As we have continued to respond
to challenges in our society,
it is our people who have stood
tall in a time of need, going
above and beyond to ensure
that EBOS fulfils its commitment
to providing essential healthcare
and animal care services across
our key markets.
2021 Annual Report
Contents
04
96
Business Overview
Corporate Governance
04 Foreword
06 Summary of Results
08 CEO & Chair Report
14 EBOS Group Overview
16 Our People
22 Environment, Social
and Governance
24 Community and Environment
28 Business Highlights
34 Our Board
98
Remuneration
106
36
Financials
Directors’ Interests
and Disclosures
36 Financial Summary
40 Independent Auditor’s Report
44 Financial Statements
111
Directory
2021 Annual Report
2021 Annual Report
Foreword
United by a common purpose of connecting
communities to care, EBOS’ team of more than
3,700 employees working across New Zealand,
Australia and abroad have demonstrated unwavering
resilience and dedication in continuing to deliver for
our customers and the communities that rely on us
every day.
As we have continued to respond to challenges in our
society, it is our people who have stood tall in a time
of need, going above and beyond to ensure that EBOS
fulfils its commitment to providing essential healthcare
and animal care services across our key markets.
Our commitment is supported by a proven
management strategy, which has seen EBOS focus on
long-term investments in our operations and being an
employer of choice, ensuring we attract and retain the
best talent to support our business objectives.
It is thanks to this approach that EBOS has further
reinforced its reputation as the leading healthcare and
animal care company in New Zealand and Australia,
which is reflected in our continued financial strength
as we deliver another year of growth and increased
returns for our valued shareholders.
This year’s Annual Report is a rightful reflection on our
efforts to withstand one of the most challenging periods
our society has faced and an acknowledgement of all
in our business who have ensured that EBOS continues
to fulfil its commitment to all New Zealanders and
Australians.
Highlights
billion revenue
$9.2
$188.2
114.9c
million underlying NPAT
underlying earnings per share
Our shareholders
shareholders
11,650
88.5c
total dividends per share (NZ)
All figures in this report are in Australian dollars, unless otherwise stated.
This year’s Annual
Report is a rightful
reflection on our efforts
to withstand one of the
most challenging periods
our society has faced and
an acknowledgement of
all in our business who
have ensured that EBOS
continues to fulfil its
commitment to all New
Zealanders and Australians.
Our business
3,700
employees
Australia
72%
New Zealand
28%
63*
locations in New
Zealand and Australia
*Includes all offices and warehouses in New Zealand
and Australia.
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2021 Annual Report
Summary of Results
Financial Highlights
Reported Results
$9.2
billion revenue
+ 5.0% increase
$188.2
million underlying net profit after tax
+ 15.5% increase
114.9c
underlying earnings per share
+ 14.0% increase
NZ88.5c
dividends per share
+ 14.2% increase
290.7
260.5
218.2
218.3
197.1
2017
2018
2019
2020
2021
Five year EBIT trend for the year to 30 June ($millions)
185.3
162.5
125.9
137.3
137.7
2017
2018
2019
2020
2021
Five year NPAT trend for the year to 30 June ($millions)
Underlying Results
218.2
229.6
204.4
294.5
263.1
2017
2018
2019
2020
2021
Five year EBIT trend for the year to 30 June ($millions)
188.2
162.9
144.4
130.9
137.3
2017
2018
2019
2020
2021
Five year NPAT trend for the year to 30 June ($millions)
Segment and Divisional Earnings Overview
Data based on gross operating revenue, which comprises revenue less
cost of sales (including any adjustments to inventory).
Healthcare
86%
Animal Care
14%
Pharmacy
51%
26%
Institutional
Contract Logistics
9%
14%
Animal Care
Revenue
Underlying EBIT
Australia
New Zealand
80%
20%
Australia
New Zealand
86%
14%
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Underlying Results are adjusted for one-off items.
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CEO & Chair Report
Once again, the success we
have achieved as a business in
the 2021 financial year is due
to the efforts of our more than
3,700 employees across
New Zealand and Australia.
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As we continue to navigate our way through
uncertain times, we are pleased to report on the
2021 financial year and another record financial
result for EBOS.
The record result is reflective of the combined
strength of EBOS’ diverse portfolio of high-
performing businesses together with the
extraordinary contribution of our people who
have continued to serve and provide for our
communities across New Zealand and Australia.
Highlights
In this time of ongoing uncertainty, EBOS’
adherence to our core business strategy and our
unwavering commitment to the communities we
serve has ensured we remain a valued partner
for our customers, government and other
stakeholders, while continuing to deliver strong
returns for our shareholders.
Once again, the success we have achieved as a
business in the 2021 financial year is due to the
efforts of our more than 3,700 employees across
New Zealand and Australia.
Throughout this report, we highlight examples of
the extraordinary commitment by our employees
during the year. From those in our distribution
centres responsible for delivering our healthcare
and animal care products, to the pharmacists in
our HPS network on the front line who provide and
administer care and advice to customers, we have
witnessed countless examples of our employees
going above and beyond to continue to deliver for
our customers and our communities.
Throughout 2021, EBOS has been working
closely with the New Zealand Ministry of Health
(MoH) to facilitate the rollout of the COVID-19
vaccine across the country. It is testament to the
professionalism of our Healthcare operations that
we were chosen to be a provider to the MoH of
logistical services for the COVID-19 vaccine.
The handling of the Pfizer-BioNTech vaccine,
which has been the primary focus of vaccination
efforts in New Zealand to date, requires special
handling and low temperature storage between
–60 and –90 degrees Celsius. Faced with this
unique challenge, EBOS was the first in market
to design and source a solution for the ultra-low
temperature storage required. The ingenuity,
resourcefulness and dedication of our people
involved in this significant logistical operation is to
be commended.
In our Australian Community Pharmacy business,
it has been very pleasing to see the continued
strong growth of TerryWhite Chemmart (TWC)
over the last 12 months. TWC welcomed 36 net new
pharmacies during the period, which is the largest
annual increase on record. Building on store
growth in previous periods, these new pharmacies
further strengthen TWC’s position as Australia’s
largest health-advice oriented community
pharmacy network. The strong performance of
TWC was also driven by continued increases in
marketing investment, successful implementation
of e-script readiness and continued vaccination
leadership. During the 2021 flu season, our TWC
network administered more than 245,000 flu
vaccines via a dedicated patient booking system
and it is this proven expertise in administering
vaccines, together with on-site clinic rooms
and leading training programs, that have TWC
well positioned to play a key role administering
vaccines as part of Australia’s COVID-19
vaccination program.
In line with our strategy of investing for growth
through acquisitions, EBOS increased its portfolio
of businesses with two acquisitions completed
prior to 30 June. The first of these was the
acquisition of medical devices and distribution
company Cryomed in October 2020. Established
in 2013, Cryomed markets and distributes devices
and consumables used in aesthetic procedures
in Australia and New Zealand. In our Animal
Care segment, EBOS acquired the veterinary
wholesale business of CH2 in late 2020, which was
then successfully integrated with Lyppard, our
Australian veterinary wholesaling business.
Subsequent to 30 June, the Group completed the
acquisition of Pioneer Medical, which is a New
Zealand based importer and distributor of spine
and major joint implants and associated surgical
technologies for orthopaedic and neurosurgery.
This represents our third acquisition since entering
the medical device distribution market in 2019, and
will result in the combined business generating
aggregate annualised revenue of more than
$70 million. We will continue to pursue further bolt-
on acquisitions focusing on therapeutic areas that
offer promising organic growth, with the objective
of building a significant business over time.
In addition, EBOS has a high degree of certainty
of executing a further acquisition in the near
term that will contribute to further growth in our
Institutional Healthcare division.
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CEO & Chair Report
Our Animal Care segment achieved strong results
in the financial year, with increased pet ownership
and trends such as the humanisation of pets and
premiumisation of pet care products combining to
drive market growth. With more people remaining at
home due to COVID-19 restrictions, pet ownership in
New Zealand and Australia has increased and, with
consumers spending more time with their pets, there
has been a heightened demand for high quality animal
care products.
In an exciting new development, we are pleased to
announce a significant capital investment in our
Animal Care segment. A new state-of-the-art pet food
manufacturing facility located in NSW, Australia,
is under construction at a cost of approximately
$80 million and will facilitate insource manufacturing
of Black Hawk as well as accelerate new product
development opportunities. This initiative is expected
to generate returns over the medium term in line with
the Group’s return on capital employed.
COVID-19
The unpredictable nature of COVID-19 has required
EBOS to be flexible in managing individual situations
across our New Zealand and Australian operations.
Our businesses continue to stringently follow COVID-19
protocols and the advice of local authorities as
applicable to the circumstances at the time.
The unpredictable nature
of COVID-19 has required
EBOS to be flexible in
managing individual
situations across our
New Zealand and
Australian operations.
Throughout the pandemic, we have implemented strict
controls with the objective of keeping both our people
safe and our primary distribution facilities open to
ensure the uninterrupted supply of medicines across
the community.
The EBOS Pandemic Response Team, consisting of
the CEO and direct reports, continues to oversee all
COVID-19 related matters impacting our employees
and businesses. The impacts of lockdowns and other
restrictions has put extra demands on the business
and our people. We are very conscious of the wellbeing
and safety of our people and have invested in extra
resources to assist us through the pandemic.
Community and ESG
During the financial year, EBOS invested significantly
in the development of our Environmental, Social and
Governance (ESG) Program. As first reported last
year, this program is a key initiative for the future of
EBOS that will serve as the framework for responsible
governance and organisational practices to ensure we
continue to meet the expectations of our stakeholders
and maintain our social licence to operate. Many of the
initiatives that fall within the remit of our ESG Program
have been established for some time; however, the
intention of the Program is to formalise this activity in a
way that is measurable and can be accurately reported
on. Importantly, we also seek to highlight areas where
we can continue to improve, thereby enabling more
structured governance, evaluation and disclosure as
part of our comprehensive approach to responsible
corporate leadership.
It is therefore pleasing that, in tandem with the release
of this year’s Annual Report, we are also releasing EBOS’
first Sustainability Report, which reports on our ESG
activity over the financial year. The highlights of the
Sustainability Report are presented on pages 22–23 of
this report and it is pleasing to see the progress that we
have already made in such an important area.
Our Employees
At the conclusion of 2020, EBOS released an internal
publication, Our Heroes, which highlighted the
extraordinary efforts of our people in a year like no
other. The publication focused on the experiences of
a selection of EBOS employees who went above and
beyond in continuing to service our customers and
our communities, despite being faced with significant
adversity and ever changing circumstances.
We feature a selection of stories from our ‘heroes’
throughout this report, which provides a snapshot of
these moments of exceptional effort, commitment,
ingenuity and collaboration to get the job done
under, at times, the most difficult of circumstances.
We see here the very best of our people and the
Board and Executive Leadership Team once again
thank them for their efforts and recognise the
enormous contribution all our 3,700 employees have
made over the past year and continue to make as
we move forward.
Our Board
Over the last two years, three new directors have
joined our Board and our Board size has increased
by two to seven directors. Most recently, Dr Tracey
Batten was appointed to our Board, effective
1 July 2021, and she will stand for election at the
next Annual Meeting. Tracey has had an extensive
executive career in the healthcare sector in
Australia and the United Kingdom and is now a
non-executive director and resides in New Zealand.
Our Board has a diverse range of skills and a wealth
of industry and governance experience, which has
been especially critical over the last 18 months
and will continue to be necessary with the ongoing
uncertainty. Our Board has been planning for
succession as there are directors with long tenures
who have an intention to retire over the next few
years. Succession takes time as we wish to ensure
the stability and culture, which has underpinned
EBOS’ success, is maintained.
Dividend
The Directors have announced a final dividend of
NZ 46 cents per share which takes full year
dividends to NZ 88.5 cents per share, an increase
of 14.2% on the prior year.
Outlook
EBOS has continued to demonstrate the benefits
of our diversified Healthcare and Animal Care
strategy, despite the challenges of COVID-19,
delivering strong earnings growth in FY21 and
we expect to be able to generate further growth
in FY22.
The Group’s portfolio of businesses has proven
to be very resilient throughout the COVID-19
pandemic; however, the situation in Australia with
its major states in and out of lockdowns is evidence
of the material uncertainties that exist and that
may impact upon the Group’s future trading
performance.
We thank our shareholders for their ongoing
support and the trust placed in the Board,
Executive and employees of EBOS.
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Our heroes
Michael Hallows
Northern Field Sales Manager
Masterpet NZ
As the North Island Field Sales Manager
for Masterpet’s specialty retail division,
a key challenge for Michael and his
team in the early days of the pandemic
was helping their more than 400
customers navigate the confusion
of the initial lockdown and whether
they, as speciality pet retailers, could
continue to operate. Lockdown also saw
the Masterpet sales team quickly adapt
to good effect by rolling out business
improvement projects, including
aligning the company to a local
ecommerce platform to add extra value
for their customers.
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Bird Barn since 1982, making them one of our oldest customers in New Zealand.
EBOS Group Limited
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Michael with long standing EBOS customer, Bird Barn. EBOS has been servicing
2021 Annual Report
EBOS Group Overview
Healthcare
Animal Care
Community Pharmacy
Institutional Healthcare
Contract Logistics
Animal Care
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Our People
The past year has once again reinforced the dedication
and resilience of the more than 3,700 EBOS employees
across New Zealand and Australia.
Whether they are in our distribution centres picking and
packing essential healthcare and animal care products,
standing on the front line as hospital pharmacists,
or working hard behind the scenes to support and
coordinate our daily efforts as an essential services
provider, all of our people have an important role to play
in ensuring we deliver for our customers.
Through the unique skills that they each bring, it is our
people who are central to ensuring we maintain our
position as a market leader across New Zealand and
Australia. And it is our commitment, as an organisation,
to support our people by ensuring they come to
work each day knowing they are safe, respected and
appreciated for the contributions they make.
As part of this commitment to being an employer of
choice and to ensure we attract and retain the best
talent, we strive to provide opportunities for our people
to grow – to develop their skills and advance their
careers – while also recognising those among us who go
above and beyond in their contributions to EBOS.
GEM (Great Efforts Matter) Awards
The past 18 months have brought out the very best
in our people and we could not be prouder of the
unwavering dedication they have shown in the face of
challenging circumstances.
Accordingly, our annual employee awards – the GEM
Awards – took on special meaning in 2020 as we
recognised those among us who went the extra mile in
servicing our customers during times of need.
While we were not able to convene in person to
celebrate the GEM Awards, we ran a virtual event to
recognise our award recipients, with the following EBOS
employees recognised:
GEM Awards recipients:
Scott Bishop – Masterpet
Rachel Blight – Symbion
Simon Boliancu – Symbion
Phillip Carruthers – Lyppard
Navin Chand – Healthcare Logistics
Theo Chronopoulos – Symbion
Brodie Creaser – Intellipharm
Tracy Endacott – Lyppard
Kylie Fenwick – TerryWhite Chemmart
Michael Hallows – Masterpet
Jared Holmes – ProPharma
Emily Kath – Symbion
Lisa Koh – Symbion
Mejaney Kuo – Endeavour Consumer Health
Annisia Lesik – Symbion
Michael Mamo – Masterpet
Stuart McAskill – Masterpet
Tailua Mika – Healthcare Logistics
Gabrielle Palmer – Masterpet
Bem Phan – EBOS Group Finance
Mohamed Ramulan – Onelink
Suresh Reddy Mallepally – Endeavour
Consumer Health
Dawei Shi – Healthcare Logistics
Mihir Thakkar – EBOS Healthcare
Shaun Todd – Masterpet
Nona Tuiuli – Onelink
Dianne Tyrell – Symbion
Cathryn Weymouth – Lyppard
Belinda Wiemers – LMT Surgical
Cheumen Yen – EBOS Group IT
Kelly Young – TerryWhite Chemmart
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brought out the very best in
our people and we could not
be prouder of the unwavering
dedication they have shown
in the face of challenging
circumstances.
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Our People
Heroes campaign
Late last year, EBOS launched a campaign called
‘Our Heroes’, which reflected on the efforts of our
people in supporting communities during times of
need, such as the 2019–20 Australian bushfires and
COVID-19.
We discovered incredible stories of sacrifice from
team members who remained distant from family
and friends for long periods of time to ensure they
could continue to safely perform their duties at work.
Others worked extraordinary hours during the height
of the pandemic to ensure EBOS was able to continue
to deliver for our customers in the face of unexpected
demand and we also heard how our teams adapted
to working from home and under robust health
guidelines.
These stories were many and, while we were not able
to capture the efforts of everyone across EBOS, we
have included a selection of these stories throughout
this year’s Annual Report.
Rolling out new workplace policies
In 2021, EBOS was proud to implement a series of new
workplace policies, which provide our employees with
guidance on acceptable workplace behaviour and
outline our efforts to promote an inclusive workforce.
The new policies cover diversity and inclusion,
recruitment and selection and flexible working and
form the foundation of EBOS’ overarching Diversity
and Inclusion Strategy.
The intent of these policies is to ensure that EBOS
continues to build a diverse and inclusive culture
and workforce that is reflective of community
expectations. With a workforce comprising nearly
60% women, we are already performing strongly
in this area; however, we understand that we must
continually strive to build a strong and diverse
workforce by promoting equal opportunity for people
of all cultural, ethnic and religious backgrounds and
increasing diversity in our leadership teams.
Coinciding with the launch of these policies and in
an effort to be an active participant in initiatives
that celebrate diversity in the workplace, we again
acknowledged International Women’s Day (IWD)
across the business in March. As part of IWD,
we welcomed former elite Australian rules footballer,
television and radio sports commentator Chyloe
Kurdas as a keynote speaker.
Healthcare Logistics NZ named Employer of the Year
Healthcare Logistics NZ (HCL NZ) was proud to have
been named as Employer of the Year by employment
support organisation PolyEmp.
PolyEmp is a charitable trust that supports young
people with learning disabilities towards their goal
of sustainable employment. For the past 25 years,
the organisation has been assisting those at risk of
falling through the cracks and believes that all people
have a right to contribute to society through equal
employment opportunities.
The award recognises HCL NZ’s commitment to
diversity, inclusion and acceptance in its approach to
helping job seekers achieve sustainable employment
in the business. Last year, HCL NZ provided two
jobseekers from PolyEmp with opportunities in the
business and both have gone on to become valued
permanent employees.
The intent of these
policies is to ensure that
EBOS continues to build
a diverse and inclusive
culture.
Sharleen Paul
Operations Manager
Onelink Dunedin, NZ (now at Healthcare Logistics)
Working closely with the Southern District Health Board (DHB),
Onelink Dunedin had a critical role behind the scenes to help
facilitate New Zealand’s strong pandemic response across the
South Island. Overseeing the site’s warehouse operations was
Sharleen Paul, who had to coordinate her team’s efforts to support
the DHB response. This included extending operating hours from
five to seven days per week, introducing a night shift and bringing
on board new staff to ensure they could meet the increased
demand. Sharleen credits Onelink Dunedin’s strong relationship
with the DHB as the primary reason they were able
to overcome the challenges of COVID-19.
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Brett Hamilton
Manager, Onelink NSW
In the first few months of
the pandemic, Onelink NSW
experienced significantly
increased demand from one
of their major clients, NSW
Health, requiring Brett and
his team to step up quickly to
support the department’s rapid
acquisition of vital pandemic
stock and personal protection
equipment. To meet this
challenge, Brett and his team,
with the support of EBOS head
office staff, quickly brought
online a temporary warehouse
nearby their main distribution
centre to ensure Onelink was
able to rapidly respond to
this additional demand. More
recently, Onelink NSW has
also played an important role
managing medical consumables
at the Sydney Olympic Park
mass vaccination hub.
Lydia Leong
Pharmacist, HPS Pharmacies
John Fawkner Oncology
The HPS Approved Pharmacy at John Fawkner Oncology looks after seven
hospitals across Victoria, each with their own unique requirements. Lydia Leong
supported the pharmacy team to navigate the challenges of the pandemic while
also guiding the unit through a period of significant change. The pharmacy’s
ability to adapt to this change and overhaul the site’s workflow and processes
during a pandemic was critical to ensuring they could continue to service their
customers and emerge as a more efficient and robust unit.
2021 Annual Report
2021 Annual Report
Environment, Social
and Governance
For over a decade, EBOS has
been supporting communities
across New Zealand and
Australia through a range of
charitable endeavours, and
socially and environmentally
responsible activities that
define our commitment
to being a good corporate
citizen.
As an organisation, we acknowledge
that the way in which we articulate,
deliver, and measure this activity
drives perceptions, opinions and trust
among key stakeholders and the
community and ultimately ensures
we maintain our social licence to
operate.
To ensure we have more structure
in how we measure our activity
in this space and build upon
our Environmental, Social and
Governance (ESG) responsibilities,
EBOS has developed a formal ESG
Program. This Program sets out the
actions we will take to ensure we
consistently and sustainably deliver
on our responsibilities as a provider
of critical network infrastructure,
products and services.
As part of this program, EBOS has
released our inaugural Sustainability
Report which focuses on our five
key pillars: Health and Animal Care
Partners, Consumers and Patients,
Community and Environment, Our
People, and Responsible Business.
Our Sustainability Report references
the Global Reporting Initiative (GRI).
Health & Animal
Care Partners
Consumers
& Patients
Community
& Environment
Delivering essential infrastructure
for human and animal health
• Community service role
• Nurturing customer and
government relationships
Implementing robust systems
• Business continuity management
• Data and technology security/
privacy
Managing the impacts of our
products
• Waste and packaging
• Responsible procurement
Upholding our Quality Promise
• Quality Management System
• Compliance
Environmental Resilience
• Carbon offsetting
• Minimising our impact
Reaching out to help out
• Supporting causes close to us
• Advancing equity, fairness and
opportunity in society
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Responsible Business
• Employee safety, health and wellbeing
• Culture and engagement
• Talent and capability
• Performance and reward
– recognition
• Legal compliance
• Reporting with integrity
• Ethical behaviour
• Corporate governance
Health & Animal
Care Partners
Consumers
& Patients
Community
& Environment
Our People
Responsible Business
Enabling the delivery of
world class healthcare
and animal care to
communities across
New Zealand and
Australia.
Through investing
in our business, we
have the critical
infrastructure and
robust quality
management systems
that support
professionals and
government in the
delivery of reliable and
efficient healthcare
and animal care.
Ensuring we continue
to support our
partners to care for
patients, consumers
and pets in pharmacy,
hospital, primary and
aged care, veterinary
services, retail and
other settings.
Caring for the
consumers of our
products and services
by conducting our
business in a socially
responsible manner.
In designing and
developing our
products, we take
into account their
real impact through
the value chain; this
means sourcing
materials from ethical
and responsible
suppliers, reducing
waste and finding
practical packaging
solutions that minimise
our impact on the
environment.
Whether we are
providing a product or
service, we do so with
our consumers top
of mind. Trust is built
through the decisions
and choices we make
every day.
Supporting the
communities we
serve and facing the
challenges of creating
a fairer, more equitable
and sustainable
society.
We empower our
people to make a
difference and improve
the lives of people,
animals and the
environment.
This means supporting
causes close to
us and being an
active participant in
charitable and social
endeavours that make
our communities
stronger.
Our commitment
extends to the
environment and
ensuring we develop
and encourage
sustainable business
practices.
Building an engaged,
diverse and talented
workforce with a focus
on health, safety and
wellbeing is the key to
our success.
We foster a culture of
safety and wellbeing
and support our
employees to lead
healthy, balanced lives.
We attract and build
a diverse and talented
workforce, investing in
their development to
provide them with the
skills and capabilities
to deliver.
We recognise and
reward performance
in a fair and equitable
way, encouraging
our people to strive
for excellence in
everything they do.
Ensuring ethical and
responsible behaviour
and practices
throughout our
business.
We ensure that
responsible
business practices
are implemented
throughout the
organisation, and will
continue to build trust
with our stakeholders
by ‘doing the right
thing’.
We recognise the
importance of legal
compliance, ethical
trading of products
and services, and
upholding good
corporate governance
practices, including
transparent corporate
reporting.
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2021 Annual Report
TWC CEO Duncan Phillips with Ovarian Cancer Australia CEO Jane Hill and
Victorian State Health Minister Martin Foley at Teal Ribbon Giving Day
Community
and Environment
TerryWhite Chemmart helping researchers close in on
a cancer breakthrough
For the past 15 years, TerryWhite Chemmart (TWC) has
been a proud supporter of Ovarian Cancer Australia
and its fight against the deadliest cancer affecting
Australian women.
Over the journey, TWC has been proud to raise more
than $1.5 million for the charity, which has helped bring
Ovarian Cancer Australia closer than ever to improving
treatment for the cancer.
‘We need more evidence and more resources to improve
the lives of the women with this horrific cancer and
we’ve made enormous progress over the last few years
with thanks to our generous supporters like TerryWhite
Chemmart,’ said Ovarian Cancer Australia CEO Jane
Hill.
‘Our advocacy efforts have resulted in the Australian
Federal Government awarding $35 million for critical
research projects in the past two years. The fact
researchers are confident we’re closer to finding a cure
for advanced disease than ever before truly fills us and
the ovarian cancer community with real hope.’
TWC CEO Duncan Phillips said it gave him immense
pride to see the fundraising efforts of the TWC network
of pharmacies support Ovarian Cancer Australia
every year.
‘There are many in our network who mark February’s
Ovarian Cancer Awareness Month as one of the key
events on their calendar,’ he said.
‘They are truly passionate crusaders for the cause
Ovarian Cancer Australia themselves started 20 years
ago and we are incredibly pleased to hear that our
efforts are contributing to the significant progress
being made around research.’
This year, in further acknowledgement of the 15-year
partnership, TWC has committed to giving away 15,000
free Symptom Diaries to support women to better
understand the signs and symptoms associated with
ovarian cancer. In addition, TWC has also committed to
raising $150,000 across its network of pharmacies by
the end of the year.
Supporting the Beirut port explosion recovery
In early August 2020, a major explosion occurred in the
port region of Beirut, claiming more than 200 lives and
leaving around 300,000 residents homeless.
Soon after the explosion, our EBOS Healthcare team
received a call from a former colleague, who now works
for a major logistics company, calling for donations to
support those displaced and injured by the disaster.
EBOS Healthcare’s Kingsgrove Warehouse team
responded rapidly, picking and packing seven pallets
of products, which were delivered directly to Beirut via
Solar panels at Symbion Underdale, South Australia
Over the past 18 months,
we have installed
1,980sqm of solar panel
systems across our sites.
a charter flight. In total, EBOS Healthcare employees
donated more than $11,000 worth of goods, with
each pallet also including handwritten messages of
support from the Kingsgrove Warehouse team.
Investments in rooftop solar systems
EBOS continues to make investments in renewable
energy sources as part of our commitment to
increasing sustainability across our business.
Over the past 18 months, we have installed 1,980sqm
of solar panel systems across our sites. Our most
recent installation at Symbion’s South Australian
distribution centre offsets approximately 70% of the
site’s daytime energy use.
Offsetting carbon emissions and increasing
climate resilience
For more than a decade, EBOS has maintained
a close association with leading not-for-profit
Greenfleet to offset carbon emissions from our
operations. Through Greenfleet’s work to advance
climate protection through the restoration of
native forests, EBOS offsets 100% of greenhouse
gas emissions associated with contracted logistics
in our Healthcare segment across New Zealand
and Australia.
Since 2007, our partnership with Greenfleet has
helped increase climate change resilience through
the restoration of biodiverse ecosystems and the
provision of critical habitat for native wildlife.
Read more about two key Greenfleet projects below.
Ātiu Creek, NZ
First opened in 2008, the Ātiu Creek Regional Park
is a publicly accessible space that is managed by
the Auckland Regional Council. A mix of countryside
Whitehurst, Victoria
pasture, groves of mature exotic trees and native
bush, the park is also home to three nationally
threatened bird species – the NZ dabchick, brown
teal, and the North Island brown kiwi – and has intact
areas of coastal forest which are now rare nationally.
The 847-hectare park is the third largest regional
park in the Auckland region and is managed
and operated by the council on the principles of
protection, preservation and enhancement of its
natural and cultural values.
As part of an ongoing reforestation project,
Greenfleet and NZ supporters CardLink have
teamed up and planted more than 1,000 native trees
at the park.
Whitehurst, Victoria
Back in 2012, the rolling hills of Whitehurst, which
is located about an hour from Wilsons Promontory
in Victoria, were barren and severely lacking in
vegetation, which increased the risks of flooding
and landslides.
Over the past nine years, Greenfleet has led a
significant transformation of the property that has
seen nearly 21,000 trees planted, including native
species such as Blackwood, Silver Wattle and
Southern Blue Gum. Over its lifetime, this forest will
capture more than 23,000 tonnes of CO2-e from the
atmosphere.
The property is now a tranquil and biodiverse retreat
that also includes a wildlife habitat that is home to a
range of native animals, including swamp wallabies,
echidnas and wombats.
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2021 Annual Report
Our Ongoing Commitment
to Reconciliation
• Improving Aboriginal and Torres Strait Islander
supplier diversity.
• Investigating Aboriginal and Torres Strait Islander
employment opportunities.
• Investigating opportunities to improve health
outcomes for Aboriginal and Torres Strait Islander
peoples.
These focus areas will provide the solid foundations
to ensure our future RAPs are meaningful, mutually
beneficial and sustainable. As we continue on this
journey, we remain committed to and guided by our
vision for reconciliation, which is:
To create a society that is
fair, equal and just for all
Australians, where relationships
are strengthened between
Aboriginal and Torres Strait
Islanders and non-Indigenous
peoples, for the benefit of all
Australians.
We seek to understand and
embrace reconciliation at EBOS
Group and develop a greater
understanding of Aboriginal
and Torres Strait Islander
Peoples and their cultures.
EBOS recognises that we have a responsibility to assist
in Australia’s efforts to become a more reconciled
nation. Our offices and distribution centres are located
in all Australian states and territories and we value
the significant contribution that a culturally diverse
workforce brings to our business. Our national reach
means that we have the ability and responsibility to
effect change both locally and nationally.
At the start of this journey, EBOS set our own unique
vision and objectives for reconciliation. We are in
the second year of our reconciliation journey, and
our current Reflect Reconciliation Action Plan (RAP)
captures our learnings from the past year. Importantly,
we have achieved many of the reconciliation objectives
that we set for ourselves in our first year.
Some key highlights include:
• Identifying the need for Cultural Awareness training
and extending this to all Executives, Operations
Managers and other leaders across the business.
• Raising the internal understanding of Aboriginal and
Torres Strait Islander people’s cultural protocols
and commencing Welcome to Country and
Acknowledgement of Country protocols.
• Celebrating National Aborigines and Islanders Day
Observance Committee (NAIDOC) Week and holding
events at many of our Australian sites, as well as
sharing resources internally including an interview
with keynote speaker Marlee Silva, author and host
of the podcast series Always was, always will be our
stories.
As we now move on to our second Reflect RAP,
our focus areas include:
• Extending Cultural Awareness training sessions.
• Encouraging and supporting our employees to
participate in external events to recognise and
celebrate National Reconciliation Week (NRW) and
NAIDOC Week.
• Communicating quarterly RAP updates to employees
across Australia.
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2021 Annual Report
2021 Annual Report
As a result of the pandemic, we experienced
heightened demand for critical healthcare products.
This required our teams to navigate the complexities
associated with procuring stock affected by supply
chain disruption, while continuing to support
government coordinated COVID-19 testing and
management strategies across New Zealand and
Australia.
While these challenges have been significant at times,
it is thanks to the efforts of our employees that we
have withstood the test. Supported by the strength
of our systems and infrastructure, our businesses
successfully continued to prioritise the delivery of
world class healthcare products to our customers.
Behind the scenes and on the frontline, we have
continued to adapt to the new normal of being
prepared to work from home should events dictate
and it is our employees who have risen to the task
with resilience, flexibility and dedication. Across the
Healthcare segment, there have been countless
stories of our employees going above and beyond,
including:
• teams in our distribution centres working extended
hours to meet the demands of the pandemic.
• IT teams working tirelessly to overhaul our systems,
in some cases overnight, to ensure that we could
adjust to new supply arrangements to support
government and community-led health responses.
• our legal team securing rapid lease agreements that
enabled us to bring online additional warehouse
capacity when it was needed most.
• supply chain and procurement teams working
around the clock to ensure we could effectively
source the stock required by our customers.
• our finance teams preparing budgets, forecasts,
monthly reports and other ad hoc analysis while
working remotely.
• administration support, customer service, business
development and Key Account Manager teams
working at the frontline of managing customer
feedback and handling the myriad of enquiries we
have received.
While COVID-19 has remained very much at the front
of our minds during the 2021 financial year, we have
also been called upon to support communities across
New Zealand and Australia as they have faced other
challenges.
EBOS plays a key role in NZ COVID-19 vaccine rollout
Throughout 2021, EBOS has been working closely
with the New Zealand Ministry of Health (MoH) to
facilitate the rollout of the COVID-19 vaccine across
the country.
While the New Zealand Government has secured
agreements with four vaccine manufacturers, efforts
have primarily focused on the Pfizer-BioNTech
vaccine, which requires special handling and low
temperature storage between –60 and –90 degrees
Celsius.
The process to ensure the safe handling of the vaccine
is complex and requires careful attention. Upon
receipt of the Pfizer-BioNTech vaccine, EBOS teams
unpack the vaccines, repack them into specially
designed racks and transfer them for storage in
freezers at –80 degrees. To ensure the integrity of
the vaccines, this process can take no longer than
five minutes. Upon confirmation from the MoH that
vaccines are required for distribution, our teams
repack the vaccines into smaller quantity packs ready
for transport and dispatch to hospitals, vaccination
centres, aged care centres, managed isolation and
quarantine facilities and anywhere else they are
required across New Zealand.
Business Highlights
Healthcare
EBOS’ Healthcare segment delivered another year of strong growth,
underpinned by the ongoing commitment of our employees to delivering
for our customers and supporting each other.
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SES volunteers delivering Symbion medical and healthcare products during the March 2021 floods
Supporting flood affected Australians
In March this year, communities across NSW and
Queensland experienced a significant flood emergency,
with many people losing their homes, businesses and
animals. In some regions, the flooding was so bad that
entire communities were cut off by road for days at a
time as rain continued to fall for much of the month.
To support those living in flood affected regions, EBOS
teams across NSW and Queensland worked tirelessly to
ensure people in these communities could continue to
access vital medicines essential to their health.
While it was a significant logistical challenge, it is one
that our teams are experienced in dealing with and well
equipped to handle. Regular communication with our
customers remained a priority, as some pharmacies
had to close and were unable to receive deliveries.
For those communities that were cut off by road,
EBOS worked closely with emergency services to
coordinate deliveries by boat to ensure the continued
supply of vital medicines and healthcare products.
EBOS is grateful for the support and collaboration
shown by the emergency services during this time and
would like to recognise the incredible efforts of our
teams across NSW and Queensland for their efforts to
support communities in need.
Collaboration drives record result for TerryWhite
Chemmart
Throughout the year, EBOS has united to provide
strengthened investment and support to the TerryWhite
Chemmart (TWC) network and its network partners,
which has helped EBOS’ flagship pharmacy business
deliver a year of record growth in 2021.
TWC welcomed 36 net new pharmacies during the
period, which is the largest 12 month increase of
network stores on record. This builds on store growth
in previous periods and further strengthens TWC’s
position as Australia’s largest health-advice oriented
community pharmacy network.
TWC network sales grew by 5.3% and, on a
like-for-like basis, increased by 3.6%. This performance
was driven by new store growth, continued above-
market increases in marketing spend and improved
promotional and category initiatives.
Central to the success of TWC over the period has
been a focus on increased collaboration with other
EBOS businesses and entities. TWC forged a range of
innovative partnerships over the period, including:
• working with Minfos to provide TWC pharmacists with
workflow efficiency support tools for dispensary and
updates to software to enhance better buying and
margins;
• Intellipharm loyalty system integration to support
sophisticated and personalised digital pathways for
customers;
• Symbion rolling out improvements for electronic
document delivery to reduce the costs of
receipting;
• developing a market leading patient program for
biologicals in conjunction with our 100% subsidiary
Zest;
• Healthcare Logistics expanding facilities to support
TWC’s Private Label distribution service; and
• rolling out creative customer packaging solutions
for vitamins, minerals and supplements in
collaboration with DoseAid.
TWC continues to explore further opportunities
to enhance its product offering, with sourcing
discussions and new product developments
underway in collaboration with other EBOS
divisions, including Endeavour Consumer Health,
EBOS Healthcare and our growing medical devices
business.
We were also pleased to see TWC perform strongly
in the 2021 supplier survey conducted by Advantage
Group, which canvasses the views of suppliers on the
top retail brands in Australian pharmacy. Pleasingly,
TWC ranked fourth in this survey, after coming
eighth in 2020 and twelfth in 2019. This result is a
strong endorsement of the investments made to
increase supplier engagement across the business
through transformational changes to our behaviours
and capabilities, which support better collaboration
with our suppliers to achieve mutual growth.
TWC’s growth trajectory will continue with
the additional 36 net new pharmacies further
strengthening TWC’s position as Australia’s largest
health services community pharmacy network with
over 465 stores.
Symbion and TWC set to join forces for regional
drone trial
Symbion and TWC are further demonstrating their
commitment to innovation and collaboration by
joining forces for regional Australia’s first planned
trial of medicine deliveries via drone.
Working in partnership with Melbourne-based
company Swoop Aero, Symbion and TWC are
set to trial flights from the regional Queensland
town of Goondiwindi to patients living as far
as 130 kilometres away. The trial is designed to
demonstrate the ability of drones to provide greater
convenience and improved access to medicines for
those living in regional communities. Drone deliveries
of medicines could also be of critical importance in
situations where accessibility is limited in the event
of natural disasters.
Operating out of TerryWhite Chemmart Goondiwindi,
the trial will see drones fly fully automated flight
paths to a customer’s assigned destination before
dropping off its medicine delivery and returning to
base for the next assignment. The project is being
funded by EBOS and undertaken with the approval
of Australia’s aviation regulator, the Civil Aviation
Safety Authority.
Cryomed acquisition
During the 2021 financial year, EBOS further
expanded its interests in the growing medical
devices sector with the acquisition of Cryomed,
a leading provider of medical aesthetic devices and
technology to New Zealand and Australian markets.
In 2013, Cryomed distributed its first medical device
and quickly became a leading medical device
company in the region. Since that time, the company
has consistently launched innovative aesthetic
devices and consumable products in both markets.
Cyromed represents an important acquisition
for EBOS’ medical devices business and we are
committed to further investment in this growing
sector. EBOS has confidence that we can develop
our medical devices business into market leading
positions across multiple therapeutic areas over the
medium to long term. We are confident that, in time,
medical device distribution will represent another
significant pillar of our organisation.
We are confident
that in time, medical
device distribution
will represent another
significant pillar of our
organisation.
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Business Highlights
Animal Care
Animal Care steps up efforts to support pet owners
Our Animal Care segment demonstrated strong growth
as our leading brands and market positions benefited
from the impact of COVID-19 on the pet sector.
With New Zealanders and Australians spending more
time at home due to COVID-19, there was a significant
increase in pet ownership during the 2021 financial year
that saw many people becoming pet owners for the first
time. This increased ownership and people spending
more time at home with their pets resulted in surging
demand for high quality animal care products and the
need for educational resources to assist all pet owners
through the challenging times.
Our Animal Care team realised that the circumstances
being experienced throughout 2020 by many new and
existing pet owners presented an opportunity to share their
significant expertise and build brand loyalty by developing
a suite of online tools and educational resources.
Leveraging in-house expertise and partnering
with external experts, including vets and animal
behaviourists, Black Hawk launched an online
campaign across web and social media featuring
educational content designed to help people to do the
best by their pets while navigating the challenges of the
pandemic. With many people having limited access to
their vets due to COVID-19 restrictions, Black Hawk also
hosted a series of live vet Q&A events on social media
that offered people the chance to ask the company’s
in-house vet important pet care questions.
Our VitaPet team also stepped up to support pet
owners by launching a new engagement platform
in October 2020 called VitaPet Central. With more
than 90,000 unique visitors in the first three months
after launch, VitaPet Central became an important
resource hub for pet owners, providing a wide variety
of information about raising and caring for animals.
There were a number of other key business highlights
across the segment, headlined by the launch of
Aristopet’s new range of flea and worm treatments for
dogs and cats. With only around half of Australian pet
owners regularly treating their animals for fleas and
worms, largely due to the high cost of other parasiticide
products, Aristopet’s new range of spot treatments
presents a more affordable entry point for pet owners,
without sacrificing on quality or efficacy.
EBOS commits $80 million for new Animal Care
manufacturing facility
In August 2021, EBOS announced an $80 million capital
investment for the development of a new state-of-the-
art pet food manufacturing facility in Parkes, NSW.
The new facility will enable EBOS to manufacture
Black Hawk’s leading range of pet food products
in-house for the first time. It will also help to accelerate
new product development initiatives through the
latest manufacturing technologies, enabling EBOS to
capitalise on attractive market opportunities and drive
continued growth in our Animal Care segment.
Construction on the 12,000m2 facility is well advanced
and the site is expected to be operational in FY2022.
Red Seal drives further innovation in
natural health
Red Seal cemented its reputation as a leading
natural consumer brand in 2021, headlined by the
launch of a new range of natural mouthwashes.
Red Seal’s natural mouthwash was developed
in-house, highlighting EBOS’ capabilities in
delivering innovative new consumer offerings.
Owing to continued consumer demand for
natural oral care alternatives and Red Seal’s
established relationships with leading retailers,
the new mouthwash range is currently stocked
in Countdown, Foodstuffs and Woolworths
stores across New Zealand and Australia. Having
achieved strong uptake domestically, Red Seal will
continue its expansion in international markets in
the first quarter of the 2022 financial year.
In addition to the launch of its mouthwash range,
Red Seal was also pleased to roll out a new
supplement range designed to provide holistic
natural skin health and beauty support. The
range includes Collagen Builder, Deep Hydration,
Beauty Food+ and Overnight Renewal products
and was launched into Countdown stores across
New Zealand in May 2021.
Red Seal further expanded its market presence
with entry into New Zealand Chemist Warehouse
stores and increased the number of Red Seal
products being distributed through Australian
Woolworths stores.
Red Seal cemented
its reputation as
a leading natural
consumer brand in
2021, headlined by
the launch of a new
range of natural
mouthwashes.
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EBOS Group Limited
EBOS Group Limited
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Our Board
former Deputy Chairman
of Public Trust, former
board member of Sport
NZ, former member of
the Pharmaceutical
Management Agency
(Pharmac), former
Commissioner for both
the Commerce and
Earthquake Commissions,
former external monetary
policy adviser to the
Governor of the Reserve
Bank of New Zealand,
a former president of
the Institute of Directors
Inc. and former Chief
Executive of the Caxton
Group of Companies.
Elizabeth Coutts,
Independent Chair
ONZM, BMS, FCA
Elizabeth Coutts was
appointed to the EBOS
Group Limited Board in
July 2003. She is Chair
of the Remuneration
Committee and a
member of the Audit
and Risk Committee.
She is Chair of Oceania
Healthcare Limited
and Skellerup Holdings
Limited, Director of EBOS
Group subsidiaries in New
Zealand and Member,
Marsh New Zealand
Advisory Board.
Elizabeth is a former
Chair of Ports of Auckland
Limited, Meritec Group,
Industrial Research,
Life Pharmacy Limited,
former director of Air
New Zealand Limited,
the Health Funding
Authority, Sanford
Limited, the Yellow
Group of Companies
and Tennis Auckland
Region Incorporated,
Dr Tracey Batten,
Independent Director
MBBS, MHA, FRACMA,
MBA, FAICD
Dr Tracey Batten was
appointed to the EBOS
Group Limited Board in
July 2021.
Tracey is currently
a non-executive
director of Medibank
Private Limited, the
Accident Compensation
Corporation and the
National Institute of
Water and Atmospheric
Research. She was
previously a non-
executive director of
Abano Healthcare Group
Limited and various
other healthcare related
research institutes,
charities and industry
and government bodies.
During her executive
career she was Group
CEO of Imperial
College Healthcare
NHS Trust in the United
Kingdom, Group CEO
of St Vincent’s Health
Australia, CEO of Eastern
Health and CEO of Dental
Health Services Victoria.
Nick Dowling,
Independent Director
BCA (Hons); BA
Nick Dowling was
appointed to the EBOS
Group Limited Board in
February 2020 and is a
member of the Audit and
Risk Committee. Nick
is currently the Head of
Balmoral Australia,
a family office engaged
in the tourism, wine,
maritime services and
investment sectors. Prior
to Balmoral Australia,
Nick was Managing
Director and CEO,
Australia and New
Zealand, at New Hope
Group Co. Ltd, a private
Beijing based corporation
engaged in agribusiness
and food, real estate and
infrastructure, chemicals,
finance and investment.
He has also held senior
roles at UBS, Goldman
Sachs, JP Morgan and
Morgan Stanley. He
currently sits on the
Advisory Board of AEH
Group and is a director
of a number of Balmoral
Australia companies.
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Peter Williams,
Independent Director
Peter Williams was
appointed to the EBOS
Group Limited Board in
July 2013. Peter is also a
director of Green Cross
Health Limited. He was
formerly an executive of
The Zuellig Group.
Stuart McGregor,
Independent Director
BCOM, LLB, MBA
Stuart McLauchlan,
Independent Director
BCOM, FCA, CF. Inst.D
Sarah Ottrey,
Independent Director
BCOM, CF. Inst.D
Stuart McLauchlan was
appointed to the EBOS
Group Limited Board in
July 2019. He is Chairman
of the Audit and Risk
Committee and a member
of the Remuneration
Committee. Stuart is a
Chartered Fellow of the
Institute of Directors and
a Past President. He is a
chartered accountant,
partner of GS McLauchlan
& Co, and a Fellow of the
New Zealand Institute of
Chartered Accountants.
He is currently chairman
of Scott Technology Ltd
and ADInstruments Ltd.
He is a director of Argosy
Properties Ltd as well
as a number of private
companies. He is also
a governor of the New
Zealand Sports Hall of
Fame and member, Marsh
New Zealand Advisory
Board. He was formerly
a director of Ngai Tahu
Tourism Ltd.
Sarah Ottrey was
appointed to the EBOS
Group Limited Board
in September 2006.
She is a member of
the Remuneration
Committee. Sarah is
Chair of Whitestone
Cheese Limited and
a director of Skyline
Enterprises Limited and
subsidiaries, Mount Cook
Alpine Salmon Limited,
Christchurch International
Airport Ltd, Sarah Ottrey
Marketing Limited, and a
committee member of the
NZ institute of Directors
Otago/Southland Branch.
She is a past board
member of the Public
Trust and the Smiths
City Group. Sarah has
held senior marketing
management positions
with Unilever and
Heineken.
Stuart McGregor was
appointed to the EBOS
Group Limited Board
in July 2013. Stuart was
educated at the University
of Melbourne and the
London School of Business
Administration, gaining
degrees in Commerce and
Law. He also completed
a Master of Business
Administration at the
University of Melbourne.
Currently Stuart is a
director of Symbion Pty
Ltd and other EBOS Group
subsidiaries.
Over the last 30 years,
Stuart has been Company
Secretary of Carlton
United Breweries,
Managing Director
of Cascade Brewery
Company Limited in
Tasmania and Managing
Director of San Miguel
Brewery Hong Kong
Limited. In the public
sector, he served as Chief
of Staff to a Minister for
Industry and Commerce
in the Federal Government
and as Chief Executive
of the Tasmanian
Government’s Economic
Development Agency.
He was formerly a director
of Primelife Limited and
Donaco International
Limited.
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2021 Annual Report
2021 Annual Report
Financial Summary
EBOS
delivered
another
record
financial result
and double-
digit NPAT
growth.
Our Animal Care businesses were able
to capitalise on strong pet market
conditions as a result of their leading
market positions. This growth was
driven by strong performances across
the segment, including from Black
Hawk, Vitapet and Lyppard, which all
generated robust revenue growth.
Cash flow and balance sheet
EBOS has reported record
operating cash flows before capital
expenditure of $298.3 million.
This cash performance reflects
our strong earnings growth and
continued disciplined working capital
management.
Net capital expenditure for the year
included business-as-usual capital
expenditure of $31.1 million. In addition,
EBOS will commence insource
manufacturing of Black Hawk through
capital investment in a new pet food
manufacturing facility. Total capital
expenditure for the project is expected
to be $80 million, of which $50.9 million
was spent in FY21 and a further
$29 million is expected to be spent
in FY22. In the medium term, the
project is expected to provide returns
consistent with EBOS’ overall Return
on Capital Employed.
Return on Capital Employed for
June 2021 was 18.0%, up 0.9% on the
prior year attributable to our record
earnings for the year while maintaining
a disciplined approach to capital
management. The net debt to EBITDA
ratio was 0.85x, excluding the impact
of IFRS 16 Leases.
Group revenue exceeded $9 billion
for the first time, up 5.0% on the
prior year, driven by growth in
both our Healthcare and Animal
Care segments, including strong
performances from our Community
Pharmacy, Institutional Healthcare,
Contract Logistics and Animal Care
businesses.
EBOS recorded Underlying Earnings
Before Net Finance Costs and Tax
(EBIT) of $294.5 million, representing
11.9% growth and Underlying Net
Profit After Tax (NPAT) attributable
to shareholders of $188.2 million,
representing 15.5% growth.
Healthcare
The Healthcare segment reported
revenue of $8.7 billion and Underlying
EBIT of $254.9 million, representing
4.4% and 11.4% growth respectively.
In Australia, Healthcare revenue
increased to $6.9 billion and
Underlying EBIT increased to $216.0
million, representing 3.7% and 12.4%
growth respectively. This was driven
by strong performances from our
Community Pharmacy, Institutional
Healthcare and Contract Logistics
businesses.
In New Zealand, Healthcare revenue
increased to $1.8 billion and Underlying
EBIT increased to $38.9 million,
representing 7.3% and 6.0% growth
respectively. This was driven by
increased revenues in Community
Pharmacy and GOR growth in
Contract Logistics.
Animal Care
The Animal Care segment had a very
strong performance with revenue of
$497.5 million and EBIT of $62.9 million,
representing 17.0% and 26.4% growth
respectively.
Consistent with our
strategy of investing
for growth, during the
last 12 months, EBOS
announced three
acquisitions to expand
and diversify our
earnings.
Acquisitions
Consistent with our strategy of investing for growth,
during the last 12 months, EBOS announced three
acquisitions to expand and diversify our earnings.
These acquisitions included Pioneer Medical, a
New Zealand distributor of medical devices to
orthopaedic and neurosurgeons; Cryomed, an
Australian distributor of medical devices and
consumables to aesthetics clinics; and CH2’s vet
wholesale business.
Dividends
The Directors are pleased to declare a final FY21
dividend of NZ 46 cents per share, which equates to a
full-year dividend of NZ 88.5 cents per share. For the
full year, this represents an increase of 14.2% on the
prior year and a dividend payout ratio of 72%.
The record date for the final dividend is 10 September
2021 and the dividend will be paid on 24 September
2021. The final dividend will again be imputed to 25%
for New Zealand tax resident shareholders and will be
fully franked for Australian tax resident shareholders.
The Dividend Reinvestment Plan (DRP) will not be
operational for the final dividend. EBOS is pleased to
advise shareholders that it has revised its dividend
policy to declare dividends representing between
60% to 80% of NPAT (reflecting an improvement
compared to the previous policy of declaring
dividends not less than 60% of NPAT). The average
payout ratio over the last five years has been
approximately 72%.
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36
EBOS Group Limited
EBOS Group Limited
37
Financial Report
Contents
Directors’ Responsibility Statement
Independent Auditor’s Report
Financial Statements
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Cash Flow Statement
Notes to the Consolidated Financial Statements
Introducing this report
50
Section E: How we fund the business
Section A: EBOS performance
A1. Revenue and expenses
A2. Segment information
A3. Taxation
A4. Earnings per share
Section B: Key judgements made
B1. Goodwill and intangibles
B2. Acquisition information
Section C: Operating assets and liabilities used by EBOS
C1. Trade and other receivables
C2. Inventories
C3. Trade and other payables
52
55
58
60
61
66
70
71
72
Section D: Capital assets used by EBOS to operate our business
D1. Property, plant and equipment
D2. Capital work in progress
73
74
E1. Share capital
E2. Dividends
E3. Borrowings
E4. Borrowing facilities maturity profile
E5. Operating cash flows
Section F: EBOS Group structure
F1. Subsidiaries
F2. Investment in associates
Section G: How we manage risk
G1. Financial risk management
G2. Financial instruments
Section H: Other disclosures
H1. Contingent liabilities
H2. Commitments for expenditure
H3. Subsequent events
H4. Related party disclosures
H5. Remuneration of auditors
H6. Leases
H7. New accounting standards
Additional stock exchange information
Key
Key judgements and other judgements made
Accounting policy
Subsequent event
Explanatory note
Risks
38
39
40
44
44
45
46
48
49
50
75
76
77
78
79
81
83
85
87
89
89
89
90
90
91
93
94
The Directors consider that they
have taken adequate steps to
safeguard the assets of the Group,
and to prevent and detect fraud and
other irregularities. Internal control
procedures are also considered to
be sufficient to provide reasonable
assurance as to the integrity and
reliability of the financial statements.
The financial statements are signed
on behalf of the Board by:
Elizabeth Coutts
Chair
Stuart McLauchlan
Director
17 August 2021
Directors’ Responsibility
Statement
The Directors of EBOS Group
Limited are pleased to present
to shareholders the financial
statements for EBOS Group Limited
and its controlled entities (together
the “Group”) for the year to 30 June
2021.
The Directors are responsible for
presenting financial statements in
accordance with New Zealand law
and generally accepted accounting
practice, which give a true and fair
view of the financial position of the
Group as at 30 June 2021 and the
results of their operations and cash
flows for the year ended on that date.
The Directors consider the financial
statements of the Group have been
prepared using accounting policies
which have been consistently applied
and supported by reasonable
judgements and estimates and that
all relevant financial reporting and
accounting standards have been
followed.
The Directors believe that proper
accounting records have been
kept which enable with reasonable
accuracy, the determination of the
financial position of the Group and
facilitate compliance of the financial
statements with the Financial
Markets Conduct Act 2013.
39
EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report
Independent Auditor’s
Report to the Shareholders
Report on the Audit of the Consolidated Financial Statements
Goodwill and Indefinite Life Intangible Asset Impairment Assessment
Key audit matter
How our audit addressed the key audit matter
Opinion
We have audited the consolidated financial statements of EBOS Group Limited and its subsidiaries
(the ‘Group’), which comprise the consolidated balance sheet as at 30 June 2021, and the consolidated
income statement, statement of comprehensive income, statement of changes in equity consolidated
cash flow statement for the year then ended, and notes to the consolidated financial statements,
including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements, on pages 44 to 93, present fairly,
in all material respects, the consolidated financial position of the Group as at 30 June 2021, and its
consolidated financial performance and cash flows for the year then ended in accordance with New
Zealand Equivalents to International Financial Reporting Standards (‘NZ IFRS’) and International
Financial Reporting Standards (‘IFRS’).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and
International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Company in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board and
the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional
Accountants (including International Independence Standards), and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Our firm carries out other assignments for the Group in the area of taxation compliance services. These
services have not impaired our independence as auditor of the Group. In addition to this, partners
and employees of our firm deal with the Group on normal terms within the ordinary course of trading
activities of the business of the Group. The firm has no other relationship with, or interest in, the Group.
We consider materiality primarily in terms of the magnitude of misstatement in the financial statements
of the Group that in our judgement would make it probable that the economic decisions of a reasonably
knowledgeable person would be changed or influenced (the ‘quantitative’ materiality). In addition,
we also assess whether other matters that come to our attention during the audit would in our
judgement change or influence the decisions of such a person (the ‘qualitative’ materiality). We use
materiality both in planning the scope of our audit work and in evaluating the results of our work.
We determined materiality for the Group financial statements as a whole to be AUD $13m.
Audit Materiality
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the consolidated financial statements of the current period. These matters were addressed
in the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
The Group has $999m of goodwill and $122m of indefinite life
intangible assets, including brands of $95m, on the balance
sheet at 30 June 2021 as detailed in note B1 to the financial
statements.
The carrying values of goodwill and indefinite life intangible
assets are dependent on the future cash flows expected to be
generated by the underlying businesses, and there is a risk if
these cash flows do not meet the Group’s expectations that
the assets may be impaired.
The Group tests goodwill and indefinite life intangible assets
at least annually by determining the recoverable amount
(the higher of value-in-use or fair value less costs to sell)
of the individual assets where possible, or otherwise the cash
generating units to which the assets belong and comparing
the recoverable amounts of the assets to their carrying
values.
The impairment assessment models prepared by the Group
contain a number of significant assumptions. Changes in
these assumptions might lead to a change in the carrying
value of indefinite life intangible assets and goodwill.
The Group has assessed the recoverable amount of brands
based on fair value using the relief from royalty method.
The key assumptions applied in the above models are:
We considered whether the Group’s methodology
for assessing impairment is compliant with NZ IAS
36: Impairment of Assets. We focused on testing
and challenging the suitability of the models and
reasonableness of the assumptions used by the Group
in conducting their impairment reviews.
Our procedures included:
• agreeing a sample of future cash flows to Board
approved forecasts;
• challenging the reliability of the Group’s revenue and
expense growth rates by comparing the forecasts
underlying the growth rates to historical forecasts
and actual results of the underlying businesses
(where applicable). This also included consideration of
the impact of COVID-19 on both forecast revenue and
profitability of the CGU’s; and
• assessing the reasonableness of key assumptions and
changes to them from previous years.
We used our internal valuation specialists to assist with
evaluating the models and challenging the Group’s key
assumptions. The procedures of the specialists included:
• evaluating the appropriateness of the valuation
methodology;
• Annual revenue and expense growth rates for the 5 year
• testing the mathematical integrity of the models;
forecast period;
• pre-tax discount rates;
• royalty rates; and
• terminal growth rates.
The Group has assessed the recoverable amount of each
cash generating unit (“CGU”) or group of CGU’s to which
goodwill has been allocated based on value-in-use models.
The key assumptions applied in the value-in-use models are:
• Annual revenue and expense growth rates for the 5 year
forecast period;
• pre-tax discount rates; and
• terminal growth rates.
We have included the impairment assessments of goodwill
and indefinite life intangible assets as a key audit matter
due to the significance of the balances to the financial
statements and the level of judgement applied by the Group
in determining the key assumptions used to determine the
recoverable amounts.
• evaluating the Group’s determination of the pre-tax
discount rates and royalty rates used in the models
through consideration of the relevant risk factors for
each CGU, the cost of capital for the Group, and market
data on comparable businesses; and
• comparing the terminal growth rates to market data for
the industry sectors.
We evaluated the sensitivity analysis performed by
management to consider the extent to which a change
in one or more of the key assumptions could give rise to
impairment in the goodwill and indefinite life intangible
assets.
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EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report Other information
The directors are responsible on behalf of the Group for the other information. The other information
comprises the information in the Annual Report that accompanies the consolidated financial
statements and the audit report.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If so, we are required to report that fact. We have nothing to
report in this regard.
Directors’
responsibilities for the
consolidated financial
statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal
control as the directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the
Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or to cease operations, or have no realistic alternative
but to do so.
Auditor’s
responsibilities
for the audit of the
consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/
audit-report-1
This description forms part of our auditor’s report.
Restriction on use
This report is made solely to the Company’s shareholders, as a body. Our audit has been
undertaken so that we might state to the Company’s shareholders those matters we are required
to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the Company’s shareholders
as a body, for our audit work, for this report, or for the opinions we have formed.
Mike Hawken, Partner
For Deloitte Limited
Christchurch, New Zealand
17 August 2021
42
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EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report Financial Statements
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
The Consolidated Income Statement presents income earned and expenditure incurred by the Group during the financial year in
determining profit.
The Consolidated Statement of Comprehensive Income presents profit for the year, plus gains and losses that are not
recognised in the Consolidated Income Statement and instead are required to be taken directly to reserves within equity.
For the financial year ended 30 June 2021
Revenue
Income from associates
Profit before depreciation, amortisation,
net finance costs and tax expense (EBITDA)
Depreciation
Amortisation
Profit before net finance costs and tax expense (EBIT)
Finance income
Finance costs – borrowings
Finance costs – leases
Profit before tax expense
Tax expense
Profit for the year
Profit for the year attributable to:
Owners of the Company
Non-controlling interests
Earnings per share:
Basic (cents per share)
Diluted (cents per share)
Notes
A1(a)
F2
A1(b)
A1(b)
H6
A3
A4
A4
2021
A$’000
2020
A$’000
For the financial year ended 30 June 2021
9,202,886
8,765,540
Profit for the year
7,071
3,355
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Cash flow hedge gains/(losses)
Related income tax
Movement in foreign currency translation reserve
Items that will not be reclassified subsequently to profit or loss:
Movement on equity instruments fair valued through other comprehensive income
Total comprehensive income net of tax
Total comprehensive income for the year is attributable to:
Owners of the Company
Non-controlling interests
363,297
(60,544)
(12,101)
290,652
713
(20,641)
(7,705)
263,019
(78,970)
184,049
185,297
(1,248)
184,049
113.2
113.2
333,599
(56,870)
(16,276)
260,453
1,387
(23,657)
(8,126)
230,057
(68,541)
161,516
162,518
(1,002)
161,516
100.6
100.6
2021
A$’000
2020
A$’000
184,049
161,516
5,933
(1,750)
(2,993)
1,190
(2,433)
182,806
184,054
(1,248)
182,806
(2,414)
766
(7,378)
(9,026)
926
153,416
154,418
(1,002)
153,416
44
Notes to the financial statements are included on pages 50 to 93.
Notes to the financial statements are included on pages 50 to 93.
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Consolidated Balance Sheet
Consolidated Balance Sheet continued
The Consolidated Balance Sheet presents a summary of the Group’s assets, liabilities and equity at the end of the financial year.
As at 30 June 2021
Current assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Inventories
Current tax refundable
Other financial assets – derivatives
Total current assets
Non-current assets
Property, plant and equipment
Capital work in progress
Prepayments
Deferred tax assets
Goodwill
Indefinite life intangibles
Finite life intangibles
Right of use assets
Investment in associates
Other financial assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Bank loans
Lease liabilities
Current tax payable
Employee benefits
Other financial liabilities – derivatives
Total current liabilities
Notes
2021
A$’000
2020
A$’000
As at 30 June 2021
Non-current liabilities
Bank loans
Lease liabilities
Trade and other payables
Deferred tax liabilities
Employee benefits
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Share-based payments reserve
Foreign currency translation reserve
Retained earnings
Equity instruments fair valued through other comprehensive income
Cash flow hedge reserve
Equity attributable to owners of the Company
Non-controlling interests
Total equity
C1
C2
G2
D1
D2
A3 (b)
B1 (a)
B1 (b)
B1 (d)
H6
F2
C3
E3
H6
G2
168,953
1,156,499
14,111
784,761
278
44
244,778
1,022,587
12,484
737,699
2,177
109
2,124,646
2,019,834
172,209
70,362
30
141,806
999,339
122,354
40,089
222,367
47,896
8,660
1,825,112
3,949,758
1,623,904
116,640
36,498
35,600
58,706
6,631
173,704
5,783
327
131,039
969,623
122,500
43,792
222,931
46,679
10,578
1,726,956
3,746,790
1,413,914
246,921
33,846
17,505
42,774
12,629
1,877,979
1,767,589
Notes
E3
H6
C3
A3 (b)
E1
2021
A$’000
2020
A$’000
323,565
203,621
3,617
127,428
7,845
666,076
2,544,055
1,405,703
993,616
10,350
(21,163)
433,453
(2,561)
(2,671)
1,411,024
(5,321)
1,405,703
324,916
203,300
3,988
128,825
7,298
668,327
2,435,916
1,310,874
961,486
6,601
(18,170)
372,012
(128)
(6,854)
1,314,947
(4,073)
1,310,874
46
Notes to the financial statements are included on pages 50 to 93.
Notes to the financial statements are included on pages 50 to 93.
47
EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report -
162,518
-
-
(1,002)
161,516
Net cash inflow from operating activities
Consolidated Statement of Changes in Equity
The Consolidated Statement of Changes in Equity presents the components of capital and reserves of the Group and explains the
movements in each component during the financial year.
For the financial year ended
June 2021
Share
capital
A$’000
Notes
Share-
based
payments
reserve
A$’000
Foreign
currency
translation
reserve
A$’000
Retained
earnings
A$’000
Equity
instruments
fair valued
through
other com-
prehensive
income
reserve
A$’000
Cash flow
hedge
reserve
A$’000
Non-
controlling
interests
A$’000
Total
A$’000
Balance at 1 July 2019
931,811
3,937
(10,792)
323,635
(1,054)
(5,206)
(3,071)
1,239,260
Profit for the year
Other comprehensive income
for the year, net of tax
Payment of dividends
Share-based payments
Dividends reinvested
Employee LTI shares exercised
Employee share plan shares issued
Employee share issue costs
E2
E1
E1
E1
E1
-
-
-
-
23,032
6,353
358
(68)
-
-
-
2,664
-
-
-
-
(7,378)
-
926
(1,648)
-
-
-
-
-
-
(114,141)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(8,100)
(114,141)
2,664
23,032
6,353
358
(68)
Balance at 30 June 2020
961,486
6,601
(18,170)
372,012
(128)
(6,854)
(4,073)
1,310,874
Balance at 1 July 2020
961,486
6,601
(18,170)
372,012
(128)
(6,854)
(4,073)
1,310,874
Profit for the year
Other comprehensive income
for the year, net of tax
Payment of dividends
Share-based payments
Dividends reinvested
Employee LTI shares exercised
Employee share plan shares issued
Employee share issue costs
E2
E1
E1
E1
E1
-
-
-
-
27,553
3,056
1,665
(144)
-
-
-
3,749
-
-
-
-
-
185,297
-
-
(1,248)
184,049
(2,993)
-
(2,433)
4,183
-
-
-
-
-
-
(123,856)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,243)
(123,856)
3,749
27,553
3,056
1,665
(144)
Balance at 30 June 2021
993,616
10,350
(21,163)
433,453
(2,561)
(2,671)
(5,321)
1,405,703
Consolidated Cash Flow Statement
The Consolidated Cash Flow Statement presents the cash generated and used by the Group during the financial year.
For the financial year ended 30 June 2021
Notes
Cash flows from operating activities
Receipts from sale of goods and services
Interest received
Dividends received from associates
Payments for purchase of goods and services
Taxes paid
Interest paid
Cash flows from investing activities
Sale of property, plant and equipment
Purchase of property, plant and equipment
Payments for capital work in progress
Payments for intangible assets
Investment in associates
Acquisition of subsidiaries
Investment in other financial assets
Net cash (outflow) from investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from borrowings
Repayment of borrowings
Repayment of lease liabilities
Dividends paid to equity holders of parent
Net cash (outflow) from financing activities
Net (decrease)/increase in cash held
Effect of exchange rate fluctuations on cash held
Net cash and cash equivalents at the beginning of the year
Net cash and cash equivalents at the end of the year
F2
E5
F2
B2
E1
E5
E5
H6
2021
A$’000
2020
A$’000
9,080,007
8,725,652
713
5,761
1,387
630
(8,687,637)
(8,397,655)
(72,184)
(28,346)
298,314
217
(20,354)
(56,800)
(5,106)
-
(31,223)
(497)
(113,763)
32,130
49,600
(181,459)
(35,261)
(124,986)
(259,976)
(75,425)
(400)
244,778
168,953
(69,037)
(31,785)
229,192
369
(18,310)
(5,918)
(5,053)
(3,694)
(40,868)
143
(73,331)
29,675
40,630
(1,236)
(31,957)
(111,834)
(74,722)
81,139
(2,981)
166,620
244,778
48
Notes to the financial statements are included on pages 50 to 93.
Notes to the financial statements are included on pages 50 to 93.
49
EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report Notes to the consolidated financial statements
For the financial year ended 30 June 2021.
Introducing this report
The notes to the financial statements include information that is considered relevant and material to assist the reader in the
understanding of the financial performance and financial position of EBOS Group Limited and its controlled entities (together
“the Group” or “EBOS”).
Information is considered relevant and material if:
• the amount is significant because of its size and nature;
• it is important to assist the readers understanding of the results of EBOS;
• it helps to explain to the reader the changes in the business and/or operations of EBOS; or
• it relates to an aspect of operations that is important to the future performance of EBOS.
EBOS Group Limited (‘the Company’) is a profit-oriented company incorporated in New Zealand, registered under the Companies
Act 1993 and dual listed on both the New Zealand Stock Exchange and the Australian Securities Exchange.
Basis of preparation
Critical accounting estimates and judgements
The financial statements have been prepared in
accordance with Generally Accepted Accounting
Practice (‘GAAP’). They comply with New Zealand
Equivalents to International Financial Reporting
Standards (‘NZ IFRS’) and other applicable reporting
standards as appropriate for profit oriented entities.
The financial statements comply with International
Financial Reporting Standards (‘IFRS’).
EBOS is a Tier 1 for-profit entity in terms of the New
Zealand External Reporting Board Standard A1.
The Company is a FMC reporting entity for the purposes
of the Financial Markets Conduct Act 2013, and its
financial statements comply with this Act.
The financial statements have been prepared on the
basis of historical cost, except for the revaluation of
certain financial instruments. Cost is based on the fair
value of the consideration given in exchange for assets.
The information is presented in thousands of Australian
dollars, unless otherwise stated.
In the process of applying the Group’s accounting
policies and the application of accounting standards,
EBOS has made a number of judgements and
estimates. The estimates and underlying assumptions
are based on historic experience and various other
factors that are considered to be appropriate under
the circumstances. Therefore, there is an inherent risk
that actual results may subsequently differ from the
estimates made.
These estimates and underlying assumptions are
reviewed on an 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 and estimates that are considered
material to understanding the performance of EBOS are
found in the relevant notes to the financial statements.
Key judgements have been made in regards to
assumptions that support the impairment assessment
for goodwill and indefinite life intangibles (note B1)
and the identification and valuation of intangibles
recognised on acquisitions (note B2).
Introducing this report continued
Basis of consolidation
The Group’s financial statements comprise the
financial statements of EBOS Group Limited, the
parent company, combined with all the entities that
comprise the Group, being its subsidiaries (listed in
note F1) and its share of associate investments (listed
in note F2). The financial statements of the members
of the Group, including associates, are prepared for
the same reporting period as the parent company,
using consistent accounting policies.
Subsidiaries are consolidated on the date on which
control is obtained to the date on which control is lost.
The results of subsidiaries acquired or disposed of
during the year are included in the Consolidated
Income Statement from the effective date of
acquisition or up to the effective date of disposal,
as appropriate.
All significant inter-company transactions and
balances are eliminated on consolidation.
Exchange differences arising on the settlement of
monetary items, and on the translation of monetary
items, are included in the Consolidated Income
Statement for the period.
Foreign operations
On consolidation, the assets and liabilities of EBOS’
overseas operations are translated at the exchange
rate at the reporting date. Income and expense
items are translated at the average rates for the
period. Exchange differences arising are recognised
in the foreign currency translation reserve (in equity),
and recognised in profit or loss on disposal of the
foreign operation.
Goodwill and fair value adjustments arising on the
acquisition of a foreign entity are treated as assets
and liabilities of the foreign entity and translated at
the exchange rate at the reporting date.
Adopting of new and revised standards and interpretations
Other Accounting Policies
Other accounting policies that are relevant to the
readers understanding of the financial statements
are included throughout the following notes to the
financial statements.
In the current year, the Group adopted all mandatory
new and amended standards and interpretations.
None had a material impact on these financial
statements.
The Group is not aware of any NZ IFRS Standards
or Interpretations that have been recently issued
or amended that have not yet been adopted by the
Group that would materially impact the Group for
the reporting period ended 30 June 2021.
Foreign currency
Functional currency
The financial statements of each of the Group’s
entities are measured using the currency of the
primary economic environment in which that entity
operates (“the functional currency”).
Transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rate on the
date of the transaction. At each balance sheet date,
monetary assets and liabilities that are denominated
in foreign currencies are translated at the rates
prevailing on the balance sheet date.
Non-monetary assets and liabilities that are
measured in terms of historical cost in a foreign
currency are not retranslated.
50
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A receivable is recognised by the Group when it
passes control of the goods, which is when the goods
are delivered to the customer as this represents
the point in time at which the right to consideration
becomes unconditional, as only the passage of time
is required before payment is made.
Under our standard terms with customer’s product
returns, refunds and provision for warranties are in
accordance with local requirements. Accumulated
experience has been used to determine that such
returns are not significant.
Section A: EBOS performance
Section Overview
A1. Revenue and expenses continued
(a) Revenue continued
This section explains the financial performance of EBOS by:
a) displaying additional information about individual items in the Consolidated Income Statement;
b) presenting further analysis of EBOS’ operating segments by revenue and expenses; and
c) providing an analysis of the components of EBOS’ tax balances for the year and the current imputation credit
account balance.
A1. Revenue and expenses
(a) Revenue
Revenue consisted of the following items:
Community Pharmacy(1)
Institutional Healthcare
Contract Logistics Services
Contract Logistics Sales
Interdivisional eliminations
Healthcare
Animal Care
(1) Consumer Products has been combined with Community Pharmacy.
Recognition and measurement
Community Pharmacy and Institutional Healthcare
2021
A$’000
5,389,989
2,686,014
88,615
718,911
(178,167)
8,705,362
497,524
9,202,886
2020
A$’000
5,205,591
2,565,111
74,107
638,149
(142,530)
8,340,428
425,112
8,765,540
Revenue is derived from the supply of human healthcare products to pharmacies, hospitals, supermarkets and other
healthcare providers in Australia and New Zealand and overseas distributors for export markets. This includes the supply
of agency products and EBOS’ own branded human healthcare products such as Red Seal, Gran’s Remedy, Faulding,
Nature’s Kiss and Quitnits. Following delivery of the goods, the customer obtains control as it has full discretion over the
manner of distribution and price to sell the goods, has the primary responsibility when onselling the goods and bears the
risks of loss in relation to the goods.
A receivable is recognised by the Group when it passes control of the goods, which is when the goods are delivered to
the customer as this represents the point in time at which the right to consideration becomes unconditional, as only the
passage of time is required before payment is made.
The transaction price may be adjusted for customers who pay their account in full, earlier than what standard credit terms
would require, or for incremental costs incurred in obtaining a sales contract which are recognised over the contractual
period. Under the Group’s standard terms with customers, product returns, refunds and provision for warranties are in
accordance with local requirements. Accumulated experience has been used to determine that such returns are not
significant.
Recognition and measurement
Contract Logistics
Sales: Sales consist of the sale of human healthcare
products to a wide range of healthcare customers
(wholesalers, pharmacies and medical centres),
in accordance with agreed terms with the customer.
A receivable is recognised by the Group when it
passes control of the goods which is when the goods
are confirmed to be on sold by the customer, as this
represents the point in time at which the right to
consideration becomes unconditional, as only the
passage of time is required before payment is made.
Service fees: Revenue is derived from the provision
of logistics services for a fee to healthcare
manufacturers for their operating activities in
Australia and New Zealand. Service fees are
typically charged for storage of manufacturer’s
inventory holdings and pick, pack and delivery
services provided over a period of time, typically
on a monthly basis, as specified within contractual
rates agreed with the manufacturer.
The performance obligation is satisfied either
at a point in time or over time, as applicable, at
which point the right to consideration becomes
unconditional, as only the passage of time is
required before payment is made.
Under our standard terms with customer’s product
returns, refunds and provision for warranties
provided are in accordance with local requirements.
Accumulated experience has been used to
determine that such returns are not significant.
Animal Care
Revenue is derived from the supply of animal care
products to pet retail and vet clinics across Australia
and New Zealand. Upon delivery of the goods,
the customer assumes full control as it has complete
discretion over the manner of distribution and
pricing of goods, has the primary responsibility when
onselling the goods and bears the risks of loss in
relation to the goods.
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EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report A1. Revenue and expenses continued
(b) Expenses
Profit before tax expense has been arrived at after charging the following expenses by nature:
One-off items (1)
Cost of sales
Writedown of inventory
Impairment loss on trade and other receivables
Depreciation of property, plant and equipment
Depreciation on right of use assets
Amortisation of finite life intangibles
Short-term and low value asset leases
Donations
Employee benefit expense
Defined contribution plan expense
Other expenses
Total expenses
(1) One-off items comprise merger and acquisition costs incurred.
Recognition and measurement
2021
A$’000
(3,813)
2020
A$’000
(2,600)
(8,210,446)
(7,843,282)
(8,127)
(988)
(20,813)
(39,731)
(12,101)
(5,080)
(228)
(332,566)
(18,285)
(267,127)
(4,450)
(1,095)
(19,523)
(37,347)
(16,276)
(5,091)
(419)
(302,535)
(17,222)
(258,602)
(8,919,305)
(8,508,442)
Impairment
EBOS reviews the recoverable amount of its tangible and intangible assets, including goodwill, at each balance date.
If the carrying value of an asset exceeds the recoverable amount, an impairment expense is recognised in the income
statement.
Tangible assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs).
The recoverable amount is the higher of an asset’s fair value less costs to sell and the present value of future cash
flows expected to be generated by the asset (value in use).
Depreciation and amortisation
Depreciation is provided for on a straight line basis on all property, plant and equipment other than freehold land,
at depreciation rates calculated to allocate the assets’ cost less estimated residual value, over their estimated useful
lives. Refer to note D1 for the useful lives used in the calculation of depreciation.
Amortisation is charged on a straight line basis over the estimated useful life of finite life intangibles. Refer to note B1(d)
for the useful lives used in the calculation of amortisation.
Short term and low value asset leases
EBOS leases certain land, buildings, plant and equipment.
The Group has elected not to recognise right of use assets and lease liabilities for short-term leases and low value asset
leases. The Group recognises the lease payments associated with the leases as an expense (recognised within other
expenses in the Income Statement on a straight-line basis over the lease term).
A1. Revenue and expenses continued
(b) Expenses continued
Employee expenses
Provision is made for benefits owing to employees in respect of wages and salaries, annual leave, long service
leave and employee incentives for services rendered. Provisions are recognised when it is probable they will be
settled and can be measured reliably. They are carried at the remuneration rate expected to apply at the time of
settlement and discounted to the present value of the expected payment to the employee at balance date.
Net finance costs
Finance costs include bank interest and amortisation of costs incurred in connection with borrowing facilities.
Finance costs are expensed immediately as incurred, using the effective interest method, unless they relate to
acquisition and development of qualifying assets, in which case they are capitalised.
Interest income is recognised on a time-proportionate basis using the effective interest method.
A2. Segment information
(a) Reportable segments
Healthcare Segment
Animal Care Segment
Corporate
Sales of healthcare products in a
range of sectors, own brands,
retail healthcare, pharmacy
services and wholesale activities.
Sales of animal care products in a
range of sectors, own brands,
retail and wholesale activities.
Includes net funding costs and
central administration expenses
that have not been allocated to the
Healthcare or Animal Care segments.
EBOS’ major products and services are the same as the reportable segments i.e. Healthcare and Animal Care, with no major
products and services allocated to Corporate.
(b) Segment revenues and results
The following is an analysis of EBOS’ revenue and results by reportable segment:
Revenue from external customers (A$’000)
2021
2020
Healthcare
95%
$8,705,362
Animal Care
5%
$497,524
Healthcare
95%
$8,340,428
Animal Care
5%
$425,112
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EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report A2. Segment information continued
(b) Segment revenues and results continued
EBIT (A$’000)
$251,107
$226,256
Healthcare
$62,942
$49,806
Animal Care
2021
2020
($23,397)
($15,609)
Corporate
Net profit/(loss) after tax for the year attributable to owners of the Company (A$’000)
$178,004
$162,489
Healthcare
Associate information:
$45,743
$35,942
Animal Care
2021
2020
($38,450)
($35,913)
Corporate
Included in the segment results above is income from associates:
Animal Care
Healthcare
Total income from associates
2021
A$’000
5,687
1,384
7,071
2020
A$’000
2,661
694
3,355
A2. Segment information continued
(b) Segment revenues and results continued
The following is an analysis of other financial information by reportable segment:
Healthcare
Animal Care
Corporate
2021
A$’000
2020
A$’000
2021
A$’000
2020
A$’000
2021
A$’000
2020
A$’000
Revenue from external customers
8,705,362
8,340,428
497,524
425,112
-
-
EBITDA
316,223
290,408
69,350
57,658
(22,276)
(14,467)
Depreciation of property, plant and
equipment
(19,933)
(18,724)
(880)
(799)
-
-
Depreciation on right of use assets
(33,281)
(31,012)
(5,329)
(5,193)
(1,121)
(1,142)
Amortisation of finite life intangibles
(11,902)
(14,416)
(199)
(1,860)
-
-
EBIT
Net finance costs
251,107
226,256
62,942
49,806
(23,397)
(15,609)
-
-
-
-
(27,633)
(30,396)
Tax (expense)/benefit
(74,351)
(64,769)
(17,199)
(13,864)
12,580
10,092
Profit for the year
176,756
161,487
45,743
35,942
(38,450)
(35,913)
Non-controlling interests
1,248
1,002
-
-
-
-
Profit for the year attributable to
owners of the Company
(c) Geographical information
178,004
162,489
45,743
35,942
(38,450)
(35,913)
EBOS operates in two principal geographical areas; New Zealand (country of domicile) and Australia.
EBOS’ revenue from external customers by geographical location and information about its segment assets
(non-current assets), excluding investment in associates and deferred tax assets, are detailed below:
Australia
New Zealand
Group
2021
A$’000
2020
A$’000
2021
A$’000
2020
A$’000
2021
A$’000
2020
A$’000
Continuing operations
Revenue from external customers
7,355,220
7,045,396
1,847,666
1,720,144
9,202,886
8,765,540
Non-current assets
1,287,114
1,194,822
348,296
354,416
1,635,410
1,549,238
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EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report
(d) Information about major customers
A3. Taxation continued
No revenues from transactions that are with a single customer amount to 10% or more of EBOS’ revenues (2020: Nil).
(b) Deferred tax assets and liabilities
Recognition and measurement
Taxable and deductible temporary differences arise from the following:
The reportable segments of EBOS have been identified in accordance with NZ IFRS 8 ‘Operating Segments’.
The Group’s operating segments are identified on the basis of internal reports about components of the Group that are regularly
reviewed by the chief operating decision-maker in order to allocate resources to the segment and to assess its performance.
The accounting policies of EBOS have been consistently applied to the operating segments. Profit before net finance
costs and tax expense (EBIT) is the measure reported to the chief operating decision-maker for the purpose of resource
allocation and assessment of segment performance.
Assets are not allocated to operating segments as they are not reported to the chief operating decision-maker at a segment level.
A3. Taxation
(a) Tax expense recognised in Consolidated Income Statement
Tax expense comprises:
Current tax expense:
Current year
Adjustments for prior years
Deferred tax (credit)/expense:
Current year
Adjustments for prior years
Total tax expense
2021
A$’000
2020
A$’000
94,335
(1,833)
92,502
(14,942)
1,410
(13,532)
78,970
72,459
(665)
71,794
(3,181)
(72)
(3,253)
68,541
Gross deferred tax liabilities:
Property, plant and equipment
Other payables
Other financial assets – derivatives
Right of use assets
Intangible assets
Total gross deferred tax liabilities
Gross deferred tax assets:
Property, plant and equipment
Other payables
Other financial assets – derivatives
Lease liabilities
Intangible assets
Tax losses carried forward
Total gross deferred tax assets
(c) Imputation credit account balances
The prima facie income tax expense on pre-tax accounting profit from operations
reconciles to the income tax expense in the financial statements as follows:
Profit before tax expense
263,019
230,057
Imputation credit account balances
Imputation credits available directly and indirectly to
shareholders of the parent company:
2021
A$’000
6,130
631
161
68,269
52,237
127,428
12,928
43,386
1,938
71,086
12,204
264
141,806
2020
A$’000
6,169
1,074
73
66,488
55,021
128,825
13,611
34,461
3,775
68,596
9,597
999
131,039
2021
A$’000
2020
A$’000
7,481
7,531
Tax expense calculated at 28% (2020: 28%)
Non-deductible expenses
Effect of different tax rates of subsidiaries operating in overseas jurisdictions
(Over) provision of tax expense in prior years
Other adjustments
Total tax expense
73,645
4,109
4,363
(422)
(2,725)
78,970
64,416
2,635
3,953
(737)
(1,726)
68,541
The tax rates used are principally the corporate tax rates of 28% (2020: 28%) payable by New Zealand and 30% (2020: 30%) payable
by Australian corporate entities on taxable profits under tax law in each jurisdiction.
Imputation credits allow EBOS to pass on to its shareholders the benefit of the New Zealand income tax it has paid by
attaching imputation credits to the dividends it distributes, reducing shareholders’ net tax obligations.
Recognition and measurement
Income tax expense is the income tax assessed on taxable profit for the year.
Taxable profit differs from profit before tax reported in the Consolidated Income Statement as it excludes items of
income and expense that are taxable or deductible in other years (temporary differences) and also excludes items
that will never be taxable or deductible (permanent differences).
Income tax expense components are current income tax and deferred tax.
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Deferred tax is income tax that is expected to be payable or recoverable in the future as a result of the unwinding of
temporary differences. These arise from differences in the recognition of assets and liabilities for financial reporting and
for the filing of income tax returns.
Deferred tax is recognised on all temporary differences, other than those arising:
• from goodwill;
• from the initial recognition of assets and liabilities in a transaction (other than in a business combination) that affects
neither the accounting nor taxable profit or loss; and
• investments in associates and subsidiaries where EBOS is able to control the reversal of the temporary differences and
such differences are not expected to reverse in the foreseeable future.
Deferred tax is calculated at the tax rates that are expected to apply to the year when a liability is settled or an asset
realised, based on tax rates and tax laws that have been enacted or substantively enacted at balance date.
A deferred tax asset is recognised to the extent it is probable that future taxable profits will be available to use the asset.
This is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profits
will be available in the future to utilise the deferred tax asset.
A4. Earnings per share
Basic earnings
per share
Diluted earnings
per share
2021
A$’000
2020
A$’000
2021
A$’000
2020
A$’000
Earnings used in the calculation of
total earnings per share
A$’000
185,297
162,518
185,297
162,518
Weighted average number of ordinary shares for
the purposes of calculating earnings per share
No.
(000’s)
163,711
161,557
163,711
161,557
Earnings per share
Cents
113.2
100.6
113.2
100.6
Basic earnings per share is calculated by dividing the profit attributable to the shareholders of the company by the
weighted average number of ordinary shares on issue during the year excluding shares held as treasury stock.
Diluted earnings per share assumes conversion of all dilutive potential ordinary shares in determining the denominator.
Section B: Key judgements made
Section Overview
This section identifies the balances and transactions to which key judgements have been made by EBOS in
the preparation of these financial statements. Key judgements have been made in regards to the estimates
for future cash flows for goodwill and indefinite life intangibles impairment assessment purposes, and the
identification of intangible assets and recognition of goodwill for business acquisitions.
B1. Goodwill and intangibles
(a) Goodwill
Notes
Gross carrying amount
Balance at beginning of financial year
Recognised from business acquisition during the year
B2
Effects of foreign currency exchange differences
Net book value
2021
A$’000
969,623
30,435
(719)
999,339
2020
A$’000
947,055
27,706
(5,138)
969,623
Recognition and measurement
Goodwill arising on the acquisition of a subsidiary is recognised as an asset at the date that control is acquired
(the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount
of any non-controlling interest in the acquiree, and the fair value of the acquirer’s previously-held equity interest
(if any) in the acquiree over the fair value of the identifiable net assets recognised.
Goodwill is not amortised, but is reviewed for impairment at least annually. For the purpose of impairment testing,
goodwill is allocated to each of EBOS’ CGUs or groups of CGUs expected to benefit from the synergies of the
combination.
CGUs 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 costs to sell
and value in use. If the recoverable amount of the CGU is less than its carrying amount, the impairment loss is first
allocated to reduce the carrying amount of any goodwill and then to the other assets of the unit on a pro-rata basis.
Any impairment loss on goodwill is recognised immediately in profit or loss and is not subsequently reversed.
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(b) Indefinite life intangibles
TerryWhite
Chemmart
Brands
A$’000
Other
Healthcare
Brands
A$’000
Franchise
Network
A$’000
Animal
Care
Brands
A$’000
Healthcare
Trademarks
A$’000
Total
A$’000
Gross carrying amount
Balance at 1 July 2019
Effects of foreign currency exchange
differences
36,550
34,380
10,954
25,215
16,483
123,582
-
(557)
-
(144)
(381)
(1,082)
Balance at 30 June 2020
36,550
33,823
10,954
25,071
16,102
122,500
Effects of foreign currency exchange
and other differences
(12)
(62)
-
(20)
(52)
(146)
Balance at 30 June 2021
36,538
33,761
10,954
25,051
16,050
122,354
Recognition and measurement
Indefinite life intangible assets represent purchased brands, trademarks and a franchise network asset that are initially
recognised at fair value. These intangible assets are tested annually for impairment on the same basis as for goodwill.
Judgement: useful lives of indefinite life intangible assets
The Directors have assessed these brands, trademarks and a franchise network asset as having an indefinite useful
life. In coming to this conclusion the expected expansion of these assets across other products and markets, the typical
product life cycle of these assets, the stability of the industry in which the assets are operating, the level of maintenance
expenditure required and the period of legal control over these assets has been considered.
B1. Goodwill and intangibles continued
(c) Cash-generating units
The carrying amount of goodwill and indefinite life intangibles allocated to CGUs or groups of CGUs is as follows:
Goodwill
Indefinite life intangibles
2021
A$’000
2020
A$’000
2021
A$’000
2020
A$’000
Healthcare Australia 1
Healthcare New Zealand 2
660,918
642,710
68,081
68,295
12,682
21,079
12,689
21,146
Healthcare: Pharmacy/Logistics NZ 3
88,484
88,769
16,050
16,102
Healthcare: TerryWhite Group 4
27,229
20,306
47,492
47,492
Animal Care 5
154,627
149,543
25,051
25,071
999,339
969,623
122,354
122,500
1 Australian Consumer, Hospital, Pharmacy, Primary Healthcare sectors.
2 New Zealand Consumer, Hospital, Primary Healthcare, Aged Care and International Product Supplies.
3 New Zealand Pharmacy Wholesaler and Logistic Services.
4 Australia – TerryWhite Group.
5 New Zealand and Australia Animal Care.
For the year ended 30 June 2021 the Directors have determined that there is no impairment of any of the CGUs containing
goodwill, brands, trademarks or the franchise network asset (2020: Nil).
Key judgement: impairment assessment assumption
The recoverable amounts of cash generating units are determined on the basis of value in use calculations.
The recoverable amount calculations are most sensitive to changes in the following assumptions:
Revenue
Estimated by management based on revenue achieved in the period immediately before the
start of the assessment period and adjusted each year for any anticipated growth.
Operating costs
Estimated by management based on current trends at the start of the assessment period and
adjusted for expected changes in the business or sector in which the business operates.
Discount rates
Estimated by management based on a current market assessment of the time value of money,
cost of capital and risks specific to the asset or CGU to which the cash flows generated by that
asset or CGU are being assessed.
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(c) Cash-generating units continued
Key estimate: value in use calculation
The value in use calculation uses cash flow projections based on financial forecasts approved by the Board and
management covering a five year period, including terminal value, and management’s past experience. The following
estimates were used in the value in use calculation:
B1. Goodwill and intangibles continued
(d) Finite life intangibles
Customer
relationships/
contracts
A$’000
Other
A$’000
Total
A$’000
Goodwill
Annual revenue growth rates
Allowance for increases in expenses
Pre-tax discount rates
Terminal growth rate
2021
2020
2.5% - 7.0%
2.5% - 6.3%
2.5% - 4.9%
2.2% - 6.0%
11.6% - 13.7%
12.5% - 13.8%
2.5%
2.5%
Gross carrying amount
31,959
106,874
138,833
Accumulated amortisation and impairment
(16,421)
(78,620)
(95,041)
Balance at 30 June 2020
15,538
28,254
43,792
Gross carrying amount
40,486
106,874
147,360
Accumulated amortisation and impairment
(20,389)
(86,882)
(107,271)
Balance at 30 June 2021
20,097
19,992
40,089
Key estimate: value in use calculation
The fair value of indefinite life intangibles has been calculated using the relief from royalty method. The following estimates
were used:
Aggregate amortisation recognised as an expense during the year:
Indefinite life intangibles
Annual revenue growth rates
Allowance for increases in expenses
Royalty rate
Pre-tax discount rates
Terminal growth rate
3.0% - 7.2%
3.0% - 6.9%
2.5% - 4.9%
2.2% - 6.0%
3.0% - 11.8%
3.0% - 11.8%
12.3% - 20.3%
13.3% - 20.8%
Customer relationships and contracts
Other
2.5%
2.5%
Recognition and measurement
2021
A$’000
2020
A$’000
8,263
3,838
12,101
13,201
3,075
16,276
Management has carried out a sensitivity analysis and believe that any reasonably possible change in the key assumptions
would not cause the book value of any of the CGUs, or groups of CGUs to exceed their recoverable amount.
Finite life intangible assets are recorded at cost less accumulated amortisation. Amortisation is charged on a
straight line basis over their estimated useful life. Other finite life intangible assets comprise primarily of software.
Judgement: useful lives of finite life intangible assets
The Group is in the process of assessing the implementation and ongoing costs of SaaS arrangements, in response
to recent agenda decisions issued by IFRIC on how accounting standards apply to these types of arrangements.
This analysis is expected to be completed in the first half of 2022.
In determining the estimated useful life of finite life intangible assets (of a period of between one to 12 years)
the following characteristics have been assessed: (i) expected expansion of the usage of the assets, (ii) the typical
product life cycle of these assets, (iii) the stability of the industry in which the assets are operating, and (iv) the level
of maintenance expenditure required. The estimated useful life and amortisation period is reviewed at the end of
each annual reporting period.
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(e) Goodwill and intangibles accounting policies
Accounting policies
At each balance sheet date, EBOS reviews the carrying amounts of its non-current assets to determine whether there is
any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of
the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate
cash flows that are independent from other assets, EBOS estimates the recoverable amount of the CGU 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 (CGU) is estimated to be less than its carrying amount, the carrying amount of the
asset (CGU) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, other than for Goodwill, the carrying amount of the asset (CGU)
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 (CGU) in prior years. A reversal of an impairment loss is recognised as income immediately. Impairment losses cannot
be reversed for goodwill.
B2. Acquisition information
The following material acquisitions of subsidiaries took place during the year:
Name of business acquired
Principal activities
Date of
acquisition
Cost of
acquisition
A$’000
2021:
100% of the business assets and liabilities of
Cryomed Aesthetics (Cryomed)
Healthcare
October 2020
22,231
100% of the assets of CH2’s vet wholesale division (CH2 Vet)
Animal Care
November 2020
9,242
B2. Acquisition information continued
Combined details of acquisitions undertaken during the current year are as follows:
Current assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Inventories
Non-current assets
Property, plant and equipment
Deferred tax assets
Current liabilities
Trade and other payables
Employee benefits
Current liabilities
Employee benefits
Net assets acquired
Carrying value
A$’000
Fair value
adjustment
A$’000
Fair value on
acquisition
A$’000
11
2,551
18
8,103
257
-
(789)
(258)
(113)
9,780
-
(103) 1
-
(1,499) 2
-
579 3
(294) 4
-
-
(1,317)
11
2,448
18
6,604
257
579
(1,083)
(258)
(113)
8,463
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B2. Acquisition information continued
Carrying value
A$’000
Fair value
adjustment
A$’000
Fair value on
acquisition
A$’000
Impact on the Consolidated Cash Flow Statement of all acquisitions during the year:
Goodwill on acquisition
Total consideration
Less cash and cash equivalents
Deferred purchase consideration
Net cash outflow from acquisition
Judgements made:
30,435
38,898
(11)
(8,500)
30,387
1 To recognise the fair value of trade and other receivables on acquisition.
2 To recognise the fair value of inventories on acquisition.
3 To recognise deferred tax assets on acquisition.
4 To recognise the fair value of trade and other payables on acquisition.
Recognition and measurement
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method.
The cost of acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities
incurred or assumed, and equity instruments issued by EBOS in exchange for control of the acquiree. Acquisition-related
costs are recognised in profit or loss as incurred.
Where applicable, the cost of acquisition includes any asset or liability resulting from a contingent consideration
arrangement, measured at its acquisition date fair value. Subsequent changes in such fair values are adjusted against the
cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of
contingent consideration classified as an asset or liability are accounted for in accordance with relevant NZ IFRSs. Changes
in the fair value of contingent consideration classified as equity are not recognised.
Goodwill arising on acquisition
Goodwill arose on the acquisition of the business operations of Cryomed and CH2 Vet because the cost of acquisition included a
control premium paid. In addition, goodwill resulted from the consideration paid for the benefit of future expected cash flows above
the current fair value of the assets acquired and the expected synergies and future market benefits expected to be obtained.
These benefits are not recognised separately from goodwill as the expected future economic benefits arising cannot be reliably
measured and they do not meet the definition of identifiable intangible assets.
Cryomed was acquired as it is a profitable Australasian medical device business which the Group believes fits strategically with its
Australasian healthcare business assets.
CH2 Vet was acquired as it is a profitable Australian animal care business which the Group believes fits strategically with its
Australian animal care business assets.
Deferred consideration of $8.5m was recognised as future EBITDA earn out targets of the businesses acquired, on which the
consideration is payable, have, or are expected to be achieved.
The impact of the acquisitions on the results of the Group for the period ended 30 June 2021 are not considered material and are
therefore not disclosed in the financial statements.
Subsidiaries acquired
Consideration
Cash and cash equivalents
Deferred purchase consideration
Total consideration
Represented by
Net assets acquired
Goodwill on acquisition
Total consideration
Net cash outflow on acquisition
2021
A$’000
2020
A$’000
30,398
8,500
38,898
8,463
30,435
38,898
39,516
(2,073)
37,443
9,737
27,706
37,443
Cash and cash equivalents consideration
30,398
39,516
Deferred purchase consideration
Less cash and cash equivalents acquired
Plus bank overdraft acquired
Net cash consideration paid
836
(11)
-
-
-
1,352
31,223
40,868
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EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report Section C: Operating assets and liabilities used by EBOS
C1. Trade and other receivables continued
Recognition and measurement
Section Overview
This section provides further analysis on the significant operating assets and liabilities of EBOS. These balances
comprise the material net working capital balances used by EBOS to run its day to day operating activities.
C1. Trade and other receivables
Trade receivables (i)
Other receivables
Provision for expected credit losses (ii)
Recognition and measurement
2021
A$’000
1,112,747
57,625
(13,873)
1,156,499
2020
A$’000
997,450
37,940
(12,803)
1,022,587
Trade receivables are measured on initial recognition at fair value, and are subsequently carried at amortised cost. They are
presented as current assets unless collection is not expected for more than 12 months after the reporting date.
The Group writes off a financial asset when there is information indicating that the debtor is in severe financial difficulty and
there is no realistic prospect of recovery.
The Directors believe that the carrying amount of trade and other receivables approximates their fair value.
(i) Trade receivables are non-interest bearing. Interest may be charged on outstanding overdue balances in accordance with the
terms and conditions under which goods are supplied. Trade debtors generally have terms of 30 days.
(ii) Provision for expected credit losses
Not due
A$’000
30–60
days
A$’000
60–90
days
A$’000
90+
days
A$’000
Total 2021
A$’000
Trade receivables – total
1,084,519
21,842
2,992
3,394
1,112,747
Provision for expected credit losses – total
(1,017)
(8,306)
(1,686)
(2,864)
(13,873)
Not due
A$’000
30–60
days
A$’000
60–90
days
A$’000
90+
days
A$’000
Total 2020
A$’000
Trade receivables – total
953,573
31,541
5,128
7,208
997,450
Provision for expected credit losses – total
(654)
(3,865)
(2,963)
(5,321)
(12,803)
The Group recognises a loss allowance for expected credit losses (“ECL”) on trade receivables. The amount of ECLs
is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial
instrument.
The Group measures the provision for ECL using the simplified approach to measuring ECL, which uses a lifetime
expected loss allowance for all trade receivables. The Group determines lifetime ECLs for groups of trade receivables
with shared credit risk characteristics. Groupings are based on customer, trading terms and ageing.
An ECL rate is determined based on the historic credit loss rates for the Group, adjusted for other current observable
data that may materially impact the Group’s future credit risk. This other observable data includes specific factors in
relation to each debtor or general economic conditions of the industry in which the debtors operate.
Irrespective of the above analysis, the Group considers that default has occurred when a financial asset is more than
90 days past due unless the Group has reasonable basis that a more lagging default criterion is more appropriate.
C2. Inventories
Raw materials – at cost
Finished goods – at cost
2021
A$’000
6,503
778,258
784,761
2020
A$’000
2,459
735,240
737,699
Recognition and measurement
Inventories consist of raw materials (for the manufacturing operations of EBOS) and finished goods.
Inventories are recognised at the lower of cost, determined on a weighted average basis, and net realisable value.
Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been
incurred in bringing the inventories to their present location and condition. Net realisable value represents the
estimated selling price in the ordinary course of business, less all estimated costs of completion and costs to be
incurred in marketing, selling and distribution.
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C3. Trade and other payables
Section D: Capital assets used by EBOS to operate our business
2021
A$’000
2020
A$’000
Section Overview
This section explains what capital assets, such as property, plant and equipment, that EBOS uses to operate our
business activities. This section also describes the material movements in capital assets during the year.
Current
Trade payables
Other payables
Deferred purchase consideration
Non-current
Other payables
1,469,202
142,710
11,992
1,623,904
3,617
3,617
1,296,851
112,485
4,578
1,413,914
3,988
3,988
Recognition and measurement
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs.
Trade and other payables, are initially measured at fair value and subsequently measured at amortised cost,
using the effective interest method.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
D1. Property, plant and equipment
Freehold
land
A$’000
Buildings
A$’000
Leasehold
improvements
A$’000
Plant and
equipment
A$’000
Office equipment,
furniture and fittings
A$’000
Total
A$’000
Cost
Accumulated depreciation
28,649
-
42,437
(7,882)
38,421
104,287
31,985
245,779
(12,204)
(36,360)
(15,629)
(72,075)
Balance at 30 June 2020
28,649
34,555
26,217
67,927
16,356
173,704
Cost
Accumulated depreciation
28,643
-
43,115
(9,217)
38,857
116,448
34,816
261,879
(15,167)
(45,389)
(19,897)
(89,670)
Balance at 30 June 2021
28,643
33,898
23,690
71,059
14,919
172,209
Trade payables are unsecured and are generally settled within the month following the invoice date.
Reconciliation of the net carrying amount from the beginning to the end of the year (A$’000)
250,000
200,000
150,000
100,000
50,000
-
$173,704
$20,354
$257
($1,197)
$172,209
($20,813)
($96)
Opening
balance
Additions/
transfers from
WIP
Acquisitions
Disposals
Depreciation
Forex
Closing
Balance
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Recognition and measurement
Property, plant and equipment is initially recorded at cost. Cost includes the original purchase consideration and those
costs directly attributable to bringing the item of property, plant and equipment to the location and condition for its
intended use. After recognition as an asset, property, plant and equipment is carried at cost less accumulated depreciation
and impairment losses.
Depreciation of property, plant and equipment assets, other than freehold land, is calculated on a straight-line basis.
This allocates the cost or fair value amount of an asset, less any residual value, over its estimated useful life.
Judgements and estimates – useful lives
EBOS estimates the remaining useful life of assets as follows:
• Buildings: 20 to 50 years
• Leasehold improvements: two to 15 years
• Plant and equipment: two to 20 years
• Office equipment, furniture and fittings: two to 10 years
Section E: How we fund the business
Section Overview
This section explains how EBOS funds its operations and shows the sources of other available facilities that it
may call upon if required to fund its operational or future investing activities.
Capital management
EBOS manages its capital, meaning total shareholders’ funds, to provide appropriate returns to shareholders whilst
maintaining a capital structure that safeguards its ability to remain a going concern and optimises the cost of capital.
E1. Share capital
Fully paid ordinary shares
2021
No.
000’s
2021
Total
A$’000
2020
No.
000’s
2020
Total
A$’000
The residual value and useful lives are reviewed and if appropriate adjusted at each reporting date.
Balance at beginning of financial year
162,864
961,486
161,708
931,811
D2. Capital work in progress
Capital work in progress
2021
A$’000
70,362
70,362
2020
A$’000
5,783
5,783
Dividend reinvested – October
Dividend reinvested – April
Issue of shares to staff under employee share plan
Employee share issue costs
Shares vested under the long term executive
incentive scheme
Capital work in progress relates to buildings under construction and software development. The additional cost to complete the
projects is estimated at $25,030,000 (2020: $4,492,000).
Treasury stock
Opening stock
Share scheme – shares fully vested
Share scheme – shares forfeited
Recognition and measurement
1,233
27,553
-
67
-
-
-
1,665
(144)
3,056
415
724
17
-
-
9,301
13,731
358
(68)
6,353
164,164
993,616
162,864
961,486
2021
No.
000’s
585
(585)
-
-
2020
No.
000’s
1,225
(600)
(40)
585
74
75
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of
its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.
EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report E2. Dividends
Recognition and measurement
Dividends are approved by the Board in New Zealand dollars. Dividends recognised in the Statement of Changes in Equity
are converted from New Zealand dollars to Australian Dollars at the exchange rate applicable on the date the dividend was
approved.
Unrecognised dividends are converted at the exchange rate applicable on the reporting date.
Recognised amounts
Fully paid ordinary shares:
Final – prior year
Interim – current year
Dividends per share
Unrecognised amounts
Final dividend
Subsequent event
2021
2020
A$ Cents
per share
Total
A$’000
A$ Cents
per share
Total
A$’000
36.5
39.5
76.0
59,225
64,631
123,856
35.0
35.9
70.9
56,378
57,763
114,141
42.8
70,305
37.4
60,846
A dividend of NZ 46.0 cents per share was declared on 17 August 2021 with the dividend being payable on 24 September
2021. The anticipated cash impact of the dividend is approximately $70.3m.
The following table shows dividends approved in New Zealand dollars:
Recognised amounts
Fully paid ordinary shares:
Final – prior year
Interim – current year
Dividends per share
Unrecognised amounts
Final dividend
2021
NZ$ Cents
per share
2020
NZ$ Cents
per share
40.0
42.5
82.5
37.0
37.5
74.5
46.0
40.0
New Zealand dollar dividends paid to equity holders of the parent are translated into Australian dollars and disclosed in the cash
flow statement at the foreign currency exchange rate applicable on the date they are paid.
E3. Borrowings
Current
Bank loans – securitisation facility (i)
Bank loans (ii)
Non-current
Bank loans (ii)
2021
A$’000
2020
A$’000
116,640
-
116,640
323,565
323,565
179,408
67,513
246,921
324,916
324,916
(i) EBOS, through a subsidiary company, has a trade debtor securitisation facility of $400.0m (2020: $400.0m)
of which $283.4m was unutilised at 30 June 2021 (2020: $220.6m). The securitisation facility involves providing security over
the future cash flows of specific trade receivables, which meet certain criteria, in return for cash finance on a contracted
percentage of the security provided. As recourse, in the event of default by a trade debtor, remains with EBOS, the trade
receivables provided as security and the funding provided are recognised on the EBOS Consolidated Balance Sheet.
At 30 June 2021, the value of trade receivables provided as security under this securitisation facility was $158.5m (2020:
$226.9m). The net cash flows associated with the securitisation programme are disclosed in the Consolidated Cash Flow
Statement as cash flows from financing activities.
(ii) EBOS has gross bank term loan facilities of $789.5m (2020: $692.7m), of which $465.9m was unutilised at
30 June 2021 (2020: $300.3m).
In February 2021, the Group refinanced $443.0m of bank term loan and working capital facilities. The limit was increased to
$464.5m and the maturity dates were extended to February 2024 for $171.5m of debt facilities and May 2025 for $293.0m of
debt facilities.
In June 2021, the Group entered into a new $75.0m secured term debt facility for the construction of a new pet food
manufacturing facility. The maturity date of the debt facility is June 2026.
EBOS is in full compliance with its debt facility financial covenants. All bank loans, excluding the securitisation facility, are
secured by a charge over the assets of EBOS.
Recognition and measurement
All loans and borrowings are initially recognised at cost, being the fair value of the consideration received plus issue
costs associated with the borrowing. After initial recognition, these loans and borrowings are subsequently measured
at amortised cost using the effective interest method, which allocates the cost through the expected life of the loan or
borrowing. The fair value of non-current borrowings is approximately equal to their carrying amount.
Bank loans are classified as current liabilities unless EBOS has an unconditional right to defer settlement of the
liability for at least 12 months after the balance sheet date.
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EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report E4. Borrowings facilities maturity profile
E5. Operating cash flows
As at 30 June 2021, EBOS had unrestricted access to the following lines of available credit:
Reconciliation of profit for the year with cash from operating activities:
Facility
Term debt facilities ($AUD)
Term debt facilities ($NZD)
Term debt facilities ($AUD)
Term debt facilities ($AUD)
Term debt facilities ($AUD)
Securitisation facility ($AUD)
A$millions
250.0
46.5
125.0
293.0
75.0
400.0
Maturity
1-2 years
2-3 years
2-3 years
3-4 years
4-5 years
2-3 years
The following table shows the remaining contractual maturity for EBOS’ borrowings at balance date. The table includes both
interest and principal (undiscounted) cash flows, with total bank loans of $440.2m (2020: $571.8m):
Less than
1 year
A$’000
1–2 years
A$’000
2–3 years
A$’000
3–4 years
A$’000
4–5 years
A$’000
5+ years
A$’000
Total
A$’000
7,178
7,178
170,859
228,738
50,251
255,819
39,622
293,091
-
-
-
-
464,204
588,532
Bank loans
2021
2020
Financing activities
Bank overdraft facility, reviewed annually and payable at call:
Amount unused
Bank loan facilities with various maturity dates through to June 2026
(2020: May 2023)
Amount used
Amount unused
78
2021
A$’000
2020
A$’000
1,364
1,364
1,368
1,368
440,205
749,295
1,189,500
571,838
520,909
1,092,747
For the financial year ended 30 June 2021
Profit for the year
Add/(less) non-cash items:
Depreciation of property, plant and equipment
Depreciation on right of use assets
(Gain)/loss on sale of property, plant and equipment
Amortisation of finite life intangible assets
Share of profit from associates, net of dividends received
Expense recognised in respect of share-based payments
Deferred tax
Movement in working capital:
Trade and other receivables
Prepayments
Inventories
Current tax refundable/payable
Trade and other payables
Employee benefits
Foreign currency translation of working capital balances
Balances classified as investing activities
Working capital items acquired
Net cash inflow from operating activities
2021
A$’000
2020
A$’000
184,049
161,516
20,813
39,731
(103)
12,101
(7,071)
3,749
(13,532)
55,688
(133,912)
(1,330)
(47,062)
19,994
209,619
16,479
87
63,875
(12,914)
7,616
298,314
19,523
37,347
88
16,276
(3,355)
2,664
(3,253)
69,290
(124,791)
(2,558)
(14,182)
2,528
115,642
2,655
210
(20,496)
10,092
8,790
229,192
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EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report E5. Operating cash flows continued
Reconciliation of debt:
Section F: EBOS Group structure
Section Overview
1 July 2020
A$’000
Net
(repayments)
A$’000
Borrowings
acquired
A$’000
Foreign currency
movement
A$’000
30 June 2021
A$’000
This section provides information to assist in understanding the EBOS Group legal structure and how it affects
the financial position and performance of the Group. Details of businesses acquired are presented in Section B.
Bank loans
571,838
(131,859)
-
226
440,205
F1. Subsidiaries
1 July 2019
A$’000
Net
borrowings
A$’000
Borrowings
acquired
A$’000
Foreign currency
movement
A$’000
30 June 2020
A$’000
Bank loans
532,345
39,394
996
(897)
571,838
Accounting policies
Cash and cash equivalents comprise cash on hand and deposits readily convertible to cash and which are not subject to a
significant risk of change in value.
The Consolidated Cash Flow Statement is prepared exclusive of Goods and Services Tax (GST), which is consistent with the
method used in the Consolidated Income Statement.
• Operating activities include all transactions and other events that are not investing or financing activities.
• Investing activities are those activities relating to the acquisition and disposal of current and non-current investments
and any other non-current assets.
• Financing activities are those activities relating to changes in the equity and debt capital structure of the Group and
those activities relating to the cost of servicing EBOS’ equity capital.
The following entities comprise the significant trading and holding companies of the Group:
Parent and head entity: EBOS Group Limited
Subsidiaries (all balance dates 30 June unless otherwise noted)
Pet Care Holdings Australia Pty Ltd
EBOS Group Australia Pty Ltd
EBOS Health & Science Pty Ltd
PRNZ Limited
Pharmacy Retailing NZ Limited
Pet Care Distributors Pty Limited
Masterpet Corporation Limited
Masterpet Australia Pty Ltd
Botany Bay Imports and Exports Pty Ltd
QPharma Pty Ltd (formerly Aristopet Pty Ltd)
EAHPL Pty Limited
ZHHA Pty Ltd
ZAP Services Pty Ltd
Symbion Pty Ltd
Intellipharm Pty Ltd
Clinect Pty Ltd
Lyppard Australia Pty Ltd
DoseAid Pty Ltd
Symbion Trade Receivables Trust 1
Blackhawk Premium Pet Care Pty Ltd
Endeavour Consumer Health Limited
Nexus Australasia Pty Ltd
EBOS PH Pty Ltd
Ownership Interests
and Voting Rights
Country of
Incorporation
Australia
2021
100%
2020
100%
Australia
100%
100%
Australia
100%
100%
New Zealand
100%
100%
New Zealand
100%
100%
Australia
100%
100%
New Zealand
100%
100%
Australia
100%
100%
Australia
100%
100%
Australia
100%
100%
Australia
100%
100%
Australia
100%
100%
Australia
100%
100%
Australia
100%
100%
Australia
100%
100%
Australia
100%
100%
Australia
100%
100%
Australia
100%
100%
Australia
100%
100%
Australia
100%
100%
New Zealand
100%
100%
Australia
100%
100%
Australia
100%
100%
80
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EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report Subsidiaries (all balance dates 30 June unless otherwise noted)
Country of
Incorporation
TerryWhite Group Pty Ltd
Chemmart Holdings Pty Ltd
TW&CM Pty Ltd
TWC IP Pty Ltd
PBA Wholesale Pty Ltd
VIM Health Pty Ltd
PBA Finance No. 1 Pty Ltd
PBA Finance No. 2 Pty Ltd
Chem Plus Pty Ltd
Pharmacy Brands Australia Pty Ltd
VIM Health IP Pty Ltd
Tony Ferguson Weight Management Pty Ltd
Lite Living Pty Ltd
Alchemy Holdings Pty Ltd
Alchemy Sub-Holdings Pty Ltd
HPS Holdings Group (Aust) Pty Ltd
HPS Hospitals Pty Ltd
HPS Corrections Pty Ltd
HPS Services Pty Ltd
Hospharm Pty Ltd
HPS IVF Pty Ltd
HPS Finance Pty Ltd
HPS Brands Pty Ltd
Endeavour CH Pty Ltd
Ventura Health Pty Ltd
You Save Management Pty Ltd
Mega Save Management Pty Ltd
Cincotta Holding Company Pty Ltd
CC Pharmacy Investments Pty Ltd
CC Pharmacy Promotions Pty Ltd
CC Pharmacy Management Pty Ltd
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
2021
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
2020
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Ownership Interests
and Voting Rights
Shanghai EBOS Trading Co Ltd
(formerly Shanghai EBOS Business Management Co Ltd)
ACN 618 208 969 Pty Ltd
Warner and Webster Pty Ltd
W & W Management Services PL
EBOS Medical Devices NZ Limited
EBOS Medical Devices Australia Pty Ltd
LMT Surgical Pty Ltd
National Surgical Pty Ltd
Healthcare Supply Partners Pty Ltd
EBOS Aesthetics Pty Limited
China
Australia
Australia
Australia
New Zealand
Australia
Australia
Australia
Australia
Australia
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
1 The balance date of all subsidiaries is 30 June aside from the Symbion Trade Receivables Trust which has a balance date of 31 December. The results of the Symbion
Trade Receivables Trust (“the Trust”) have been included in the Group results for the year to 30 June 2021. The Trust is consolidated as EBOS has the exposure, or
rights, to variable returns from its involvement with the Trust and the Group considers that it has existing rights that give it the current ability to direct the relevant
activities of the Trust.
F2. Investment in associates
Name of associate company
Principal activities
Proportion
of shares
and voting
rights
acquired
Cost of
acquisition
A$’000
Date of
acquisition
Animates NZ Holdings Limited
Animal Care supplies
December 2011
50%
17,353
Good Price Pharmacy Franchising Pty Limited
Healthcare supplies
October 2014
44.18%
Good Price Pharmacy Management Pty Limited
Healthcare supplies
October 2014
44.18%
7,286
7,286
The reporting date for Animates NZ Holdings Limited is 30 June. Animates NZ Holdings Limited is incorporated in
New Zealand.
Although the company holds 50% of the shares and voting power in Animates NZ Holdings Limited, this entity is not deemed to
be a subsidiary as the other 50% is held by a single shareholder, therefore EBOS is unable to exercise control over this entity.
The reporting date for Good Price Pharmacy Franchising Pty Limited and Good Price Pharmacy Management Pty Limited is
30 June. They are incorporated in Australia.
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EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report F2. Investment in associates continued
The summary financial information in respect of the Group’s associates is set out below:
Section G: How we manage risk
Section Overview
Statement of Financial Position
Total assets
Total liabilities
Net assets
Group’s share of net assets
Income Statement
Total revenue
Total profit for the year
Group’s share of profits of associates
Movement in the carrying amount of the Group’s investment in associates:
Balance at the beginning of the financial year
New investments
Share of profits of associates
Share of dividends
Net foreign currency exchange differences
Balance at the end of the financial year
Goodwill included in the carrying amount of the Group’s investment
in associates
The Group’s share of the contingent liabilities of associates
The Group’s share of capital commitments of associates
2021
A$’000
108,875
(66,020)
42,855
21,250
157,325
14,478
7,071
46,679
-
7,071
(5,761)
(93)
47,896
23,724
-
-
2020
A$’000
117,058
(74,258)
42,800
21,099
131,730
7,719
3,355
41,074
3,694
3,355
(630)
(814)
46,679
23,772
-
-
Recognition and measurement
An associate is an entity over which EBOS has significant influence and that is neither a subsidiary nor an interest in a joint
venture or joint operation. EBOS has significant influence when it has the power to participate in the financial and operating
policy decisions of the investee, but is not in control or joint control over those policies.
Investments in associates are incorporated in the Group’s financial statements using the equity method of accounting.
Under the equity method, investments in associates are carried in the Consolidated Balance Sheet at cost and adjusted for
post-acquisition changes in EBOS’ share of the net assets of the associate, less any impairment in the value of individual
investments and less any dividends. Losses of an associate in excess of EBOS’ interest in that associate are recognised only
to the extent that EBOS has incurred legal or constructive obligations or made payments on behalf of the associate.
Any excess of the cost of acquisition over EBOS’ share of the net fair value of the identifiable assets, liabilities and
contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included
within the carrying amount of the investment and is assessed for impairment as part of that investment.
This section describes the financial risks that EBOS has identified and how it manages these risks, to protect
its financial position and financial performance. Management of these risks includes the use of financial
instruments to hedge against unfavourable interest rate and foreign currency movements.
G1. Financial risk management
The EBOS corporate treasury function provides services to the Group’s entities, co-ordinates access to financial markets,
and manages the financial risks relating to the operation of the Group.
EBOS does not enter into or trade financial instruments, including derivative financial instruments, for speculative
purposes. The use of financial derivatives is governed by Group policies approved by the Board of Directors, which provide
written principles on the use of financial derivatives. Compliance with policies and exposure limits is reviewed by the Board
of Directors on a regular basis.
Foreign currency risk
EBOS is exposed to foreign currency risk arising primarily from the procurement of goods denominated in foreign
currencies (US dollar, Australian dollars, Thai baht, Euro and British pound).
Foreign exchange rate exposures are managed utilising forward foreign exchange contracts.
It is the policy of the Group to enter into foreign exchange forward contracts to manage the foreign currency risk associated
with anticipated sales and purchase transactions typically out to 12 months of the exposure generated. It is the policy of the
Group to enter into foreign exchange forward contracts for up to 100% of forecasted foreign currency transactions for the
next six months and up to 80% of six to 12 months of forecasted foreign currency transactions.
All forward foreign currency contracts entered into fixed the exchange rate of highly probable forecast transactions,
denominated in foreign currencies, and are designated as cash flow hedges to reduce the Group’s cash flow exposure
resulting from variable movements in exchange rates.
The Group performs a qualitative assessment of effectiveness of hedges using the critical terms of the underlying
transaction and hedging instrument. It is expected that the value of the forward contracts and the value of the
corresponding hedged items will systematically change in opposite direction in response to movements in the underlying
exchange rates.
EBOS enters into forward foreign exchange contracts only in accordance with the Board approved treasury policy.
No sources of ineffectiveness emerged from these hedging relationships.
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EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report G1. Financial risk management continued
Interest rate risk
G2. Financial instruments
Derivatives
EBOS is exposed to interest rate risk as it borrows funds in both New Zealand dollars and Australian dollars at floating
interest rates.
The risk is assessed and managed by the use of interest rate swap contracts. EBOS agrees to exchange the difference between fixed
and floating rate interest amounts calculated on agreed notional principal amounts. Such contracts enable EBOS to mitigate the
risk of changing interest rates on debt held.
Other financial assets – derivatives (at fair value)
Forward foreign exchange contracts (i)
It is the policy of the Group to enter into interest rate swap contracts to manage base interest rate risk associated with floating rate
Group borrowings of up to 100% of the exposure generated for 1-3 years, up to 80% for 3-5 years and up to 50% for 5-10 years.
All interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as cash
flow hedges to reduce the Group’s cash flow exposure resulting from variable interest rates on borrowings. The interest rate swaps
and the interest payments on the loan occur simultaneously and the amount accumulated in equity is reclassified to profit or loss
over the period that the floating rate interest payments on debt affect profit or loss.
The Group performs a qualitative assessment of the effectiveness of hedges using the critical terms of the underlying
transaction and hedging instrument. It is expected that the value of the interest rate swaps and the value of the corresponding
hedged items (floating rate borrowings) will systematically change in opposite direction in response to movements in the
underlying interest rates.
Other financial liabilities – derivatives (at fair value)
Forward foreign exchange contracts (i)
Interest rate swaps (i)
(i) Designated and effective as a cash flow hedging instrument carried at fair value.
No sources of ineffectiveness emerged from these hedging relationships.
Recognition and measurement
2021
A$’000
2020
A$’000
44
44
577
6,054
6,631
109
109
367
12,262
12,629
Interest rate swap contracts are only entered into in accordance with the Group’s Board approved treasury policy.
Liquidity risk
EBOS is exposed to liquidity risk as it must invest in significant levels of working capital such as inventory and accounts
receivable which can impact liquidity unless they are converted to cash.
EBOS manages liquidity risk by maintaining adequate reserves, banking facilities and reserve banking facilities by continuously
monitoring forecast and actual cash flows and matching maturity profiles of financial assets and liabilities. Refer to note E4 for
information on EBOS’ borrowings facility maturity profile.
Credit risk
EBOS is exposed to the risk of default in relation to receivables owing from its healthcare and animal care customers,
hedging instruments and guarantees and deposits held with banks and other financial institutions.
EBOS has adopted a policy of only dealing with credit worthy counter parties as a means of mitigating the risk of financial loss from
defaults. All bank balances are assessed to have low credit risk at each reporting date as they are held with reputable international
banking institutions.
Trade receivables consist of a large number of customers, spread across diverse sectors and geographical areas. On-going credit
evaluation is performed on the financial condition of the trade receivables. Credit assessments are undertaken to determine the
credit quality of the customer, taking into account their financial position, past experience and other relevant factors. Individual risk
limits are granted in accordance with the internal credit policy and authorised via appropriate personnel as defined by the Group’s
delegation of authority manual.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the
maximum exposure to EBOS of any credit risk.
EBOS does not have any significant credit risk exposure to any single counter party. The credit risk on liquid funds and derivative
financial instruments is limited because the counter parties are banks with high credit ratings assigned by international credit rating
agencies.
EBOS has not changed its overall strategy regarding the management of risk from 2020.
EBOS has categorised these derivatives, both financial assets and financial liabilities, as Level 2 under the fair value
hierarchy contained within NZ IFRS 13. There were no transfers between fair value hierarchy levels during the current
or prior periods.
The fair value of forward foreign exchange contracts is determined using a discounted cash flow valuation.
Key inputs are based upon observable forward exchange rates, at the measurement date, with the resulting value
discounted back to present values.
Interest rate swaps are valued using a discounted cash flow valuation. Key inputs for the valuation of interest rate
swaps are the estimated future cash flows based on observable yield curves at the end of the reporting period,
discounted at a rate that reflects the credit risk of the various counter parties.
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 fair values of financial assets and financial liabilities are determined as follows:
• The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active
liquid markets are determined with reference to quoted market prices.
• The fair value of other financial assets and financial liabilities are determined in accordance with generally
accepted pricing models based on discounted cash flow analysis.
• The fair value of derivative instruments are calculated using quoted prices. Where such prices are not available,
use is made of discounted cash flow analysis using the applicable yield curve for the duration of the instruments.
The carrying amount of financial assets and financial liabilities recorded in the financial statements approximates
their fair values.
As hedge accounting has been applied for all derivatives, and no hedge ineffectiveness has occurred during the
period, the movement in these instruments has been recognised in other comprehensive income. The recognition
in profit or loss depends on the nature of the hedge relationship. EBOS designates these derivatives as cash flow
hedges of highly probable forecast transactions. Hedging gains or losses are recognised in the profit or loss when
the hedged items affect the profit or loss except where they are hedging non-financial items, in which case they
are recognised as an adjustment to the initial carrying value of the non-financial items (basis adjustment). When a
forward contract is used in a cash flow hedge relationship the Group has designated the change in fair value of the
entire forward contract, i.e. including the forward element, as the hedging instrument.
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EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report G2. Financial instruments continued
Cash flow hedges
At the inception of a hedge relationship, the Group 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 ongoing basis, the Group documents whether the hedging instrument
that is used in a hedging relationship is highly effective in offsetting changes in cash flows of the hedged item attributable
to the hedged risk.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is
recognised in other comprehensive income and accumulated as a separate component of equity in the hedging reserve.
The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.
Outstanding forward foreign currency contracts: nominal value
Buy Australian dollars
Buy Euro
Buy British pounds
Buy Thai baht
Buy US dollars
Outstanding interest rate swap contracts: nominal value
Less than 1 year
1 to 3 years
3 to 5 years
Greater than 5 years
2021
A$’000
6,853
3,735
2,454
10,941
25,886
49,869
2021
A$’000
94,655
195,000
-
-
2020
A$’000
9,415
4,889
4,917
8,514
32,851
60,586
2020
A$’000
51,034
264,781
25,000
-
289,655
340,815
Section H: Other disclosures
Section Overview
This section includes the remaining information relating to EBOS that is required to be presented so as to comply
with its financial reporting requirements.
H1. Contingent liabilities
Contingent liabilities
Guarantees given to third parties
H2. Commitments for expenditure
Capital expenditure commitments:
Plant
H3. Subsequent events
Subsequent event
2021
A$’000
2020
A$’000
320
320
505
505
2021
A$’000
22,232
22,232
2020
A$’000
766
766
Subsequent to year end the Board has approved a final dividend to shareholders. For further details please refer
to note E2.
Subsequent to balance date, in August 2021, the Group acquired a 100% equity interest in Pioneer Medical Limited
('Pioneer') for consideration of $40.0m, less net debt acquired.
Pioneer is a New Zealand based supplier of orthopaedic supplies. Pioneer was acquired as it is a profitable
medical devices business which the Group believes fits strategically within its Healthcare segment operations.
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EBOS Group LimitedEBOS Group LimitedBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials2021 Annual Report2021 Annual Report H4. Related party disclosures
Key management personnel compensation
Employee benefits
2021
A$’000
14,106
14,106
2020
A$’000
12,173
12,173
EBOS operates a long term incentive scheme whereby eligible staff receive performance rights entitling each holder of the
performance right to 1 new share per right issued (or payment of cash in lieu, at the Board’s discretion). Performance rights do not
vest until performance conditions are met over a three year period. In the current year, 313,890 performance rights were issued with
a 3 year performance period of 1 July 2020 to 30 June 2023 (2020: 205,263 with a 3 year performance period of 1 July 2019 to
30 June 2022).
EBOS also operates a long term incentive share plan whereby EBOS provides an interest free, non-recourse loan to participating
senior executives in order for those executives to purchase shares in the company. While the shares are issued and held in the
executive’s name, the shares will not vest unless and until performance conditions are met. The executive cannot deal in the shares
unless and until those shares vest. All net dividends received in respect of the shares must be applied to the repayment of the
interest-free loan. In 2018, 585,000 vested shares were issued with an issue price of NZ$17.35. The performance period in relation to
these shares was 1 July 2017 to 30 June 2020. No shares have been issued under this plan since 2018.
H5. Remuneration of auditors
All non-audit services provided by EBOS Group’s Auditor require pre-approval by the Audit and Risk Committee. Before any
non-audit services are approved, the Audit and Risk Committee must be satisfied that the provision of such services will not have
any influence on the independence of the auditors.
Auditor of the Group (Deloitte)
Audit of the financial statements
Audit related services for review of interim financial statements
Taxation compliance
2021
A$’000
2020
A$’000
600
202
4
806
614
220
6
840
90
H6. Leases
The Group as a lessee
The Group assesses whether a contract is or contains a
lease at inception of the contract. The Group recognises
a right of use (ROU) asset and a corresponding liability
with respect to all lease arrangements in which it is the
lessee, except for short-term leases (defined as leases
with a lease term of twelve months or less) and leases of
low value assets. For these leases, the Group applies the
practical expedient and recognises the lease payments
as an operating expense on a straight-line basis over
the term of the lease unless another systematic basis
is more representative of the time pattern in which
economic benefits from the lease assets are consumed.
The lease liability is initially measured at the present
value of the lease payments that are not paid at the
commencement date, discounted by using the rate
implicit in the lease. If this rate cannot be readily
determined, the Group uses its incremental borrowing
rate (IBR).
Lease payments included in the measurement of the
lease liability comprise:
• fixed lease payments, less incentives receivable;
• variable lease payments that depend on an index or
rate, initially measured using the index or rate at the
commencement date;
• the amount expected to be payable by the lessee
under residual value guarantees;
• the exercise price of purchase options, if the lessee is
reasonably certain to exercise the options; and
• payments of penalties for terminating the lease,
if the lease term reflects the exercise of an option to
terminate the lease.
The lease term is the non-cancellable period of a lease,
together with periods covered by an option (available to
the lessee only) to extend or terminate the lease if the
lessee is reasonably certain to exercise/not to exercise
that option. In determining the lease term, the Group
considers all facts and circumstances that create an
economic incentive to exercise/not exercise an option.
The lease liability is presented as a separate line in the
Consolidated Balance Sheet.
The lease liability is subsequently measured by
increasing the carrying amount to reflect interest on the
lease liability (using the effective interest method) and
by reducing the carrying amount to reflect the lease
payments made.
The Group remeasures the lease liability (and makes
a corresponding adjustment to the related ROU asset)
whenever:
• The lease term has changed or there is a change in the
assessment of exercise of a purchase option, in which
case the lease liability is remeasured by discounting
the revised lease payments using a revised discount
rate.
• The lease payments change due to changes in an
index or rate or a change in expected payment under
a guaranteed residual value, in which cases the lease
liability is remeasured by discounting the revised lease
payments using the initial discount rate.
• A lease contract is modified and the lease modification
is not accounted for as a separate lease, in which case
the lease liability is remeasured by discounting the
revised lease payments using a revised discount rate.
The ROU assets comprise the initial measurement of the
corresponding lease liability, lease payments made at
or before the commencement date and any initial direct
costs. They are subsequently measured at cost less
accumulated depreciation and impairment losses.
Whenever the Group incurs an obligation for costs to
dismantle and remove a leased asset, restore the site on
which it is located or restore the underlying asset to the
condition required by the terms and conditions of the lease,
a provision is recognised and measured under NZ IAS 37
Provisions, Contingent Liabilities and Contingent Assets.
ROU assets are depreciated over the shorter period of
either the lease term or the useful life of the underlying
asset. If a lease transfers ownership of the underlying
asset or the cost of the ROU asset reflects that the
Group expects to exercise a purchase option, the
related ROU asset is depreciated over the useful life
of the underlying asset. The depreciation starts at the
commencement date of the lease.
The ROU assets are presented as a separate line in the
Consolidated Balance Sheet.
The Group applies NZ IAS 36 Impairment of Assets
to determine whether an ROU asset is impaired and
accounts for any identified impairment loss under this
standard.
Variable rents that do not depend on an index or rate
are not included in the measurement of the lease
liability and the ROU asset. The related payments are
recognised as an expense in the period in which the
event or condition that triggers those payments occurs
and are included in the line “operating lease rental
expenses” in the Consolidated Income Statement.
As a practical expedient, NZ IFRS 16 Leases permits
a lessee not to separate non-lease components, and
instead account for any lease and associated non-lease
components as a single arrangement. The Group has
adopted this practical expedient.
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Right of use assets
Cost
Land and
buildings
A$’000
Office, plant and
equipment
A$’000
Motor vehicles
A$’000
Balance as at 1 July 2020
245,654
10,536
Additions
Disposals
Forex
Balance as at 30 June 2021
Accumulated depreciation
Balance as at 1 July 2020
Disposals
Depreciation expense
Forex
Balance as at 30 June 2021
Net book value
As at 30 June 2020
As at 30 June 2021
40,639
(8,109)
(442)
277,742
(33,594)
3,711
(35,269)
175
(64,977)
212,060
212,765
1,718
(321)
(16)
11,917
(2,310)
264
(2,803)
12
(4,837)
8,226
7,080
4,088
1,585
(876)
(5)
4,792
(1,443)
830
(1,659)
2
(2,270)
2,645
2,522
Total
A$’000
260,278
43,942
(9,306)
(463)
294,451
(37,347)
4,805
(39,731)
189
(72,084)
222,931
222,367
H6. Leases continued
Amounts recognised in profit and loss
Depreciation on right of use assets
Finance costs – leases
Expense relating to short term leases and low value assets
Lease liabilities
Current
Non-current
Maturity analysis (undiscounted future cash flows)
Year 1
Year 2
Year 3
Year 4
Year 5
Onwards
Cash outflows for leases
Interest on lease liabilities
Repayments of lease liabilities
Short term leases and low value asset leases
2021
A$’000
39,731
7,705
5,080
36,498
203,621
43,388
38,899
36,871
33,660
26,268
92,736
271,822
(7,705)
(35,261)
(5,080)
(48,046)
2020
A$’000
37,347
8,126
5,091
33,846
203,300
40,960
38,800
35,436
33,494
30,348
91,672
270,710
(8,126)
(31,957)
(5,091)
(45,174)
H7. New accounting standards
The Group has adopted all new accounting standards that have become effective during the current year. The adoption of
these new standards has had no impact upon these financial statements.
The Group is not aware of any NZ IFRS Standards or Interpretations that have been recently issued or amended that have
not yet been adopted by the Group that would materially impact the Group for the reporting period ended 30 June 2021.
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Additional stock exchange information continued
Fully paid shares
Percentage of
paid capital
Substantial holder name*
Ordinary shares as at
balance date
Percentage of share
capital as at
balance date
Ordinary shares as
at 16 July 2021
Percentage of share
capital as at
16 July 2021
18.90
Sybos Holdings Pte Limited
31,021,184
8,236,324
18.90%
5.02%
31,021,184
8,137,480
18.90%
4.96%
Jardan Securities Limited
and Harbour Asset
Management Limited
As at 16 July 2021
Twenty largest shareholders
Sybos Holdings Pte Limited
Citibank Nominees (New Zealand) Limited – NZCSD CNOM90
Forsyth Barr Custodians Limited 1 – CUSTODY
HSBC Nominees (New Zealand) Limited NZCSD HKBN90
National Nominees Limited – NZCSD NNLZ90
FNZ Custodians Limited
Accident Compensation Corporation – NZCSD ACCI40
Custodial Services Limited A/C 4
JP Morgan Nominees Australia Limited
BNP Paribas Nominees (NZ) Limited – NZCSD BPSS40
Custodial Services Limited A/C 3
HSBC Custody Nominees (Australia) Limited
Tea Custodians Limited Client Property Trust Account – NZCSD TEAC40
HSBC Nominees A/C NZ Superannuation Fund Nominees Limited – NZCSD SUPR40
JP Morgan Chase Bank NA NZ Branch-Segregated Clients Acct – NZCSD CHAM24
Custodial Services Limited A/C 2
New Zealand Depository Nominee Limited A/C 1 Cash Account
HSBC Nominees (New Zealand) Limited A/C State Street – NZCSD HKBN45
JBWere (NZ) Nominees Limited NZ Resident A/C
Whyte Adder No 3 Limited
31,021,184
11,207,180
7,210,028
7,009,188
5,398,662
5,136,131
4,912,747
4,906,635
4,589,827
4,125,133
3,189,755
3,119,753
2,946,803
2,780,873
2,410,779
2,227,755
2,203,510
2,097,330
1,964,115
1,796,425
6.83
4.39
4.27
3.29
3.13
2.99
2.99
2.80
2.51
1.94
1.90
1.79
1.69
1.47
1.36
1.34
1.28
1.20
1.09
Substantial product holders and number of securities
The following information is provided in compliance with section 293 of the Financial Markets Conduct Act and the ASX
Listing Rules.
Number of ordinary shares
As at balance date
As at 16 July 2021
164,164,053
164,164,053
110,253,813
67.16
Number of unquoted performance rights
As at balance date
As at 16 July 2021
652,135
956,294
*based on substantial holding notices received by the Company.
Distribution of shareholders and shareholdings
Holders
Fully paid
ordinary shares
Percentage of
paid capital
Size of Holding
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Total
6,507
3,744
761
571
67
2,652,244
8,716,441
5,429,932
12,485,322
134,880,114
11,650
164,164,053
1.62
5.31
3.31
7.60
82.16
100.0
Unmarketable parcels
As at 16 July 2021, there were 204 shareholders (with a total of
1,389 shares) holding less than a marketable parcel of shares,
based on the closing price of the Company’s shares on the
ASX of A$29.84. The ASX Listing Rules define a marketable
parcel of shares as a parcel of shares of not less than A$500.
Waivers granted from the NZX and ASX Listing Rules
Waivers granted from the application of NZX and ASX Listing
Rules are published on the Company’s website.
The terms of the Company’s admission to the ASX and
on-going listing requires the following disclosures:
1. The Company is not subject to Chapters 6, 6A, 6B and 6C of
the Australian Corporations Act dealing with the acquisition
of shares (including substantial holdings and takeovers).
2. Limitations on the acquisition of securities imposed under
New Zealand law are as follows:
(a) In general, securities in the Company are freely
transferable and the only significant restrictions or
limitations in relation to the acquisition of securities are
those imposed by New Zealand laws relating to takeovers,
overseas investment and competition.
(b) The New Zealand Takeovers Code creates a general rule
under which the acquisition of 20% or more of the voting
rights in the Company or the increase of an existing holding
of 20% or more of the voting rights of the Company can
only occur in certain permitted ways. These include a full
takeover offer in accordance with the Takeovers Code, a
partial takeover in accordance with the Takeovers Code, an
acquisition approved by an ordinary resolution, an allotment
approved by an ordinary resolution, a creeping acquisition
(in certain circumstances), or compulsory acquisition of a
shareholder holding 90% or more of the shares.
(c) The New Zealand Overseas Investment Act 2005 and
Overseas Investment Regulations 2005 (New Zealand)
regulate certain investments in New Zealand by overseas
interests. In general terms, the consent of the New Zealand
Overseas Investment Office is likely to be required where
an ‘overseas person’ acquires shares in the Company
that amount to 25% or more of the shares issued by the
Company, or if the overseas person already holds 25% or
more, the acquisition increases that holding.
(d) The New Zealand Commerce Act 1986 is likely to prevent
a person from acquiring shares in the Company if the
acquisition would have, or would be likely to have, the effect
of substantially lessening competition in the market.
Voting Rights
Shareholders may vote at a meeting of shareholders either in
person or by proxy, attorney, or representative.
In a poll every shareholder present in person or by proxy,
attorney or representative has one vote for each share.
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The Board and management of EBOS Group Limited are
committed to ensuring that the Company adheres to best
practice and governance principles and maintains high ethical
standards.
The 2021 Corporate Governance Statement relating to the
Company and its subsidiaries (the Group) can be found at:
https://ebosgroup.gcs-web.com/corporate-governance.
The Corporate Governance Statement refers to a number of
codes, policies and charters of the Group. These documents
(or a summary of them) can be found in the Group’s Corporate
Governance Code at https://ebosgroup.gcs-web.com/
corporate-governance.
For the purposes of compliance with the NZ Companies Act,
NZX Listing Rules and NZX Corporate Governance Code dated
10 December 2020 (2020 Code), the following disclosures are
included in the Annual Report.
Diversity
In February 2021, the Board approved a new Diversity &
Inclusion Policy (replacing the previous Diversity Policy).
The Board also approved revised objectives in relation to
diversity. The revised objectives reflect the principles and areas
of focus outlined in the policy. The objectives outlined below
build upon those disclosed in previous years with objectives in
relation to reconciliation and leadership training also included.
The Diversity & Inclusion Policy is set out as Appendix F of the
Corporate Governance Code. Under the policy, the Board is
responsible for setting measurable objectives for achieving
diversity. Set out below is the Board’s assessment of the
objectives for the 2020/21 year:
Objective
Progress during 2020/2021
Aim to increase the proportion of women on the Board
as vacancies arise, having regard to the circumstances
(including skill requirements) relating to the vacancies.
No new directors were appointed during the 2021 financial
year. However, on 14 June 2021 EBOS announced the
appointment of Dr Tracey Batten to the Board with effect from
1 July 2021.
As at the date of this report, 43% of directors are female.
Aim to increase the proportion of women in executive and
senior leadership roles by identifying internal talent through
robust succession planning, developing female leaders
and acquiring external talent through fair and objective
recruitment practices.
A new Recruitment and Selection Policy was launched during
the period to help ensure there is a continued focus on
diversity and inclusion in recruitment practices.
Succession planning was conducted and gender
representation in this process was reported to the Board.
Ensure a remuneration framework is in place that will allow
the organisation to complete an objective analysis of EBOS
pay equity annually to monitor pay rates and identify if
there are any gender based pay issues that need to be
addressed.
Continue to promote family friendly and flexible work place
practices including but not limited to a commitment to
supporting those on parental leave, supporting flexible return to
work arrangements and on-going flexible work arrangements
that suit both the organisation and the individual.
A new remuneration framework is in development with
external remuneration consultants to help ensure pay equity is
managed across the Group.
A new Flexible Working Policy was launched during the period
which, amongst other things, supports return to the office
arrangements following periods of working from home during
COVID-19 restrictions.
Continue to commit to the EBOS Reconciliation Action Plan
(RAP) in Australia and improving cultural awareness across
both Australia and New Zealand.
In 2019/20, EBOS launched its first RAP as part of its
commitment to reconciliation between Aboriginal and Torres
Strait Islanders and the broader Australian population.
As part of this commitment, in 2020/21 212 leaders participated
in cultural awareness training in Australia.
Educate our leaders through training to ensure they are
equipped and can role model the principles outlined in our
Diversity & Inclusion Policy and bring the policy to life in our
workplace.
A number of workshops were conducted to roll out the Values
and Behaviours of the Divisions of EBOS, which include
commitments to diversity and inclusion. Further to this 197
leaders participated in specific training on Behaviours of
Inclusion training.
96
Gender representation
The Group’s gender representation as at 30 June 2021 was as follows:
Board
2019/20
2020/21
Officer
2019/20
2020/21
Female %
Female (no.) Male %
Male (no.)
33.3
33.3
2
2
66.6
66.6
4
4
Female %
Female (no.) Male %
Male (no.)
33.3
33.3
3
3
66.6
66.6
6
6
Officer has the meaning given in the NZX Listing Rules.
Group
2019/20
2020/21
Female %
Male %
58
59
42
41
Director independence
As at 30 June 2021, the Board’s assessment of the independence
of each person that was a director is set out below.
Name
Status
Appointment date
Elizabeth Coutts
Independent1
July 2003
Nicholas Dowling
Independent
February 2020
Stuart McGregor
Non-independent July 2013
Mr Williams and Mr McGregor were first appointed to the
EBOS Board in 2013 in connection with the investment in
EBOS by Sybos (an entity that is part of the Zuellig Group).
Mr Williams and Mr McGregor’s associations with the Zuellig
Group have changed since that time and the Board is
unanimously of the view that they bring an independent view
to decisions regarding EBOS.
Accordingly, as at the date of this Annual Report all directors
are Independent Directors.
Stuart McLauchlan Independent
July 2019
2020 Code
Sarah Ottrey
Independent
September 2006
Peter Williams
Non-independent July 2013
Under NZX Listing Rule 3.8.1(b), EBOS is required to state in
the Annual Report which recommendations in the 2020 Code
were not followed in the financial year ended 30 June 2021.
Elizabeth Coutts, Nicholas Dowling, Stuart McLauchlan
and Sarah Ottrey were determined as Independent.
Nicholas Dowling and Stuart McLauchlan were appointed
to the Board in the 2019/20 financial year and do not have
relationships which may impact the Board’s assessment
of their independence. In relation to Elizabeth Coutts and
Sarah Ottrey, the Board is unanimously of the view that each
director brings, amongst other things, an independent view to
decisions in relation to EBOS and that their tenure is not,
of itself, an indication that they are no longer Independent.
Update since balance date
Dr. Tracey Batten joined the Board on 1 July 2021 and is
considered to be Independent.
On 6 July 2021, the Company announced that the Board had
determined that Peter Williams and Stuart McGregor were
Independent Directors (as defined in the NZX Listing Rules).
1 Independent means that the director is considered to be an Independent Director
as defined under the NZX Listing Rules and independent having regard to the
factors set out in the ASX Corporate Governance Council’s Corporate Governance
Principles & Recommendations.
Recommendation
Comment
3.4 – Nomination
Committee
5.2 – Remuneration
policy
The Board does not have a nomination
committee. The Board has determined,
having regard to the current
composition of the Board, that a
nomination committee is not currently
required. The Board undertakes
the functions that were previously
delegated to a nominations committee.
EBOS has a remuneration policy.
The policy does not include the
relative weightings of remuneration
and performance criteria. This
information is included in the
Company’s Corporate Governance
Statement (as required under the
policy) to ensure it accurately reflects
the remuneration structures.
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Remuneration Overview
The Board is responsible for:
Table 1: FY2021 STI plan
EBOS Group Limited presents this remuneration overview for
the Company and its controlled entities for the year ended
30 June 2021. This overview provides details beyond those
required under New Zealand laws and the NZX Corporate
Governance Code. The Board considers that it is important
to provide an appropriate level of transparency around the
Group’s approach to remuneration in order to encourage
confidence in the Group’s executive and non-executive
director remuneration processes.
This overview provides details of the Group’s approach to
remuneration including incentive plans for senior executives
that were in place for the reporting year and remuneration
received by the CEO and the directors.
Remuneration Philosophy and Principles
It is recognised that in order to support the business and
its strategy, the Group must attract and retain people of a
high calibre. Accordingly, the Board sets the remuneration
of directors and executives with regard to this and other
business objectives.
Specifically in relation to executives, it is the policy of the
Group to align components of executive remuneration
with the performance of the Group. Accordingly, executive
remuneration comprises fixed and ‘at risk’ (or performance-
based) elements which are both short and long-term in nature.
The purpose of this policy is to ensure that the interests of the
executives, the Group and its shareholders are aligned during
the period over which the business results are realised.
As a result the remuneration framework is structured to
promote the long-term sustainable growth of the Group
with a significant portion of performance-based executive
remuneration awarded as rights to equity.
Remuneration Governance
As set out in the Charter for the Remuneration Committee,
the Committee is responsible for reviewing, recommending
and, if delegated by the Board, setting, in accordance with
the Group’s Remuneration Policy and Group practices,
all components of the remuneration of the directors and
executives. The charter for the Remuneration Committee
can be found at https://ebosgroup.gcs-web.com/corporate-
governance.
The Remuneration Committee is responsible for:
• approving the remuneration of executives; and
• recommending non-executive director remuneration to
the Board.
• approving non-executive director remuneration; and
• approval of remuneration policies.
The members of the Remuneration Committee during the year
were Elizabeth Coutts (Chair), Stuart McLauchlan and Sarah
Ottrey.
Executive Remuneration Framework
The Group’s remuneration structure for executives, including
the CEO, comprises three elements:
• Total Fixed Remuneration (TFR);
• Short-Term Incentive (STI); and
• Long-Term Incentive (LTI).
The following summarises each component of executive
remuneration. A summary of the remuneration of the CEO,
Mr John Cullity, is set out in table 5.
a. Total Fixed Remuneration (TFR)
Fixed remuneration may include a component of compulsory
superannuation contributions for Australian-based executives
and KiwiSaver contributions for New Zealand-based
executives. Executives fixed remuneration is set by reference
to the person’s position, performance at EBOS, market data
for comparable companies, their qualifications and their
experience.
b. Short Term Incentive (STI)
The STI is currently an annual cash payment which is
dependent on the achievement of a combination of Group
and individual performance measures.
The performance measures are set by reference to the
executive’s responsibilities and particular projects relevant to
that executive and the business or function for which they are
responsible. The purpose of the STI is to reward executives for
meeting measurable objectives linked to a financial year.
For example, for executives that are responsible for
businesses in the Group, their performance measures may be
set by reference to the performance of that business and the
Group as a whole.
For executives that have functional responsibilities, their
performance objectives may be set by reference to the
financial performance of the Group.
Feature
Purpose
Eligibility
Approach
Align individual performance with Group objectives.
Provide individuals with a competitive market position for total reward (i.e. variable and
fixed pay components).
Those considered for participation in the program must be able to impact the performance
of their own work area, their business or function and also contribute to the Group’s overall
performance.
Instrument
Cash.
Performance Criteria
The following criteria must be met before any payments are made:
• Group Profit Before Tax (PBT) target for the financial year; and
• for those with business unit responsibilities, either segment EBIT or EBITDA targets for the
financial year (Healthcare or Animal Care).
c. Long-Term Incentive (LTI)
EBOS Group has a long-term incentive plan which currently takes the form of a performance rights plan.
The table below sets out the key terms for the LTIs granted during the year ended 30 June 2021.
Table 2: LTI 2020/23 plan
Feature
Purpose
Eligibility
Instrument
Approach
Align a portion of executives’ total remuneration with the medium to long term performance
of the Group.
The Remuneration Committee determines whether an LTI plan will operate and the extent
(if any) to which each executive is invited to participate in an LTI plan.
Performance Rights (PRs) which are rights to acquire ordinary shares in the Company for nil
consideration.
Settlement
PRs can be settled either in equity or a cash equivalent at the discretion of the Board.
Performance period
Three years from 1 July 2020 to 30 June 2023.
Vesting conditions
• Continuous employment with the Group;
• Growth in the Company’s earnings per share in each year of the performance period or
cumulatively over the performance period must equal or exceed a specific percentage
target.
During FY2021, the Board has also introduced a ‘stretch’ target for certain senior executives
to recognise outperformance by the Group. The number of performance rights issued to
Mr Cullity under LTI2020/23 is representative of this stretch target.
Dividends and
voting rights
PRs do not have voting rights or accrue dividends.
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Feature
Clawback
Approach
The Board has broad discretion to adjust downwards including to zero unvested or vested LTI
awards where, in the opinion of the Board, the CEO or an executive has:
• acted fraudulently, dishonestly or engaged in gross misconduct or is in breach of their
obligations to the Group;
• acted in a way that has contributed to material reputational damage to the Group; or
• received PRs that have vested as a result of fraud, dishonesty or breach of obligations of any
person or as a result of a material misstatement of the financial statements of the Group.
Restriction on
hedging
Hedging of PRs by executives is not permitted.
Change of control
Vesting of PRs is subject to Board discretion.
b. Key terms of CEO employment contract
The table below sets out the key terms of Mr Cullity’s employment contract.
Table 4: CEO Contract
Contract duration
Notice period –
company
Notice period –
CEO
Termination provision
(where notice provided)
Post-employment
restraint
Ongoing until
terminated by
either party
12 months unless
for cause
c. CEO Remuneration Outcomes for FY21
12 months
12 months
18 months
The table below sets out the realised remuneration outcomes for Mr Cullity during the 2021 and 2020 financial years.
Table 5: Summary of total realised remuneration
Cessation of employment
Resignation: subject to the Board determining otherwise, unvested PRs are forfeited. Vested PRs
remain on foot.
Financial year
Fixed remuneration
(including superannuation)
STI
LTI
Termination for cause: if an executive’s employment is terminated for cause, subject to the Board
determining otherwise, unvested and vested performance rights are forfeited.
Termination without cause (including circumstances such as redundancy and retirement):
the Board shall determine the treatment of unvested performance rights. All vested PRs remain
on foot unless otherwise determined by the Board.
d. Executive Remuneration Mix
The Group’s Remuneration Policy does not include the relative weightings of remuneration and performance criteria.
As required under the Group’s Remuneration Policy, the relative weightings of realised executive remuneration components in
the financial year ended 30 June 2021 is set out in the Group’s Corporate Governance Statement.
CEO Remuneration
a. Past Financial Performance
The table below presents the financial performance for EBOS Group Limited for the previous five financial years.
Table 3: Past Financial Performance
NPAT 1
Basic EPS
2021
2020
2019
2018
2017
A$185.3m
A$162.5m
A$137.7m
A$137.3m
A$125.9m
A$113.2cps
A$100.6cps
A$89.8cps
A$90.4cps
A$83.0cps
Share price at end of financial year
NZ$32.30
NZ$21.61
NZ$23.15
NZ$17.95
NZ$17.50
Total dividends in period (NZ$ cps)
88.5
77.5
71.5
68.5
63.0
Total shareholder return 2
53.56%
(3.30%)
32.95%
6.49%
10.82%
Note 1: Net profit after tax attributable to owners of the company.
Note 2: Total shareholder return is calculated as the share price at the end of the year plus dividends declared in relation to that year divided by the opening
share price for the year.
100
2021
2020
A$1,350,000
A$1,350,000
A$1,000,000
A$1,350,000
A$1,150,000
A$1,000,000
The amounts set out in this section may differ from the
amounts included in Note H4 to the Financial Report and the
table of employee remuneration included on pages 104 and
105 which are reported according to accounting standards.
The accounting values of remuneration reported may not
reflect what a person was actually paid during the financial
year, particularly due to the valuation of share based
payments and accrual of short term incentives. A summary
of total realised remuneration received by Mr Cullity during
the year ended 30 June 2021 is set out in Table 5 above.
Fixed remuneration
In the financial year ended 30 June 2021 Mr Cullity received
fixed remuneration of $1,350,000. This includes compulsory
superannuation contributions. The Board considered that
despite the Group’s strong financial performance it was
appropriate, having regard to the uncertain impact of
the COVID-19 pandemic on the Group at the time, that Mr
Cullity’s fixed remuneration should remain the same as
FY2020.
Short Term Incentive (STI) payment
In the financial year ended 30 June 2021, Mr Cullity
received an STI payment of $1,350,000. This payment was
based on the financial performance of the Group for the
prior year (that is, the year ended 30 June 2020) (2020 STI).
With regard to the 2020 STI, a target was set by reference
to the Group’s 2020 underlying Profit Before Tax results
(Target). If the Group’s underlying Profit Before Tax (PBT)
results were equal to:
• the Target, 75% of the STI was payable;
• 102% of the Target, 90% of the STI was payable; and
• 103.5% of the Target, Mr Cullity’s maximum STI
entitlement was payable.
Mr Cullity received his maximum STI entitlement under the
2020 STI.
2021 STI
In relation to the STI for the year ended 30 June 2021,
a similar structure for the STI was adopted. Mr Cullity’s
STI entitlement under the 2021 STI is $1,820,000 and it is
expected that Mr Cullity will receive the STI entitlement
during the 2022 financial year.
Long Term Incentives
During the year ended 30 June 2021, Mr Cullity received
long term incentives of $1,000,000.
The performance conditions for the performance rights
granted during the year ended 30 June 2021 are described
in section c and table 2 above.
The maximum LTI opportunity for Mr Cullity in the form of
equity instruments for the year ended 30 June 2021 was
A$1,650,000.
In addition, in July 2021, Mr Cullity, together with other
senior executives, was issued with performance rights in
relation to the performance period 1 July 2021 to
30 June 2024.
101
EBOS Group LimitedEBOS Group Limited2021 Annual Report2021 Annual ReportBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials Long term incentives in the form of equity instruments received by Mr Cullity to date are:
Table 6: LTIs – Chief Executive Officer
Performance Period
Instrument
Vested/Unvested
LTI – 2021/2024
1 July 2021 to 30 June 2024
94,124 performance rights
Unvested
LTI – 2020/2023
1 July 2020 to 30 June 2023
75,000 performance rights
Unvested
LTI – 2019/2022
1 July 2019 to 30 June 2022
45,455 performance rights
Unvested
LTI – 2018/2021
1 July 2018 to 30 June 2021
47,500 performance rights
Unvested
LTI – 2017/2020
1 July 2017 to 30 June 2020
110,000 loan-backed shares
Vested
LTI – 2016/2019
1 July 2016 to 30 June 2019
95,000 loan backed shares
Vested
LTI 2018/2021
In relation to the 47,500 performance rights issued in respect
of the performance period 1 July 2018 to 30 June 2021, it is
expected that these performance rights will vest shortly after
the release of the Annual Report.
Vested LTI Shares
In previous financial years, EBOS operated a long term
incentive share plan whereby EBOS provided an
interest-free, non-recourse loan to participating senior
executives, including Mr Cullity, in order for those executives
to purchase shares in the Company. Those shares have
vested. The loan balances in respect of those vested shares
as at 30 June 2021 are as follows:
• LTI 2016/2019 – 95,000 shares – NZ$1,470,354;
• LTI 2017/2020 – 110,000 shares – NZ$1,662,270.
Non-Executive Director Remuneration
The remuneration of non-executive directors is set by
reference to the time commitment and responsibilities of
the non-executive directors (including any commitment as
a member of a Board committee) and is set at a level which
is designed to attract and retain experienced and qualified
Board members and provide appropriate remuneration for
their time and expertise. Market rates for non-executive
director remuneration for comparable companies (by size,
industry classification and/or complexity) are also taken into
account.
Non-executive directors do not receive performance-based
remuneration.
Total remuneration for non-executive directors is subject to an
aggregate fee pool limit of NZ$1,410,000 (including payments
made in respect of KiwiSaver and compulsory superannuation
contributions) in any financial year. The fee pool was approved
by shareholders at the Annual Meeting held on 15 October 2019.
Table 7: Non-executive director fees by position
Position
Chair
Director (other than Chairman)
Chair of Audit and Risk Committee
Chair of Remuneration Committee
Member of Audit and Risk Committee
Member of Remuneration Committee
102
Fees (NZD)
$320,000
$160,000
$37,500
$20,000
$17,500
$10,000
Directors’ remuneration and other benefits required to be disclosed pursuant to section 211(1) of the Companies Act 1993
for the year ended 30 June 2021 were as follows:
Table 8: Non-executive director fees paid during the year ended 30 June 2021
Director
E Coutts
N Dowling
S McGregor
S McLauchlan
S Ottrey
P Williams
Base Fee
NZ$
320,000
160,000
160,000
160,000
160,000
160,000
Audit and Risk
Committee*
NZ$
17,500
17,500
-
37,500
-
-
Remuneration
Committee*
NZ$
20,000
-
-
10,000
10,000
-
Total
NZ$
357,500
177,500
160,000
207,500
170,000
160,000
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EBOS Group LimitedEBOS Group Limited2021 Annual Report2021 Annual ReportBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials Employee Payment Bands
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$100,000 or more during the year.
Employee
remuneration (NZ$)
$100,000 to $110,000
$110,000 to $120,000
$120,000 to $130,000
$130,000 to $140,000
$140,000 to $150,000
$150,000 to $160,000
$160,000 to $170,000
$170,000 to $180,000
$180,000 to $190,000
$190,000 to $200,000
$200,000 to $210,000
$210,000 to $220,000
$220,000 to $230,000
$230,000 to $240,000
$240,000 to $250,000
$250,000 to $260,000
$260,000 to $270,000
$270,000 to $280,000
$280,000 to $290,000
$290,000 to $300,000
$300,000 to $310,000
$310,000 to $320,000
$320,000 to $330,000
$330,000 to $340,000
$350,000 to $360,000
$360,000 to $370,000
$370,000 to $380,000
$380,000 to $390,000
$390,000 to $400,000
$400,000 to $410,000
$410,000 to $420,000
$430,000 to $440,000
$450,000 to $460,000
104
Employee
remuneration (NZ$)
$470,000 to $480,000
$540,000 to $550,000
$660,000 to $670,000
$730,000 to $740,000
$760,000 to $770,000
$880,000 to $890,000
$910,000 to $920,000
$1,030,000 to $1,040,000
$1,120,000 to $1,130,000
$1,130,000 to $1,140,000
$1,310,000 to $1,320,000
$1,560,000 to $1,570,000
$1,670,000 to $1,680,000
$2,090,000 to $2,100,000
$4,150,000 to $4,160,000
30 June 2021
Number of Employees
188
104
65
76
65
47
50
38
16
32
26
19
16
10
17
12
9
7
3
7
5
4
2
2
2
3
3
4
1
1
4
2
3
30 June 2021
Number of Employees
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
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and Disclosures
Disclosure of interests
In accordance with section 140(2) of the Companies Act 1993,
the directors named below have made general disclosure
of interest, by a general notice disclosed to the Board and
entered in the Company’s interests register during the year
ended 30 June 2021, as follows:
E.M. Coutts: Chair of Oceania Healthcare Limited, and
Skellerup Holdings Limited, Director of EBOS Group
subsidiaries in New Zealand and Member, Marsh New Zealand
Advisory Board. Roles ceased during the 2020/21 year: Chair,
Ports of Auckland and Director, Tennis Auckland Region
Incorporated.
N.W Dowling: Director of ABI Dowling Pty Ltd, Balmoral
Australia Pty Ltd, Balmoral Financial Investments Pty Ltd,
Balmoral Operations Pty Ltd, BPI Property Investments Pty Ltd
and BPI Property Developments Pty Ltd.
S.J. McGregor: Director of Symbion Pty Ltd and other EBOS
Group subsidiaries.
S.J. McLauchlan: Chairman of Scott Technology Limited,
Analog Digital Instruments Limited, Cargill Hotel 2002 Ltd,
G S McLauchlan & Co, Otago Community Hospice and Wood
Solutions. Director of Southlink Health Education Trust, Argosy
Property Ltd, Dunedin Casinos Ltd, NZ Whisky and Scenic
Hotels Group. Governor, NZ Sports Hall of Fame. Member,
Marsh NZ Advisory Board. Roles ceased during the 2020/21
year: Chair, UDC Finance Limited, BPac Clinical Services Ltd,
Compass Agribusiness Ltd and Foundation Studies Ltd.
S.C. Ottrey: Chair of Whitestone Cheese Ltd and director
of Sarah Ottrey Marketing Ltd, Skyline Enterprises Limited
and subsidiaries, Mount Cook Alpine Salmon Limited and
Christchurch International Airport Ltd. Member of the Institute
of Directors – Otago Southland Branch committee.
P.J. Williams: Executive of The Zuellig Group and director of
associated companies, a director of Pharma Industries Ltd,
CB Norwood Pty Ltd, Cambert and Green Cross Health Limited.
Indemnity and Insurance
In accordance with section 162 of the Companies Act 1993
and the constitution of the Company, the Company has given
indemnities to, and has effected insurance for, the directors
and executives of the Company and its related companies
which, except for some specific matters that are expressly
excluded, indemnify and insure directors and executives
against monetary losses as a result of actions undertaken by
them in the course of their duties. Specifically excluded are
certain matters, such as the incurring of penalties and fines,
which may be imposed for breaches of law.
Use of information
There were no notices from directors of the Company
requesting to use Company information received in their
capacity as directors, which would not otherwise have been
available to them.
Share dealings by Directors
The directors have disclosed to the Board under section 148(2) of the Companies Act 1993 particulars of acquisitions or
disposals of a relevant interest in the Company’s shares during the year ended 30 June 2021.
Director
Elizabeth Coutts
Nicholas Dowling
Stuart McLauchlan
Sarah Ottrey
Ordinary Shares
Purchased
Consideration
Paid
Date of
Transaction
561
1,500
34
104
NZ$13,306.92
9 October 2020
A$31,050
27 August 2020
NZ$806.48
9 October 2020
NZ$2,466.88
9 October 2020
Directors’ shareholdings
Director
Elizabeth Coutts
– Indirect/beneficial interest
– Direct, non-beneficial interest - trustee of EBOS Staff Share Plan
Nicholas Dowling
– Indirect/beneficial interest
Stuart McLauchlan – Indirect/beneficial interest
Sarah Ottrey
– Indirect/beneficial interest
– Held with associated person
Attendance at Board and committee meetings
30 June 2021
30 June 2020
33,874
71,592
1,500
2,071
3,050
8,484
33,313
71,592
Nil
2,037
3,050
8,380
Elizabeth Coutts
Nick Dowling
Stuart McGregor
Stuart McLauchlan
Sarah Ottrey
Peter Williams
Board
Audit & Risk
Remuneration
Eligible
to Attend
Attended
Eligible
to Attend
Attended
Eligible
to Attend
Attended
12
12
12
12
12
12
12
12
12
12
12
12
3
2
1
3
-
-
3
2
1
3
-
-
2
-
-
2
2
-
2
-
-
2
2
-
106
107
EBOS Group LimitedEBOS Group Limited2021 Annual Report2021 Annual ReportBusiness OverviewCorporate GovernanceRemunerationDirectors’ Interests and DisclosuresDirectoryFinancials Disclosures relating to subsidiaries
Subsidiary
Current Directors
Subsidiary
Current Directors
Subsidiary
Current Directors
Subsidiary
Current Directors
ACN 618 208 969 Pty Ltd
Alchemy Holdings Pty Ltd
Alchemy Sub-Holdings Pty Ltd
Beaphar Pty Ltd
BFCMC Pty Ltd
Blackhawk Premium Pet Care Pty Ltd
Botany Bay Imports Exports Pty Ltd
CC Pharmacy Investments Pty Ltd
CC Pharmacy Management Pty Ltd
CC Pharmacy Promotions Pty Ltd
Chem Plus Pty Ltd
Chemmart Holdings Pty Ltd
Cincotta Holding Company Pty Ltd
Clinect Pty Ltd
Clinect NZ Pty Limited
Collaboration Medical Clinics Pty Ltd
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S Duggan*
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S Duggan*
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor
E Coutts
J Cullity
L Hansen
J Cullity
S McGregor#
Developing People Pty Ltd
DoseAid Pty Ltd
EAHPL Pty Ltd
J Cullity
S McGregor#
J Cullity
S McGregor
J Cullity
S McGregor#
EBOS Aesthetics Pty Ltd
J Cullity
EBOS Group Australia Pty Ltd
EBOS Health & Science Pty Ltd
EBOS Medical Devices
Australia Pty Ltd
EBOS Medical Devices NZ Limited
EBOS PH Pty Ltd
Endeavour CH Pty Ltd
Endeavour Consumer Health Limited
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
E Coutts
J Cullity
L Hansen
J Cullity
S McGregor#
J Cullity
S McGregor#
E Coutts
J Cullity
L Hansen
HPS Hospitals Pty Ltd
HPS IVF Pty Ltd
HPS Services Pty Ltd
Intellipharm Pty Ltd
Lite Living Pty Ltd
LMT Surgical Pty Ltd
Lyppard Australia Pty Ltd
Masterpet Australia Pty Limited
Masterpet Corporation Limited
Masterpet Logistics Pty Ltd
Mega Save Management Pty Ltd
Healthcare Supply Partners Pty Ltd
J Cullity
National Surgical Pty Ltd
Hospharm Pty Ltd
HPS Brands Pty Ltd
HPS Corrections Pty Ltd
HPS Finance Pty Ltd
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
Nexus Australasia Pty Limited
PBA Finance No. 1 Pty Ltd
PBA Finance No. 2 Pty Ltd
PBA Wholesale Pty Ltd
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S Duggan*
E Coutts
J Cullity
L Hansen
S Duggan*
J Cullity
S Duggan*
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
Pet Care Distributors Pty Ltd
Pet Care Holdings Australia Pty Ltd
Pet Care Wholesalers Pty Ltd
Pets International Pty Ltd
Pharmacy Brands Australia Pty Ltd
Pharmacy Retailing (NZ) Limited
PRNZ Limited
QPharma Pty Ltd
(formerly Aristopet Pty Ltd)
Richard Thomson Pty Limited
Symbion Pty Ltd
Terry White Group Pty Ltd
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S Duggan*
J Cullity
S McGregor#
E Coutts
J Cullity
L Hansen
E Coutts
J Cullity
L Hansen
J Cullity
S Duggan*
J Cullity
S McGregor#
J Cullity
S McGregor
J Cullity
S McGregor#
Tony Ferguson Weight Management
Pty Ltd
J Cullity
S McGregor#
TW&CM Pty Ltd
TWC IP Pty Ltd
Ventura Health Pty Ltd
VIM Health Pty Ltd
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
Collaboration Medical Clinics
Investments Pty Ltd
J Cullity
HPS Holdings Group (Aust) Pty Ltd
108
109
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2021 Annual Report
Disclosures relating to subsidiaries continued
Subsidiary
Current Directors
VIM Health IP Pty Ltd
Vitapet Corporation Pty Limited
Warner & Webster Pty Ltd
W & W Management Services Pty Ltd
You Save Management Pty Ltd
ZAP Services Pty Ltd
ZHHA Pty Ltd
Shanghai EBOS Trading Co Ltd
(formerly Shanghai EBOS
Business Management Co Ltd)
J Cullity
S McGregor#
J Cullity
S Duggan*
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor#
J Cullity
S McGregor
J Cullity
S McGregor
J Cullity
* Ceased to be a director during the year ended 30 June 2021.
# Alternate director.
No employee of the Group appointed as a director of the
Company or its subsidiaries receives remuneration or other
benefits in their role as a director. The remuneration and other
benefits of such employees, received as employees, are included
in the relevant bandings for remuneration disclosed under
employee remuneration range on pages 104 to 105.
Auditor
The Company’s Auditor, Deloitte, will continue in office in
accordance with the Companies Act 1993.
The directors are satisfied that the provision of non-audit
services, during the year by the auditor is compatible with the
general standard of independence for auditors imposed by the
Companies Act 1993. Details of amounts paid or payable to the
auditor for non-audit services provided during the year by the
auditor are outlined in note H5 of the financial statements.
Elizabeth Coutts
Chair of Directors
Stuart McLauchlan
Director
Directory
Registered offices
108 Wrights Road
PO Box 411
Christchurch 8024
New Zealand
Telephone: +64 3 338 0999
Email: ebos@ebos.co.nz
Level 7, 737 Bourke Street
Docklands 3008
PO Box 7300
Melbourne 8004
Australia
Telephone: +61 3 9918 5555
Email: ebos@ebosgroup.com
Website address
www.ebosgroup.com
Directors
Elizabeth Coutts
Independent Chair
Tracey Batten
Independent Director
Nick Dowling
Independent Director
Stuart McGregor
Independent Director
Stuart McLauchlan
Independent Director
Sarah Ottrey
Independent Director
Peter Williams
Independent Director
Managing your
shareholding online
To change your address, update your
payment instructions and to view
your Investment portfolio, including
transactions, please visit:
www.computershare.com/
investorcentre
General enquiries can be directed to:
• enquiry@computershare.co.nz
• Private Bag 92119, Auckland 1142,
New Zealand or GPO Box 3329,
Melbourne, Victoria 3001, Australia
• Telephone (NZ) +64 9 488 8777 or
(Aust) 1800 501 366
• Facsimile (NZ) +64 9 488 8787 or
(Aust) +61 3 9473 2500
Please assist our registrar by quoting
your CSN or shareholder number.
Annual Meeting
The Annual Meeting of EBOS Group
Limited will be held on Tuesday,
19 October 2021 at 2pm, at Addington
Raceway & Events Centre,
75 Jack Hinton Drive, Addington,
Christchurch, New Zealand.
Senior executives
John Cullity
Chief Executive Officer
Brett Barons
CEO Symbion
Andrea Bell
Chief Information Officer
Simon Bunde
EGM Strategic Operations
and Innovation
Janelle Cain
General Counsel
Leonard Hansen
Chief Financial Officer
David Lewis
EGM Strategy
Jacinta McCarthy
Group GM – Human Resources
Auditor
Deloitte Limited
Christchurch
Securities exchange
EBOS Group Limited shares are
quoted on the New Zealand Securities
Exchange and the Australian Securities
Exchange (NZX/ASX code: EBO).
Share register
Computershare Investor Services Ltd
Private Bag 92119
Auckland 1142
New Zealand
Telephone: +64 9 488 8777
Computershare Investor Services
Pty Ltd
GPO Box 3329
Melbourne, Victoria 3001
Australia
Telephone: 1800 501 366
110
EBOS Group Limited
This Annual Report is printed on environmentally responsible paper, produced using
FCS® certified 100% Post Consumer Recycled, Process Chlorine Free (PCF) pulp.
EBOS Group Limited
111
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ebosgroup.com