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Metro Performance Glass’ 2018 Results

Earnings Results24 May 2018MPGReal Estate

NZX, ASX and Media Release                                    24 May 2018 
 

Metroglass announces its results for the 2018 financial year and the 

conclusions of its strategic review 

 

Summary of results for the 12 months ended 31 March 2018 (FY18)

1

 

$m New ZealandAustraliaGroup 

 FY18FY17FY18FY17

(7 mths) 

FY18 FY17 

Revenue 212.9213.855.430.5268.3 244.3

Segmental EBIT

2

 29.231.93.23.2 

EBIT before significant items

3

 30.9 33.9

EBIT 28.0 32.9

Profit for the period before significant items

3

18.4 21.3

Profit for the period (or NPAT) 16.3 19.4

 

 Group revenue of $268.3 million (+10%) including a full 12 months of trading from AGG. EBIT of $28.0 

million (‐15%) and NPAT of $16.3 million (‐16%) impacted by significant items 

 Strong operating cash flow of $33.6 million (+92%) and net debt flat at $94.3m 

 Soft 

NZ construction activity resulted in flat NZ sales; RetroFit revenue grew +25% 

 Australian revenue growth supported by Victorian double glazing sales, however capital programme 

disruptions impacted financial results in the final quarter of FY18 

 Completed a $20.6m capital programme involving all plants, plus greenfield Tasmanian plant 

 Declared a

 fully‐imputed final dividend of 3.8 cps, bringing total FY18 dividends to 7.4 cps 

 Conducted a strategic review of the business; changes at board and senior management level 

 

Metro Performance Glass (NZX.MPG, ASX.MPP, Metroglass) today reports Reported net profit after tax for the 

12 months to 31 March 2018

 of $16.3 million, within the guidance provided in early April 2018, and the results 

of its strategic review announced in October 2017. 

Group revenue for year to 31 March 2018, including a full 12 months of trading from Australian Glass Group 

(AGG), rose 10% to $268.3 million. NZ revenue was 

in line with FY2017, or up marginally on a daily sales basis.  

Chair Peter Griffiths said: “The Group had a busy transitional year as it adapted to the softer growth in NZ, 

implemented an extensive capital investment programme and conducted a strategic review of the business. 

Pleasingly, Metroglass has maintained its

 leadership position with its NZ glass category share above 55%.   

“EBIT before significant items fell 9% to $30.9 million this year which was a disappointing result. However the 

cost issues New Zealand faced in the first half have been addressed, and the capital programme that caused 

meaningful disruptions in Australia 

in the final quarter of the financial year is now complete.” 

                                                            

1

 All prior period comparisons are to the full year ended 31 March 2017 (FY17) unless otherwise stated. 


All non‐Generally Accepted Accounting Principles (GAAP) financial measures are defined and reconciled to a GAAP measure in the 2018  

Annual Report also released today, available here: http://www.metroglass.co.nz/investor‐centre/annual‐interim‐reports    

 

3

 EBIT before significant items excludes $2.9m for CEO departure and recruitment costs in FY18, and $1.0m of one‐off, non‐deductible 

expenses related to the acquisition of AGG in FY17. NPAT before significant items in FY17 also excluded tax adjustments relating to IPO 

expenses and the finalisation of prior year tax

 positions.   

    

 

The capital investment programme (totalling $20.6 million) is aimed at delivering improved capability and 

efficiency at each of the Group’s processing plants, as well as better geographic alignment of equipment to 

market opportunities across the Group.  

The NZ programme went largely to plan, however the Australian programme proved challenging with 

significant

 shipping disruptions extending the planned shutdown period. As a consequence, AGG’s sales, costs 

and customer experience were impacted in the second half of the financial year.  

Chief Financial Officer John Fraser‐Mackenzie said: “The Group had strong operating cash flow of $33.6 million 

(+92%), supported by improved working capital management 

and lower tax payments in the year. We also 

were pleased to maintain net debt in line with last year after funding capital expenditure of $20.6 million and 

dividends of $14.1 million. We have considerable headroom in our financing facilities, however looking forward 

debt reduction is a priority for the Group

 given our position in the cycle.” 

Metroglass’ board has declared a final dividend of 3.8 cents per share, taking the total dividends for the year 

to 7.4 cents per share. This is consistent with the Company’s dividend policy range but marginally below last 

year’s payment given the weaker financial result 

and the Company’s focus on debt reduction. The dividend 

will be fully imputed for New Zealand shareholders. The record date for dividend entitlements will be 9 July 

2018 and the payment date will be 24 July 2018. 

New Zealand results 

New Zealand revenue was flat at $212.9 million, with Canterbury activity

 driving a 2% decline in residential 

revenue. New Zealand EBIT fell by $2.6 million (‐8%), with the vast majority of this decline occurring in the first 

half of the year. Underlying profit improvement was offset by pricing pressures in the slowing Canterbury 

region and excess factory labour carried in 

the first half. Financial performance stabilised in the second half, 

with steady sales across the country and no further significant cost or pricing deterioration.  

The business also incurred non‐recurring costs of $2.0 million relating to spikes in NZ electricity pricing (these 

risks have now been hedged) and one‐off consultancy

 costs associated with the strategic review and 

manufacturing improvement projects. 

RetroFit revenue for the year of $21.5 million (+25%) was generated by very strong growth in the second half, 

supported by a new advertising campaign

4

 focusing on the benefits of double glazing in summer and continued 

systems and capability development. 

Commercial glazing revenue of $48.2 million fell 5%, however profitability improved as the business focused 

on projects within core capabilities. The forward book of commercial glazing work remained steady at $28.3 

million. 

Manufacturing performance in 

the Upper North Island was below expectations this year, however plant 

performance and customer service across the Group has rebounded quickly following the capital programme’s 

completion, and has trended positively in FY2019 to date. 

Australian results 

AGG made significant changes in its business during the year, with capital investment resulting in

 the doubling 

of its double glazing capacity, moving to an international float glass import model and opening its third 

processing plant in Hobart, Tasmania. The Tasmanian plant will enable better localised service and frees up 

capacity in the Victorian plant which serviced this market historically. 

AGG had full year revenue 

of $55.4 million supported by growing Victorian double glazing sales, compared to 

$30.5 million for the seven months Metroglass owned AGG in FY2017. Profitability was below expectation due 

to the longer than anticipated disruption from the capital programme and ongoing poor machine reliability in 

the Sydney plant (now addressed by the

 capital programme).  

                                                            

4

 Recent advertising has focused on the benefits from double glazing and LowE glass in summer (keeping the house cooler). View the advert 

by clicking the “Latest on TV” tile at http://www.retrodg.co.nz/. 

    

 

Market conditions 

NZ residential and non‐residential activity remained at historically strong levels this year, however demand 

appears to have plateaued at this level. While strong economic and demographic fundamentals continue to 

support strong activity, supply‐side constraints such as industry capacity, labour and material costs, and credit 

availability limited further

 growth. 

AGG is focused primarily on the detached dwelling segment of new residential construction in South East 

Australia. Supported by strong underlying demand, activity levels are continuing to hold at historically very 

strong levels, in Victoria in particular; and we continue to see evidence of increased penetration of double 

glazing 

in our key markets.  

Recruitment of a new Chief Executive  

Former Metro Glass’ CEO Nigel Rigby left the business in March 2018.  

Metro Glass Chairman Peter Griffiths said, “The recruitment process for the new CEO is progressing. While the 

process is taking time, the board believes that finding the right leader

 to take Metroglass forward is critical for 

its people and its shareholders. CFO John Fraser‐Mackenzie and the senior leadership team are operating the 

company well in the interim, and we thank them and all Group staff for their efforts this year.” 

Strategic review outcomes  

Metroglass is today updating investors 

and analysts on its strategic priorities, and plans to achieve these 

priorities. A copy of the presentation is available on the NZX, ASX and Metroglass websites. 

Mr Griffiths said, “After very strong sales growth over a number of years, we expect that over the next 24 

months activity in our core

 NZ market will remain flat before softening over the medium term.  

“Taking the cycle position into account, we conducted extensive reviews across the business, including 

assessments of each channel and geography, deep dives on our production approach, and considered feedback 

from customers and shareholders. 

“This affirmed our confidence that Metroglass’ 

strategy and purpose remain valid. Metroglass will continue to 

be a customer dedicated organisation that delivers market differentiated glass products and glazing services. 

However, the focus has shifted from expansion and diversification, to optimisation and enhancement of our 

internal capability to execute. 

“The Group has an unrivalled customer proposition, is generating

 strong cash flows, and following a 

considerable capital investment phase, has numerous opportunities for optimisation ahead.” 

The Group’s strategy is based on four key priorities, each with a set of initiatives for delivery in the next 12‐24 

months:  

1) Deliver market leading service to our customers 

Service is a key differentiator for our customers and critical to their success and profitability. The NZ and 

Australian businesses are now well set up to satisfy anticipated market demands over the next 24 months, and 

will focus on processing and installation efficiency, productivity and reliability.  

2) Develop our organisational capabilities

 

Improving our ability to execute against our strategic initiatives is critical, and following a number of years of 

rapid growth, a greater focus will be placed on investing in our people, their capabilities and support systems.  

3) Maintain scale position via product and channel leadership 

Metroglass has grown to service more than 55% of the NZ flat glass market. Scale is an important advantage 

in the NZ market, providing significant manufacturing, procurement and distribution advantages.  

Glass is a rapidly evolving product, and we have invested to keep pace with the rate of change. We will continue

 

to drive product leadership with ‘NZ first’ products via continual market research and innovation. 

    

 

We will continue to maintain our multiple channels to the different key market segments, which offer varied 

cycle exposure and growth opportunities. We will continue to participate in the value chain through to the 

customer in the RetroFit channel for the present.  

AGG will use its significant new double glazing capacity

 and improved supply chain to deliver profitable growth 

in South East Australian market. 

4) Leverage our scale and assets to deliver lowest total delivered cost 

A persistent focus on increasing efficiency and automation and lowering costs is essential to for the long term 

sustainability of the business, and to enable us to compete successfully against imports and changing industry 

dynamics.  

FY2019 financial targets 

Chair Peter Griffiths said: “Future market conditions are always difficult to predict, but

 we expect activity in 

New Zealand to remain close to the current levels for the coming 12 months, with further Canterbury declines 

being offset by growth in other regions.  

“In Australia, activity in AGG’s target markets has held up well. We consider overall market activity may soften 

however AGG will 

still have significant growth opportunities ahead of it as it builds sales capability and utilises 

its increased production capacity. 

As we implement our initiatives across the Metroglass Group in the 2019 financial year, we are targeting Group 

EBIT of between $30 ‐ $33 million capital expenditure of approximately $10 million and repayment

 of between 

$7 – $10 million of debt. We also intend to maintain our current dividend policy. 

 

/Ends 

 

 

 

 

FULL YEAR RESULTS AND STRATEGY UPDATE BRIEFING: 

Metro Glass will host a briefing scheduled to begin at 10:00am NZDT, 8:00am AEDT today, which can be joined 

by webcast or conference call.  

To listen to the webcast, access the company’s website at http://www.metroglass.co.nz/investor‐centre/. An 

online archive of the event will be available after 2pm. 

To join the conference call, participants will need to dial in to one of the numbers below. When prompted by 

the operator, please quote the conference code: 5200407. 

New Zealand Toll Free  0800 423 970  International                 +64 (0)9 9133 622 

Australia Toll Free  1800 573 793  Australia                  +61 (0)2 9193 3706 

United Kingdom Toll Free  0800 358 6377  US/Canada Toll Free 800 239 9838 

 

Investor contact:  

Andrew Paterson, (+64) 027 403 4323

---

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Agenda1.

FY18

 

highlights

2.

Financial

 

results

3.

Market

 

conditions

4.

FY19

 

outlook

 

and

 

financial

 

targets

5.

Strategy

 

update

6.

Q&A

 

session

2

Strictly
 

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1.

 

Market

 

conditions

 

&

 

FY18

 

highlights

3

Strictly
 

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and

 

not

 

for

 

public

 

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FY18:

 

Full

 

year

 

result

 

highlights


Group

 

revenue

 

of

 

$268.3m

 

(+10%)

 

including

 

a

 

full

 

12

 

months

 

of

 

trading

 

from

 

AGG.

 

EBIT

 

of

 

$28.0m

 

(


15%)

 

and

 

NPAT

 

of

 

$16.3m

 

(


16%)

 

impacted

 

by

 

significant

 

items


Strong

 

operating

 

cash

 

flow

 

of

 

$33.6

 

million

 

(+92%);

 

net

 

debt

 

flat

 

at

 

$94.3m


Soft

 

NZ

 

construction

 

activity

 

resulted

 

in

 

flat

 

NZ

 

sales;

 

RetroFit

 

revenue

 

grew

 

+25%


Australian

 

revenue

 

supported

 

by

 

Victorian

 

double

 

glazing

 

sales,

 

however

 

capital

 

programme

 

disruptions

 

impacted

 

financial

 

results

 

in

 

the

 

final

 

quarter

 

of

 

FY18


Completed

 

a

 

$20.6m

 

capital

 

programme

 

involving

 

all

 

plants,

 

and

 

a

 

greenfield

 

Tasmanian

 

plant


Declared

 

a

 

fully


imputed

 

final

 

dividend

 

of

 

3.8

 

cps,

 

bringing

 

total

 

FY18

 

dividends

 

to

 

7.4

 

cps


Conducted

 

a

 

strategic

 

review

 

of

 

the

 

business


Changes

 

at

 

board

 

and

 

senior

 

management

 

level

4

1234

5

6

7

8

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

Manufacturing

 

performance

 

and

 

the

 

FY18

 

capital

 

programme

Capital

 

programme

 

aimed

 

at

 

delivering

 

improved

 

capability

 

and

 

efficiency

 

at

 

the

 

Group’s

 

existing

 

six

 

processing

 

plants

 

as

 

well

 

as

 

establishing

 

the

 

seventh

 

plant

 

in

 

Hobart,

 

Tasmania

 

(photos

 

below)

New

 

Zealand’s

 

installation

 

programme

 

was

 

executed

 

on

 

time

 

and

 

budget.

 

The

 

business’

 

customer

 

experience

 

metrics

 

have

 

quickly

 

rebounded

 

and

 

are

 

trending

 

positively

The

 

Australian

 

programme

 

proved

 

challenging

 

due

 

to

 

significant

 

shipping

 

disruptions

 

delaying

 

some

 

key

 

equipment

 

beyond

 

the

 

planned

 

shutdown

 

period.

 

As

 

a

 

consequence,

 

AGG’s

 

sales,

 

costs

 

and

 

customer

 

experience

 

were

 

impacted

 

in

 

the

 

final

 

quarter

 

of

 

the

 

financial

 

year

All

 

sites

 

are

 

back

 

to

 

full

 

operation

 

and

 

are

 

focused

 

on

 

delivering

 

for

 

customers

5

New

 

glass

 

processing

 

plant

 

based

 

in

 

Hobart,

 

Tasmania.

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

Maintained

 

leadership

 

position

 

and

 

NZ

 

glass

 

category

 

share

 

above

 

55%

Capital

 

program

 

successfully

 

completed.

 

Plant

 

performance

 

and

 

customer

 

service

 

trending

 

positively

FY18

 

sales

 

in

 

line

 

with

 

last

 

year

 

(up

 

marginally

 

on

 

a

 

daily

 

sales

 

basis),

 

with

 

Canterbury

 

activity

 

declines

 

driving

 

a

 

2%

 

fall

 

in

 

NZ

 

residential

 

revenue

Commercial

 

glazing

 

profitability

 

improved

 

as

 

the

 

business

 

focussed

 

on

 

projects

 

in

 

its

 

core

 

capability.

 

Forward

 

book

 

of

 

work

 

currently

 

at

 

$28.3m

Retrofit

 

revenue

 

grew

 

+25%

 

year

 

on

 

year

 

after

 

a

 

particularly

 

strong

 

second

 

half

 

across

 

the

 

North

 

Island

 

following

 

a

 

successful

 

summer

 

advertising

 

campaign

NZ

 

financial

 

performance

 

stabilised

 

in

 

the

 

second

 

half,

 

with

 

labour

 

and

 

inventory

 

costs

 

aligned

 

to

 

softer

 

activity

 

levels

Underlying

 

profit

 

improvement

 

offset

 

by

 

a

 

number

 

of

 

non


recurring

 

cost

 

items

Transitional

 

year

 

for

 

AGG

 

as

 

it

 

invested

 

significantly

 

in

 

double

 

glazing

 

capacity,

 

moved

 

to

 

an

 

international

 

glass

 

import

 

model

 

and

 

opened

 

its

 

third

 

plant

AGG’s

 

AUD$9.5m

 

capital

 

program

 

has

 

close

 

to

 

doubled

 

AGG’s

 

double

 

glazing

 

production

 

capacity,

 

and

 

step

 

changed

 

the

 

business’

 

ability

 

to

 

service

 

its

 

customers

Underlying

 

performance

 

in

 

Victoria

 

was

 

acceptable

 

with

 

continued

 

growth

 

in

 

double

 

glazing

 

sales

 

as

 

we

 

increased

 

production

 

capacity

 

into

 

a

 

strong

 

market

The

 

New

 

South

 

Wales

 

business

 

had

 

a

 

disappointing

 

year,

 

with

 

revenue

 

impacted

 

by

 

ongoing

 

plant

 

reliability

 

issues

 

prior

 

to

 

the

 

capital

 

programme,

 

followed

 

by

 

installation

 

delays

AGG

 

opened

 

a

 

greenfield

 

processing

 

plant

 

in

 

Hobart,

 

Tasmania

 

in

 

early

 

2018.

 

Enables

 

better

 

service

 

levels

 

for

 

the

 

local

 

market

 

and

 

frees

 

up

 

capacity

 

in

 

the

 

Victorian

 

plant

 

that

 

had

 

serviced

 

this

 

market

 

previously

6

Operational

 

highlights

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

2.

 

Financial

 

results

7

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

FY18:

 

Group

 

revenue

8

(5%)

+25%

+10%

Metroglass

 

Group

 

revenue

 

(NZ$

 

million)

1,2

Notes:1. The allocation of sales between residential and commercial application

s is difficult as Metroglass doesn’t always know the end use of a piece of gla

ss. The categorisation methodology is

consistent across periods, however Commercial glazing revenue will include some level of residential glazing sales and services.

2. Residential revenues include sales to resid

ential window manufacturers, merchants, and retail.

(0%)

 

(NZ)

(2%)

143.2

48.2

21.5

55.4

268.3

145.6

51.0

17.2

30.5

244.3

Residential

 

(NZ)

Commercial

 

Glazing

(NZ)

Retrofit

 

(NZ)

Australian

 

Glass

 

Group

(12

 

months;

 

7

 

months)

Metroglass

 

Group

FY18

FY17

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

FY18:

 

Full

 

year

 

results

 

summary

9

1. EBITDA before significant it

ems, EBIT before significant items and Segmental EBIT are non


GAAP measures of financial perform

ance. Additional detail is provided on slide 28 of this release.

2. The full segment note is available in the FY18 Annual Report (financial st

atements note 2.1). FY17 D&A has been restated to conform with the current y

ear’s presentation, with NZ

amortisation previously sitting under Group D&A. Significant items for both

FY17 and FY18 are included in the Group Costs line (therefore excluded fr

om Segmental EBIT figures).

Metroglass Group

 

(NZ$m)

FY18 FY17 %

 

chg

Revenue

268.3

244.3

10

EBITDA

 

before

 

significant items

1

43.3

 

44.9

 

(3)

Depreciation

 

&

 

amortisation

12.4

 

11.0

 

13

EBIT

 

before

 

significant

 

items

1

30.9

 

33.9

 

(9)

NPAT

 

before

 

significant

 

items

1

18.4

 

21.3

 

(14)

Significant

 

items

(2.1) (2.0)

7

NPAT

16.3

 

19.4

 

(16)

Basic

 

EPS

 

(cents)

8.8

10.5 (16)

Total

 

dividend

 

(cps)

7.6

7.6


Segment

 

results

 

(NZ$m)

FY18 FY17

4

%

 

chg

New

 

Zealand

Revenue

212.9 213.8

(0)

Segmental EBIT

1

29.2 31.9

(8)

Australia

(12

 

months) (7

 

months)

Revenue

55.4 30.5

n/a

Segmental

 

EBIT

3.2

3.2

n/a

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

FY18:

 

EBIT

 

summary

10

EBIT

 

before

 

significant

 

items

 

bridge:

 

FY17

 

to

 

FY18

 

($m)

33.9

30.9

2.9

1.4

1.7

0.8

0.4

1.2

2.0

2.0

0.3

FY17 EBIT

before significant items

NZ profit improvement

South Island pricing

NZ factory labour

NZ electricity costs

NZ Advertising

Consultancy costs

AGG Segmental EBIT

(5 extra months)

AGG profit decline & capital

programme delays

Other Group costs

FY18 EBIT

before significant items

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

11

FY18:

 

Summary

 

cash

 

flow

 

&

 

balance

 

sheet

Operating

 

cash

 

flow

 

+

 

92%

 

or

 

$16.1m,

 

with

 

improved

 

working

 

capital

 

management

 

and

 

lower

 

tax

 

payments

 

in

 

the

 

year

Group

 

inventory

 

increased

 

$1.1m

 

to

 

$23.5m

 

as

 

AGG

 

transitioned

 

to

 

a

 

glass

 

import

 

model

Excess

 

inventory

 

held

 

in

 

NZ

 

at

 

the

 

half

 

year

 

was

 

wound

 

back

 

in

 

the

 

second

 

half

Accounts

 

payable

 

increased

 

across

 

the

 

Group

 

on

 

improved

 

terms

 

for

 

purchases

 

of

 

glass

 

and

 

imported

 

consumables;

 

also

 

included

 

final

 

capital

 

program

 

payments

 

post

 

commissioning

 

and

 

the

 

CEO

 

settlement

 

paid

 

in

 

April

 

2018

 

Net

 

debt

 

remained

 

flat

 

year

 

on

 

year,

 

while

 

accommodating

 

$20.6m

 

of

 

capital

 

expenditure.

 

Group

 

gearing

3

decreased

 

from

 

37.6%

 

at

 

31

 

March

 

2017

 

to

 

37.0%

 

at

 

31

 

March

 

2018

The

 

Board

 

declared

 

a

 

fully

 

imputed

 

final

 

dividend

 

of

 

4.0

 

cents

 

per

 

share

 

to

 

be

 

paid

 

on

 

24

 

July

 

2018

 

to

 

all

 

shareholders

 

on

 

the

 

register

 

at

 

9

 

July

 

2018

Total

 

FY18

 

dividends

 

of

 

7.6

 

cps

 

are

 

at

 

the

 

top

 

end

 

of

 

the

 

Company’s

 

dividend

 

policy

 

range

 

(77%

 

of

 

NPATA

 

or

 

69%

 

of

 

NPATA

 

before

 

significant

 

items)

 

Notes:1. Excludes the consideration paid when acquiring AGG in FY17.2. Net working capital: trade & other receiv

ables + inventory – trade & other payables.

3. Gearing: net interest bearing debt / (net interest bearing debt + equity).

Key

 

balance

 

sheet

 

items

 

(NZ$m)

FY18

FY17

Net

 

working

 

capital

2

32.6

 

38.0

 

Property

 

plant

 

&

 

equipment

68.4

 

57.0

 

Total

 

assets

300.4

 

293.8

 

Net

 

debt

94.3

 

94.5

 

Total

 

shareholders

 

equity

159.0

 

156.5

 

Key cash

 

flow

 

items

 

(NZ$m)

FY18

FY17

EBIT

 

before

 

significant

 

items

30.9

 

33.9

 

Operating

 

cash

 

flows

33.6

 

17.6

 

Capital

 

expenditure

1

20.6

 

10.1

 

Dividends

 

paid

14.1

 

14.1

 

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

3.

 

Market

 

conditions

12

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

Macro

 

conditions

 

in

 

New

 

Zealand

13

Residential

 

consents

 

lagged

 

by

 

9

 

months

Metro’s rolling 12 month 

NZ revenue ($000)

4

Rolling

 

six

 

month

 

metric

 

based

 

on

 

quantities

 

of

 

glass

 

imported

 

into

 

New

 

Zealand

 

(source:

 

Company

 

analysis,

 

Statistics

 

NZ).

 

Data

 

points

 

prior

 

to

 

Mar


18

 

differ

 

slightly

 

to

 

that

 

previously

 

released

 

as

 

the

 

analysis

 

now

 

considers

 

a

 

small

 

number

 

of

 

additional

 

glass

 

tariff

 

codes.

 

Metroglass

 

maintained

 

New

 

Zealand

 

glass

 

category

 

share

4

of

 

greater

 

than

 

55%

 

(rolling

 

6

 

months)

Metroglass

 

NZ

 

revenue

 

remains

 

relatively

 

aligned

 

to

 

9

 

month

 

lagged

 

NZ

 

housing

 

consents,

 

however

 

participation

 

in

 

commercial

 

glazing

 

and

 

RetroFit

 

are

 

lowering

 

this

 

correlation

 

over

 

time

While

 

strong

 

economic

 

and

 

demographic

 

fundamentals

 

(migration,

 

interest

 

rates,

 

underbuilt

 

Auckland,

 

KiwiBuild)

 

continue

 

to

 

support

 

strong

 

activity,

 

supply


side

 

constraints

 

(capacity,

 

costs,

 

credit

 

availability)

 

are

 

dampening

 

growth

Metroglass

 

maintained

 

total

 

glass

 

category

 

share

 

above

 

55%

 

in

 

FY18.

 

This

 

measure

 

fluctuates

 

based

 

on

 

glass

 

purchasing

 

levels,

 

and

 

is

 

expected

 

to

 

fall

 

in

 

1H19

 

due

 

to

 

the

 

Company’s

 

glass

 

inventory

 

reduction

 

program

55%

59%

60%

59%

Sep


16

Mar


17

Sep


17

Mar


18

 

150,000

 

170,000

 

190,000

 

210,000

 

230,000

 

250,000

22,000 24,000 26,000 28,000 30,000 32,000

05,00010,00015,00020,00025,00030,00035,000

0

50,000

100,000150,000200,000250,000

Apr‐16

Jul‐16

Oct‐16

Jan‐17

Apr‐17

Jul‐17

Oct‐17

Jan‐18

NZ

 

revenue

 

(last

 

12

 

months)

9

 

month

 

lagged

 

res.

 

Consents

 

(last

 

12

 

months)

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release


Residential

 

dwelling

 

consents

 

for

 

the

 

12

 

months

 

to

 

31

 

March

 

2018

 

rose

 

+3%


North

 

Island

 

+6%


South

 

Island

 ‐

6%

 

Canterbury

 ‐

15%

Residential

 

and

 

non


residential

 

activity

 

remains

 

supportive

 

but

 

growth

 

in

 

New

 

Zealand

 

was

 

less

 

than

 

previously

 

anticipated

14

New

 

Zealand

 

–#

 

of

 

residential

 

consents

1

New

 

Zealand

 

–value

 

of

 

non


residential

 

consents

 

($bn)

2

South

 

East

 

Australia

 

–#

 

of

 

detached

 

dwelling

 

approvals

3

South

 

East

 

Australia

 

–value

 

of

 

A&A

 

(A$bn)

3

1. Source:

 

Statistics

 

NZ,

 

number

 

of

 

residential

 

dwelling

 

consents

 

(12

 

months

 

to

 

31

 

March

 

2018).

 

No

 

lag

 

has

 

been

 

applied.

2. Source:

 

Statistics

 

NZ,

 

value

 

of

 

non


residential

 

consents

 

(new

 

plus

 

altered;

 

12

 

months

 

to

 

31

 

March

 

2018).

3. Source:

 

Australian

 

Bureau

 

of

 

Statistics,

 

8731.0

 

Building

 

Approvals,

 

Australia

 

(12

 

months

 

to

 

31

 

March

 

2018).


Double

 

glazing

 

penetration

 

is

 

continuing

 

to

 

increase


Detached

 

dwelling

 

(house)

 

approvals

 

for

 

the

 

12

 

months

 

to

 

31

 

March

 

2018

 

rose

 

3%


Victoria

 

+6%,

 

NSW

 ‐

2%


The

 

value

 

of

 

alterations

 

and

 

additions

 

for

 

the

 

12

 

months

 

to

 

31

 

March

 

2018

 

rose

 

+5%


Victoria

 

+6%,

 

NSW

 

+5%


The

 

value

 

of

 

non


residential

 

dwelling

 

consents

 

for

 

the

 

12

 

months

 

to

 

31

 

March

 

2018

 

rose

 

+3%


North

 

Island

 

+12%


South

 

Island

 ‐

14%

8,910

 

8,374

 

21,716

 

23,018

 

FY17

FY18

South

 

Island

North

 

Island

30,626

 

31,392

 

2.4

 

2.0

 

4.1

 

4.6

 

FY17

FY18

South

 

Island

North

 

Island

6.5

 

6.6

 

36,179

 

38,425

 

29,654

 

28,918

 

FY17

FY18

VIC

NSW

ACT

TAS

68,827

 

70,548

 

2.5

 

2.7

 

2.4

 

2.5

 

FY17

FY18

VIC

NSW

ACT

TAS

5.2

 

5.4

 

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

4.

 

FY19

 

outlook

 

and

 

financial

 

targets

15

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

Outlook

 

for

 

FY19

Future

 

market

 

conditions

 

are

 

always

 

difficult

 

to

 

predict.

 

Our

 

current

 

expectations

 

are:


New

 

Zealand:

 

Activity

 

to

 

remain

 

close

 

to

 

the

 

current

 

levels

 

for

 

the

 

coming

 

12

 

months,

 

with

 

further

 

Canterbury

 

declines

 

being

 

offset

 

by

 

growth

 

in

 

other

 

regions


Australia:

 

activity

 

in

 

AGG’s

 

target

 

markets

 

has

 

held

 

up

 

well

 

this

 

year.

 

We

 

consider

 

overall

 

market

 

activity

 

may

 

soften,

 

however

 

AGG

 

will

 

still

 

have

 

significant

 

growth

 

opportunities

 

ahead

 

of

 

it

 

as

 

it

 

builds

 

sales

 

capability

 

and

 

utilises

 

its

 

increased

 

production

 

capacity

As

 

we

 

implement

 

our

 

initiatives

 

across

 

the

 

Metroglass

 

Group

 

in

 

the

 

2019

 

financial

 

year,

 

we

 

are

 

targeting

 

Group

 

EBIT

 

of

 

between

 

$30

 ‐

$33

 

million

 

capital

 

expenditure

 

of

 

approximately

 

$10

 

million

 

and

 

debt

 

repayment

 

of

 

between

 

$7.0

 

– $10

 

million

 

of

 

debt.

 

We

 

also

 

intend

 

to

 

maintain

 

our

 

current

 

dividend

 

policy.

16

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

5.

 

Strategic

 

Review

17

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

Review

 

purpose

:

 

To

 

ensure

 

that

 

the

 

company’s

 

business

 

model

 

continues

 

to

 

be

 

effective

 

and

 

efficient

 

for

 

the

 

two

 

countries

 

in

 

which

 

it

 

operates,

 

and

 

that

 

the

 

best

 

opportunities

 

to

 

improve

 

customer

 

experience

 

and

 

financial

 

returns

 

to

 

our

 

shareholders

 

are

 

prioritised

Our

 

review

 

considered

 

the

 

impact

 

of

 

changes

 

in

 

our

 

strategic

 

context,

 

reassessed

 

our

 

thinking

 

for

 

each

 

channel

 

and

 

geography,

 

undertook

 

deep

 

dives

 

on

 

our

 

production

 

approach,

 

and

 

took

 

on

 

board

 

feedback

 

from

 

customers

 

and

 

shareholders

Particular

 

focus

 

on

 

capital

 

returns

 

and

 

productivity

 

at

 

Highbrook

The

 

outlook

 

for

 

further

 

construction

 

activity

 

growth

 

in

 

New

 

Zealand

 

slowed

 

materially

 

during

 

FY18.

 

Competitor

 

activity

 

in

 

selected

 

markets

 

has

 

impacted

 

margins,

 

and

 

staff

 

turnover

 

and

 

ineffective

 

production

 

planning

 

have

 

resulted

 

in

 

falling

 

service

 

levels

 

(i.e.

 

DIFOT)

 

and

 

customer

 

satisfaction

Targeted

 

returns

 

have

 

not

 

been

 

achieved

 

in

 

a

 

timely

 

manner

Execution

 

was

 

inconsistent

 

as

 

we

 

have

 

struggled

 

to

 

keep

 

our

 

learning

 

curve

 

and

 

performance

 

in

 

line

 

with

 

sales

 

growth

Why

 

was

 

the

 

strategic

 

review

 

conducted?

18

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

Reflecting

 

on

 

our

 

journey

Metroglass

 

has

 

grown

 

strongly,

 

diversified

 

its

 

revenue

 

base

 

and

 

increased

 

its

 

product

 

and

 

service

 

offerings,

 

but

 

experienced

 

material

 

growing

 

pains,

 

and

 

customer

 

experience

 

was

 

negatively

 

impacted

Developed

 

and

 

expanded

 

the

 

businesses

 

while

 

market

 

conditions

 

allowed,

 

in

 

order

 

to

 

secure

 

market

 

leadership

 

for

 

the

 

long

 

term

Margins

 

have

 

remained

 

attractive

 

vs.

 

industry

 

peers,

 

however

 

we

 

expected

 

that

 

we

 

could

 

achieve

 

a

 

higher

 

degree

 

of

 

operating

 

leverage

 

and

 

return

 

on

 

investment

The

 

company

 

faced

 

four

 

key

 

underlying

 

drivers

 

at

 

the

 

same

 

time

 

that

 

have

 

made

 

execution

 

challenging:

1.

Rapid

 

growth

 

in

 

demand

 

in

 

line

 

with

 

a

 

very

 

strong

 

construction

 

market

 

(and

 

tight

 

labour

 

market)

2.

Transitioning

 

from

 

manual

 

to

 

automated

 

manufacturing

3.

Product

 

mix

 

increased

 

in

 

complexity

4.

Diversifying

 

revenue

 

streams

 

into

 

commercial

 

and

 

retrofit

 

from

 

a

 

low

 

base

Our

 

execution

 

was

 

impacted

 

by

 

insufficient

 

organisational

 

capabilities

 

to

 

keep

 

up

 

with

 

the

 

rate

 

of

 

change

While

 

the

 

acquisition

 

of

 

Australian

 

Glass

 

Group

 

positioned

 

the

 

Group

 

well

 

to

 

benefit

 

from

 

the

 

increasing

 

penetration

 

of

 

double

 

glazing

 

in

 

the

 

South

 

East

 

of

 

Australia,

 

it

 

added

 

to

 

Group

 

complexity

Despite

 

these

 

challenges,

 

the

 

company

 

has

 

now

 

cemented

 

a

 

superior

 

market

 

position,

 

has

 

excellent

 

manufacturing

 

capability,

 

a

 

strong

 

customer

 

service

 

proposition,

 

and

 

has

 

a

 

portfolio

 

of

 

solid

 

assets

 

with

 

which

 

to

 

build

 

a

 

stronger

 

business.

 

This

 

will

 

include

 

a

 

greater

 

focus

 

on

 

our

 

customers,

 

people,

 

execution

 

and

 

value

 

creation

19

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

Investing

 

in

 

capacity

 

and

 

modernised

 

manufacturing

 

was

 

required

 

to

 

meet

 

the

 

rapid

 

evolution

 

of

 

glass

 

and

 

build

 

Metroglass’

 

market

 

position

20

Metroglass

 

Group

 

capital

 

expenditure

 

(NZ$

 

million)

Investments

 

in

 

NZ’s

 

first

 

double

 

glazing

 

growth

 

cycle

 

including

 

an

 

expanded

 

presence

 

in

 

commercial

 

glazing

 

and

 

retrofit

 

markets,

 

and

 

the

 

acquisition

 

of

 

AGG

 

are

 

setting

 

Metroglass

 

up

 

for

 

the

 

long

 

term

Ensures

 

that

 

Metroglass

 

retains

 

its

 

industry

 

leadership

 

position

 

and

 

can

 

continue

 

to

 

offer

 

a

 

stronger

 

value

 

proposition

 

than

 

import

 

competition

Capex

 

has

 

been

 

funded

 

by

 

debt

 

and

 

operating

 

cashflow


Includes

 

refurbishing

 

plant

 

and

 

equipment

 

that

 

extends

 

life,

 

H&S

 

improvements,

 

efficiency

 

projects,

 

IT

 

replacement

 

capex


Ongoing

 

investment

 

in

 

expanding

 

and

 

upgrading

 

our

 

fully

 

owned

 

fleet

 

of

 

~350

 

vehicles

Acquisitions

 

totalling

 

circa.

 

$50

 

million

 

including

 

AGG

 

($47.5m)

 

and

 

five

 

bolt


on

 

regional

 

distribution

 

businesses

Bank

 

debt

 

increased

 

in

 

September

 

2016

 

following

 

the

 

acquisition

 

of

 

AGG,

 

but

 

remains

 

well

 

within

 

facility

 

limits

 

and

 

covenants

Borrowings

 

(NZ$

 

million)

 

and

 

Gearing

 

(%)

20.5

 

11.4

 

10.1

 

20.6

 

2.5

 

47.5

 

FY15

(8

 

months)

FY16

FY17

FY18

FY19E

Capital

 

expenditure

Acquisitions

~$10m

47.4

 

43.6

 

94.5

 

94.3

 

135.0

 

24.9%

22.7%

37.6%

37.2%

0.0%20.0%40.0%60.0%80.0%100.0%


50.000.050.0

FY15

(8

 

months)

FY16

FY17

FY18

Total

 

bank

facility

Net

 

debt

Gearing

 

ratio

 

%

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

Metroglass’

 

four

 

strategic

 

objectives

21

1.

 

Delivering

 

market

 

leading

 

service

 

to

 

our

 

customers

2.

 

Developing

 

our

 

organizational

 

capabilities

3.

 

Maintaining

 

our

 

scale

 

position

 

via

 

product

 

and

 

channel

 

leadership

4.

 

Leveraging

 

our

 

scale

 

and

 

assets

 

to

 

deliver

 

lowest

 

total

 

delivered

 

cost

Following

 

extensive

 

reviews,

 

we

 

have

 

confidence

 

that

 

Metroglass’

 

purpose

 

to

 

be

 

a

 

customer


dedicated

 

organisation

 

that

 

delivers

 

market


differentiated

 

glass

 

products

 

and

 

glazing

 

services

 

remains

 

valid.

 

However,

 

the

 

focus

 

has

 

shifted

 

from

 

expansion

 

and

 

diversification,

 

to

 

optimisation

 

and

 

enhancement

 

of

 

our

 

internal

 

capability

 

to

 

execute

 

on

 

the

 

opportunities

 

we

 

see

 

ahead.

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

Delivering

 

market

 

leading

 

service

 

to

 

our

 

customers

22

1

Service

 

is

 

a

 

key

 

differentiator

 

for

 

our

 

customers

 

and

 

critical

 

to

 

their

 

success

 

and

 

profitability

The

 

New

 

Zealand

 

and

 

Australian

 

businesses

 

are

 

now

 

well

 

equipped

 

to

 

satisfy

 

anticipated

 

market

 

demands

 

over

 

the

 

next

 

24

 

months,

 

and

 

will

 

focus

 

on

 

processing

 

and

 

installation

 

efficiency,

 

productivity

 

and

 

reliability

Developing

 

our

 

organizational

 

capabilities

2

Improving

 

our

 

ability

 

to

 

execute

 

against

 

these

 

strategic

 

initiatives

 

is

 

critical

Following

 

a

 

number

 

of

 

years

 

of

 

rapid

 

growth,

 

a

 

greater

 

focus

 

will

 

be

 

placed

 

on

 

investing

 

in

 

our

 

people

 

and

 

their

 

capabilities

 

as

 

well

 

as

 

on

 

our

 

support

 

systems

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

Maintaining

 

our

 

scale

 

position

 

via

 

product

 

and

 

channel

 

leadership

23

3

Metroglass

 

has

 

grown

 

to

 

service

 

more

 

than

 

55%

 

of

 

the

 

NZ

 

flat


glass

 

market.

 

Scale

 

is

 

an

 

important

 

advantage

 

in

 

this

 

market,

 

providing

 

significant

 

manufacturing,

 

procurement

 

and

 

distribution

 

advantages

Glass

 

is

 

a

 

rapidly

 

evolving

 

product,

 

and

 

we

 

have

 

invested

 

to

 

keep

 

pace

 

with

 

the

 

rate

 

of

 

change.

 

We

 

will

 

continue

 

to

 

drive

 

product

 

leadership

 

in

 

‘NZ

 

first’

 

products

 

through

 

ongoing

 

market

 

research

 

and

 

innovation

We

 

will

 

maintain

 

our

 

multiple

 

channels

 

to

 

the

 

different

 

key

 

market

 

segments,

 

which

 

offer

 

varied

 

cycle

 

exposure

 

and

 

growth

 

opportunities.

 

We

 

will

 

continue

 

to

 

participate

 

in

 

the

 

value

 

chain

 

through

 

to

 

the

 

customer

 

in

 

the

 

RetroFit

 

channel

 

for

 

the

 

medium

 

term

AGG

 

will

 

use

 

its

 

significant

 

new

 

double

 

glazing

 

capacity

 

and

 

improved

 

supply

 

chain

 

to

 

deliver

 

profitable

 

growth

 

in

 

the

 

South

 

East

 

Australian

 

market

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

Leveraging

 

our

 

scale

 

and

 

assets

 

to

 

deliver

 

lowest

 

total

 

delivered

 

cost

24

4

A

 

persistent

 

focus

 

on

 

increasing

 

efficiency

 

and

 

automation

 

and

 

lowering

 

costs

 

is

 

essential

 

for

 

the

 

long


term

 

sustainability

 

of

 

our

 

business,

 

and

 

to

 

enable

 

us

 

to

 

compete

 

successfully

 

against

 

imports

 

and

 

changing

 

industry

 

dynamics

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

What

 

does

 

the

 

next

 

24

 

months

 

look

 

like?

Re


dedicated

 

to

 

a

 

focus

 

on

 

excellent

 

service

 

to

 

our

 

core

 

customer

 

groups

 

(but

 

not

 

all

 

things

 

to

 

all

 

people)

We

 

are

 

committed

 

to

 

our

 

product

 

leadership

 

position,

 

and

 

we

 

choose

 

to

 

maintain

 

a

 

broad

 

product

 

offering,

 

our

 

existing

 

routes

 

to

 

market,

 

and

 

our

 

current

 

geographic

 

spread

Deeply

 

embedded

 

best

 

practice

 

production

 

culture.

 

We

 

have

 

the

 

equipment

 

but

 

need

 

to

 

refocus

 

on

 

building

 

and

 

sustaining

 

excellent

 

people

 

across

 

the

 

business

Capital

 

management

 

discipline

 

will

 

generate

 

strong

 

cash

 

flows,

 

with

 

capital

 

spend

 

at

 

maintenance

 

levels,

 

inventory

 

will

 

be

  

optimised,

 

and

 

Group

 

debt

 

will

 

be

 

reduced

25

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

Managing

 

for

 

success

The

 

composition

 

of

 

Metroglass’

 

board

 

has

 

changed

 

significantly

 

over

 

the

 

past

 

12

 

months


Peter

 

Griffiths

 

elected

 

as

 

Chair

 

following

 

Sir

 

John

 

Goulter’s

 

retirement


Angela

 

Bull

 

and

 

Rhys

 

Jones

 

appointed

 

as

 

independent

 

directors


CEO

 

/

 

Executive

 

Director

 

Nigel

 

Rigby

 

departed

 

the

 

business

 

in

 

March

 

following

 

his

 

resignation

 

in

 

December

 

2017

Board

 

committees

 

and

 

members:


Audit

 

&

 

Risk

 

Committee:

 

Bill

 

Roest

 

(Chair),

 

Russell

 

Chenu,

 

Peter

 

Griffiths


People

 

&

 

Culture

 

Committee:

 

Angela

 

Bull

 

(Chair),

 

Gordon

 

Buswell,

 

Rhys

 

Jones

The

 

company

 

currently

 

being

 

led

 

by

 

CFO

 

John

 

Fraser

 

Mackenzie

 

and

 

the

 

senior

 

leadership

 

team

Recruitment

 

of

 

a

 

new

 

CEO

 

is

 

progressing,

 

and

 

the

 

market

 

will

 

be

 

updated

 

when

 

an

 

appointment

 

has

 

been

 

made

26

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

6.

 

Q&A

 

session

27

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

Appendix:

 

Explanation

 

of

 

non


GAAP

 

profit

 

measures

28

Non


GAAP

 

financial

 

information

Group

 

results

 

are

 

reported

 

under

 

NZ

 

IFRS.

 

This

 

presentation

 

includes

 

non


GAAP

 

financial

 

measures

 

which

 

are

 

not

 

prepared

 

in

 

accordance

 

with

 

NZ

 

IFRS,

 

being:


EBITDA:

  

Earnings

 

before

 

interest,

 

tax,

 

depreciation

 

and

 

amortisation


EBITDA

 

before

 

significant

 

items:

 

EBITDA

 

less

 

significant

 

items,

 

being:

 

$2.9m

 

of

 

CEO

 

departure

 

and

 

recruitment

 

costs

 

in

 

FY18

 

("CEO

 

departure

 

&

 

recruitment

 

costs")

 

and

 

$1.0m

 

of

 

one


off

 

expenses

 

related

 

to

 

the

 

acquisition

 

of

 

Australian

 

Glass

 

Group

 

in

 

FY17

 

which

 

are

 

not

 

tax

 

deductible

 

("AGG

 

Acquisition

 

Expenses")


EBIT

 

before

 

significant

 

items:

 

EBIT

 

less

 

significant

 

items,

 

being:

 

CEO

 

departure

 

&

 

recruitment

 

costs,

 

and

 

the

 

AGG

 

Acquisition

 

Expenses


Profit

 

for

 

the

 

period

 

before

 

significant

 

items:

 

Profit

 

for

 

the

 

period

 

less

 

significant

 

items,

 

being:

 

CEO

 

departure

 

&

 

recruitment

 

costs;

 

the

 

AGG

 

Acquisition

 

Expenses

 

and

 

tax

 

adjustments

 

relating

 

to

 

IPO

 

expenses

 

and

 

finalisation

 

of

 

prior

 

year

 

tax

 

positions


Segmental

 

EBIT:

 

EBIT

 

of

 

an

 

operating

 

segment

 

in

 

the

 

Group.

 

Excludes

 

Group

 

costs

 

including

 

insurance,

 

professional

 

services,

 

director

 

fees

 

and

 

expenses,

 

listing

 

fees,

 

share

 

incentive

 

scheme

 

costs.

 

Further

 

details

 

provided

 

in

 

the

 

segment

 

note

 

of

 

the

 

2018

 

Annual

 

Report


NPATA:

 

Profit

 

for

 

the

 

Period

 

before

 

the

 

amortisation

 

of

 

acquisition


related

 

intangibles

 

and

 

its

 

associated

 

tax

 

effect


We

 

believe

 

that

 

these

 

non


GAAP

 

financial

 

measures

 

provide

 

useful

 

information

 

to

 

readers

 

to

 

assist

 

in

 

the

 

understanding

 

of

 

our

 

financial

 

performance,

 

financial

 

position

 

or

 

returns,

 

but

 

that

 

they

 

should

 

not

 

be

 

viewed

 

in

 

isolation,

 

nor

 

considered

 

as

 

a

 

substitute

 

for

 

measures

 

reported

 

in

 

accordance

 

with

 

NZIFRS

Non


GAAP

 

financial

 

measures

 

may

 

not

 

be

 

comparable

 

to

 

similarly

 

titled

 

amounts

 

reported

 

by

 

other

 

companies

Full

 

year

 

to

 

31

 

March

FY18

FY17

($M)

($M)

Profit

 

for

 

the

 

period

 

before

 

significant

 

items

18.4

 

21.3

 

Less:

 

Tax

 

adjustments

 

relating

 

to

 

prior

 

periods


1.0

 

Less:

 

AGG

 

Acquisition

 

Expenses


1.0

 

Less:

 

CEO

 

departure

 

and

 

recruitment

 

costs

 

(tax

 

effected)

2.1

 ‐

Profit

 

for

 

the

 

period

 

(GAAP)

16.3

 

19.4

 

Add:

 

taxation

 

expense

7.0

 

9.6

 

Add:

 

net

 

finance

 

expense

4.7

 

4.0

 

Earnings

 

before

 

interest

 

and

 

tax

 

(EBIT)

 

(GAAP)

28.0

 

32.9

 

Add:

 

depreciation

 

&

 

amortisation

12.4

 

11.0

 

EBITDA

40.4

 

43.9

 

EBIT

 

(GAAP)

28.0

 

32.9

 

Add:

 

AGG

 

Acquisition

 

Expenses

1.0

 

Add:

 

CEO

 

departure

 

and

 

recruitment

 

costs

2.9

 

EBIT

 

before

 

significant

 

items

30.9

 

33.9

 

EBITDA

40.4

 

43.9

 

Add:

 

AGG

 

Acquisition

 

Expenses

1.0

 

Add:

 

CEO

 

departure

 

and

 

recruitment

 

costs

2.9

 

EBITDA

 

before

 

significant

 

items

43.3

 

44.9

 

Profit

 

for

 

the

 

period

 

(GAAP)

16.3

 

19.4

 

Add

 

back:

 

amortisation

 

of

 

acquisition


related

 

intangibles

 

and

 

its

 

associated

 

tax

 

effect

1.9

 

1.7

 

NPATA

18.2

 

21.1

 

Strictly
 

confidential

 

and

 

not

 

for

 

public

 

release

Contact

 

information

 

Metro

 

Performance

 

Glass

 

Limited

5

 

Lady

 

Fisher

 

Place,

 

East

 

Tamaki

Auckland

 

2013

New

 

Zealand

Ph:

 

+

 

64

 

9

 

927

 

3000

www.metroglass.co.nz/

29

John

 

Fraser


Mackenzie

 

–Chief

 

Financial

 

Officer

john.fraser


mackenzie@metroglass.co.nz

(+64)

 

027

 

551

 

6751

Andrew

 

Paterson

 

–Investor

 

Relations

 

Manager

andrew.paterson@metroglass.co.nz

(+64)

 

027

 

403

 

4323

---

ANNUAL
REPORT

2018

A CLEAR

FOCUS

Chair’s Review ......................................................................2
Management Results Review ........................................4

Metroglass’ Strategic Objectives ..............................8

Board of Directors ..........................................................10

Senior Leadership Team ................................................12

Non-GAAP Financial Information ...............................14

Statement of Comprehensive Income ...................16

Statement of Financial Position ...............................17

Statement of Changes in Equity. ................................18

Statement of Cash Flows ............................................19

Notes to the Financial Statements .........................20

Independent Auditor’s Report ...................................44

Corporate Governance .................................................49

Statutory Information ..................................................64

Company Directory .........................................................69

This report is dated 24 May 2018 and is signed on

behalf of the Board of Metro Performance Glass

Limited by Peter Griffiths, Chair, and Bill Roest,

Director.

Peter Griffiths Willem (Bill) Roest

Chairman Director

A CLEAR FOCUS

Metroglass has grown and

transformed over the past five

years; developing the business

while market conditions were

supportive. However rapid growth

is challenging and our execution

has been inconsistent.

We need to improve execution

and deliver the rewards expected

from our significant investments,

and have reviewed our strategy to

ensure we satisfy our customers

and our shareholders.

Our NZ business has now

completed its investment and

expansion phase and is focused on

optimisation, whilst our Australian

business is now well equipped to

service the growing double glazing

market.

Metroglass is in a strong

position. We are clear on what

we have to do.

Metroglass has spent the past five years
developing and expanding its business.

Our goal: to cement a superior market

position and customer service proposition

in the Australasian glass industry.

CHAIR’S REVIEW

SEEKING THE REWARDS

FROM OUR INVESTMENT

To do this we introduced

more automation to our

plants to ensure we could

lower manufacturing costs

and continue to offer our

products at competitive

prices. We enhanced our

product leadership position

by developing new capabilities

in processing high-

specification glass types

and double glazed units.

However, rapid growth is

challenging and our execution

has been inconsistent.

Demand for our products

significantly outpaced the

development of our capability

to reliably service that

demand, resulting in falling

customer satisfaction levels.

This also led to higher costs

and returns that fell short.

As we grew fast we were not

satisfying our customers or

our shareholders.

We need to improve execution

and deliver the rewards

expected from the significant

investment we have made.

We want to satisfy the

expectations of our customers

and we need to improve

returns to our shareholders.

Metroglass is in a strong

position. We are clear on

what we have to do.

In the medium term we

expect market conditions to

remain at levels above the

long-term averages in both

New Zealand and Australia

but for these to soften over

time. There are increasing

pressures from local

competitors, imported

product and greater demand

variability in some regions.

These pressures are evident

in our results for the year to

31 March 2018. While Group

sales grew modestly, costs

remained high, with a number

of ‘one-off’ expenses and the

impact of our capital

programme which impacted

every one of all of our plants

to some degree, resulting in

lower sales levels. We certainly

do not expect these events to

reoccur in the coming period.

Our cash flow remained

strong allowing us to fund

our capital programme and

dividend payments while

holding debt levels constant.

In light of an easing in the

outlook for New Zealand

construction markets and our

past performance, we resolved

to undertake a strategic

review. We were determined

to take all the necessary steps

to ensure the company’s

business was as effective

and efficient as possible in

the two countries in which

we operate. We wanted to be

sure we were prioritising the

best opportunities to improve

our customers’ experience

and increase financial returns

to our shareholders.

Following this review, we are

confident that Metroglass’

purpose to be a customer-

dedicated organisation that

delivers market-differentiated

glass products and glazing

services is valid.

Our strategic focus has

now shifted from expansion

and diversification to the

optimisation and enhancement

of our internal capability to

execute on the opportunities

we see ahead.

ANNUAL REPORT 2018

2

This has resulted in a focus
on four key strategic

initiatives:

• Delivering market-leading

service to our customers

• Developing our

organisational capabilities

• Maintaining our scale

position via product and

channel leadership

• Leveraging our scale and

assets to deliver lowest

total delivered cost.

We have rededicated

ourselves to a focus on

excellent customer service

and are committed to our

product leadership position.

We have chosen to maintain

a broad product offering

and retain our existing routes

to market and current

geographic spread.

We will deeply embed a

best-practice production

culture. We have the right

equipment but we need to

refocus on building and

sustaining excellent people

across the business.

Through prudent capital

management, we will continue

to generate strong cash

flows. Our capital spending

will be reduced and aimed at

maintaining our existing

capability. Our inventory will

be optimised and group debt

will be reduced.

We have considerable

headroom in our financing

facilities; however, looking

forward, debt reduction

is a priority for the group

given our exposure to

construction cycles.

While we do this, we expect

to be able to maintain our

current dividend policy.

Metroglass’ board has

declared a final dividend of

3.8 cents per share, taking

the total dividends for the

year to 7.4 cents per share.

This is consistent with the

company’s dividend policy, but

marginally below last year’s

payment given the weaker

financial result and focus on

debt reduction.

This year has seen changes

to the leadership of the

business: Chief Executive

Officer Nigel Rigby left in

March 2018. Sir John Goulter

retired from the board before

Christmas and Rhys Jones

joined the board in April.

The recruitment process

for our new CEO is

progressing. In the meantime,

Chief Financial Officer

John Fraser-Mackenzie

and our Senior Leadership

team are operating the

company well. On behalf of

shareholders we thank them

and all of our staff for their

efforts during this challenging

and demanding year.

This report tells you about

what we have achieved to

date and what we expect to

achieve in the future. I am

confident that the people at

Metroglass are up for the

challenge of being known for

quality products, exemplary

customer service and

excellence in manufacturing.

We encourage you to join us

on our journey.

OUTLOOK FOR FY19

Future market conditions are

always difficult to predict,

but we expect activity in

New Zealand to remain close

to the current levels for the

coming 12 months, with

further Canterbury declines

being offset by growth in

other regions.

In Australia, activity in AGG’s

target markets has held up

well. We consider that overall

residential market activity

might soften; however, AGG

has good growth potential

ahead as it builds double

glazing sales capability and

utilises its increased

production capacity.

As we implement our

initiatives across the

Metroglass group in the

2019 financial year, we are

targeting group EBIT of

between $30 million and

$33 million, capital

expenditure of approximately

$10 million and debt

repayment of between

$7 million and $10 million.

We also intend to maintain

our current dividend policy.

We will provide an update on

these financial targets at our

Annual Shareholders’ Meeting

on the 24th of August.

PETER GRIFFITHS

Chair

24 May 2018

“Weare

confidentthat

Metroglass’

purposetobe

acustomer-

dedicated

organisation

thatdelivers

market

differentiated

glassproducts

andglazing

servicesisvalid.”

3

A CLOSER VIEW
SUMMARY

Group revenue, including a full

12 months of trading from

Australian Glass Group (AGG),

rose 10% to $268.3 million.

New Zealand revenue was in

line with the 2017 financial

year. Earnings before interest

and tax (EBIT) before

significant items for the year

fell 9% to $30.9 million from

$33.9 million in the prior year.

Net profit after tax (NPAT) for

FY18 was $16.3 million, within

our updated guidance range.

NPAT before significant items

fell 14% to $18.4 million from

$21.3 million last year.

During the year, we

completed a significant capital

programme across the group,

which impacted the financial

performance of our Australian

business particularly in the final

quarter of the financial year.

While we were pleased with

some of our progress in

New Zealand throughout the

year and delivered underlying

profit improvement, Metroglass

incurred non-recurring costs

of approximately $2.0 million

in FY18. These costs related

to spikes in New Zealand

electricity pricing and

one-off consultancy costs

associated with the strategic

review and manufacturing

improvement projects.

Meanwhile, the Australian

business was adversely

impacted by longer-than-

anticipated disruption from

a capital programme to lift

capacity and drive efficiency

in the business as well as

from periods of poor

machine reliability prior

to the commencement of

the programme.

RESULT OVERVIEW

MANAGEMENT

REVIEW

ANNUAL REPORT 2018

4

New Zealand $212.9 million
Total revenue in New Zealand

fell by $0.9 million or 0.4%,

although revenue increased

by 1.6% on a daily sales basis.

FY18 had five less selling

days, principally on account

of having two Easters within

the financial year. North

Island sales grew by 2%, while

the South Island fell by 8% as

a result of significantly lower

activity within the Canterbury

region.

Residential sales fell by 2%

on a national basis, with an

8% fall in sales in the South

Island offsetting the growth

in the North Island, which was

predominantly driven by an

increase in sales to

residential window

fabricators.

Commercial revenue fell 5%

in the year to $48.2 million as

we focused on more

profitable business in the

Upper North Island and the

level of activity declined in

Christchurch.

The RetroFit channel enjoyed

another pleasing year of

growth with revenue up 25%

to $21.5 million, with sales

particularly strong in the

second half. During the year,

we increased our advertising

across television and social

media and we were more

active in regional home

shows. This resulted in a

greater number of leads

being generated, which,

combined with an improved

conversion rate, achieved a

strong revenue performance.

Australia $55.4 million

Revenue rose to $55.4 million,

compared to $30.5 million for

the seven months Metroglass

owned AGG in the prior

financial year.

AGG made significant

changes in its business

during the year with capital

investment resulting in the

doubling of its double glazing

capacity, moving to an

international float glass

import model and opening a

“Retrofitenjoyed

anotherpleasing

yearofgrowth

withrevenue

up25%to

$21.5million,

withgrowth

particularly

stronginthe

secondhalf.”

third processing plant in

Hobart, Tasmania.

The Tasmanian plant will

enable better service to

customers and releases

capacity in the Victoria plant.

Underlying performance in

Victoria was acceptable with

continued growth in sales of

double-glazed units as we

increased production from

our Victorian plant and sold

into a strong market.

New South Wales’ revenue

performance was

disappointing during the year,

impacted by plant reliability

issues prior to the capital

programme in the second

half of the year. This

programme faced delays

and disrupted the business

until installation was

completed in March 2018.

Training on the new

equipment and processes

is underway and AGG are

targeting increased

production and throughput

rates in FY19.

GROUP REVENUE $268.3 MILLION

Up $24 million, +10%

Residential

(NZ)

Commercial Glazing

(NZ)

143.2

145.6

48.2

51.0

17.2

30.5

244.3

268.2

+10%(0%) (NZ)

(2%)

21.5

55.4

Retrofit

(NZ)

Metroglass GroupAustralian Glass Group

(12 months; 7 months)

FY18FY17

+25%(5%)

5

The business also incurred
certain non-recurring costs.

As a result of spikes in

electricity pricing we incurred

an extra $0.8 million of

electricity costs, split evenly

across each half. Hedging

arrangements are now in

place to avoid these spikes in

future. In addition, $1.2 million

of consultancy costs were

incurred in relation to the

manufacturing improvement

programme at our Highbrook

plant and the strategic

review (included in

administration expenses).

Australia

AGG’s EBIT before significant

items of $3.2 million was in

line with the prior year, with

the additional five months of

reported EBIT offset by lower

revenue and profitability in

our New South Wales

business.

The New South Wales

result was driven by ongoing

plant reliability issues and

the considerable disruption

caused by the capital

programme’s implementation

in the final quarter of the

financial year. This plant’s

capital installation was

completed at the end of the

Group’s programme as it

received equipment second-

hand from other plants and

involved a significant relaying

of equipment across its site,

which will provide a more

efficient production flow

going forward.

AGG’s EBIT in the year was

also impacted by the

transition to the new float

glass import model, which

saw the establishment of

glass warehouses in

Melbourne and Sydney. While

these warehouses will deliver

lower costs in the longer

term, the gradual

implementation of these

changes adversely impacted

the current year’s results.

Significant items

During FY18, Metroglass

incurred $2.9 million of CEO

departure and recruitment

costs, while the prior year

included $1 million of costs

associated with the

acquisition of AGG.

The effective tax rate in

FY18 was below the prior

year, which included tax

adjustments relating to IPO

expenses and the finalisation

of prior year tax positions.

EARNINGS BEFORE

INTEREST AND TAX (EBIT)

AND SIGNIFICANT ITEMS

$30.9 MILLION

Group EBIT before significant

items for the year fell by

$3 million to $30.9 million.

New Zealand

New Zealand’s EBIT before

significant items fell by

$2.6 million, with the vast

majority of this decline

occurring in the first half of

the year. Underlying profit

improvement in New Zealand

was offset by increased

costs, some of which are

non-recurring.

In the first half of the

financial year, Metroglass

had higher-than-necessary

factory labour in place as

we had anticipated greater

revenue growth in the period

than what eventuated. We

also saw continued pricing

pressures in the South Island

as the Canterbury market

continues its decline post the

Earthquake re-build, though

these pricing conditions

stabilised in the second half

of the financial year.

The increase in selling and

marketing costs was a result

of an extra $0.4 million in

advertising costs in New

Zealand as the business

produced and aired a new set

of television commercials.

During the second half

of FY18, we implemented

a price increase and made

good progress in managing

our labour and other

factory costs.

EBIT BEFORE SIGNIFICANT VARIANCE ANALYSIS

$30.9 million, -$3.0 million

FY

17 EBIT

bef

ore signif

icant items

NZ prof

it improvement

33.9

2.9

1.4

1.7

0.4

2.0

0.3

30.9

2.0

0.8

1.2

South Island pricing

NZ electrici

ty cost

s

NZ

Adve

rtising

FY

18 EBIT

bef

ore signif

icant items

Other Group costs

AGG profit decline & capita

l

programme delay

s

AGG Segmental EBIT

(5 ex

tra months)

Consultancy costs

NZ fa

ctory labour

ANNUAL REPORT 2018

6

Interest and net profit
after tax (NPAT)

Interest costs increased

during the year as a result

of the additional debt taken

on partway through the FY17

for the purchase of AGG.

NPAT decreased from FY17 on

lower operating profit, with a

significant driver of this being

the $2.9 million of significant

items incurred in FY18.

Balance sheet and cash flows

Net debt decreased slightly

during the year, with a

significant improvement in

the net cash flow from

operating activities offset

by $20.6 million of capital

expenditure.

Working capital improved

on the prior year. Inventory

increased by $1.1 million as

AGG transitioned to an

import model for glass, and

remained flat in New Zealand.

Debtors decreased across

New Zealand and Australia

as a result of improved

collections. Trade accounts

payable increased in New

Zealand and Australia due

to improved terms for

purchases of glass and

imported consumables.

Employee entitlements have

increased by $2.4 million,

predominantly due to CEO

departure costs which were

accrued at the end of March

and paid in April.

Group gearing (net

interest-bearing debt /

(net interest-bearing debt

+ equity) decreased from

37.6% at 31 March 2017 to

37.0% at 31 March 2018.


7

A CLOSER VIEW STRATEGIC OBJECTIVES
Following extensive reviews, we have confidence that Metroglass’

purpose to be a customer-dedicated organisation that delivers market-

differentiated glass products and glazing services remains valid.

However, the focus has shifted from expansion and diversification, to

optimisation and enhancement of our internal capability to execute on

the opportunities we see ahead.

This has resulted in a focus on four key strategic initiatives:

METROGLASS’ STRATEGIC

OBJECTIVES

1. DELIVERING MARKET-LEADING SERVICE TO OUR CUSTOMERS

• Service is a key differentiator for our customers and

critical to their success and profitability. The New Zealand

and Australian businesses are now well equipped to satisfy

anticipated market demands over the next 24 months, and

will focus on processing and installation efficiency,

productivity and reliability.

2. DEVELOPING OUR ORGANISATIONAL CAPABILITIES

• Improving our ability to execute against our strategic

initiatives is critical, and following a number of years of

rapid growth, a greater focus will be placed on investing

in our people and their capabilities as well as on our

support systems.

Keyperformanceindicators:

EXAMPLE: HIGHBROOK DIFOT %

44%

80%

73%

93%

FY18 Q4FY19 YTD

DIFOT (avg. of 48-72 hrs for residential)DIFOT + 48 hours

ANNUAL REPORT 2018

8

3. MAINTAINING OUR SCALE POSITION VIA PRODUCT AND
CHANNEL LEADERSHIP

• Metroglass has grown to service more than 55% of the

New Zealand flat-glass market. Scale is an important

advantage in this market, providing significant

manufacturing, procurement and distribution advantages.

• Glass is a rapidly evolving product, and we have invested to

keep pace with the rate of change. We will continue to drive

product leadership in ‘NZ first’ products through ongoing

market research and innovation.

• We will maintain our multiple channels to the different key

market segments, which offer varied cycle exposure and

growth opportunities. We will continue to participate in the

value chain through to the customer in the RetroFit channel

for the medium term.

• AGG will use its significant new double glazing capacity and

improved supply chain to deliver profitable growth in the

South East Australian market.

4. LEVERAGING OUR SCALE AND ASSETS TO DELIVER LOWEST

TOTAL DELIVERED COST

• A persistent focus on increasing efficiency and automation

and lowering costs is essential for the long-term

sustainability of our business, and to enable us to compete

successfully against imports and changing industry

dynamics.

Keyperformanceindicators

FACTORY LABOUR % NET REVENUE

% of Factory Labour

H1H2

FY17

H1H2

FY18

New ZealandAustralia

15%

35%

10%

25%

20%

30%

5%

0%

Keyperformanceindicators

NZ GLASS CATEGORY SHARE

55%

59%

60%

59%

Sep-16Mar-17Sep-17Mar-18

DAILY SALES (NZ$000)

Ex

ternal Sales per Day

NZ$000

H1H2

FY17

H1H2

FY18

Residential

300

700

200

500

400

600

100

0

Commercial GlazingRetroFitAustralia

9

BOARD OF DIRECTORS
PETER GRIFFITHS

INDEPENDENT, NON-EXECUTIVE

CHAIR, MEMBER OF THE AUDIT

AND RISK COMMITTEE

LEFT TO RIGHT: PETER GRIFFITHS, RUSSELL CHENU,

ANGELA BULL, RHYS JONES, BILL ROEST, GORDON BUSWELL

After a career in the energy

industry Peter has become a

professional director. His last

executive position was as

Managing Director of BP Oil

New Zealand for 10 years,

retiring in 2009. Peter is

currently Chair of Z Energy.

He has previously served on a

number of boards including

Marsden Maritime Holdings,

The New Zealand Refining

Company, and New Zealand Oil

and Gas.

He is also Chair of the

New Zealand Business and

Parliament Trust and has

private interests in marine

contracting and general

aviation.

Peters holds a BSc Hons

from Victoria University

of Wellington.

ANGELA BULL

INDEPENDENT, NON-

EXECUTIVE DIRECTOR, CHAIR

OF THE PEOPLE AND CULTURE

COMMITTEE

Angela is currently the Chief

Executive Officer of Tramco

Group Limited, a large

New Zealand property

investment company, and a

director of the New Zealand

Institute of Economic

Research. She joined Tramco

in February 2016.

Prior to leading Tramco Group,

Angela held a number of

senior positions over a

10-year period with

Foodstuffs, most recently

being General Manager

Property Development for

Foodstuffs North Island. This

was preceded by a legal

career, including roles with

Chapman Tripp, the Crown

Law Office and Simpson

Grierson.

Angela holds a Bachelor of

Arts and a Bachelor of Laws

degree from the University

of Auckland.

ANNUAL REPORT 2018

10

RUSSELL CHENU
INDEPENDENT, NON-EXECUTIVE

DIRECTOR, MEMBER OF THE

AUDIT AND RISK COMMITTEE

Russell has significant

experience in the corporate

sector with more than 23

years in senior management

roles. He has considerable

expertise in senior finance

related roles, including with

building products companies.

Russell is currently an

independent director and the

Chairman of the Audit and

Risk Committee of ASX-listed

businesses CIMIC Group

Limited and Reliance

Worldwide Corporation

Limited. He is also a director

of James Hardie Industries

plc, following a 23-year career

with the company, holding

various management and

executive positions in a

number of countries, including

most recently serving as

group Chief Financial Officer

from 2004 to 2013.

Before this role, Russell

served as Chief Financial

Officer for several ASX-listed

companies (TAB, Delta Gold,

Australian National Industries

and Pancontinental Mining)

and Mighty River Power. He

was also previously Treasurer

of Pioneer International.

Russell has a Bachelor of

Commerce from The

University of Melbourne, an

MBA from Macquarie

Graduate School of

Management and is a Member

of the Society of Certified

Practising Accountants

(Australia).

GORDON BUSWELL

INDEPENDENT, NON-EXECUTIVE

DIRECTOR, MEMBER OF

THE PEOPLE AND CULTURE

COMMITTEE

Gordon has more than 25

years’ experience in the

building and construction

industry. He currently holds

a number of industry-

associated directorships,

including the Building Industry

Federation, Platinum Homes

Limited, Construction

Strategy Group and the

Registered Master Builders

Association of New Zealand.

He is also a Chartered

member of the New Zealand

Institute of Directors.

Prior to moving into

governance roles, Gordon

was the Chief Executive

Officer of Independent Timber

Merchants (ITM) for 13 years

and also spent 12 years with

Carter Holt Harvey.

Gordon holds a Bachelor of

Commerce from the

University of Auckland.

RHYS JONES

INDEPENDENT, NON-EXECUTIVE

DIRECTOR, MEMBER OF

THE PEOPLE AND CULTURE

COMMITTEE

Rhys has had a thirty year

career working in the

Australasian building material

and packaging industries.

Rhys is currently the

Executive Director and

Chairman of the Executive

Board of Vulcan Steel Limited,

a large privately owned

Trans‐Tasman steel

distributor with over thirty

business units across

Australasia. He is also a

director of Tru Test

Corporation Limited.

Prior to joining Vulcan Steel in

2006, he has held senior roles

in particular with Carter Holt

Harvey Ltd and Fletcher

Challenge, including Chief

Operating Officer of the Pulp,

Paper, and Packaging business

of Carter Holt Harvey.

Rhys holds a Master of

Business Studies from

Massey University and a

Bachelor of Science from the

Victoria University.

WILLEM (BILL) ROEST

INDEPENDENT, NON-EXECUTIVE

DIRECTOR, CHAIR OF THE AUDIT

AND RISK COMMITTEE

Bill has extensive experience

in the New Zealand corporate

sector, both in executive and

non-executive functions, in

particular in the domains

of finance and corporate

governance.

He is currently on the boards

of Synlait Milk (where he

chairs the Audit and Risk

Committee), Fisher & Paykel

Appliances (where he chairs

the Audit Committee)

and New Zealand Housing

Foundation.

Prior to his non-executive

roles, Bill held the position

of Chief Financial Officer at

Fletcher Building for 12 years.

Before this, he held several

leadership roles within the

Fletcher Group, including as

Managing Director of Fletcher

Residential and Fletcher

Aluminium.

Bill is a Fellow of the

Association of Chartered

Certified Accountants (United

Kingdom) and an Associate

Member of the Chartered

Accountants Australia and

New Zealand.

11

SENIOR LEADERSHIP TEAM
ROBYN GIBBARD

UPPER NORTH ISLAND SALES

Joined: February 1997

Robyn leads Metroglass’ sales

force nationally. She is highly

experienced having worked in

Metroglass for more than

20 years, across many

customer facing roles

across commercial glazing,

branch management and

sales management.

GARETH HAMILL

METROGLASS COMMERCIAL

GLAZING – LOWER NORTH

ISLAND

Joined: April 2002

Gareth has worked in

Metroglass for more than

15 years, with a current focus

on Commercial Glazing and

management of the Lower

North Island region. He is

also a Director of the Glass

and Glazing Institute of

New Zealand.

Gareth holds a Bachelor of

Building Science from Victoria

University.

JOHN FRASER-MACKENZIE

CHIEF FINANCIAL OFFICER

Joined: May 2015

John was appointed as Chief

Financial Officer in May 2015.

Before his appointment, he

worked for Goodman Fielder

for eight years, initially as

Finance Director of the Dairy

Division and latterly as

New Zealand Finance Director.

Prior to Goodman Fielder he

held a number of business

development and finance roles

for Heinz in Europe.

John is a chartered

accountant and holds a

Bachelor of Business Science

in Finance from the University

of Cape Town.

GEOFF RASMUSSEN

GROUP GENERAL MANAGER,

OPERATIONS

Joined: April 1996

Geoff has more than 20 years’

experience in various senior

management roles at Metro

Glass and was appointed as

General Manager Operations

in April 2011.

Geoff has 30 years of

experience in the glass

industry, combining a trade

background with experience

including sales, production

and operations management.

LEFT TO RIGHT: BARRY PATERSON, DAYNA SAUNDERS, JOHN FRASER-MACKENZIE,

ROBYN GIBBARD, GARETH HAMILL, GEOFF RASMUSSEN

ALEX MCDONALD

BRENDAN SIMPSON

ANNUAL REPORT 2018

12

ALEX MCDONALD
METROGLASS OPERATIONS

Joined: February 2008

Alex has held senior

manufacturing roles within

Metroglass for more than

10 years, with more than

15 years’ experience in

the aluminium joinery and

glass industries.

Alex holds an Executive

MBA from the University

of Auckland.

BARRY PATERSON

METROGLASS COMMERCIAL

GLAZING

Joined: November 2005

Barry leads Metroglass’

commercial glazing business

nationally. He has 15 years of

experience across the New

Zealand and Australian glass

industries. He has held a

diverse range of commercial

and management finance

roles in the arable and

manufacturing industries, and

was a director on the board

of Westland Milk Products

from 2010 to 2016.

Barry holds a Bachelor of

Commerce and Management

and a Postgraduate Diploma

in Marketing from Lincoln

University.

DAYNA SAUNDERS

METROGLASS HUMAN

RESOURCES

Joined: November 2014

Dayna leads Metroglass’

Human Resources team

nationally. She has over

10 years’ experience in HR,

Talent & Recruitment

spending eight years at

Fletcher Building before

commencing with Metroglass.

Dayna holds a Bachelor of

Business in Marketing &

Management and a NZ

Diploma in Business from

the Auckland University

of Technology.

BRENDAN SIMPSON

CHIEF EXECUTIVE OFFICER,

AUSTRALIAN GLASS GROUP

Joined: October 2012

Brendan has been the Chief

Executive Officer of the

Australian Glass Group (AGG)

for more than five years.

Brendan has more than

16 years’ experience in

senior executive roles within

the Australian building

products sector.

Prior to AGG, Brendan was

the Regional General Manager

of Boral’s Clay & Concrete

products division, running the

Bricks, Roof Tiles and

Concrete Masonry businesses.

He also spent six years with

Jeld Wen Australia as a

General Manager of the

Stegbar NSW and Airlite

Window businesses.

Brendan has a Bachelor

of Business Management

from the Queensland

University of Technology and

an (Executive) MBA from the

Australian Graduate School

of Management.

13

NON-GAAP FINANCIAL INFORMATION
Metroglass’ standard profit measure prepared under New Zealand Generally Accepted Accounting Practice (GAAP) is profit for the period,

or net profit after tax. Metroglass has used non-GAAP measures which are not prepared in accordance with New Zealand International

Financial Reporting Standards (NZ IFRS) when discussing financial performance in this document. The directors and management believe

that these non-GAAP financial measures provide useful information to readers to assist in the understanding of the Group’s financial

performance, financial position or returns, and used internally to evaluate the performance of business units and to establish operational

goals. These measures should not be viewed in isolation, nor considered as a substitute for measures reported in accordance with NZ

IFRS. Non-GAAP financial measures may not be comparable to similarly titled amounts reported by other companies.

Definitions of non-GAAP financial measures used in this report:

• EBITDA: Earnings before interest, tax, depreciation and amortisation.

• EBITDA before significant items: EBITDA less significant items, being: $2.9m of CEO departure and recruitment costs in FY18 (“CEO

departure & recruitment costs”) and $1.0m of one-off expenses related to the acquisition of Australian Glass Group in FY17 which are

not tax deductible (“AGG Acquisition Expenses”).

• EBIT before significant items: EBIT less significant items, being: CEO departure & recruitment costs, and the AGG Acquisition Expenses.

• Profit for the period before significant items: Profit for the period less significant items, being: CEO departure & recruitment costs;

the AGG Acquisition Expenses and tax adjustments relating to IPO expenses and finalisation of prior year tax positions.

• NPATA: Profit for the Period before the amortisation of acquisition-related intangibles and its associated tax effect.

GAAP TO NON-GAAP RECONCILIATION

FULL YEAR TO 31 MARCH

FY18

($M)

FY17

($M)

Profit for the period before significant items18.4 21.3

Less: Tax adjustments relating to prior periods–1.0

Less: AGG Acquisition Expenses–1.0

Less: CEO departure and recruitment costs (tax effected)2.1 –

Profit for the period (GAAP)16.3 19.4

Add: taxation expense7.09.6

Add: net finance expense4.7 4.0

Earnings before interest and tax (EBIT) (GAAP)28.0 32.9

Add: depreciation & amortisation12.4 11.0

EBITDA40.4 43.9

EBIT (GAAP)28.0 32.9

Add: AGG Acquisition Expenses–1.0

Add: CEO departure and recruitment costs2.9 –

EBIT before significant items30.9 33.9

EBITDA40.4 43.9

Add: AGG Acquisition Expenses–1.0

Add: CEO departure and recruitment costs2.9 –

EBITDA before significant items43.3 44.9

Profit for the period (GAAP)16.3 19.4

Add back: amortisation of acquisition-related intangibles and its associated tax effect1.9 1.7

NPATA18.2 21.1

NO-GAP OGFAGNICLOPRMITTPMENE-OB

ANNUAL REPORT 2018

14

OUR RESULTS
Consolidated Statement of Comprehensive Income 16

Consolidated Statement of Financial Position 17

Consolidated Statement of Changes in Equity 18

Consolidated Statement of Cash Flows 19

Notes to the consolidated financial statements 20

1. Basis of preparation 20

2. Financial Performance 23

2.1 Segment information 23

2.2 Revenue 24

2.3 Operating expenditure 24

2.4 Significant items 25

2.5 Earnings per share 25

3. Working Capital 26

3.1 Trade and other receivables 26

3.2 Inventories 27

3.3 Trade and other payables 27

3.4 Financial instruments 28

4. Long Term Assets 32

4.1 Property, plant and equipment 32

4.2 Intangible assets 33

5. Debt & Equity 36

5.1 Interest bearing liabilities 36

5.2 Contributed equity 38

6. Other 40

6.1 Income taxation 40

6.2 Deferred taxation 40

6.3 Group reserves 42

6.4 Related party transactions 42

6.5 Contingencies 43

6.6 Commitments 43

6.7 Subsequent events 43

Independent auditor’s report 44

15

FOR THE PERIOD ENDED 31 MARCH
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATEDCONSOLIDATED

Notes

2018

$’000

2017

$’000

Sales revenue

268,293 244,318

Cost of sales2.3(151,119)(129,135)

Gross Profit117,174115,183

Distribution and glazing related expenses2.3(41,867)(41,086)

Selling and marketing expenses2.3(11,206)(10,277)

Administration expenses2.3(33,179)(29,940)

Significant items2.4(2,922)(987)

Earnings before interest and tax28,000 32,893

Interest expense(4,807)(4,071)

Interest income141 105

Profit before income taxation23,33428,927

Income taxation expense6.1(7,056)(9,560)

Profit for the period16,27819,367

Other Comprehensive Income

Exchange differences on translation of foreign operations(538)787

Cash flow hedges106 1,075

Total comprehensive income for the period attributable to shareholders15,84621,229

Earnings per share

Basic Earnings per share (cents per share)2.58.810.5

Diluted Earnings per share (cents per share)2.58.810.3

The Board of Directors authorised these financial statements for issue on 24 May 2018.

For and on behalf of the Board:

Peter Griffiths Willem (Bill) Roest

Chairman Director

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

16

AT 31 MARCH
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATEDCONSOLIDATED

Notes

2018

$’000

2017

$’000

Restated

(Note 1)

Assets

Current assets

Cash and cash equivalents3601,620

Trade and other receivables3.140,41742,442

Inventories3.223,531 22,416

Other current assets5,5374,484

Total current assets69,84570,962

Non-current assets

Property, plant and equipment4.168,372 57,042

Deferred tax assets6.23,0833,495

Intangible assets4.2159,487 163,703

Total non-current assets230,942224,240

Total assets300,787295,202

Liabilities

Current liabilities

Bank overdraft5.13,8571,372

Trade and other payables3.331,33126,814

Income tax liability2,7763,181

Derivative financial instruments3.43151,381

Provisions1,3311,523

Total current liabilities39,61034,271

Non-current liabilities

Deferred tax liabilities6.23,514 4,194

Interest bearing liabilities5.190,818 94,736

Derivative financial instruments3.4919–

Lease incentive2,5722,488

Provisions3,0183,018

Total non-current liabilities100,841104,436

Total liabilities140,451138,707

Net assets160,336156,495

Equity

Contributed equity5.2306,653304,950

Retained earnings24,23322,037

Group reorganisation reserve(170,665)(170,665)

Share based payments reserve6.3755 381

Foreign currency translation reserve249 787

Cash flow hedge reserve(889)(995)

Total equity160,336156,495

The above statement of financial position should be read in conjunction with the accompanying notes.

17

FOR THE PERIOD ENDED 31 MARCH
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONSOLIDATED

2018

Notes

Contributed

Equity

$’000

Reserves

$’000

Retained

earnings

$’000

Total

$’000

Opening balance as at 1 April 2017304,950 (170,492)22,037 156,495

Profit for the period––16,27816,278

Movement in foreign currency translation reserve–(538)–(538)

Other comprehensive income for the period–106 –106

Total comprehensive income (loss) for the period–(432)16,27815,846

Dividends Paid––(14,082)(14,082)

Payments received on management incentive plan shares5.21,703––1,703

Movement in share based payments reserve–374 –374

Total transactions with owners, recognised directly in equity1,703374(14,082)(12,005)

Balance at 31 March 2018306,653(170,550)24,233160,336

CONSOLIDATED

2017

Notes

Contributed

Equity

$’000

Reserves

$’000

Retained

earnings

$’000

Total

$’000

Opening balance at 1 April 2016304,587 (172,685)16,732 148,634

Profit for the period– – 19,367 19,367

Movement in foreign currency translation reserve–787–787

Other comprehensive income (loss) for the period– 1,075 – 1,075

Total comprehensive income (loss) for the period– 1,86219,367 21,229

Dividends Paid– – (14,062)(14,062)

Payments received on management incentive plan shares5.2363 ––363

Transfer share based payments reserve to equity– – – –

Movement in share based payments reserve– 331 – 331

Total transactions with owners, recognised directly in equity363 331(14,062)(13,368)

Balance at 31 March 2017304,950 (170,492)22,037 156,495

The above statement of changes in equity should be read in conjunction with the accompanying notes.

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

18

FOR THE PERIOD ENDED 31 MARCH
CONSOLIDATED STATEMENT OF CASH FLOWS

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Cash flows from operating activities

Receipts from customers270,517236,417

Payments to suppliers and employees(224,582)(205,752)

Interest received141 105

Interest paid(4,679)(4,183)

Income taxes paid(7,759)(9,035)

Net cash inflow from operating activities33,63817,552

Cash flows from investing activities

Payments for property, plant & equipment(19,967)(7,119)

Payments for intangible assets(590)(2,985)

Acquisition of subsidiaries (net of cash acquired)–(45,428)

Net cash outflow from investing activities(20,557)(55,532)

Cash flows from financing activities

Repayment of borrowings(3,000)–

Drawdown of borrowings–44,736

Payments received on management incentive plan shares368 363

Dividend paid(14,082)(14,062)

Net cash inflow/(outflow) from financing activities(16,714)31,037

Net decrease in cash and cash equivalents(3,633)(6,943)

Cash and cash equivalents at the beginning of the period248 6,404

Effects of exchange rate changes on cash and cash equivalents(112)787

Cash and cash equivalents at end of the period(3,497)248

The above statement of cash flows should be read in conjunction with the accompanying notes.

19

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF

PREPARATION

Reporting Entity

These financial statements are

for Metro Performance Glass

Limited (‘the Company’) and

its subsidiaries (together, ‘the

Group’). The Group supplies

processed flat glass and

related products primarily to

the residential and commercial

building sectors. The Company

is a for-profit entity for

financial reporting purposes

and has operations and sales in

New Zealand and Australia.

Statutory base

The Company is a limited

liability company incorporated

and domiciled in New Zealand.

The address of its registered

office is 5 Lady Fisher Place,

East Tamaki, Auckland.

The incorporation date for

Metro Performance Glass

Limited was 30 May 2014

and as part of a group

reorganisation was listed

on the New Zealand

Securities Exchange (NZSX)

on 29 July 2014.

Basis of preparation

These consolidated financial

statements have been

approved for issue by

the Board of Directors

on 24 May 2018.

The consolidated financial

statements of the group

have been prepared in

accordance with Generally

Accepted Accounting Practice

in New Zealand (NZ GAAP).

The group is a for-profit entity

for the purposes of complying

with NZ GAAP. The consolidated

financial statements comply

with New Zealand equivalents

to International Financial

Reporting Standards (NZ IFRS),

other New Zealand accounting

standards and authoritative

notices that are applicable to

entities that apply NZ IFRS.

The consolidated financial

statements also comply

with International Financial

Reporting Standards (IFRS).

Metro Performance Glass

Limited is a limited liability

company registered under the

New Zealand Companies Act

1993 and is a Financial Market

Conduct reporting entity under

Part 7 of the Financial Markets

Conduct Act 2013. The financial

statements of the Group have

been prepared in accordance

with the requirements of Part

7 of the Financial Markets

Conduct Act 2013 and the

NZX Main Board Listing Rules.

Historical cost convention

The financial statements have

been prepared under the

historical cost convention, as

modified by the revaluation of

financial assets and financial

liabilities at fair value through

profit or loss.

Principles of consolidation

The financial statements

incorporate the assets and

liabilities of all subsidiaries

of Metro Performance Glass

Limited (‘the company’ or

‘the parent entity’) as at

31 March 2018 and the results

of all subsidiaries for the

period then ended.

Subsidiaries are all entities

over which the Group has

control. It is a controlled entity

of Metro Performance Glass

if Metro Performance Glass

is exposed and has a right

to variable returns from the

entity and is able to use its

power over the entity to affect

those returns. Subsidiaries

are fully consolidated from

the date on which control is

transferred to the Group. They

are de-consolidated from the

date that control ceases.

Intercompany transactions,

balances and unrealised gains

on transactions between

Group companies are

eliminated. Unrealised losses

are also eliminated unless the

transaction provided evidence

of the impairment of the asset

transferred.

Goods and Services Tax

(GST)

The statement of

comprehensive income has

been prepared so that all

components are stated

exclusively of GST. All items

in the statement of financial

position are stated net of

GST, with the exception of

receivables and payables, which

include GST invoiced.

Critical accounting

estimates and judgements

Estimates and judgements

are continually evaluated

and are based on historical

experience and other factors,

including expectations of

future events that are believed

to be reasonable under the

circumstances.

The Group makes estimates

and assumptions concerning

the future. The resulting

accounting estimates will, by

definition, seldom equal the

related actual results. The

estimates and assumptions

that have a significant risk of

causing a material adjustment

to the carrying amounts of

assets and liabilities within

the next financial year are

discussed in each accounting

note as appropriate.

FOREIGN CURRENCY

TRANSLATION

Functional and

presentation currency

The consolidated financial

statements are presented

in New Zealand dollars, which

is Metro Performance Glass

Limited’s functional and

presentation currency.

Transactions and balances

Foreign currency transactions

are translated using the

exchange rates prevailing at

the dates of the transactions.

Foreign exchange gains

and losses resulting from

the settlement of such

transactions and from the

translation at period end

exchange rates of monetary

assets and liabilities

denominated in foreign

currencies are recognised

in profit and loss. They are

deferred in equity if they relate

to qualifying cash flow hedges

and qualifying net investment

hedges or are attributable to

part of the net investment in a

foreign operation.

The results and financial

position of foreign operations

that have a functional

currency different from

the presentation currency

are translated into the

presentation currency as

follows:

• assets and liabilities for

each balance sheet

presented are translated at

the closing rate at the date

of that balance sheet

• income and expenses for

each statement of profit or

loss and statement of

comprehensive income are

translated at average

exchange rates (unless this

is not a reasonable

approximation of the

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

20

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
cumulative effect of the

rates prevailing on the

transaction dates, in which

case income and expenses

are translated at the dates

of the transactions), and

• all resulting exchange

differences are recognised

in other comprehensive

income.

CHANGES IN ACCOUNTING

POLICY AND DISCLOSURES

New Accounting Standards

There were no new standards

or amendments to standards

applied during the period,

however certain comparatives

have been restated to conform

with the current year’s

presentation.

The Group reclassified make-

good provision amounting to

$3.1m from current liability

to non-current liability at

31 March 2017 and 31 March

2018 to align with the expected

settlement time. As the related

obligation arose from an

arrangement during the year

ended 31 March 2017, no third

balance sheet is presented at

1 April 2016.

The Group also reclassified an

overdraft balance amounting

to $1.4m from cash and cash

equivalents in current assets

to bank overdraft in current

liability at 31 March 2017. As

there was no bank overdraft

at 1 April 2016, no third balance

sheet is presented.

Certain new standards,

amendments and

interpretations of existing

standards have been published

that are mandatory for later

periods and which the Group

has not early adopted. These

will be applied by the Group in

the mandatory periods listed

below. The key items applicable

to the Group are as follows.

NZ IFRS 9: Financial

Instruments

NZ IFRS 9 ‘Financial

Instruments’ replaces NZ

IAS 39 and is effective for

annual periods commencing

on or after 1 January 2018.

The new standard addresses

3 main areas: classification

and measurement of

financial assets and liabilities,

impairment of financial assets

and hedge accounting.

The Group has reviewed its

financial assets and liabilities

and notes there will be

no impact on the Group’s

accounting for financial

assets and liabilities. The new

requirements only affect

financial assets and liabilities

designated at fair value

through profit or loss and the

Group has no such assets or

liabilities.

The Group has confirmed that

its current hedge relationships

would qualifty as continuing

hedges upon the adoption of

NZ IFRS 9. Accordingly, the

Group does not have a

significant impact on the

accounting treatment for its

hedging relationships.

The new impairment model

requires the recognition of

impairment provisions based on

expected credit losses rather

than only incurred credit losses

as is the case under NZ IAS 39.

In the the case of the Group,

it applies to financial assets

classified at amortised cost.

Based on the Group’s

assessment of historical rates,

there is no material expected

financial impact on the

impairment provisions in

the year of adoption.

NZ IFRS 15: Revenue from

contracts with customers

NZ IFRS 15 ‘Revenue from

Contracts with Customers’

replaces NZ IAS 18 Revenue

and NZ IAS 11 Construction

Contracts and is effective for

annual periods commencing

on or after 1 January 2018.

The new standard is based on

the principle that revenue is

recognised when control of a

good or service transfers to

a customer.

During the current financial

period, the Group assessed the

potential impact of NZ IFRS 15.

Work focussed on segregating

the different revenue streams

that exist within the business.

The following matters are

relevant to the Group under

NZ IFRS 15:

• For non-commercial supply

and install revenue, while

there are separately

identifiable activities, these

are highly integrated in

delivering what is expected

by, and promised to our

customers. To this end,

they are considered a single

performance obligation

to the customer.

• For commercial supply and

install projects, revenue is

recognised over time, which

is consistent with our

current approach and

NZ IFRS 15.

MPG has assessed the impact

of the above matters on the

Group and no material change

is expected to the recognition

of revenue from the adoption

of NZ IFRS 15.

NZ IFRS 16: Leases

NZ IFRS 16 ‘Leases’ replaces

NZ IAS 17 and is effective for

annual periods commencing on

or after 1 January 2019. It

requires a lessee to recognise

a lease liability reflecting

future lease payments and a

‘right-to-use asset’ for

virtually all lease contracts.

Included is an optional

exemption for certain

short-term leases and leases

of low-value assets for lessees.

It will also result in changes in

the Statement of

Comprehensive Income with an

interest expense on the liability

and depreciation of the asset

replacing the rental expense.

The standard will affect

primarily the accounting for

the Group’s operating leases.

As at the reporting date, the

Group has non-cancellable

minimum operating lease

commitments of $55.6m (refer

note 6.6). On adoption, NZ IFRS

16 will have a significant impact

on the Group’s consolidated

balance sheet and consolidated

income statement.

Management has developed

a model to calculate the full

quantitative effect of their

current operating leases under

NZ IFRS 16 as at 1 April 2019,

being the date of adoption.

The model requires

management to make some

key judgements including:

• The incremental borrowing

rate used to discount lease

assets and liabilities; and

• The lease term including

potential rights of renewals.

21

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Management’s process to

date highlights that the

potential impact based on the

current lease arrangements

is expected to be material to

the consolidated balance sheet

on the date of adoption (being

1 April 2019), with the impact

as follows:

• Recognition of a right

of use asset and lease

liability within the range

of approximately $59 -

$72 million;

The impact on the consolidated

income statement for the

period ended 31 March 2020

is expected to be:

• Decrease in operating

lease expense;

• Increase in depreciation and

amortization expense; and

• Increase in interest expense.

The impact on each of these

line items is expected to

be significant. The Group

is currently assessing the

transitional options available

which will determine the net

impact.

The above has no cash effect

to the Group and the change

is for financial reporting

purposes only.

Current estimates are likely

to change at time of adoption

and for the period ended

31 March 2020, mainly due to:

• Finalisation of

management’s judgements

and subsequent movements

in the inherent borrowing

rate (interest rates);

• New lease contracts

entered into by the Group;

• Any changes to existing

lease contracts; and

• Change in management’s

judgement to exercise

rights of renewals under

lease arrangements.

MetrogleraorMs’ egndsppgdfiMfitem

ANNUAL REPORT 2018

22

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. FINANCIAL PERFORMANCE

2.1 SEGMENT INFORMATION

Operating segments of the Group at 31 March 2018 have been determined based on financial information that is

regularly reviewed by the Board in conjunction with the Chief Executive Officer and Chief Financial Officer, collectively

known as the Chief Operating Decision Maker for the purpose of allocating resources, assessing performance and

making strategic decisions.

Substantially all of the Group’s revenue is derived from the sale of glass and related products and services. Following the

acquisition of AGG on 1 September 2016 the Group now operates in two geographic segments.

AGG was acquired on 1 September 2016. Results for the Australia segment for the period to 31 March 2017 includes

7 months of ownership, and the period to 31 March 2018 includes 12 months of ownership.

Group costs consist of insurance, professional services, director fees and expenses, listing fees and share incentive scheme

costs.

Significant items related to CEO departure and recruitment costs in 2018 and one-off costs related to the acquisition of

Australian Glass Group in 2017.

CONSOLIDATED 2018

New Zealand

$’000

Australia

$’000

Eliminations

& Other

$’000

Group

$’000

Revenue212,901 55,404 (12)268,293

Gross Profit105,463 11,711 – 117,174

Segmental EBITDA38,9445,854 – 44,798

Group Costs – – (1,478)(1,478)

Significant items – – (2,922)(2,922)

Group EBITDA40,398

Depreciation and amortisation9,704 2,694 – 12,398

EBIT29,2403,160(4,400)28,000

Segment Assets271,089 64,827 (35,129)300,787

Segment Non-current Assets (excluding Deferred tax assets)174,718 53,141 – 227,859

Segment Liabilities31,886 47,472 61,093 140,451

CONSOLIDATED 2017

New Zealand

$’000

Australia

$’000

Eliminations &

Other

$’000

Group

$’000

Revenue213,830 30,488 – 244,318

Gross Profit106,543 8,640 – 115,183

Segmental EBITDA41,407 4,688 – 46,095

Group Costs – – (1,212)(1,212)

Significant items – – (987)(987)

Group EBITDA43,896

Depreciation and amortisation9,517 1,486 – 11,003

EBIT31,890 3,202 (2,199)32,893

Segment Assets264,693 61,240 (30,731)295,202

Segment Non-current Assets (excluding Deferred tax assets)173,711 47,034 – 220,745

Segment Liabilities31,121 44,403 63,183 138,707

23

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2.2 REVENUE

Accounting Policy

Revenue comprises the value of the consideration received for the sale of goods and services, net of Goods and Services

Tax, rebates and discounts and after eliminating sales within the Group.

Sales of goods

The Group operates a network of processing and retail branches for the provision and assembly of customised glass

products. Sales of goods are recognised when a Group entity has delivered glass products to the customer, the customer

has accepted the products and collectability of the related receivables is reasonably assured.

Sales of services

The Group provides glazing services throughout the Metro Performance Glass branch network. For sales of glazing services,

revenue is recognised in the accounting period in which the services are rendered, by reference to stage of completion of

the specific transaction and assessed on the basis of the actual service provided as a proportion of the total services to

be provided.

2.3 OPERATING EXPENDITURE

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Raw materials and consumables used74,703 69,616

Employee benefit expense95,999 81,173

Subcontractor cost6,200 6,618

Depreciation and amortisation12,39810,945

Transportation and logistics10,861 9,338

Operating lease payments10,020 8,437

Advertising2,301 1,894

Other expenses24,88922,417

Total cost of sales, distribution and glazing related expenses, selling and marketing

expenses, and administration expenses237,371210,438

Other expenses in 2018 includes $0.8m of additional cost due to spikes in New Zealand electricity pricing (now hedged) and

$1.2m consultancy costs associated with the strategic review and manufacturing improvement projects.

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Audit and review of financial statements

Audit and review of financial statements - PwC296326

Other services performed by PwC

Tax compliance and advice–30

Agreed-upon procedures relating to covenant compliance certificate and annual report115

Share Scheme advice4 11

Executive reward services16 52

327424

NO-GAP OGFAGNICLOPRMITTPMENE-OB

ANNUAL REPORT 2018

24

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2.4 SIGNIFICANT ITEMS

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

CEO departure and recruitment costs2,922 –

AGG acquisition costs–

987

Total significant items before taxation2,922 987

Tax benefit on above items(818)–

Tax adjustments relating to prior periods–

981

Total significant items after taxation2,104 1,968

Additional detail on CEO departure and recruitment costs can be seen in the CEO Remuneration note on page 61.

AGG acquisition costs relate to one-off expenses associated with the acquisition of Australian Glass Group, which were not tax deductible.

Tax adjustments relating to prior periods comprise tax adjustments relating to IPO expenses and the finalisation of prior year tax

positions.

2.5 EARNINGS PER SHARE

Basic

Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average number of ordinary shares

outstanding during the period.

CONSOLIDATEDCONSOLIDATED

20182017

Profit after tax ($’000)16,27819,367

Weighted average number of ordinary shares outstanding (‘000s)185,378 185,066

Basic Earnings per share (cents per share)8.8 10.5

Diluted

Diluted Earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion

of all dilutive potential ordinary shares.

CONSOLIDATEDCONSOLIDATED

20182017

Weighted average number of ordinary shares outstanding (‘000s)185,378 185,066

Adjusted for share options (‘000s)–2,323

Weighted average number of ordinary shares for diluted earnings per share (‘000s)185,378187,389

Diluted Earnings per share (cents per share)8.810.3

Net Tangible Assets

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Net Tangible assets 849(7,208)

Shares on issue at end of period (in thousands)185,378 185,066

Net tangible assets per share (cents per share)0.46(3.89)

Net Tangible Assets consist of Net Assets less Intangible Assets

25

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. WORKING CAPITAL

3.1 TRADE AND OTHER RECEIVABLES

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Trade receivables41,412 43,420

Provision for doubtful trade receivables(995)(978)

40,41742,442

Bad and doubtful trade receivables

The Group extends credit to its customers based on an assessment of credit worthiness. Terms differ by customer and

may extend to 60 days past invoice date. A portion of the Group’s receivables are also subject to contractual retentions

which can last up to and exceed 12 months. At balance date, a portion of trade receivables are past due as defined by the

applicable credit terms.

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

The ageing profile of debtors follows:

Current24,786 27,159

30 - 59 days8,100 8,096

60 - 89 days1,187 1,225

90 days and later7,339 6,940

41,412 43,420

The ageing profile above does not necessarily reflect whether an amount is past due and impaired as customer credit terms

vary and a significant amount of the aged receivable represents contractual retentions.

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Movements in the provision for impairment of receivables are as follows:

Opening balance978 1,654

Provision for impairment recognised during the year407(110)

Receivables written off during the year as uncollectable(390)(566)

Balance at end of year995978

Amounts are generally written off when there is no expectation of recovering additional cash or consideration.

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

The ageing profile of debtors ‘past due but not impaired’ is as follows:

Current––

30 - 59 days3,978 3,317

60 - 89 days1,095 1,085

90 days and later4,260 3,358

9,333 7,760

NO-GAP OGFAGNICLOPRMITTPMENE-OB

ANNUAL REPORT 2018

26

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Estimates and judgements:

Allowance for doubtful debts

Receivables are reduced by an allowance for amounts that may become uncollectable in the future. Collections and

payments from our customers are continuously monitored and a provision for doubtful debts is maintained based upon our

historical experience and any specific customer collection issues that we have identified.

Accounting Policy

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for

estimated uncollectable amounts. The carrying amount of the asset is reduced through the use of an allowance account,

and the amount of the loss is recognised in the statement of comprehensive income within ‘Administration expenses’.

Individual debtor accounts are reviewed for impairment and a provision is raised based on management’s best estimate of

recoverability.

Credit Risk

Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial

institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables and committed

transactions and is managed at Group level.

3.2 INVENTORIES

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Raw materials, primarily flat glass stock-sheets20,312 19,639

Work in progress3,219 2,777

23,531 22,416

The cost of inventories recognised as an expense and included in ‘Cost of sales’ amounted to $74.7m.

Accounting Policy

Raw materials and stock, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost

comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the

latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the

basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary course of business less

the estimated costs of completion and the estimated costs necessary to make the sale.

3.3 TRADE AND OTHER PAYABLES

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Trade accounts payable20,59417,696

Employee entitlements8,8936,526

Goods and services tax payable1,193 1,387

Other interest accruals411 284

Management incentive accrual240 921

31,33126,814

Trade accounts payable increased across the Group on improved terms for purchases of glass and imported consumables

and also included final capital payments post commissioning.

Employee entitlements at 31 March 2018 included a net payable of $1.4m relating to CEO departure comprising $2.7m

payable in respect of CEO departure and recruitment costs, offset by $1.3m receivable relating to management incentive

plan shares (refer Note 5.2).

27

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Trade and other payables

These amounts represent

liabilities for goods and

services provided to the Group

prior to the end of the financial

period which are unpaid. The

carrying amount represents

fair value due to their short

term nature.

Employee Entitlements

Liabilities for wages and

salaries, including non-

monetary benefits, annual leave

and lieu leave are recognised in

‘Trade and other payables’ in

respect of employees’ services

up to the reporting date and

are measured at the amounts

expected to be paid when the

liabilities are settled. Liabilities

for non-accumulating sick

leave are recognised when the

leave is taken and measured at

the rates paid or payable.

The Group recognises a liability

and an expense for bonuses on

a formula that takes into

consideration the profit

attributable to the Group’s

shareholders. The Group

recognises a provision where

contractually obliged or where

there is a past practice that

has created a constructive

obligation.

3.4 FINANCIAL

INSTRUMENTS

The Group’s activities expose it

to a variety of financial risks:

market risk (including currency

risk, fair value interest rate

risk, cash flow interest rate

risk), credit risk and liquidity

risk. The Group’s overall

financial risk management is

carried out by a central finance

function (the head office

finance team) under policies

approved by the board of

directors. The head office

finance team focuses on the

unpredictability of financial

markets and identifies,

evaluates and seeks to hedge

financial risks in close co-

operation with the Group’s

operating units to minimise

potential adverse effects on

the financial performance of

the Group.

The board approves policies

covering foreign exchange risk,

interest rate risk and credit

risk. The Group uses derivative

financial instruments such as

foreign exchange contracts

and interest rate swaps to

hedge certain risk exposures.

The Group uses different

methods including sensitivity

analysis in the case of interest

rate, foreign exchange and

other price risks and aging

analysis for credit risk to

measure risk.

Derivatives

The Group holds derivative

financial instruments to hedge

its foreign currency. The Group

has designated forward

exchange contracts and

interest rate swaps as cash

flow hedge instruments.

Cash flow hedges - forward

exchange contracts and

interest rate swaps

Cash flow hedge instruments

hedge the exposure to

variability in cash flows that (i)

is attributable to a particular

risk associated with a

recognised asset or liability or

a highly probable forecast

transaction and (ii) could affect

profit or loss.

The fair value of financial

instruments traded in active

markets by the Group is based

on the current bid price and for

financial liabilities is the current

ask price.

At 31 March 2018 all financial

instruments measured at fair

value (interest rate swaps and

forward exchange contracts)

were valued using valuation

techniques where all significant

inputs were based on

observable market data.

Accordingly they are

categorised as level 2.

Specific valuation techniques

used to value the Group’s

financial instruments are as

follows:

• The fair value of forward

foreign exchange contracts

is determined using forward

exchange rates at the

balance sheet date, with the

resulting value discounted

back to present value.

• The fair value of interest

rate swap contracts is

determined using forward

interest rates at the

balance sheet date, with the

resulting value discounted

back to present value.

These fair values are based

on valuations provided by the

ANZ Banking Group as at

31 March 2018.

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

28

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Financial Instruments by category

CONSOLIDATED

Loans and

receivables

$’000

Derivatives used

for hedging

$’000

Total

$’000

31 March 2018

Assets as per statement of financial position

Cash and cash equivalents360–360

Derivatives - foreign exchange contracts–––

Derivatives - interest rate swaps–––

Trade and other receivables40,417–40,417

Balance at 31 March 201840,777–40,777

31 March 2017

Assets as per statement of financial position

Cash and cash equivalents1,620– 1,620

Derivatives - foreign exchange contracts– – –

Derivatives - interest rate swaps– – –

Trade and other receivables42,442 – 42,442

Balance at 31 March 201744,062– 44,062

CONSOLIDATED

Liabilities at

amortised cost

$’000

Derivatives used

for hedging

$’000

Total

$’000

31 March 2018

Liabilities as per statement of financial position

Cash and cash equivalents

3,857 – 3,857

Trade and other payables excluding non-financial liabilities29,313 – 29,313

Provisions4,214 – 4,214

Derivatives - foreign exchange contracts – 304 304

Derivatives - interest rate swaps – 930 930

Interest bearing liabilities90,818 – 90,818

Balance at 31 March 2018128,202 1,234 129,436

31 March 2017

Liabilities as per statement of financial position

Cash and cash equivalents

1,372 – 1,372

Trade and other payables excluding non-financial liabilities24,588 – 24,588

Provisions4,406 4,406

Derivatives - foreign exchange contracts – 481 481

Derivatives - interest rate swaps – 900 900

Interest bearing liabilities94,736 – 94,736

Balance at 31 March 2017125,102 1,381 126,483

29

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Accounting policy

On initial designation of a derivative as a cash flow heding instrument, the Group formally documents the relationship

between the hedging instrument and hedged item, including the risk management objectives and strategy in undertaking

the hedge transaction. Documentation includes the nature of the risk being hedged, together with the methods that will be

used to assess the hedging instrument’s effectiveness. The Group also documents its assessment, both at the inception of

the hedge relationship as well as on an ongoing basis, of whether the hedging instruments are expected to be highly

effective in offsetting the changes in cash flows of the respective hedged items.

The effective portion of the changes in the fair value of derivatives that are designated and qualify as cash flow hedges, is

recognised in other comprehensive income and presented in the hedging reserve in equity. The gain or loss relating to the

ineffective portion is recognised immediately in the profit or loss section of the statement of comprehensive income.

Foreign exchange risk

Foreign exchange risk arises when future commercial transactions and purchases of recognised assets are denominated in

a currency that is not NZD which is the company’s functional currency. Approximately 95% of annual flat sheet glass raw

materials are purchased in foreign currencies, being United States Dollar (USD), Euro (EUR) and Australian Dollar (AUD). In

accordance with the Company Treasury policy, foreign exchange risk is managed prospectively out over a period to a

maximum period of 12 months with allowable limits of coverage up to 100% over the 6 month term, reducing to 50% up to

the 12 month term. Where deemed acceptable by the directors, coverage can be extended out over a longer period.

Exposure to foreign exchange risk

CONSOLIDATED

AUD

NZ$’000

USD

NZ$’000

EUR

NZ$’000

31 March 2018

Cash and cash equivalents(3,857)––

Trade receivables8,345 ––

Trade accounts payable(5,359)(3,216)(1,104)

Balance at 31 March 2018(871)(3,216)(1,104)

31 March 2017

Cash and cash equivalents1,620 – –

Trade receivables9,452 – –

Trade accounts payable(4,934)(2,474)(756)

Balance at 31 March 20176,138 (2,474)(756)

Cash flow hedge reserve movement shown in the statement of comprehensive income reflects the tax affected change in

fair value of forward foreign exchange currency contracts during the reporting period.

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

30

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Sensitivity analysis

The following table details the Group’s sensitivity to a 10% strengthening/weakening of the New Zealand dollar (NZ$) against

the following currencies at the reporting date. The table shows the (decrease)/increase in profit or loss and equity as a

result of the 10% movements. The analysis assumes that all other variables, in particular interest rates, remain constant.

The same basis has been applied for all periods presented.

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Profit or loss

10% strengthening of the NZ$ against:

AUD79 (558)

USD292 225

EUR100 69

10% weakening of the NZ$ against:

AUD(97)682

USD(357)(275)

EUR(123)(84)

Equity

10% strengthening of the NZ$ against:

USD(1,668)(2,042)

EUR(593)(367)

10% weakening of the NZ$ against:

USD2,038 2,495

EUR725 449

Profit or loss movements are mainly attributable to the exposure outstanding on USD trade payables at the end of the

reporting period. Equity movements are the result of changes in fair value of derivative instruments designated as hedging

instruments in cash flow hedges.

Commodity cost risk

The primary raw material used by the Group is flat glass which is imported from suppliers around the world. While there are

numerous manufacturers of flat sheet glass, the Group is exposed to commodity price risk and therefore manages access

to supply through close relationships with suppliers. Cost is an important variable in the determination of supply, and the

Group is clearly exposed to changes in the cost of glass.

31

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. LONG TERM ASSETS

4.1 PROPERTY, PLANT AND EQUIPMENT

CONSOLIDATED 2018

Plant &

equipment

$’000

Furniture,

fittings &

equipment

$’000

Motor

Vehicles

$’000

Total

$’000

Opening balance

Cost59,681 2,833 11,482 73,996

Accumulated depreciation(12,385)(1,231)(3,338)(16,954)

Net book value at 1 April 201747,296 1,602 8,144 57,042

Additions18,996196 1,328 20,520

Disposals(117)–(199)(316)

Depreciation expense(5,922)(706)(1,999)(8,627)

Foreign exchange impact(231)–(16)(247)

Closing net book value at 31 March 201860,022 1,092 7,258 68,372

Represented by:

Cost77,765 3,027 12,450 93,242

Accumulated depreciation(17,743)(1,935)(5,192)(24,870)

Net book value at 31 March 201860,022 1,092 7,258 68,372

CONSOLIDATED 2017

Plant &

equipment

$’000

Furniture,

fittings &

equipment

$’000

Motor

Vehicles

$’000

Total

$’000

Opening balance

Cost46,864 2,193 8,058 57,115

Accumulated depreciation(6,701)(702)(1,715)(9,118)

Net book value at 1 April 201640,163 1,491 6,343 47,997

Additions12,880 648 3,543 17,071

Disposals(54)–(81)(135)

Depreciation expense(5,666)(537)(1,657)(7,860)

Foreign exchange impact(27)–(4)(31)

Closing net book value at 31 March 201747,296 1,602 8,144 57,042

Represented by:

Cost59,681 2,833 11,482 73,996

Accumulated depreciation(12,385)(1,231)(3,338)

(16,954)

Net book value at 31 March 201747,296 1,602 8,144 57,042

NO-GAP OGFAGNICLOPRMITTPMENE-OB

ANNUAL REPORT 2018

32

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Estimates and Judgements

Economic lives of intangible assets and property, plant and equipment

Property, plant and equipment are long-lived assets that are amortised/depreciated over their useful lives.

Accounting Policy

All property, plant and equipment is stated at historical cost less depreciation and impairment. Historical cost includes

expenditure that is directly attributable to the acquisition of the items.

Land is not depreciated. Depreciation of property, plant and equipment is calculated using the straight line value method to

allocate the cost of the assets over their expected useful lives. The rates are as follows:

Depreciation

Rate

Depreciation

Basis

Leasehold Improvements7.5-15%SL

Plant and equipment7.5-15%SL

Motor Vehicles12-20%SL

Furniture, fixtures and fittings20-25%SL

4.2 INTANGIBLE ASSETS

CONSOLIDATED 2018

Customer

relationships

$’000

Goodwill on

acquisitions

$’000

Computer

software

$’000

Total

$’000

Opening balance

Cost13,063 149,198 7,995 170,256

Accumulated amortisation(4,122)–(2,431)(6,553)

Net book value at 1 April 20178,941 149,198 5,564 163,703

Additions–53 537 590

Disposals––––

Amortisation expense(1,875)–(1,896)(3,771)

Foreign exchange impact(54)(906)(75)(1,035)

Closing net book value at 31 March 20187,012 148,345 4,130 159,487

Represented by:

Cost13,002 148,345 8,447 169,794

Accumulated amortisation(5,990)–(4,317)(10,307)

Net book value at 31 March 20187,012 148,345 4,130 159,487

33

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
CONSOLIDATED 2017

Customer

relationships

$’000

Goodwill on

acquisitions

$’000

Computer

software

$’000

Total

$’000

Opening balance

Cost10,875 116,389 3,868 131,132

Accumulated amortisation(2,417)– (972)(3,389)

Net book value at 1 April 20168,458 116,389 2,896 127,743

Additions2,188 32,809 4,127 39,124

Disposals– – – –

Amortisation expense(1,695)– (1,448)(3,143)

Foreign exchange impact(10)– (11)(21)

Closing net book value at 31 March 20178,941 149,198 5,564 163,703

Represented by:

Cost13,063 149,198 7,995 170,256

Accumulated amortisation(4,122)–(2,431)(6,553)

Net book value at 31 March 20178,941 149,198 5,564 163,703

Estimates and judgements: Goodwill

The Group tests at least annually whether goodwill has suffered any impairment. The recoverable amounts of cash-

generating units have been determined based on value-in-use calculations. These calculations require the use of estimates.

Impairment tests for goodwill

Post the acquistion of AGG segments have been classified as being New Zealand and Australia aligning with the way our

business is reviewed. Goodwill is allocated as follows:

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

New Zealand116,799 116,798

Australia31,546 32,400

148,345 149,198

This calculation uses pre-tax cash flow projections based on financial budgets approved by management covering a

five-year period. Cash flows beyond the five-year period are extrapolated using estimated long term growth rates. Key

assumptions used based on management’s knowledge of the market are as follows:

CONSOLIDATEDCONSOLIDATED

20182017

Compound annual volume growth - 5 years1.0%7.9%

Long term growth rate2.5%2.8%

Discount rate9.5%9.0%

The Company has lowered its expectation of volume growth in the coming five years, primarily reflecting a more conservative

view on the strength of the New Zealand construction cycle.

Sensitivity analyses performed by management indicate no impairment through reasonable changes to the above assumptions.

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

34

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Accounting Policy

Goodwill

Goodwill represents the excess

of the consideration paid for

an acquisition over the fair

value of the Group’s share of

the net identifiable assets of

the acquired subsidiary at the

date of acquisition. Any goodwill

arising on acquisitions of

subsidiaries is included in

intangible assets. Goodwill

acquired in business

combinations is not amortised.

Instead, goodwill is tested for

impairment annually, or more

frequently if events or changes

in circumstances indicate that

it might be impaired, and is

carried at cost less

accumulated impairment

losses. Gains and losses on the

disposal of an entity include

the carrying amount of goodwill

relating to the entity sold.

The carrying value of goodwill is

compared to the recoverable

amount, which is the higher of

value in use and the fair value

less costs of disposal. Any

impairment is recognised

immediately as an expense and

is not subsequently reversed.

For the purposes of

impairment testing, goodwill

acquired in a business

combination is allocated to

each group of the cash

generating units that is

expected to benefit from the

synergies of the combination.

Each unit to which the goodwill

is allocated represents the

lowest level within the entity at

which the goodwill is monitored

for internal management

purposes.

Computer software

Acquired computer software

licences are capitalised on the

basis of the costs incurred to

acquire and bring to use the

specific software. Costs that

are directly associated with the

production of identifiable and

unique software products

controlled by the Group are

recognised as intangible assets

when management intends to

use the software and

anticipate it will generate

probable future economic

benefits.

Directly attributable costs that

are capitalised as part of the

software product include the

software development

employee costs and an

appropriate portion of relevant

overheads.

Amortisation of computer

software is calculated on a

straight line basis over a useful

life of 4 years.

Contractual customer

relationships

Contractual customer

relationships acquired in a

business combination are

recognised at fair value at

the acquisition date. The

contractual customer

relationships acquired are

estimated to have a finite

useful life and are carried at

cost less accumulated

amortisation. Amortisation is

calculated on a straight-line

method over the expected life,

being 10 years of the customer

relationship in New Zealand and

5 years in Australia.

35

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. DEBT & EQUITY

5.1 INTEREST BEARING LIABILITIES

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Bank borrowings90,818 94,736

Bank overdraft3,8571,372

94,67596,108

Bank borrowings are secured by a first-ranking composite general secuity deed. The Group’s bank borrowing facilities

comprise a syndicated term loan facility of $125m negotiated on 31 August 2016 for a 3 year term as well as overdraft and

bank guarantees totalling $16.382m. The Group complied with all covenants throughout the year.

(A) Assets pledged as security

The bank loans are secured under both a General Security Deed and Specific Security Deed which results in registered

charges over assets of the Group. In addition there are positive and negative pledge undertakings by the Company.

(B) Fair value

The carrying value of the Group’s bank borrowings also represents the fair value of the borrowings due to management’s

assessment that the interest rates approximate the market interest rate for a commercial loan of a comparable

lending period.

The table below sets out an analysis of the movements in borrowings due after one year.

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Opening balance at 1 April94,73650,000

Cashflows(3,000)44,736

Foreign exchange adjustments(918)–

Other non-cash movements––

Closing balance at 31 March90,818 94,736

Accounting policy

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured

at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is expensed

in the statement of comprehensive income over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability

for at least 12 months after the statement of financial position date.

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

36

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding

through an adequate amount of committed credit facilities and the ability to close-out market positions.

In addition to cash reserves, the Group negotiated a syndicated credit facility with banking partners in August 2016. As at

31 March 2018 the Group was in overdraft to $3.857m. Information in respect of negotiated credit facilities is shown below.

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Committed credit facilities pursuant to syndicated facility141,382 141,565

Drawdown at balance date(95,591)(99,376)

Available credit facilities45,791 42,189

The table below analyses both of the Group’s non-derivative financial liabilities and derivative financial liabilities into relevant

maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. Derivative

financial liabilities are included in the analysis if their contractual maturities are essential for an understanding of cash flows.

CONSOLIDATED 2018

Less than

1 year

$’000

Between

1 and 2 years

$’000

Between

2 and 5 years

$’000

> 5 years

$’000

Total

$’000

Bank borrowings and interest owing6,98691,957––98,943

Interest rate swap11443476–930

Foreign exchange contracts304 –––304

Trade accounts payable20,594–––20,594

Total at 31 March 201827,89592,400476–120,771

CONSOLIDATED 2017

Less than

1 year

$’000

Between

1 and 2 years

$’000

Between

2 and 5 years

$’000

> 5 years

$’000

Total

$’000

Bank borrowings and interest owing4,4042,74995,888– 103,041

Interest rate swap257 257 387 – 901

Foreign exchange contracts481 – – – 481

Trade accounts payable17,696 – – – 17,696

Total at 31 March 201722,8383,00696,275– 122,119

Interest rate risk

The Group’s interest rate risk arises from borrowings. Borrowings issued at variable rates expose the Group to cash flow

interest rate risk. During the period the Group’s borrowings at variable rates were denominated in both New Zealand and

Australian dollars. If interest rates in New Zealand and Australia increased by 10% the impact would be additional cost of

$272k and a subsequent decrease of $272k if rates decreased by 10%. (2017 interest rate increase of 10% would have

resulted in additional costs of $275k and a subsequent decrease of $275k if rates decreased by 10%)

The Group adopts a policy of ensuring that its exposure to changes in interest rates on borrowings is on a fixed-rate basis

by entering into interest rate swaps.

37

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5.2 CONTRIBUTED EQUITY

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Opening balance304,950 304,587

Payments received on management incentive plans1,703363

Closing balance306,653304,950

On 29 July 2014, Metro Performance Glass received gross proceeds of $244.2 million from the allotment of 143,668,486

ordinary shares at an issue price of $1.70 per share, offered under the Investment Statement and Prospectus dated 7 July

2014 (amended 15 July 2014) for the Initial Public Offering (IPO) of ordinary shares in Metro Performance Glass. Additionally

36,646,730 ordinary shares were issued in exchange for 113,811,147 shares in Metroglass Holdings Limited at an issue price

of $1.70 per share. Additionally, as part of the then long term incentive plan 4,714,784 ordinary shares were issued to

management and these vested on 29 July 2015. Payments received on management incentive plan shares relates to net

proceeds received or receivable from management under this scheme.

On 21 February 2017, Metroglass launched an employee share purchase scheme for New Zealand employees. This Scheme

enabled participants to purchase either $1,000 or $2,000 worth of Metroglass shares at a 50% discount to market value

Shares are held in trust on behalf of the participants for a minimum three year holding period until the vesting date of

21 February 2020. Vesting conditions include ongoing employment with the Company as at the vesting date. The Company

has provided participants with interest free loans to fund the participant contribution (being 50%) towards the acquisition

of the shares, which is to be repaid over the three year holding period In aggregate, 348,086 shares were issued under this

Scheme on 21 February 2017 at an issue price of $1.54

Long Term Incentive Plans

The Group currently has a long term incentive plan for selected employees. The plan participants are members of the senior

leadership team and other selected senior managers.

The plan is designed to secure those employees’ retention in Metro Performance Glass and to reward performance that

underpins the achievement of Metro Performance Glass’ business strategy and long term shareholder wealth creation.

Participants are offered an annual award of a specified number of both performance rights and share options in Metro

Performance Glass (in accordance with the plan rules).

The performance rights enable participants to acquire shares in Metro Performance Glass with no consideration payable,

subject to Metro Glass achieving set performance hurdles and meeting certain vesting conditions.

The share options enable participants to acquire shares in Metro Performance Glass at a market based exercise price,

subject to Metro Glass achieving set performance hurdles and meeting certain vesting conditions.

In the event that the respective performance hurdles are not met on the vesting date, retesting will be permitted after

a further six and twelve months from the measurement date.

The below share options and performance share rights have been issued.

Date IssuedNumber of OptionsNumber of PSROptions Exercise PriceVesting Date

7-Dec-15822,159120,791$1.607-Dec-17

10-Jun-16706,663169,872$1.7310-Jun-19

25-May-171,584,696396,172$1.3525-May-20

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

38

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Accounting policy

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or acquiring its own shares are shown in equity as a

deduction, net of tax, from the proceeds.

Dividends

Provision is made for the amount of any dividend declared on or before the end of the financial year but not distributed at

balance date.

Dividend distribution to the Group shareholders is recognised as a liability in the Group’s financial statements in the period

in which the dividends are declared by the Board.

Metro Performance Glass paid fully imputed dividends of 7.6 cents per share in 2018 (7.6 cents per share in 2017).

CAPITAL RISK MANAGEMENT

The Group and the parent entity’s objectives when managing capital are to safeguard their ability to continue as a going

concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain

an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,

return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group monitors capital on the basis of the gearing ratio. The Group gearing ratio at 31 March 2018 was as follows:

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Bank borrowings90,818 94,736

Less: cash and cash equivalents(360)(1,620)

Plus: bank overdraft3,8571,372

Net debt94,315 94,488

Equity160,336 156,495

Gearing ratio37.0%37.6%

39

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. OTHER

6.1 INCOME TAXATION

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Profit before income taxation23,33428,927

Income taxation expense at the Group’s effective tax rate6,5618,152

Tax effect of non-deductible items215 429

Non assessable income–(2)

Prior year adjustment280 981

Income tax expense7,0569,560

Represented by:

Current taxation7,3819,149

Deferred taxation(325)411

7,0569,560

Imputation Credit Account

The amount of imputation credits at balance date available for future distributions is $6.8m at 31 March 2018, $5.7m at

31 March 2017.

6.2 DEFERRED TAXATION

Consolidated deferred tax assets and liabilities are attributable to the following;

CONSOLIDATED

2018

Assets

$’000

Liabilities

$’000

Net

$’000

Property, plant & equipment–(1,006)(1,006)

Inventory and receivables74 –74

Cash flow hedge346 –346

Intangibles–(2,508)(2,508)

Provisions and accruals2,663–2,663

3,083(3,514)(431)

CONSOLIDATED

2017

Assets

$’000

Liabilities

$’000

Net

$’000

Property, plant & equipment– (973)(973)

Inventory and receivables64 – 64

Cash flow hedge387 – 387

Intangibles77 (3,212)(3,135)

Provisions and accruals2,967 (9)2,958

3,495 (4,194)(699)

NO-GAP OGFAGNICLOPRMITTPMENE-OB

ANNUAL REPORT 2018

40

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Movement in temporary differences during the year;

CONSOLIDATED 2018

Opening

Balance

$’000

Arising on

acquisition

$’000

Recognised in

profit or loss

$’000

Recognised

in OCI

$’000

Balance

31 Mar 2018

$’000

Property, plant & equipment(973)–(42)9(1,006)

Inventory and receivables64 –11(1)74

Cash flow hedge387 ––(41)346

Intangibles(3,135)–603 24(2,508)

Provisions and accruals2,958 –(247)(48)2,663

(699)–325 (57)(431)

CONSOLIDATED 2017

Opening

Balance

$’000

Arising on

acquisition

$’000

Recognised in

profit or loss

$’000

Recognised

in OCI

$’000

Balance

31 Mar 2018

$’000

Property, plant & equipment(388)(339)(246)– (973)

Inventory and receivables84 22 (42)– 64

Cash flow hedge805 – – (418)387

Intangibles(2,610)(942)417 – (3,135)

Provisions and accruals1,826 1,672 (540)– 2,958

(283)413 (411)(418)(699)

Acccounting Policy

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit and loss, except to the extent

that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also

recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the statement

of financial position date.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of

assets and liabilities and their carrying amounts in the financial statements. However, deferred income tax is not accounted

for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the

time of the transaction affects neither accounting nor taxable profit or loss. No deferred tax liability was recognised on

initial recognition of goodwill. Deferred income tax is determined using tax rates (and laws) that have been enacted or

substantively enacted by the statement of financial position date and are expected to apply when the related deferred

income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available

against which the temporary differences can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets

against current tax liabilities and when the deferred income tax assets and liabilities relate to income tax levied by the same

taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the

balances on a net basis.

41

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6.3 GROUP RESERVES

Group Reorganisation Reserve

Upon acquisition of Metroglass Holdings Limited in July 2014, the assets and liabilities acquired were measured at their

pre-combination carrying amounts without fair value uplift. The difference between the consideration transferred and the

carrying value of the assets and liabilities acquired was recorded in the group reorganisation reserve.

Accounting Policy

Where an acquisition occurs through group reorganisation, the identifiable assets and liabilities acquired are measured at

their pre-combination carrying amounts without fair value uplift. No new goodwill is recorded. Any difference between the

consideration transferred and the carrying value of the assets and liabilities acquired is recorded in equity.

Share Based Payments Reserve

The Group currently has a long term incentive plan for selected employees. The reserve is used to record the accumulated

value of the plan which has been recognised in the statement of comprehensive income.

Accounting Policy

The long term incentive plan is an equity settled share based payment which provides eligible employees with the

opportunity to acquire shares in the Group. The fair value of shares granted is recognised as an employee benefit expense

with a corresponding increase in equity. The fair value is measured at grant date and recognised over the vesting period.

The fair value of the plan has been assessed by an independent valuer.

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Share based payments reserve

Balance at beginning of period

381 50

Movement in share based payments reserve374 331

Closing Balance755 381

6.4 RELATED PARTY TRANSACTIONS

Subsidiaries

The Group’s principal subsidiaries at 31 March 2018 are set out below. Unless otherwise stated, they have share capital

consisting solely of ordinary shares that are held directly by the group, and the proportion of ownership interest held equals

the voting rights held by the group. The country of incorporation or registration is also their principal place of business.

Name of entityCountry of incorporation2018 Interest2017 Interest

Metropolitan Glass & Glazing LimitedNew Zealand100%100%

Metroglass Finance LimitedNew Zealand100%100%

Australian Glass Group (Holdings) Pty LimitedAustralia100%100%

Australian Glass Group Finance Company Pty LimitedAustralia100%100%

Directors

The names of persons who were directors of the Company at any time during the financial period are as follows: Sir John

Goulter, Russell Chenu, Nigel Rigby, Willem Roest, Gordon Buswell, Peter Griffiths, Angela Bull and Rhys Jones.

Angela Bull was appointed on 5 May 2017. Rhys Jones was appointed on 29 March 2018. Sir John Goulter resigned on

20 November 2017. Nigel Rigby resigned on 31 March 2018 and was entitled to $2.7m as noted in the compensation

note below.

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

42

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Key management and Board of Directors compensation

Key management are members of the Executive Team. The compensation paid to key management for employee service is

shown below; this has increased during the year due to internal promotions broadening the membership of the senior

leadership team and the full year impact of AGG.

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Salaries and other short-term employee benefits3,009 2,090

Management incentive290 457

Share based payments269 262

Post employment benefit2,731–

6,2992,809

Board of Directors’ compensation

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Directors fees595 505

595 505

6.5 CONTINGENCIES

As at 31 March 2018 the Group had no contingent liabilities or assets.

6.6 COMMITMENTS

Lease commitments; as lessee.

Operating leases

The Group leases all premises. The lease terms for operating leases held over property are between 3 and 15 years, and give

the Group the right to renew the leases subject to a mutual redetermination of the lease rental by the lessee and lessor

based on an independent third party market rent review. There are no options to purchase in respect of plant and

equipment held under operating leases.

CONSOLIDATEDCONSOLIDATED

2018

$’000

2017

$’000

Commitments for minimum lease payments in relation to

non-cancellable operating leases are payable as follows:

Within one year9,4358,930

One to two years8,8918,211

Two to five years15,07816,855

Beyond five years22,226 20,396

Commitments not recognised in the financial statements55,63054,392

Accounting Policy

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as

operating leases. Payments made under operating leases (net of any incentives received from the lessor) are expensed

on a straight-line basis over the period of the lease.

6.7 SUBSEQUENT EVENTS

Subsequent to 31 March 2018, the Board has resolved to pay a final dividend of 3.8 cents per share (fully imputed).

The dividend will be paid on 24 July 2018 to all shareholders on the company’s register as at 5.00pm, 9 July 2018.

43

METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2018

44

PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s report

To the shareholders of Metro Performance Glass Limited

The consolidated financial statements comprise:

the consolidated statement of financial position as at 31 March 2018

the consolidated statement of comprehensive income for the period then ended

the consolidated statement of changes in equity for the period then ended

the consolidated statement of cashflows for the period then ended

the notes to the consolidated financial statements, which include significant accounting policies.

Our opinion

In our opinion, the consolidated financial statements of Metro Performance Glass Limited (the

Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial

position of the Group as at 31 March 2018, its financial performance and its cash flows for the period

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 (New Zealand) (ISAs

NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in theAuditor’s responsibilities for the audit of the consolidated financial

statementssection 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 Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners(PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’Code of Ethics for

Professional Accountants(IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Group in the areas of agreed upon procedures relating to

covenant compliance certificate and annual report, share scheme advice and executive reward services.

The provision of these other services has not impaired our independence as auditor of the Group.

45
PwC45

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall Group materiality: $1.2 million, which represents 5% of profit

before tax.

We chose profit before tax as the benchmark because, in our view, it is the

benchmark against which the performance of the Group is most commonly

measured by users, and is a generally accepted benchmark.

We have determined that there are two key audit matters:

Goodwill impairment assessment

Revenue recognition.

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the consolidated financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial

statements and our application of materiality. As in all of our audits, we also addressed the risk of

management override of internal controls including among other matters, consideration of whether

there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the consolidated financial statements as a whole, taking into account the structure of the

Group, the accounting processes and controls, and the industry in which the Group operates.

Key audit matters

Key audit matters are those matters that, in our professional judgment, 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.

METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2018

46

PwC

Key audit matterHow our audit addressed the key audit matter

Goodwill impairment assessment

Total goodwill at 31 March 2018 amounts

to $148.3 million and represents 49% of

total assets. Goodwill of $116.8 million

arose from the acquisition of Metro

Performance Glass (MPG) and $31.5

million from the acquisition of Australian

Glass Group (AGG).

Management utilised the value in use

methodology to estimate the value of the

cash generating units (CGUs) using

discounted cash flows and this value was

used in the impairment assessment of the

goodwill for each CGU. The determination

of the value of each CGU is complex and

includes key estimates and assumptions

made by management, particularly in the

following areas:

The determination that there are two

CGUs being the New Zealand business

and the Australian business.

(Financial Statement Note 2.1).

Expected future trading results for the

next 5 years.

The determination of the appropriate

discount rates used in the model being

a post-tax rate of 9.5% for both New

Zealand and Australia.

The estimated long-term growth rate -

management has applied a rate of

2.5% for both New Zealand and

Australia.

A sensitivity assessment was performed on

the key assumptions using reasonably

possible scenarios and assessing the

impact on the value of the CGU.

Management concluded that there was no

impairment in the carrying value of

goodwill for each of the CGU’s.

Refer to note 4.2 in the consolidated

financial statements for further

information.

We undertook the following procedures:

Considered management’s identification of CGUs

by gaining an understanding of the business and

how it is managed.

Tested the mathematical accuracy of the value in

use calculations and comparing these to the

relevant carrying value of the CGUs.

Assessed the reasonableness of the key estimates

and assumptions below by comparing:

- Revenue, gross profit margin, operating

expenses, EBITDA growth, CAPEX and

working capital to historic performance of the

CGU

- the discount rates to similar companies in the

building materials market.

- the long term growth rate to the long term

inflation forecasts.

We engaged an auditor’s expert to review the

discount rate, the carrying value, the long term

growth and the reasonableness of EBITDA used in

the model.

Performed sensitivity analysis in particular to the

growth rates, long term growth rate and the

discount rate, using reasonably possible scenarios

to see if there is any material impact on the value

of the CGUs.

Reviewed the disclosure in the financial

statements to ensure that this is compliant with

the requirements of the accounting standards.

From our procedures, no material exceptions noted.

47
PwC

Key audit matterHow our audit addressed the key audit matter

Revenue recognition

The Group’s revenue primarily consists of

the sale of goods, which totalled $268.3

million in the period to 31 March 2018,

and is the most significant item in the

Group’s financial statements and therefore

requires significant audit effort.

Additionally, there is potential for

management override of controls through

posting journal entries to revenue.

Our audit procedures included:

Evaluating the processes and controls in place over

the recording of sales revenue.

For a sample of revenue transactions throughout

the period, we obtained evidence that the

transactions were valid and recognised in the

correct financial period. We validated that the date

on which revenue was recognised was appropriate

by examining:

-The associated invoice

-The terms of the sales contract

-The relevant proof of revenue occurrence

For those transactions, we obtained a

confirmation of the amount from the

customer, or evidence that the amount was

received by the Group subsequent to period-

end.

Identifying manual journals posted to revenue

during the period and obtained evidence that

significant journals were appropriate with

reference to the applicable accounting standards.

From our procedures, no material exceptions noted.

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the consolidated financial

statements does not cover the other information included in the annual report and we do not, express

any form of assurance conclusion on the other information.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated. If, based on the work we have performed on the other information

that we obtained prior to the date of this auditor’s report, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report

in this regard.

METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2018

48

PwC

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, 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 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 NZ and ISAs 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 at 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.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which 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 and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Jonathan

Skilton.

For and on behalf of:

Chartered Accountants

24 May 2018

Auckland

49
CORPORATE GOVERNANCE AND

STATUTORY INFORMATION

Metro Performance Glass’ (Metroglass,
the Company) Board and Senior Leadership

Team (SLT) recognise the importance of

sound corporate governance and consider

it core to ensuring the creation, protection

and enhancement of shareholder value.

Together, the Board and SLT are committed

to making sure that the Company applies

and adheres to practices and principles

that ensure good governance and maintain

the highest ethical standards to protect

the interests of shareholders and all

stakeholders.

The information in this section is current as at 24 May 2018 and

has been approved by the Board of Directors of Metroglass.

Metroglass’ corporate governance framework clearly sets out

how the Board is accountable to the owners of the Company and

how it delegates responsibilities to the Chief Executive Officer

(CEO) and the SLT. This framework has been guided by the

recommendations set out in the NZX Corporate Governance Code

(the NZX Code) and the requirements set out in the NZX Main

Board Listing Rules. The Board’s view is that in the year to

31 March 2018 (reporting period), the Company’s corporate

governance practices and policies followed these

recommendations and requirements with the following exception:

• Recommendation 8.5 (Notice of Annual Shareholders Meeting).

While the 2017 Notice of Annual Shareholders Meeting was

posted more than 20 days ahead of the meeting held on

24 August 2017 in accordance with NZX Main Board Listing

Rules, it was posted less than 28 days ahead of the meeting as

recommended by the NZX Code. The Company intends to comply

with this new recommendation in the 2019 financial year.

Metroglass’ shares are also listed on the Australian Securities

Exchange (ASX) and have been granted ASX Foreign Exempt Listing

status. This status means that the ASX requires the Company to

comply with the NZX Main Board Listing Rules, but only a specific

subset of the ASX Listing Rules.

This statement reflects a summary of the Company’s corporate

governance framework, policies and procedures and how they

comply with the NZX Code. The full corporate governance

framework has been approved by the Board and is available

in the Investor Centre section of the Company’s website at

http://www.metroglass.co.nz/investor-centre/governance/

and includes:

1. Constitution

2. Code of Ethics

3. Board Charter

4. Audit and Risk Committee Charter

5. People and Culture Committee Charter

6. Share Trading Policy

7. Market Disclosure Policy

8. Diversity and Inclusion Policy.

NZX CODE: KEY PRINCIPLES

This section sets out Metroglass’ corporate governance policies,

practices and processes by reference to the NZX Code’s eight key

principles and supporting recommendations.

PRINCIPLE 1: CODE OF ETHICAL BEHAVIOUR

“Directors should set high standards of ethical behaviour,

model this behaviour, and hold management accountable for

these standards being followed throughout the organisation.”

CODE OF ETHICS

Metroglass has a Code of Ethics that establishes a framework

of standards by which the Directors, employees, contractors

and advisors of Metroglass and its related companies are

expected to carry out their responsibilities. It is not an exhaustive

list of acceptable behaviour; rather it facilitates decision-making

that is consistent with Metroglass’ values, business goals and legal

and policy obligations. It requires Metroglass’ employees to:

• Act honestly and with personal integrity in all actions

• Undertake proper receipt and use of corporate information,

assets and property

• Adhere to procedures around confidentiality, conflicts of

interest, gift giving, and whistleblowing

• Comply with all law and Metroglass policies.

The Code of Ethics also imposes a number of obligations on

Directors, including requirements that they give proper attention

to the matters before them; be up to date on their regulatory,

legal, fiduciary and ethical obligations; undertake training; manage

breaches of the Code of Ethics; and act honestly and in the best

interests of the issuer, shareholders and stakeholders and as

required by law.

Metroglass monitors compliance with the Code of Ethics through

its management processes as well as through the whistleblowing

procedures set out in the Code of Ethics and separate

Whistleblower Protection Policy. All Directors, contractors and

employees are informed of the content of the Code of Ethics prior

to commencing their role and will be informed of any subsequent

changes to the Code of Ethics. The code is reviewed at least every

two years and was last reviewed in July 2017.

SHARE TRADING POLICY

The Company’s Share Trading Policy governs trading in the

Company’s shares and any associated financial products. During

the reporting period, the only tradable instrument Metroglass had

was its NZX- and ASX-listed shares. However, if it were to issue

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

50

CORPORATE GOVERNANCE

another class of listed securities, equivalent restrictions of the
policy would apply to them. The policy applies to:

• Directors, Officers and members of the Senior Leadership Team

(SLT);

• Any employee who reports directly to a member of the SLT or

the Group Financial Controller; and

• Any other employee to whom the CEO deems the policy should

apply.

In particular, the Policy notes that:

• Buying or selling Metroglass’ shares is prohibited in the

“blackout” periods set out in the policy (these periods occur

prior to the release of the Company’s half-year and full-year

financial result releases to the market)

• Outside of a blackout period, consent must be obtained before

buying or selling Metroglass shares. This consent requires

confirmation that no material information is held.

The policy is reviewed at least every two years and was last

reviewed on 31 July 2017.

PRINCIPLE 2: BOARD COMPOSITION AND PERFORMANCE

“To ensure an effective Board, there should be a balance of

independence, skills, knowledge, experience and perspectives.”

The Board has ultimate responsibility for the strategic direction of

Metroglass and for overseeing Metroglass’ management for the

benefit of its shareholders.

Metroglass’ Constitution provides for a minimum of four Directors

and, subject to this limitation, the number of Directors to hold

office shall be fixed from time to time by the Board. At least two

Directors must be ordinarily residents of New Zealand and at least

two must be Independent Directors. The Chair of the Board cannot

be the CEO or the Chair of the Audit and Risk Committee.

The Directors bring a wide range of skills to the Board including

expertise in corporate strategy, national and international business

and financial management, sales, marketing, mergers and

acquisitions, legal, capital markets, industry experience and

corporate governance. As at 24 May 2018, the Board comprised six

Independent Directors:

• Peter Griffiths (Chair)

• Angela Bull

• Gordon Buswell

• Russell Chenu

• Rhys Jones

• Bill Roest.

Director profiles and length of service are detailed on pages 10 and

11 of this report.

BOARD CHARTER

The Board operates under a written Charter, which describes

the Board’s authority, duties, responsibilities, composition and

framework for operation. This Charter also affirms that the Board,

in performing its responsibilities, should act at all times in a

manner designed to create and build sustainable value for

shareholders and in accordance with the duties and obligations

imposed on the Board by Metroglass’ Constitution and by law.

The Charter is reviewed at least every two years and was last

reviewed on 28 April 2017.

Management of Metroglass on a day-to-day basis is undertaken

by the CEO and senior managers through a set of delegated

authorities that clearly define the CEO and senior managers’

responsibilities and those retained by the Board. The delegated

authorities are set out in Metroglass’ Board and CEO Delegated

Authority Policies. These policies are reviewed at least annually and

were last reviewed on 29 March 2018.

The Board meets its responsibilities by receiving reports and plans

from management and through its annual work programme. The

Board uses committees to address issues that require detailed

consideration. Committee work is undertaken by Directors;

however, the Board retains ultimate responsibility for the functions

of its committees and determines their responsibilities.

NOMINATION AND APPOINTMENT OF DIRECTORS:

The provisions regarding the election and retirement of Directors

are contained in the Metroglass Constitution. In the year to

31 March 2018 prospective Board members were nominated by

the Nominations Committee, which had delegated responsibility

to identify and recommend individuals to the Board and its

committees and to confirm the terms thereof in relation to such

membership.

Effective 1 April 2018, the Nominations Committee was disbanded

and its responsibilities were assumed by the existing Remuneration

Committee. This committee was renamed the ‘People and Culture

Committee’ as the Board considered this better reflected its role

going forward (see Principle 3 Board Committees below).

Metroglass strives to ensure that the Company has the right mix

of skills and experience it requires to enable it to achieve its

strategic aims in a prudent and responsible manner. The Board will

review its composition from time to time and will identify and

evaluate suitable individuals for appointment as a Director as and

when an appointment is to be made. In evaluating a candidate for

appointment as a Director, the Board will consider criteria including

the skill sets as being required at the time as well as the

individual’s experience and professional qualifications.

In considering a prospective Director, the Board also assesses the

prospective Board members’ ability to exercise sound business

judgment, their integrity and moral reputation, any potential

conflicts of interest or legal impediments to serving as a Director,

and their willingness and availability to commit the time required to

serve as an effective Director of the Company. The Company is

51

CORPORATE GOVERNANCE (CONTINUED)

assisted in arriving at these judgments with external advice and a
set of comprehensive background checks.

To support the Board in its deliberations, the Directors take into

account a skills matrix that sets out the mix of skills and diversity

of the Directors and evaluates whether the collective skills and

experience of the Directors meet Metroglass’ requirements both

now and into the future.

New Directors provide the Company with a written consent to act

as a Director and receive a formal Letter of Appointment that sets

out the Terms and Conditions of Appointment and Remuneration

Schedule. It also sets out the expectations of the Company, the

Director’s duties, responsibilities and powers, insurance and

indemnity arrangements, and rights of access to information.

All new Board members are also provided with an extensive briefing

on the Company and industry-related matters within a thorough

induction process. This induction covers topics such as: the

Company’s financial position, strategies, operations and risk

management policies. It also covers the responsibilities of key

people, policies and procedures, as well as the respective rights,

duties, responsibilities and roles of the Board, individual Directors

and senior executives.

SELECTION OF CHAIR:

The Metroglass Constitution provides that the Directors may elect

a Chairperson of the Company and also determine the period for

which the Chairperson is to hold office. Peter Griffiths is an

Independent Director and is currently the appointed Chairperson.

RETIREMENT AND RE-ELECTION:

The Company’s Constitution and NZX Main Board Listing Rules

require a newly appointed Director to stand for election at the

next Annual Shareholders’ Meeting (ASM). Peter Griffiths and

Angela Bull (appointed to the Board during the 2017/2018 financial

years) and Bill Roest (having retired by rotation) were elected as

Directors of Metro Performance Glass Limited at the Company’s

ASM on 24 August 2017. Sir John Goulter retired by rotation and

was re-elected at the meeting but subsequently retired from the

Board in November 2017. Nigel Rigby resigned his role as Executive

Director and CEO also effective 31 March 2018.

2018 Annual Shareholders’ Meeting

Rhys Jones was appointed to the Board on 1 April 2018 and must

stand for election at the 2018 ASM. In addition, Russell Chenu and

Gordon Buswell will retire by rotation and stand for re-election.

Profiles for each Director up for election will be contained in the

Notice of Meeting mailed to shareholders before the ASM and will

also be available in the Investor Centre section of the Company’s

website at http://www.metroglass.co.nz/investor-centre/

annual-shareholders-meeting.

The 2018 Annual Shareholders’ Meeting will be held on 24 August

2018 in Auckland. The time and place will be provided by notice to all

the Company’s shareholders nearer to that date.

DIRECTOR INDEPENDENCE:

Directors are considered to be independent if they are non-

executive and do not have an interest or relationship that could or

could be perceived to unreasonably influence their decisions

relating to the Company or interfere with their ability to act in the

Company’s best interests. An individual being appointed as an

Independent Director must be independent according to NZX

definitions and not have any disqualifying relationships as defined

in the Board Charter.

The Board will review any determination it makes as to a Director’s

independence on becoming aware of any information that may have

an impact on the independence of the Director. For this purpose,

Directors are required to ensure that they immediately advise the

Board of any relevant new or changed relationships to enable the

Board to consider and determine the materiality of these

relationships.

As at 24 May 2018, all six of the Directors are considered by the

Board to be Independent Directors in accordance with the NZX

Main Board Listing Rules. Information in respect of each Director’s

ownership interests are detailed on page 68 of this report.

Metroglass Directors are not formally required to own Metroglass

shares but are encouraged to do so.

DIRECTOR TRAINING:

The Company encourages Directors to continue to develop their

knowledge and skills as a Director. With the prior approval from the

Chair, Directors may attend appropriate courses or seminars for

continuing education at the Company’s cost.

BOARD, DIRECTOR AND COMMITTEE EVALUATION:

In accordance with the Board and Committee Charters, the Board

annually reviews its performance, policies and practices. It also

reviews annually the performance of each Director and Board

committees. These reviews are carried out both formally and

informally.

The last full Board performance review was completed in May 2017

with the assistance of governance services firm Propero

Consulting, and the Audit and Risk Committee was last reviewed in

February 2018. The newly formed People and Culture Committee

will undertake a review in the coming 12 months.

DIVERSITY AND INCLUSION:

Metroglass and its Board believe that an equal opportunity

workplace in which differences in gender, age, colour, race,

nationality, religion, sexual orientation, physical ability, marital

status, experience and perspective are well represented, results in

a competitive advantage and helps the Company to better connect

with its diverse set of customers and other stakeholders.

The Company believes that an ability to attract and retain a

diverse and inclusive workforce broadens the recruitment pool of

high-calibre candidates, enhances innovation and improves

business performance. Accordingly, Metroglass’ commitment to

diversity means ensuring that every individual has the chance to

MetrogleraorMs’ egndsppgdfiMfitem

ANNUAL REPORT 2018

52

CORPORATE GOVERNANCE (CONTINUED)

perform to their full potential and that no individual faces barriers or is excluded from a position, for which they are skilled
and qualified, by inappropriate systems, practices or attitudes.

A copy of the Company’s Diversity and Inclusion Policy is available in the Corporate Governance section of the Company’s

website. The Policy is reviewed at least annually and was last reviewed on 23 May 2018.

Metroglass is committed to providing an inclusive and diverse environment throughout the Company. The Company’s current

Diversity and Inclusion objectives are:

• Ensure that Metroglass’ workforce reflects the diversity of its stakeholder community

• Increase the understanding and acceptance of difference

• Ensure female candidates are identified for all Board and senior management vacancies.

In 2017 the Board approved three strategic initiatives to advance the Company’s diversity objectives in the 2018 financial

year. The table below details these initiatives and Metroglass’ progress against them.

Initiative Progress made

Survey the Company’s current workforce to collect baseline

diversity and inclusiveness data.

This survey is due for completion in the first half of FY19 and

summarised results will be included in the 2019 Annual Report.

Board and SLT diversity data is included in the tables below.

Develop a diversity and inclusiveness training programme and roll

this out incrementally to all senior managers and staff.

The Company’s senior managers undertook diversity and inclusion

training this year, with further training planned in the coming year.

Record and report details of candidate diversity in the

recruitment process for Board and senior management positions,

endeavouring to ensure that female candidates are identified for

these positions.

25% of Board and senior management roles recruited for in the

past financial year had a successful female candidate and 38%

had at least one short listed female candidate who was interviewed.

A number of significant female appointments have been made

during the past financial year, including a Board member and

the Group Financial Controller. In addition, two female senior

managers were promoted to the SLT.

The Company’s targets for the 2019 financial year are:

1. Continue to strive to ensure strong female candidates are identified in the recruitment process for all Board and senior

management roles;

2. Roll out the second phase of the Company’s diversity and inclusiveness training programme to all senior managers, with

other staff to follow incrementally; and

3. Survey the Company’s current workforce to collect baseline diversity and inclusiveness data, and report summarised

results in the FY19 Annual Report.

DIVERSITY

As at 31 March 2018 (and 31 March 2017 for the prior comparative period), the mix of gender among the Company’s Board

and SLT were:

31 March 2018Female MaleTotal% Female

Board 15617%

Senior Leadership Team26825%

31 March 2017Female MaleTotal% Female

Board 0660%

Senior Leadership Team0660%

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CORPORATE GOVERNANCE (CONTINUED)

PRINCIPLE 3: BOARD COMMITTEES
“The Board should use committees where this will enhance its effectiveness in key areas, while still

retaining Board responsibility.”

In the year to 31 March 2018, the Board had three standing committees, being the Audit and Risk Committee,

the Nominations Committee and the Remuneration Committee.

BOARD AND COMMITTEE COMPOSITION AND ATTENDANCE 12 MONTHS TO 31 MARCH 2018

Board

meetings

attended

Audit and Risk

Committee

meetings

attended

Remuneration

Committee

meetings

attended

Nominations

Committee

meeting

attendedAppointed/Resigned

Meetings held12632

SITTING DIRECTORS

Peter Griffiths 12/12 (c)1/13/3 (c)Appointed: 02/09/16

Angela Bull11/11Appointed: 05/05/17

Gordon Buswell12/123/3Appointed: 07/10/15

Russell Chenu12/126/6 (c)Appointed: 05/07/14

Rhys Jones0/0Appointed: 01/04/18

Willem (Bill) Roest12/126/62/2Appointed: 05/07/14

PAST DIRECTORS

Sir John Goulter7/84/52/2 (c)Appointed: 05/01/14

Resigned: 20/11/17

Nigel Rigby11/12Appointed: 05/01/14

Resigned: 31/03/18

(c) indicates Chair.

Committee composition effective 1 April 2018

The Board periodically reviews the need for additional committees. Each committee operates under charters approved by

the Board, and any recommendation committee members make are directed to the Board. They do not make decisions on

behalf of the Company in their own right.

Effective 1 April 2018, the Nominations Committee was disbanded and its responsibilities were assumed by the existing

Remuneration Committee. This committee was renamed the ‘People and Culture Committee’ as the Board considered this

better reflected its role going forward.

The composition of the committees was refreshed, including the change of Audit and Risk Committee Chair from Russell

Chenu to Bill Roest. The Board’s committees and their members as at 24 May 2018 were:

• Audit and Risk Committee: Bill Roest (Chair), Russell Chenu and Peter Griffiths; and

• People and Culture Committee: Angela Bull (Chair), Gordon Buswell and Rhys Jones.

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AUDIT AND RISK COMMITTEE:
The Audit and Risk Committee is responsible for overseeing the

risk management framework (including treasury and financing

policies), treasury, insurance, accounting and audit activities of

Metroglass. It reviews the adequacy and effectiveness of internal

controls, meets with, and reviews the performance of external

auditors, oversees internal audit matters, reviews the consolidated

financial statements, and makes recommendations on financial and

accounting policies.

Members of the Audit and Risk Committee are appointed by the

Board and comprise a minimum of three members who are each

non-executive Directors of Metroglass. A majority of members

must be Independent Directors and at least one Director must

have an accounting or financial background.

Employees of Metroglass only attend meetings of the Audit and

Risk Committee at the invitation of the committee. The Audit and

Risk Committee Charter is reviewed at least every two years and

was last reviewed on 28 April 2017.

PEOPLE AND CULTURE COMMITTEE:

The Metroglass Board renamed the Remuneration Committee the

‘People and Culture Committee’ on 1 April 2018 and expanded its

responsibilities to include those of the former Nominations

Committee.

The People and Culture Committee’s mandate is to assist the

Board in ensuring the elements of people, organisation and culture

support the Company’s strategy and business plan.

The committee achieves its goals by reviewing and considering: the

capability of the organisation at senior levels and in any identified

key roles; the remuneration strategy required to secure the

desired level of organisational capability; the nominations process

for the appointment and succession planning of the CEO and the

Board; and Company policies that relate to people.

The People and Culture Committee is comprised of at least two,

and not more than four, Independent Directors. Employees of

Metroglass only attend meetings at the invitation of the

committee. The People and Culture Committee Charter is reviewed

at least every two years and was first approved by the Board on

23 May 2018.

TAKEOVER PROTOCOL

Metroglass has put in place protocols for the Board to follow

in the event of a takeover offer for the Company. The protocol

is reviewed at least every two years and was adopted on

24 August 2017.

PRINCIPLE 4: REPORTING AND DISCLOSURE

“The Board should demand integrity in financial and

non-financial reporting, and in the timeliness and balance

of corporate disclosures.”

Metroglass is committed to providing financial reporting that

is balanced, clear and objective and informs shareholders

(both current and prospective) and market participants of all

information that might have a material effect on the price of

its traded financial products.

The quality, integrity and timeliness of external reporting and

the Company’s compliance with the disclosure and reporting

obligations imposed under the Listing Rules of NZX, ASX, the

Companies Act and other relevant legislation are overseen by the

Audit and Risk Committee.

The Company’s full-year statements, which have been prepared in

accordance with the relevant financial standards, are set out on

pages 16 to 43 of this Annual Report.

MARKET DISCLOSURE POLICY

The Board has adopted a Market Disclosure Policy, available in the

Corporate Governance section of the Company’s website, which

sets out how the Company will comply with its disclosure and

reporting obligations.

Metroglass is committed to ensuring the timely disclosure of

material information about the Metroglass Group and to making

sure that the Company complies with NZX Main Board Listing

Rules. The Board considers at each Board meeting whether any

information discussed at the meeting requires disclosure.

The policy is reviewed at least every two years and was last

reviewed on 26 October 2016.

CHARTERS AND POLICIES

The key corporate governance documents referred to in this

section, including policies and charters, are available in the

Investor Centre section of the Company’s website at:

http://www.metroglass.co.nz/investor-centre/governance/.

NON-FINANCIAL REPORTING

Metroglass provides non-financial disclosures on matters

including operational priorities for the year, risk management,

health and safety, and diversity.

At this time, the Company does not report under a recognised

environmental, social and governance (ESG) framework, but

aims to provide non-financial information that would be useful

to its stakeholders.

In the coming year, Metroglass will seek to better understand

the material ESG issues for the Company and determine the

importance that both the business and external stakeholders

place on them.

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CORPORATE GOVERNANCE (CONTINUED)

PRINCIPLE 5: REMUNERATION
“The remuneration of directors and executives should be

transparent, fair and reasonable.”

The Metroglass Board believes its practices ensure fair and

reasonable remuneration. The Company’s remuneration policies are

aimed at ensuring that the remuneration of Directors and all staff

properly reflects each person’s accountabilities, duties,

responsibilities and their level of performance. They are also aimed

at making sure that remuneration is competitive in attracting,

motivating and retaining staff of the highest calibre.

The Board’s People and Culture Committee has a formal Charter.

Its membership and role are set out under Principle 3 above.

The Company’s remuneration policies and disclosures are covered in

the Remuneration section on pages 59 to 63 of this Annual Report.

PRINCIPLE 6: RISK MANAGEMENT

“Directors should have a sound understanding of the material

risks faced by the issuer and how to manage them. The Board

should regularly verify that the issuer has appropriate

processes that identify and manage potential and material

risks.”

The identification and effective management of the Company’s

risks is a priority of the Board. It is responsible for:

a) Identifying the principal risks of Metroglass’ business;

b) Reviewing and ratifying Metroglass’ systems of internal

compliance and control, risk management and legal compliance,

to determine the integrity and effectiveness of those systems;

and

c) Approving and monitoring internal and external financial and

other reporting, including reporting to shareholders, the NZX,

the ASX and other stakeholders.

The Board has established an Audit and Risk Committee

responsible for ensuring that effective risk management systems

and internal controls are in place, including reviewing material risk

exposures and the steps management has taken to monitor,

control and report such exposures.

The Board has made the CEO accountable for all operational and

compliance risks across the Group including health and safety (see

below). The Chief Financial Officer (CFO) has management

accountability for the implementation of the risk framework across

all the Company’s businesses.

As part of its risk management framework Metroglass continually

assesses risks against all relevant areas of material business risk.

Metroglass’ main risks and mitigation plans are reviewed every six

months by the Audit and Risk Committee.

HEALTH AND SAFETY

The health and safety of the Company’s staff, contractors and

customers is of paramount concern to the Board. Accordingly, all

regular Board meetings and risk reviews specifically look at health

and safety matters. The Company maintains a Health and Safety

risk register for both New Zealand and Australia. This is reviewed

annually and revised periodically against key risks.

During the past financial year, the Company has worked to shift

the emphasis of its health and safety activities and reporting to

the lead indicators that will drive proactive and safety-focused

thinking and behaviour along with identification, monitoring and

mitigation of workplace risks.

In view of the customer, manufacturing and glazing focus of the

business, and the nature of the Company’s products, key risks are

strains, sprains, contusions and lacerations resulting from the

manual aspect of its work processes. Metroglass mitigates these

risks by automating activities where possible and by training staff

and contractors in correct manual handling practices.

All of the Company’s New Zealand properties are certified under

the Accident Compensation Corporation (ACC) Partnership

Programme at a tertiary level. Each of the seven major

manufacturing facilities across New Zealand and Australia is

supported by a Safety Manager who reports to senior

management.

Group health and safety performance

FY18FY17

LTIFR9.6 (25 injuries)8.5 (19 injuries)

TRIFR37.4 (97 injuries)40.1 (90 injuries)

Definitions:

• Lost-Time Injury Frequency Rate (LTIFR) is measured by

calculating the number of injuries resulting in at least one full

work day lost per million hours worked; and

• Total Reportable Incident Frequency Rate (TRIFR) is measured

by calculating the number of medical treatment cases and

lost-time injuries per million hours worked.

Metroglass believes that all injuries are preventable and that its

people should get home safe every day. The Company is

disappointed that the LTIFR increased during the FY18 year, after

reductions in each of the prior two years. In line with this

performance, the portion of short-term incentives relating to

health and safety will not be paid this year. The majority of

incidents in the reporting period related to muscle or joint strains

while lifting heavy glass, and Metroglass continuously conducts

incident reviews to ensure that the right equipment and processes

are in place to manage and reduce these risks.

METRO PERFORMANCE GLASS LIMITED

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56

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PRINCIPLE 7: AUDITORS
“The Board should ensure the quality and independence of the

external audit process.”

The Metroglass Audit and Risk Management Committee is charged

with overseeing all aspects of the external and internal audit of

the Company. It does not take decisions on behalf of the Board.

However, it has delegated responsibility for:

EXTERNAL AUDIT

• Recommending the appointment and removal of the auditors;

• Recommending audit fees;

• Reviewing auditor independence and performance;

• Reviewing and monitoring audit service delivery;

• Ensuring the ability of the external auditors to carry out their

statutory audit role and their independence is not impaired, or

could reasonably be perceived to be impaired; and

• Serving as the primary contact point for auditors in relation to

any problems, reservations or issues arising from the audit and

referring matters of a material or serious nature to the Board.

INTERNAL AUDIT

• Recommending internal audit assignments; and

• Monitoring and reviewing the internal auditing practices;

The Company does not have a standalone internal audit function.

External advisors are employed to evaluate and improve the

effectiveness of the Company’s risk management and internal

processes. Progress and results on these projects are reported

regularly to the Audit and Risk Committee or the Board.

The Audit and Risk Committee is authorised by the Board, at

Metroglass’ expense, to obtain such outside legal or other

independent information and advice including market surveys and

reports, and to consult with such management consultants and

other outside advisors as it views necessary to carry out its

responsibilities.

The Audit and Risk Committee meets at least three times each

year and has direct access to Metroglass’ external and internal

auditors and senior management. On at least one occasion each

year, the Audit and Risk Committee meets with the external

auditors without management present.

ANNUAL SHAREHOLDERS’ MEETING

Shareholders have the opportunity to ask questions of the Board

and of the external auditors, who attend the Annual Shareholders’

Meeting. The external auditors are available to answer questions

from shareholders in relation to the conduct of the audit, the

independent audit report and the accounting policies adopted

by Metroglass.

PRINCIPLE 8: SHAREHOLDER RIGHTS AND RELATIONS

“The Board should respect the rights of shareholders and

foster constructive relationships with shareholders that

encourage them to engage with the issuer.”

Metroglass endeavours to keep its shareholders informed of all

important developments concerning the Company and encourages

them to follow its announcements. Metroglass believes that

effective engagement with investors will benefit both the Company

and investors. As a result of investor feedback, Metroglass’

continued aim is to provide clearer communication of the

Company’s strategic direction, including articulating Metroglass’

strategic priorities and how these leverage Metroglass’

competitive advantages.

In the 2018 financial year, Metroglass communicated with its

shareholders using the following means:

• Periodic market announcements, which are released first to

NZX and ASX

• Periodic investor briefings, which are also released first to NZX

and ASX

• The Annual and Interim Reports

• The Annual Shareholders’ Meeting and the Notice of Meeting

• The Company’s corporate website.

The Company’s Chair, CFO and Investor Relations Officer currently

lead engagement with shareholders and, in line with Metroglass’

market disclosure policy, aim to be responsive, to provide clear,

accurate and timely disclosures, and to provide meaningful insight

into the Company and the industry.

ELECTRONIC COMMUNICATIONS:

Shareholders are encouraged to receive communications from, and

send communications to, the Company and its security registry

electronically. The shareholder contact point at the Company is:

glass@metroglass.co.nz

ANNUAL REPORT

Metroglass’ Annual Report and Interim Reports are all available on

the Company’s website at: http://www.metroglass.co.nz/investor-

centre/annual-interim-reports. New regulations have recently been

introduced that change the way the Company communicates with

its shareholders regarding Annual and Half Year Reports. As a

result of this change, any previous instructions shareholders have

given Metroglass regarding their choice to receive printed copies

of the Company’s Annual and Half Year Reports no longer apply. If

they wish to receive a printed copy of the current Annual Report

and future Annual and Interim Reports, they can request these

reports by contacting the Company’s share registrar, Link Market

Services. Any shareholder who does request a hard copy of the

Metroglass Annual Report will be sent one in the regular post.

57

NO-GO-AP FIOC -LALN FRNOLPMLT EB

SHAREHOLDER VOTING RIGHTS
In accordance with the Companies Act 1993, Metroglass’

Constitution and the NZX Main Board Listing Rules, the Company

refers major decisions which may change the nature of the

Company to shareholders for approval.

Metroglass conducts voting at its shareholder meetings by way of

a poll and on the basis of one share, one vote. Further information

on shareholder voting rights is set out in Metroglass’ Constitution.

NOTICE OF ANNUAL MEETING

Metroglass’ previous annual meeting was held on 24 August 2017.

The notice of the meeting was released to the market on 8 August

2017. From 2018, the notice of the annual meeting will also be

posted in the Investor Centre of the Company’s website at least

28 days prior to the meeting. The 2018 meeting will be held on

24 August 2018 and an audio webcast of the meeting will be made

available to shareholders.

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

58

CORPORATE GOVERNANCE (CONTINUED)

All remuneration packages are reviewed at least annually, taking into account individual and Company performance, market
movements and independent advice. The objective of the Company’s Remuneration Policy is to ensure that the remuneration

of Directors and all staff properly reflects each person’s accountabilities, duties, responsibilities and their level of

performance, to ensure that remuneration is competitive in attracting, motivating and retaining staff of the highest calibre.

DIRECTOR REMUNERATION:

The Company distinguishes the structure of non-executive Directors’ remuneration from that of executive Directors.

Non-executive Directors are paid a fixed fee in accordance with the determination of the Board.

The total amount of remuneration and other benefits received by each Director during the year ended 31 March 2018 is set

out below. As shown, a number of committee roles and responsibilities subsequently changed with effect from 1 April 2018.

Director2018 Responsibilities2018 Directors’ Fees

Standing Directors

Peter Griffiths Chair of the Board, Chair of the Remuneration Committee$106,041**

Angela BullDirector, Member of the Remuneration Committee$75,883

Gordon BuswellDirector, Member of the Remuneration Committee$85,000

Russell ChenuDirector, Chair of the Audit and Risk Committee$100,000

Rhys JonesDirector–*

Willem (Bill) RoestDirector, Member of the Audit and Risk Committee and

the Nominations Committee

$92,000

Past Directors

Sir John GoulterChair of the Board, Chair of the Nominations Committee, Member of the

Audit and Risk Committee

$127,000**

Nigel RigbyExecutive Director and Chief Executive Officer–***

Total$585,924

* Rhys Jones was appointed to the Board with effect from 1 April 2018.

** Sir John Goulter resigned from the Board on 20 November 2017, Peter Griffiths was elected as the new Chair of the Board.

*** The Executive Director (CEO) Nigel Rigby did not receive additional remuneration in his capacity as a Director. The CEO resigned from the

Board with effect from 31 March 2018, and his remuneration is detailed separately in the Executive Remuneration section below.

In addition to the amounts mentioned above, the Company meets the expenses incurred by Directors in relation to Company

matters, which are incidental to the performance of their duties, including travel and accommodation.

As at 31 March 2018, the Chair of the Board receives $160,000 per annum (with no additional committee fees paid) and the

non-executive Directors receive $80,000 per annum. The Chair of the Audit and Risk Committee receives an additional

$20,000 per annum. Other members of the Audit and Risk Committee receive an additional $10,000 per annum (excluding the

Board Chair Peter Griffiths). The Chair and members of the People and Culture Committee receive an additional $5,000 per

annum. Directors may also seek the Board’s approval for special remuneration should the specific circumstances justify this.

The Board reviews its fees on a periodic basis. The maximum aggregate amount of remuneration payable by Metroglass to

the non-executive Directors (in their capacity as Directors) is set at $614,000. The Company formerly had a Fee Pool of

$600,000 which contemplated five non-executive Directors. With Angela Bull being appointed as Metroglass’ sixth non-

executive Director on 5 May 2017, annualised fees increased beyond the existing Fee Pool limit. On that date, in accordance

with NZX Listing Rule 3.5.1, the Fee Pool was increased from $600,000 to $614,000.

Directors’ fees exclude GST, where appropriate. No retirement or termination benefits are paid to non-executive Directors;

however, Directors are entitled to be refunded for reasonable travel and other expenses incurred by them in connection

with their attendance at Board or Shareholder meetings, or otherwise in connection with the Metroglass Group’s business.

The Company does not offer an equity-based remuneration scheme for Directors. The Board considers that Director and

executive remuneration is appropriate and is not excessive.

Directors and Officers also have the benefit of Directors and Officers’ liability insurance. This covers risks normally included in

such policies arising out of acts or omissions of Directors and employees in their capacity as such. The insurance cover is

supplemented by the provision of Director and Officer indemnities from the Company but this does not extend to criminal acts.

59

REMUNERATION

EXECUTIVE REMUNERATION:
The remuneration of members of senior management (CEO, SLT

and certain direct reports) is designed to promote a higher-

performance culture, to secure the participant’s retention in

Metroglass and to reward performance that underpins the

achievement of Metroglass’ business strategy and long-term

shareholder wealth creation.

The Board is assisted in delivering its responsibilities and

objectives for executive remuneration by the People and Culture

Committee. The role and membership of this committee is set out

in section 1 of the Statement of Corporate Governance.

The CEO’s performance is reviewed annually by the Board. The CEO

reviews the performance of the SLT and makes recommendations

to the Board for approval in relation to the team’s remuneration

and achievement of key performance indicators (KPIs).

The Board completed a full review of the compensation structures

of the CEO and senior management in 2015. The resulting

remuneration structure is made up of three elements:

• A fixed base salary

• A short-term incentive (STI)

• A long-term incentive (LTI).

Short-term incentives (New Zealand):

Short-term incentives (STI) are at-risk payments designed to

motivate and reward for performance, typically within that

particular financial year. The target value of an STI payment is set

annually, usually as a percentage of the participant’s base salary.

For the 2018 financial year, the relevant percentages varied from

10% to 50%.

The STI plans relate to achievement of annual performance

metrics which aim to align executives to a shared set of KPIs based

on business priorities for the next 12 months and that participants

are able to influence. Target measurements are set on either a

regional or a national basis depending on the participant’s position

and role. Target areas for the shared KPIs for 2018 are outlined

below:

TargetWeightingFY18 Result

Earnings before interest and tax

(EBIT) performance50%

Partial

achievement

Retrofit revenue growth10%Achieved

Express Orders Delivered-In-Full-

On-Time (Express DIFOT, being

DIFOT achieved on reworks and

priority orders)10%Not achieved

Reworks10%Not achieved

Late tail (ageing of late orders)10%

Partial

achievement

Health and safety10%Not achieved

The payable rewards for each STI KPI target are determined by the

level of performance achieved and are calculated on a linear scale

increasing from the ‘Minimum performance target’ and receiving

80% of the specified reward, up to the ‘Maximum performance

target’ and receiving 120% of the specified reward. The maximum

performance levels (of 120%) allow employees to be rewarded for

performance above target levels.

All STI payments are contingent on there being no death or

permanent material disability of any worker (exceptions may be made

for a motor accident and acts of God as beyond management

control). Should this occur, the Board retains discretion to determine

the appropriate actions based on the specific circumstances.

Short-term incentives (Australia):

Australian Glass Group (AGG) had a different STI plan in the 2018

financial year, under which eligible participants could earn up to

a maximum of 30% of their base salary. The target areas of this

plan were:

TargetWeighting

FY18

Achievement

Financial KPIs (EBITDA or EBITD

performance)70%Not achieved

Personal KPIs30%Varied

Long-term incentives

The Company’s LTI plan for the 2018 financial year was announced

on the 3 August 2017. The LTI plan is made up of both performance

share rights and share options. The LTI is designed to secure those

employees’ retention in Metroglass and to reward performance

that underpins the achievement of Metroglass’ business strategy

and long-term shareholder wealth creation. The key features of

the 2018 LTI plan are as follows:

• Participants will be offered an annual award of a specified

number of both performance rights and share options in

Metroglass (in accordance with the LTI rules)

• The performance rights will enable participants to acquire

shares in Metroglass with no consideration payable, subject to

Metroglass achieving set performance hurdles and meeting

certain vesting conditions

• The share options enable participants to acquire shares in

Metroglass at a market-based exercise price, subject to

Metroglass achieving set performance hurdles and meeting

certain vesting conditions.

A total of 1,584,696 share options and 396,172 performance

share rights remain outstanding pursuant to the 2017 LTI plan

as at 23 May 2018.

2017 NZ Employee Share Purchase Scheme (Scheme)

On 21 February 2017, Metroglass launched an employee share

purchase scheme for New Zealand-based employees. This scheme

enabled participants to purchase either $1,000 or $2,000 worth of

Metroglass shares at a 50% discount to market value. Shares are

held in trust on behalf of the participants for a minimum three-year

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

60

REMUNERATION (CONTINUED)

holding period until the vesting date of 21 February 2020. Vesting conditions include ongoing employment with the Company as at
the vesting date. The Company provided participants with interest-free loans to fund the participant contribution (being 50%)

towards the acquisition of the shares, which is to be repaid over the three-year holding period. In aggregate, 348,086 shares were

issued under this scheme on 21 February 2017 at an issue price of $1.54.

Metroglass intends to launch a second iteration of the 2017 share purchase scheme during the 2019 financial year.

Chief Executive Officer’s Remuneration:

As announced on 14 December 2017, Metroglass’ CEO Nigel Rigby resigned with effect from 31 March 2018. Following his

departure, Mr Rigby received a final gross payment totalling $2,859,618, made up of:

• His contractual entitlements of one year’s salary;

• Consideration for extending his restraint of trade to two years;

• A one-off incentive payment as explained below (no portion of the annual STI or LTI schemes was paid);

• Employer KiwiSaver contributions; and

• Outstanding holiday pay.

The Board determined that a one-off incentive payment was to be awarded to Mr Rigby, proportionate to delivery against a

set of performance criteria before his departure. The criteria covered the delivery of the capital installation programme and

the Company’s manufacturing improvement plan.

Mr Rigby was also required to repay an outstanding employee loan in April 2018 relating to the purchase of company shares,

totalling $1,335,000.

Remuneration for the years ended 31 March 2018 and 31 March 2017

FIXED REMUNERATION

Financial yearSalaryOther benefits*

Total fixed

remuneration

FY18$550,000$20,385$570,385

FY17$500,000$18,555$518,555

* Other benefits include medical insurance and KiwiSaver. The Executive Director was not eligible to participate in the 2017 New Zealand

Employee Share Purchase Scheme.

Description of Chief Executive Officer’s remuneration for performance for the year ended 31 March 2018

PlanDescriptionPerformance measures

Percentage of

maximum awarded

STISet at 50% of fixed remuneration for FY18

on-plan performance, up to a maximum of

1.2 times (equal to 60% of fixed

remuneration), where the highest levels of

STI targets are achieved.

50%: EBIT performance

Not entitled to

FY18 STI following

resignation.

10%: Retrofit revenue growth

10%: Express DIFOT

10%: Reworks

10%: Late tail

10%: Health and safety

LTIThe first vesting date was 7 December 2017;

however, to date all instruments have been

‘out of the money’ and none have been

exercised.

75% share options require that Metroglass’ Total

Shareholder Return (TSR) must exceed a compound

annual pre-tax rate that is 1% above the Company’s

cost of equity.

All LTI

instruments

issued within the

past 3 years

lapsed upon

departure.

25% performance share rights measured against NSX

50 group TSR hurdle.

One-off

incentive

Payment dependent on delivery against a

set of performance criteria before the

CEO’s departure from the Company.

Criteria included: delivery of the capital installation

programme and progress in the Company’s

manufacturing improvement plan.

82%

61

REMUNERATION (CONTINUED)

PAY FOR PERFORMANCE: SHORT-TERM INCENTIVES
Financial year of STI payment

Relevant

performance period

% STI awarded

against maximumSTI paid

FY19FY180%$0*

FY18FY1710%$28,563

FY17FY1667%$201,062

*A separate one-off incentive payment awarded to the CEO will be paid in the 2019 financial year as noted above.

PAY FOR PERFORMANCE: LONG-TERM INCENTIVES

LTI

(initial grant values)*

% LTI vested

against maximum

Span of LTI

performance periods

FY18125,000n/a**08/06/ – 08/06/20

FY17125,000n/a**10/06/16 – 10/06/19

FY16125,000100%07/12/15 – 07/12/17

* These are LTI grant values (not payments), which require relevant hurdles to be met over specific performance periods. Performance with

regard to the FY18 LTI scheme will be tested in the FY20 year.

** None available for vesting.

Chief Executive Officer’s LTI movements for the year ended 31 March 2018 – Performance Rights

FY16 issue

(March 2016)

FY17 issue

(July 2016)

FY18 issue

(August 2017)Total

Balance 1 April 201731,88830,048061,936

Granted0041,11841,118

Exercised0000

Forfeited030,04841,11871,166

Balance 31 March 201831,8880031,888

Vested and exercisable at 31 March 201831,8880031,888

Vesting date07/12/1710/06/1908/06/20

Chief Executive Officer’s LTI movements for the year ended 31 March 2018 – Share Options

FY16 issue

(March 2016)

FY17 issue

(July 2016)

FY18 issue

(August 2017)Total

Balance 1 April 2016426,136375,0000801,136

Granted00493,421493,421

Exercised0000

Forfeited0375,000493,421868,421

Balance 31 March 2017426,13600426,136

Vested and exercisable at 31 March 2018426,13600426,136

Vesting date07/12/1710/06/1908/06/20

Exercise price$1.60$1.73$1.35

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

62

REMUNERATION (CONTINUED)

Employees Remuneration:
The number of employees or former employees (including

employees holding office as Directors of subsidiaries) who received

remuneration and other benefits in their capacity as employees,

the value of which was at or in excess of $100,000 and was paid to

those employees during the financial year ended 31 March 2018, is

specified in the table below.

The remuneration figures shown in the “Remuneration” column

include all monetary payments actually paid during the course of

the 2018 financial year. This includes salary, STI payments that were

paid during the year, and the value of performance share rights

and share options (LTI) expensed during the financial year.

Remuneration shown below includes settlement payments and

payments in lieu of notice with respect to certain employees upon

their departure from the Company, but does not include any

amounts paid post 31 March 2018 that relate to the year ended

31 March 2018.

The number of employees with remuneration of greater than

$100,000 increased in the 2018 financial year. This is primarily a

result of having owned Australian Glass Group for the full 12

months, whereas the 2017 Annual Report reflected remuneration

paid to AGG employees for the seven months post AGG’s

acquisition in September 2016.

Remuneration

Number of

employees

100,000 – 110,00030

110,000 – 120,00011

120,000 – 130,00013

130,000 – 140,00014

140,000 – 150,0006

150,000 – 160,0004

160,000 – 170,0003

170,000 – 180,0005

180,000 – 190,0001

190,000 – 200,0003

200,000 – 210,0000

210,000 – 220,0001

220,000 – 230,0002

230,000 – 240,0001

240,000 – 250,0002

290,000 – 300,0001

460,000 – 470,0001

480,000 – 490,0001

600,000 – 610,0001

620,000 – 630,0001

63

REMUNERATION (CONTINUED)

STOCK EXCHANGE LISTING
Metroglass’ shares are listed on the New Zealand Stock Exchange (NZX) and Australian Stock Exchange (ASX).

Shares on issue as at 1 May 2018:

RegisterSecurityHoldersUnits

New ZealandMPG (NZX)3,348 168,446,013

AustraliaMPP (ASX)97 16,932,073

TotalMPG (Dual)3,445 185,378,086

Securities issued, and still outstanding, under the 2016, 2017 and 2018 LTI plans:

Long-Term Incentive SchemeSecurityHoldersUnits

2016 Performance Share RightsMPG (NZX)4120,791

2016 Share OptionsMPG (NZX)4822,159

2017 Performance Share RightsMPG (NZX)12169,872

2017 Share OptionsMPG (NZX)12706,663

2018 Performance Share RightsMPG (NZX)29396,172

2018 Share OptionsMPG (NZX)291,584,696

TOP 20 SHAREHOLDERS

Metroglass’ top 20 registered shareholders as at 1 May 2018 were as follows:

RankInvestor NameFootnote*

Shares at

5 May 2017

% of

shares

1New Zealand Superannuation Fund Nominees Limited* 14,073,071 7.59%

2Accident Compensation Corporation* 12,265,000 6.62%

3Cogent Nominees Limited* 11,752,889 6.34%

4Masfen Securities Limited 8,842,667 4.77%

5National Nominees New Zealand Limited* 6,619,493 3.57%

6JBWere (NZ) Nominees Limited 6,318,915 3.41%

7Premier Nominees Limited* 5,940,477 3.20%

8FNZ Custodians Limited 5,444,835 2.94%

9Nigel James Rigby 5,418,401 2.92%

10FNZ Custodians Limited 4,409,370 2.38%

11Citicorp Nominees Pty Limited 4,077,276 2.20%

12J P Morgan Nominees Australia Limited 3,329,005 1.80%

13BNP Paribas Nominees NZ Limited* 3,167,986 1.71%

14Citibank Nominees (NZ) Limited* 2,672,433 1.44%

15National Nominees Limited 2,220,242 1.20%

16BNP Paribas Noms Pty Limited 2,190,223 1.18%

17JP Morgan Chase Bank* 2,048,042 1.10%

18Cogent Nominees (NZ) Limited* 2,031,273 1.10%

19BNP Paribas Nominees Pty Limited 1,799,395 0.97%

20HSBC Custody Nominees (Australia) Limited 1,789,915 0.97%

Totals: Top 20 registered holders of ordinary shares106,410,90857.41%

Totals: Remaining holders’ balance78,967,17842.60%

* Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial depository service which allows electronic

trading of securities by its members and does not have a beneficial interest in these shares. As at 1 May 2018, a total of 66,102,306 Metroglass

shares (or 35.66% of the ordinary shares on issue) were held through NZCSD.

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

64

STATUTORY INFORMATION

SUBSTANTIAL SHAREHOLDERS
According to the records kept by the Company under the Financial Markets Conduct Act 2013 the following were

substantial holders in the Company as at 1 May 2018. Shareholders are required to disclose their holdings to Metroglass

and to its share registrar by giving a “Substantial Shareholder Notice” when:

• They begin to have a substantial shareholding (5% or more of Metroglass’ shares)

• There is a subsequent movement of 1% or more in a substantial holding, or if they cease to be have a substantial holding

• There is any change in the nature or interest in a substantial holding.

Investor name

Number of

shares%

Date of most

recent notice

Investment Services Group Limited*16,143,8238.71%13/04/18

New Zealand Superannuation Fund Nominees Limited13,560,4557.32%03/10/17

Devon Funds Management Limited*13,303,8237.18%13/04/18

Accident Compensation Corporation12,265,0006.62%13/04/18

Schroder Investment Management (Australia) Limited11,535,3496.22%10/07/17

* The holdings of Investment Services Group Limited are inclusive of the holdings of its subsidiary Devon Funds Management Limited.

The following shareholders ceased to be substantial shareholders during the period 6 May 2017 to 1 May 2018: Henderson

Global Investors (Australia) Limited on 28 August 2017 and Milford Asset Management on 12 December 2017. In addition,

Commonwealth Bank of Australia became a substantial shareholder on 8 March 2018 and ceased to be a substantial

shareholder on 19 March 2018.

DISTRIBUTION OF SHAREHOLDERS

As at 1 May 2018:

Range

Number of

holders

Number of

shares%

1 – 1,000292213,3230.12%

1,001 – 5,0001,0923,544,1901.91%

5,001 – 10,0007706,236,5773.36%

10,001 – 50,0001,05224,323,36313.12%

50,001 – 100,0001218,699,5584.69%

Greater than 100,000118142,361,07576.79%

Total3,445185,378,086100.00%

VOTING RIGHTS

Section 15 of the Company’s Constitution states that a shareholder may vote at any meeting of shareholders in person or

through a representative. Where voting is by a show of hands or voice, every shareholder present (or through their

representative) has one vote. In a poll, every shareholder present (or through their representative) has one vote per

fully-paid up share they hold. Unless the Board determines otherwise, shareholders may not exercise the right to vote at a

meeting by casting postal votes. More detail on voting can be found in Metroglass’ Constitution at the following link:

http://www.metroglass.co.nz/media/1964/metroglass-constitution-of-the-company-29-july-2014.pdf

65

STATUTORY INFORMATION (CONTINUED)

TRADING STATISTICS
Metroglass is listed on both the NZX and ASX. The trading ranges for the period 1 April 2017 to 31 March 2018 are

as follows:

NZXASX

Minimum:NZ$0.71 (27/03/18)AU$0.66 (26/03/18)

Maximum:NZ$1.55 (28/07/17)AU$1.46 (28/07/17)

Range:NZ$0.71 - NZ$1.55AU$0.66 - AU$1.46

Total shares traded134,590,31313,278,349

DIVIDEND POLICY

Dividends and other distributions with respect to the shares are only made at the discretion of the Board of Metroglass.

Any dividend can only be declared by the Board if the requirements of the Companies Act 1993 are also satisfied. The

Board’s decision to declare a dividend (and to determine the quantum of the dividend) for shareholders in any financial year

will depend on, amongst other things:

• All statutory or regulatory requirements

• The financial performance of Metro Performance Glass

• One-off or non-recurring events

• Metroglass capital expenditure requirements

• The availability of imputation credits

• Prevailing business and economic conditions

• The outlook for all of the above

• Any other factors deemed relevant by the Board.

Subject to the above, Metroglass intends to make dividend payments to shareholders semi-annually, in respect of half years

ending 30 September and full years ending 31 March. The dividend is currently expected to be approximately 55% to 75% of

NPAT before the amortisation of acquisition-related intangibles and its associated tax effect (NPATA). However, the actual

ratio of the dividend paid to NPATA is expected to vary over time to reflect the above factors. Metroglass intends to weight

dividends to the second half, with the first half targeting 40% to 50% of the total expected dividend for the year. However,

the split will vary according to actual and forecast NPATA and the factors described above. It is the Board’s intention to

attach imputation credits to dividends to the extent they are available.

In respect of the 2018 financial year, Metroglass paid a full imputed interim dividend of 3.6 cents per share on 23 January

2018, and has declared a fully imputed final dividend of 3.8 cents per share which will be paid on 24 July 2018.

NZX AND ASX WAIVERS

Metroglass received confirmation of waivers from ASX that are standard for a New Zealand company listed on the ASX

(including confirmation that Metroglass may prepare and publish its financial information in accordance with New Zealand

financial standards).

On 24 November 2015, Metroglass changed its ASX admission category from an ASX Listing to an ASX Foreign Exempt

Listing. This change followed amendments to the ASX Listing Rules announced on 10 September 2015 that allow an entity

with its primary listing on the NZX Main Board to alleviate its compliance burden as a dual listed entity. The ASX Foreign

Exempt Listing category is based on a principle of substituted compliance, recognising that for secondary listings, the

primary regulatory role and oversight rest with the home exchange. Metroglass continues to have a full listing on the NZX

Main Board.

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

66

STATUTORY INFORMATION (CONTINUED)

DIRECTORS’ INTERESTS
Directors disclosed, under section 140(2) of the Companies Act 1993, the following interests as at 31 March 2018:

NATURE OF INTEREST

Angela Jennifer Bull

FIFE Logistics LimitedShareholder

New Zealand Institute of Economic ResearchDirector

Gordon John Buswell

About Direction LimitedDirector and Shareholder

Building Industry FederationChair

Construction Strategy GroupDeputy Chair

Platinum Homes LimitedChair

Quad Concepts LimitedStrategic Advisor

Registered Master Builders AssociationDirector

Russell Langtry Chenu

5R Solutions Pty LimitedDirector

CIMIC Group LimitedDirector

James Hardie Industries plcDirector

Reliance Worldwide Corporation LimitedDirector

Peter Ward Griffiths

Challenge Petroleum LimitedDirector

Great Barrier Airlines LimitedDirector and Shareholder

Island Leader LimitedDirector and Shareholder

New Plane Co LimitedDirector and Shareholder

New Zealand Business and Parliament TrustChair and Trustee

New Zealand Diving and Salvage LimitedDirector and Shareholder

NZDS Properties (NO 2) LimitedDirector and Shareholder

Shoman LimitedDirector and Shareholder

Wings over Whales NZ LimitedDirector and Shareholder

Z Energy LimitedChair

Z Energy 2015 LimitedChair

Rhys Jones

Vulcan Steel LimitedDirector and Shareholder

Vulcan Steel Pty LimitedDirector and Shareholder

Tru-Test Corporation LimitedDirector

Resin & Wax Holdings LimitedChair and Shareholder

Willem (Bill) Jan Roest

Fisher & Paykel Appliances Holdings LimitedDirector

Housing Foundation LimitedDirector

Synlait Milk LimitedDirector

Synlait Milk Finance LimitedDirector

67

STATUTORY INFORMATION (CONTINUED)

DIRECTORS’ SHAREHOLDING IN METROGLASS
The Directors’ respective shareholding in Metroglass as at 24 May 2018 is as follows:

Number of shares

directly held

Consideration

paidDate of acquisition

Angela Bull30,000$39,24020,000 on 10/07/17 and

10,000 on 30/08/17

Russell Chenu25,000*$42,50029/07/14

Peter Griffiths130,500$139,755Seven dates between 16/05/16

and 21/02/18

Willem (Bill) Roest25,000**$42,50029/07/14

* Held by Barratta Super Fund, of which Russell Chenu is the sole beneficiary.

** Willem Jan Roest is a legal owner of the securities as a trustee of the WJ and IJ Roest Family Trust, jointly with the other trustee, Ineke

Joanna Henrietta Roest. Willem Jan Roest is also a beneficiary of the WJ and IJ Roest Family Trust.

Subsidiary Company Directors

The following Companies were subsidiaries of Metroglass as at 31 March 2017:

CompanyDirectors

Australian Glass Group (Holdings) Pty LimitedJohn Fraser-Mackenzie, Brendan Simpson

Australian Glass Group Finance Company Pty LimitedJohn Fraser-Mackenzie, Brendan Simpson

Australian Glass Group Investment Company Pty LimitedJohn Fraser-Mackenzie, Brendan Simpson

Canterbury Glass & Glazing LimitedJohn Fraser-Mackenzie, Andrew Paterson

Christchurch Glass & Glazing LimitedJohn Fraser-Mackenzie, Andrew Paterson

Hawkes Bay Glass & Glazing LimitedJohn Fraser-Mackenzie, Andrew Paterson

I G M Software LimitedJohn Fraser-Mackenzie, Andrew Paterson

Metroglass Finance LimitedJohn Fraser-Mackenzie, Andrew Paterson

Metroglass Holdings LimitedJohn Fraser-Mackenzie, Andrew Paterson

Metropolitan Glass & Glazing LimitedJohn Fraser-Mackenzie, Andrew Paterson

Taranaki Glass & Glazing LimitedJohn Fraser-Mackenzie, Andrew Paterson

Section 211(2) of the Companies Act 1993 requires the Company to disclose, in relation to its subsidiaries, the total

remuneration and value of other benefits received by the Directors and former directors, together with particulars of

entries in the interests registers made, during the year ended 31 March 2018. No subsidiary has directors who are not

full-time employees of the Group. The remuneration and other benefits of such employees and former employees (received

as employees) totalling NZ$100,000 or more during the year ended 31 March 2018 are included in the relevant bandings

for remuneration disclosed on page 63 of this Annual Report. No Group employee appointed as a director of Metro

Performance Glass Limited or its subsidiaries receives or retains any remuneration or other benefits in their capacity as

a director.

During the financial year, Nigel Rigby ceased to hold office as a director of each of the eleven subsidiary companies on

29 March 2018, and Andrew Paterson was appointed as a director of each of the eight New Zealand subsidiary companies

on the same date.

CURRENCY

Within this Annual Report, all amounts are in New Zealand dollars unless otherwise specified.

CREDIT RATING

Metroglass has not requested a credit rating.

METRO PERFORMANCE GLASS LIMITED

ANNUAL REPORT 2018

68

STATUTORY INFORMATION (CONTINUED)

REGISTERED OFFICE
5 Lady Fisher Place

East Tamaki

Auckland 2013

New Zealand

Email: glass@metroglass.co.nz

Phone: +64 (09) 927 3000

BOARD OF DIRECTORS

Peter Griffiths – Chair, Member of the Audit and

Risk Committee

Angela Bull – Non-Executive Director and Chair of

the People and Culture Committee

Gordon Buswell – Non-Executive Director and

Member of the People and Culture Committee

Russell Chenu – Non-Executive Director and

Member of the Audit and Risk Committee

Rhys Jones – Non-Executive Director and

Member of the People and Culture Committee

(appointed on 1 April 2018)

Willem (Bill) Roest – Non-Executive Director and

Chair of the Audit and Risk Committee

SENIOR LEADERSHIP TEAM

John Fraser-Mackenzie – Chief Financial Officer

Robyn Gibbard – Upper North Island Sales

Gareth Hamill – Metroglass Commercial Glazing –

Lower North Island

Alex McDonald – Metroglass Operations

Barry Paterson – Metroglass Commercial Glazing

Geoff Rasmussen – Group General Manager,

Operations

Dayna Saunders – Metroglass Human Resources

Brendan Simpson – CEO, Australian Glass Group

AUDITOR

PricewaterhouseCoopers

22/188 Quay Street

Auckland 1142

New Zealand

LAWYERS

Bell Gully

Vero Centre

48 Shortland Street

Auckland 1140

New Zealand

BANKERS

ANZ Bank New Zealand Limited

Westpac New Zealand Limited

SHARE REGISTRAR

Link Market Services

Level 11, Deloitte Centre

80 Queen Street, Auckland 1010

PO Box 91976, Auckland 1142

FURTHER INFORMATION ONLINE

This Annual Report, Metroglass’ core governance

documents, and all Company announcements can

be viewed on its website:

http://www.metroglass.co.nz/investor-centre.

2018 Final Dividend record date 9 July 2018

2018 Final Dividend payment date24 July 2018

2018 Annual Shareholders’ Meeting 24 August 2018

2019 Half Year balance date30 September 2018

2019 Half Year results announcement November 2018

2019 Full Year balance date 31 March 2019

2019 Full Year results announcementMay 2019

69

COMPANY DIRECTORY

INVESTOR CALENDAR

METROGLASS.CO.NZ

---

METRO PERFORMANCE GLASS 
 

 

 

NZX, ASX and Media Release                                                             24 May 2018 

 

Metro Performance Glass Limited: NZX Appendix 1 

Results for announcement to the market 

 

Full year reporting periods 

Reporting period: 12 months to 31 March 2018 

Previous reporting period: 12 months to 31 March 2017 

 

 Amount 

(NZ$’000) 

Percentage 

change % 

Revenue from ordinary activities 268,293 9.8% 

Profit (loss) from ordinary activities after tax attributable to security 

holder 

16,278 (15.9%) 

Net profit (loss) attributable to security holders16,278 (15.9%) 

 

Interim / Final Dividend

Amount per 

Security  

Imputed 

Amount Per 

Security 

Final dividend – per ordinary share NZ$0.0380 NZ$0.01478

Record Date        9 July 2018 

Dividend Payment Date        24 July 2018 

 

There are currently no dividend or distribution reinvestment plans in operation. 

 

 31‐Mar‐18  31‐Mar‐17

Net tangible assets per security (NZ$) 0.00(0.04)

 

Accompanying this announcement are Metro Performance Glass Limited’s audited financial statements for the 

year ended 31 March 2018. These financial statements and the financial commentary set out in the 

announcement and annual report provide additional information required in accordance with Listing Rule 10.3.2 

and Appendix 1.

---

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

(Please provide any other relevant

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

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

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

non-renouncable

change

X

whether:

InterimYear

X

SpecialDRP Applies

EXISTING securities affected by this

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

Description of theISIN

class of securities

If unknown, contact NZX

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

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick i

f

provide an

pari passu

ORexplanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

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

Source o

f

Amount per securityPayment

(does not include any excluded income)

Excluded income per security

(only applicable to listed PIEs)

SupplementaryAmount per security

Currencydividendin dollars and cents

details -

NZSX Listing Rule 7.12.7

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credit

s

issue state strike priceWithholding Tax(Give details)

Foreign

FDP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the NZSX Listing Rules)

Record Date 5pmApplication Date

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

Interest Payable, Exercise Date,

Conversion Date.

Notice DateAllotment Date

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

conversion notices maile

dMust be within 5 business days

of application closing date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:

Security Code:

Cease Quoting Old Security 5pm:

EMAIL: announce@nzx.com

Notice of event affecting securities

Metro Performance Glass Limited

Andrew PatersonDirectors' Resolution

027 403 43232452018

NZMPGE0001S5

In dollars and cents

Retained Earnings

3.8 cents per share

Ordinary Shares

Enter N/A if not

applicable

NZ Dollars$0.006706

$7,044,367

Date Payable

24 July, 2018

$$0.002639$0.014778

$

9 July, 201824 July, 2018

---

5 Lady Fisher Place
East Tamaki

Auckland, 2013


PO Box 58 144

Botany

Manukau

Auckland, 2163


P 09 927 3000

F 09 914 3325



ASX Company Announcements Office

Exchange Centre

Level 6

20 Bridge Street

Sydney NSW 2000

AUSTRALIA


Copy to:


Client Market Services

NZX Limited

Level 1, NZX Centre

11 Cable Street

Wellington

NEW ZEALAND



24 May 2018



Dear Sir / Madam,


METRO PERFORMANCE GLASS LIMITED (ASX:MPP) – COMPLIANCE CONFIRMATION

UNDER ASX LISTING RULE 1.15.3


For the purposes of ASX Listing Rule 1.15.3, Metro Performance Glass Limited confirms that

it continues to comply with the listing rules of its home exchange, the NZX Main Board.



Yours sincerely,



Andrew Paterson


Company Secretary

Metro Performance Glass Limited

---

24 May 2018 
 

 

 

 

 

 

 

 

 

 

 

 

Dear Shareholder 

 

METRO PERFORMANCE GLASS ANNUAL REPORT 

 

The Metro Performance Glass Limited Annual Report for the year ended 31 March 2018 is now available on our website at 

http://www.metroglass.co.nz/investor‐centre/annual‐interim‐reports/. Copies of our past reports are also available from the same 

website. 

 

New regulations have recently been introduced that change the way we communicate with our shareholders regarding Annual and 

Half Year reports. As a result of this change, any previous instructions you have given us regarding your choice to receive printed 

copies of our Annual and Half Year Reports no longer

 apply. 

 

 

If you wish to receive a printed copy of the current Annual Report future Annual and Interim Reports, you can request these reports 

by visiting the Link Market Services Investor Centre at https://investorcentre.linkmarketservices.co.nz and updating your 

communication preferences.  You will require your CSN/Holder Number and Authorisation Code (FIN) to access and update your 

holding details. 

 

Alternatively, please complete and return this form at any time to our registry, Link Market Services either by mail to PO Box 91976, 

Auckland, by fax to (09) 375 5990, or by

 scanning and emailing to operations@linkmarketservices.com (please use “Metro Full Year 

Report” as the subject of the email for easy identification). 

 

I would like to receive a printed copy of the current Annual Report and future Annual and Interim Reports  

 

 

 

Email Communications 

If you do not currently receive your Metro investor communications electronically, we would like to take this opportunity to 

encourage you to elect to do so by providing your email address details online or by completing the section below.  Electronic 

communications are quick, cost effective and environmentally friendly. 

 

I wish to receive all my shareholder communications via email where possible to the following email address: 

 

 

 

 

If you have any further questions please do not hesitate to contact our share registry on 09 375 5998 or email 

enquiries@linkmarketservices.co.nz. 

 

Yours sincerely 

 

 

 

Andrew Paterson 

Company Secretary 

Metro Performance Glass Limited 

Please mark this box with a “✔” if you wish to receive a printed copy 

<RegLine1> 

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Holder Number: <CSN/Holder Number>

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

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