Metro Performance Glass’ 2018 Results
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.
2
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.
2
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/.
3
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.
4
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
---
Strictly
confidential
and
not
for
public
release
Metro
Performance
Glass
FY18
Results
Presentation
24
May
2018
Strictly
confidential
and
not
for
public
release
1
Disclaimer
This
presentation
(“
Presentation
”)
has
been
prepared
by
Metro
Performance
Glass
Limited
(Company
Number
5267882)
(“
Metro
Performance
Glass
”).
Please
do
not
read
this
Presentation
in
isolation
This
presentation
contains
some
forward
looking
statements
about
Metro
Performance
Glass
and
the
environment
in
which
the
company
operates.
Forward
looking
statements
can
generally
be
identified
by
the
use
of
forward
looking
words
such
as
“anticipate”,
“expect”,
“likely”,
“intend”,
“should”,
“could”,
“may”,
“propose”.
“will”,
“believe”,
“forecast”,
“estimate”,
“outlook”,
“target”,
“guidance”
and
other
similar
expressions.
Forward
looking
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and
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provided
in
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Presentation
are
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and
are
based
on
assumptions
and
estimates
which
are
subject
to
certain
risks,
uncertainties
and
change
without
notice.
Because
these
statements
are
forward
looking,
Metro
Performance
Glass’
actual
results
could
differ
materially.
Any
past
performance
information
in
this
Presentation
should
not
be
relied
upon
as
(and
is
not) an
indication
of
future
performance.Media
releases,
management
commentary
and
analysts
presentations
are
all
available
on
the
company’s
website.
Please
read
this
presentation
in
the
wider
context
of
material
previously
published
by
Metro
Performance
Glass.
There
is
no
offer
or
investment
advice
in
this
Presentation
This
presentation
is
not
an
offer
of
securities,
or
a
proposal
or
invitation
to
make
any
such
offer.
It
is
not
investment
advice or
a
securities
recommendation,
and
does
not
take
into
account
any
person’s
individual
circumstances
or
objectives.
Every
investor
should
make
an
independent
assessment
of
Metro
Performance
Glass
on
the
basis
of
independent
expert
financial
advice.
All
information
in
this
Presentation
is
current
at
the
date
of
this
Presentation,
and
all
currency
amounts
are
in
NZ
dollars,
unless otherwise
stated.
Metro
Performance
Glass
is
under
no
obligation
to,
and
does
not
undertake
to,
update
the
information
in
this
Presentation,
including
any
assumptions.
Disclaimer
To
the
maximum
extent
permitted
by
law,
Metro
Performance
Glass
and
its
affiliates
and
related
bodies
corporate,
officers,
employees,
agents
and
advisors
make
no
representation
or
warranty
(express
or
implied)
as
to
the
currency,
accuracy,
reliability
or
completeness
of the
information
in
this
Presentation
and
disclaim
all
liability
for
the
information
(whether
in
tort
(including
negligence)
or
otherwise)
to
you
or
any
other
person
in
relation
to
this
Presentation,
including
any
error
in
it.
Strictly
confidential
and
not
for
public
release
Agenda1.
FY18
highlights
2.
Financial
results
3.
Market
conditions
4.
FY19
outlook
and
financial
targets
5.
Strategy
update
6.
Q&A
session
2
Strictly
confidential
and
not
for
public
release
1.
Market
conditions
&
FY18
highlights
3
Strictly
confidential
and
not
for
public
release
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
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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
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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
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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.
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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.
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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.
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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
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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.
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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
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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
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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
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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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