will be able to continue as a going concern while
maximising the return to stakeholders through the optimisation of the debt and equity. the group’s overall strategy remains
unchanged from 2011.
76
NOTES TO THE FINaNCIaL STaTEMENTS CoNtiNUED
for the financial Year ended 30 June, 2012
33. DISCONTINuED OPERaTIONS
on 1 september 2010 the group’s scientific businesses were disposed of. the disposal of the scientific businesses is consistent
with the group’s long-term policy to focus its activities in the healthcare market.
Details of the assets and liabilities disposed of are disclosed in note 25.
the results of the discontinued operations included in the income statement and statement of comprehensive income are set
out below.
Comparative profit and cash flows from discontinued operations have been re-presented.
Revenue
Revenue from the sale of goods
Revenue from the rendering of services
interest revenue
other revenue
(Loss)/profit before income tax expense
profit before income tax expense has been arrived at after (charging) the following gains
and losses from operations:
gain on sale of property, plant and equipment
(loss)/profit before income tax has been arrived at after (charging) the following expenses by nature:
Cost of sales
Write-down of inventory
finance costs:
bank interest
other interest expense
total finance costs
Net bad and doubtful debts arising from:
impairment loss on trade & other receivables
Depreciation of property, plant and equipment
operating lease rental expenses:
minimum lease payments
Donations
Employee benefit expense
other expenses
total expenses
(Loss)/profit before income tax expense
income tax credit/(expense)
gain on disposal of operations
profit for the year from discontinued operations
Cash flows from discontinued activities
Net cash flows from operating activities
Net cash flows from investing activities
Net cash flows from financing activities
Net cash flows
34. EVENTS aFTER BaLaNCE DaTE
Group
2012
$’000
2011
$’000
(2 months)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
7,814
569
3
–
8,386
–
(5,190)
(251)
–
–
–
–
(69)
(267)
–
(2,476)
(1,095)
(9,348)
(962)
288
(674)
8,853
8,179
3,017
43,864
–
46,881
subsequent to year end the board have approved a final dividend to shareholders. for further details please refer to note 23.
77
aDDITIONaL STOCK EXCHaNGE INFORMaTION
As at 31 July 2012
Twenty Largest Shareholders
Accident Compensation Corporation
Whyte Adder No.3 limited
tea Custodians limited
New Zealand superannuation fund Nominees limited
Custodial services limited
forsyth barr Custodians limited <1-33>
herpa properties limited
Custodial services limited
Citibank Nominees (New Zealand) limited
superlife trustee Nominees limited
Custodial services limited
forsyth barr Custodians limited <1-17.5>
peter miles merton & CWm trustee Company limited
Elite investment holdings limited
forsyth barr Custodians limited <1-30>
mark brendon Waller & Angela laura Waller
Custodial services limited
philip gardiner-garden
Custodial services limited
investment Custodial services limited
fully paid shares
percentage of paid capital
4,730,855
3,754,868
2,740,633
1,926,066
1,572,250
1,186,689
710,106
675,298
649,079
630,168
613,230
526,922
521,277
500,000
457,727
424,703
408,035
385,589
376,995
360,915
23,151,405
9.08%
7.21%
5.26%
3.70%
3.02%
2.28%
1.36%
1.29%
1.25%
1.21%
1.18%
1.01%
1.00%
0.96%
0.88%
0.82%
0.78%
0.74%
0.72%
0.69%
44.44%
Substantial Security Holders
As at 31 July 2012 the following persons are deemed to be substantial security holders in accordance with section 26 of the
securities Amendment Act 1988.
Accident Compensation Corporation
Whyte Adder No.3 limited and herpa properties limited
tea Custodians ltd
Distribution of Shareholders and Shareholdings
size of holding
1 to 999
1,000 to 4,999
5,000 to 9,999
10,000 to 49,999
50,000 to 99,999
100,000 to 499,999
500,000 to 999,999
1,000,000 and over
total
Registered Address of Shareholders
New Zealand
overseas
total
fully paid shares
percentage of paid capital
4,730,855
4,464,974
2,740,633
11,936,462
9.08%
8.57%
5.26%
22.91%
holders
fully paid shares
percentage of paid capital
1,198
2,604
795
578
38
28
8
6
5,255
5,028
227
5,255
513,098
6,297,138
5,370,145
10,452,865
2,429,704
6,307,096
4,826,080
15,911,361
52,107,487
50,172,585
1,934,902
52,107,487
0.98%
12.08%
10.31%
20.06%
4.66%
12.10%
9.26%
30.55%
100.00%
95.70%
4.30%
100.00%
78
DIRECTORY
CORPORaTE HEaD OFFICE
108 Wrights Road
po box 411
Christchurch 8024
telephone +64 3 338 0999
fax +64 3 339 5111
E-mail: ebos@ebos.co.nz
internet: www.ebos.co.nz
Chairman
Chief Executive & managing Director
DIRECTORS
Rick Christie
mark Waller
Elizabeth Coutts
peter Kraus
sarah ottrey
barry Wallace
SENIOR EXECuTIVES
Chief Executive
mark Waller
michael broome group general manager – healthcare logistics/propharma
Angus Cooper
general manager – group projects/mergers & Acquisitions
Dennis Doherty
Chief financial officer
general manager – Ebos healthcare New Zealand
Kelvin hyland
general manager – Ebos healthcare Australia
David lewis
greg managh
group general manager – health support/mis
Chief Executive – masterpet
sean Duggan
auDITOR
Deloitte
Christchurch
BaNKERS
ANZ National bank limited
Auckland
bank of New Zealand
Christchurch
SOLICITOR
Chapman tripp
Christchurch
SHaRE REGISTER
Computershare investor services ltd
private bag 92119
Auckland 1142
159 hurstmere Road
takapuna, North shore City 0622
New Zealand
telephone: (09) 488 8777
managing your Shareholding Online:
to change your address, update your payment instructions and to view your
investment portfolio including transactions, please visit:
www.computershare.co.nz/investorcentre
general enquiries can be directed to:
• enquiry@computershare.co.nz
• Private Bag 92119, Auckland 1142, New Zealand
• Telephone +64 9 488 8777 Facsimile +64 9 488 8787
please assist our registrar by quoting your CsN or shareholder number.
79
TRaDING ENTITIES
EBOS HEaLTHCaRE – NEw ZEaLaND
14-18 Lovell Court
Rosedale
PO Box 302-161
North Harbour Postal
Centre
Auckland
New Zealand
Phone: +64 9 415 3267
Fax: +64 9 415 4004
ebos@ebos.co.nz
EBOS HEaLTHCaRE – auSTRaLIa
Unit 2, 109 Vanessa Street
PO Box 100
Kingsgrove, NSW 2208
Australia
Phone: +61 2 9502 8410
Fax: +61 2 9502 8411
ebos@ebosgroup.com.au
PROPHaRMa
PO Box 62-027
Sylvia Park
Auckland 1644
New Zealand
Phone: +64 9 570 1080
Fax: +64 9 915 9581
info@propharma.co.nz
PHaRMaCY wHOLESaLER RuSSELLS
PO Box 71149
Rosebank 1348
Auckland
New Zealand
Phone: +64 9 968 6750
Fax: +64 9 968 6754
HEaLTHCaRE LOGISTICS
58 Richard Pearse Drive
Mangere
Auckland 2022
New Zealand
Phone: +64 9 918 5100
Fax: +64 9 918 5101
HEaLTH SuPPORT
56 Carrington Road
P O Box 44027
Pt Chevalier
Auckland 1246
New Zealand
Phone: +64 9 815 2600
Fax: +64 9 815 1911
sales@healthsupport.co.nz
MaSTERPET NEw ZEaLaND
1-9 Bell Road South
Lower Hutt 5010
New Zealand
Phone: +64 4 570 3232
Fax: +64 4 570 3229
MaSTERPET auSTRaLIa
Lot 2, 31 Topham Road
Smeaton Grange
NSW 2567
Australia
Phone: +61 2 1300 651 111
Fax: +61 2 1300 652 222
VITaL MEDICaL SuPPLIES
PO Box 100
Kingsgrove, NSW
Phone: +61 2 1300 557 651
Fax: +61 2 1300 557 631
80
One of the leading independent
distributors of healthcare and animal
care products in New Zealand,
Australia and the Pacific Islands.
www.ebos.co.nz