Metro Performance Glass’ 2019 Results
METRO PERFORMANCE GLASS
23 May 2019
Metro Performance Glass Limited (NZX: MPG, ASX: MPP) – full year results announcement
for the year ended 31 March 2019
Please find attached the financial information required by NZX Listing Rules 10.3 and 10.4 together with a copy
of Metro Glass’ full year results presentation and Annual Report for the year ended 31 March 2019.
Documents attached:
1. Market announcement in relation to the full year results;
2. Full year results presentation;
3. Metro Glass’ Annual Report including group financial statements for the year ended 31 March 2019;
4. NZX Appendix 1; and
5. ASX Compliance Confirmation under ASX Listing Rule 1.15.3.
Yours sincerely
Andrew Paterson
Company Secretary
Metro Performance Glass Limited
---
NZX (MPG), ASX (MPP) and media release 23 May 2019
Steady progress in New Zealand offset by transitional year in Australia
Summary of the results for the 12 months ended 31 March 2019 (FY19)
1
Group revenue in line with the prior year. EBIT was in line with our March earnings guidance, but below
last year following poor trading results in Australia and resulting intangible asset impairment
Reported net debt reduced by $11.0 million to $83.3 million
Capital expenditure down by 62.0% year on year to $7.8 million
Positive progress in NZ with improved operating performance and financial results. NZ revenue grew 2.1%
and EBIT grew 6.3% benefiting from favourable product mix and pricing, and efficiency gains
Disappointing Australian results impacted by protracted operational challenges in Victoria and New South
Wales, and the start-up of the new Tasmanian plant. Improvements now emerging following business reset
NZ$9.6 million impairment charge on Australian Glass Group’s (AGG) intangible assets
Metro Performance Glass (Metroglass) today reports FY19 financial results in line with the guidance provided
on 18 March 2019, with good progress in New Zealand diluted by significant challenges in Australia.
Group revenue for the year to 31 March 2019 of $267.8 million was in line with last year, with New Zealand up
2.1% and Australia down 9.0%. EBIT before significant items fell 18.4% to $25.2 million. Primarily as a result of
an impairment charge on Australian assets, group NPAT declined to $5.0 million, from $16.3 million in FY18.
NPAT before significant items declined to $14.2 million, from $18.4 million in FY18.
Reported group net debt at 31 March 2019 of $83.3 million was down $11.0 million year on year, due to a 62.0%
reduction in capital expenditure, working capital reduction in New Zealand, a weaker Australian dollar and
having only made one dividend payment in the year. Strong cash generation in New Zealand was offset by the
negative operating cash flow in Australia.
CEO Simon Mander said: “Progress has been made across all parts of the group this year, and we are pleased
with the operational improvements and stronger financial results achieved in New Zealand. The Australian
business, AGG had a disappointing year, taking longer than expected to recover from the significant operational
changes we’ve made over the past 18 months.
“We have a clear strategy and plan in place for AGG, and in the latter stages of the financial year we improved
service delivery in all three states, reduced reworks and achieved a more stable and engaged workforce. These
1
All prior period comparisons are to the full year ended 31 March 2018 (FY18) unless otherwise stated.
2
All non-Generally Accepted Accounting Principles (GAAP) financial measures are defined and reconciled to a GAAP measure in the
2019 Annual Report also released today, available here: https://www.metroglass.co.nz/investor-centre/annual-interim-reports/.
3
Significant items were $9.6m of intangible asset impairment cost in FY19 and $2.9m of CEO departure and recruitment costs in
FY18.
NZ$m New Zealand Australia Group
FY19 FY18 FY19 FY18 FY19 FY18
Revenue 217.4 212.9 50.4 55.4 267.8 268.3
Segmental EBIT
2
31.1 29.2 (4.8) 3.2
EBIT before significant items
3
25.2 30.9
EBIT 15.7 28.0
Net Profit for the period before significant items 14.2 18.4
Net Profit for the period (or NPAT) 5.0 16.3
positive changes have resulted in a number of former customers already returning and we’re focused on
regaining their confidence and trust.“
New Zealand – steady progress
New Zealand revenue rose 2.1% to $217.4 million (~80% of group revenue), with increases in North Island
revenue offsetting further declines in the Canterbury region. Residential and Retrofit sales were in line with last
year, and commercial glazing revenue grew 8.9% to $52.5 million.
Segmental EBIT grew 6.3% benefiting from favourable product mix including more safety- and heat
strengthened-glass as a result of recent building code changes, and pricing and efficiency gains.
Metroglass is being more considered in how it brings on new sales volumes, or tenders for complex commercial
projects. New Zealand’s revenue and margins both improved year on year, however management believe its
share of the overall market declined with increased imports and domestic competition.
Metroglass’ New Zealand operations also delivered improved customer service and operational metrics
following the launch of a number of people and process focussed initiatives. Pleasingly, over the course of the
year, customer service levels improved and voluntary staff turnover and absenteeism declined.
Competitive landscape in New Zealand
The New Zealand market is rapidly evolving, with the buoyant housing and construction markets encouraging
investment from new and existing players.
In November 2018, a large aluminium extruder, based in the upper North Island announced their intention to
enter the glass processing market. This announcement had a negative impact on market commentator’s views
of Metroglass’ value, and consequently the share price.
The board considers that the current share price does not reflect the underlying value of the business, and
incorporates an overly pessimistic view of the group’s future in both New Zealand and Australia.
As at today, there continues to be little reliable information available about the new entrant’s specific plans.
Metroglass’ board and management have undertaken detailed market impact assessments and anticipate that
once the plant commences production a gradual reduction in our sales from window fabricators affiliated to the
new entrant, primarily in the upper North Island, could be expected in the following years.
Our customers already have the ability to select between multiple glass suppliers, and yet choose to work with
us. We’re working hard to continually improve their experience and have made good steps forward this year.
Metroglass is the clear market leader in New Zealand and is well placed to succeed having already significantly
invested in new manufacturing capacity and people capabilities. The company will continue to focus on
differentiating and reinforcing its value proposition to its customers through continued execution of its strategy.
We will draw on our scale advantages, strong customer relationships and the depth of talent the business has
built up over its more than 30-year history.
Australia – improvements emerging following business reset
Australian Glass Group’s (AGG) FY19 revenue declined by 9.0% to $50.4 million and Segmental EBIT fell from
$3.2 million in FY18 to a loss of $4.8 million in FY19. The business had a challenging year as it worked to bed in
the substantial changes made across the business over the past 18 months. These changes have included a
major capital programme, the shift from domestic to international glass supply, moving the business’
manufacturing and sales focus towards double glazing products, and opening AGG’s Tasmanian plant.
Progress in Australia was slower and more challenging than expected, with inconsistent manufacturing
performance and high staff turnover significantly impacting customer service in the 2018 calendar year.
AGG’s disappointing financial performance this year was particularly driven by the operational issues in Victoria
and NSW and the start-up of the new Tasmanian factory. These operational challenges have been progressively
addressed through increased management support as well as additional training and recruitment to fill capability
gaps. In the second half of the financial year, and particularly in the final quarter, AGG steadily improved its
service delivery in all three states, reduced reworks and had a more stable and engaged workforce. A number
of customers have returned in response to these positive changes, albeit some are trialling supply on a limited
basis. These improvements take time to flow into financial results.
The new Tasmanian manufacturing facility is the seventh in the Metroglass group. Tasmania met its year one
financial goals, which included breaking even on an EBIT basis in the final quarter of FY19.
We are implementing a state-by-state plan to turn AGG’s disappointing results around. NSW in particular, as an
underperforming business, has clear milestones in place for performance improvement that must be met within
the year ahead. As the business stabilises, its ongoing operating costs will be reviewed.
The carrying value of AGG’s assets has been reviewed following the business’ recent performance, resulting in a
NZ$9.6 million impairment of intangible assets. This is presented as a significant item in the financial statements.
Market conditions and outlook
In New Zealand economic fundamentals have continued to support strong demand for construction and glazing
products. Looking forward, similar conditions are expected for the coming period; however, we also anticipate
supply constraints in the broader market to persist potentially delaying the impact of the recent growth in
residential consents.
The growth in consents in recent years has primarily been in the multi-dwelling segments (townhouses,
apartments etc.) which typically cover less floor area per consent, require less double glazed units, and more
internal fit out products such as showers, mirrors and balustrades.
Further declines in Australian housing starts are expected, particularly in multi-residential inner city demand.
AGG primarily services the new detached housing construction and alterations and additions markets that have
historically been more stable. We continue to see evidence of increased penetration of double glazing in our key
markets and opportunities as a smaller player, in a large and fragmented market.
Mr Mander said: “Metroglass will continue to focus on differentiating and reinforcing its value proposition to its
customers through continued execution of our strategy. We will draw on our scale advantage, strong customer
relationships and the depth of talent the business has built up over its more than 30-year history.
“While being acutely aware of the challenges ahead, Metroglass is firmly focussed on rebuilding shareholder
value through further improved performance in New Zealand, and by executing its plan for stabilising and
growing the Australian business. There is a clear strategy and plan in place as we position the company for
further success and improved financial results in the coming year.”
The company will provide shareholders with a trading update, including preliminary financial guidance for the
2020 financial year, at our Annual Shareholders’ Meeting on 26 July.
/Ends
Full year results webcast and conference call details
Metro Performance Glass Limited will host a conference call today to review its FY19 results. The conference call
is scheduled to begin at 10am NZDT, and can be joined by webcast or conference call.
You can listen to the webcast via the company’s website: www.metroglass.co.nz/investor-centre or directly:
https://edge.media-server.com/m6/go/Metro-Glass-2019-full-year-results. Please allow extra time prior to the
webcast to visit the site and download streaming software if required. An online archive of the event will be
available after 2pm today.
To join the conference call, participants will need to dial in to one of the numbers below at least 5 minutes prior
to the scheduled call time and identify yourself to the operator. When prompted, please quote the conference
code: 2090673.
New Zealand Toll Free 0800 423 970 International +64 (0)9 9133 622
Australia Toll Free 1800 573 793 Sydney, Australia +61 (0)2 9193 3706
Melbourne, Australia +61 (0)3 8317 0932 United Kingdom Toll Free 0800 358 6377
US/Canada Toll Free 800 458 4121
For further information, please contact:
Andrew Paterson
Investor Relations
(+64) 027 403 4323
andrew.paterson@metroglass.co.nz
---
Strictly confidential and not for public release
FY19 Annual Results Presentation
23 May 2019
Metro Performance Glass
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
statements, opinions and estimates provided in this Presentation are inherently uncertain 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 thispresentation 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 adviceor 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 ofthe 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
Summary of the year
Summary of the year
•EBIT in line with March guidance, stronger debt reduction
•Improved financial results in New Zealand (80% of group revenue)
•Good progress made on people and customer focused initiatives in NZ,
positioning the company well for increased competition
•New Tasmanian plant achieved year one targets including reaching EBIT
breakeven in Q4
•Strengthened balance sheet reported net debt reduced by $11m
•Simon Mander joined in November as Metroglass’ new CEO
Balanced by
•Disappointing Australian financial results, including impairment of
Australian intangible assets. Remedial actions and clear milestones in
place for performance improvement
•Operational improvements now emerging in Victoria and New South
Wales following business reset
•Increased competition across our markets
2
Metroglass’ position in NewZealand
•Metroglass is a clear market leader and is
well placed to succeed having invested
ahead of its competition in new
manufacturing capacity and people
capabilities
•The company will continue to focus on
differentiating and reinforcing its value
proposition to its customers through
continued execution of its strategy
•We will draw on our scale advantages,
strong customer relationships and the
depth of talent the business has built up
over its more than 30-year history
Strictly confidential and not for public release
Our strategy at a glance
3
Our goals
Deliver market leading customer service
Develop our organizational capabilities
Uphold our scale strength through
product & channel leadership
Leverage that scale to deliver
solutions efficiently
Strictly confidential and not for public release
Executing on Metroglass’ strategic objectives (1/2)
The New Zealand operations have achieved sustained incremental improvements in customer experience, operating performance and culture. The
Australian business has taken longer to reset its operations, however the business stabilised in the second half
1. Deliver market
leading customer
service
•Continued improvement in NZ customer service–lower external reworks, improved responsiveness
•Actioningfeedback from customer survey –focusing on quality, delivery in full, and delivery on time
•AGG service levels continuing to improve
Action:Reset of Australian business improved customer service metrics (DIFOT, reworks) in all three states through the second half of the
financial year and into FY20
2. Develop our
organisational
capabilities
•Mixed H&S performance with increased LTIFR and decreased TRIFR
Action: Focusing on improved safety through preventative efforts; appointed a Group H&S Manager (also on senior leadership team)
•Increasingly stable team in NZ, with voluntary staff turnover declining 9% and absenteeism ~10% YOY
•Delivered initiatives to better support, train and engage our people
•Included a group-wide staff engagement survey and appointment of a learning and development manager
•Strengthened AGG leadership team and front-line factory supervision in NZ
•Aligned NZ wage rates with a competitive labourmarket and reinvigorated our apprenticeship programme
•Completed a number of IT system improvements with a focus on people and customer service
•New Group CEO Simon Mander joined in November 2018
4
Strictly confidential and not for public release
Executing on Metroglass’ strategic objectives (2/2)
3. Uphold our scale
strength through
product & channel
leadership
•Metroglass’ NZ revenue and margins grew, but market share of glass imports declined on new competitor capacity, lower inventory by
$1.6m and mix focus
•Commercial glazing revenue grew by 8.9%, residential and Retrofit sales in line with last year
•AGG revenue declined 9.0%, following operational issues
Action: Rebuild customers’ confidence and trust through sustained improvements in operating performance. Good progress in the
second half of the financial year is continuing
•New Tasmanian plant met its year one financial goals, including reaching EBIT break even in Q4 FY19
•AGG launched its ‘good-better-best’ range of low-emissivity (LowE) double glazed units
•AGG product specifications now available in the widely used Window Energy Rating Scheme (WERS) system
4. Leverage our scale
to deliver
solutions efficiently
•Increased NZ margins through favourableproduct mix and pricing, with efficiency gains offsetting cost pressures in labour, distribution and
materials
•Achieved labourefficiency gains (and service improvements) in NZ resulting from a more stabilized workforce and increased front-line
leadership roles
•Completed improved finished goods delivery system trials in two NZ plants with positive results
•Reshaped the Canterbury business in line with reduced activity levels
•Refreshed manufacturing continuous improvement program launched in Auckland and Christchurch with good early progress
•Lower growth rate than anticipated in Retrofit
Action: Re-prioritisedRetrofit marketing activity, executing an operational effectiveness programme
•Operational challenges impacted Australian labourefficiency, particularly in the first half of the year
Action:Initial cost reduction plan has been executed. As the business stabilizes, its operating costs will be reviewed
5
Strictly confidential and not for public release
FY19: Key financial outcomes
Group revenue of $267.8m in line with pcp, EBIT* of $25.2m (-18%)
and NPAT* of $14.2m (-23%), impacted by poor trading results in
Australia
NZ revenue of $217.4m (+2%) and EBIT of $31.1m (+6%), with
growing North Island activity offset by further South Island declines.
Sustained improvements in service levels were delivered
The Australian business delivered an EBIT loss of $4.8m vs. EBIT of
$3.2m in FY18 driven by operational challenges and the Tasmanian
plant start-up. A new senior leadership team is in place and
operational improvements observed in 2H19
Reported net debt decreased by $11m to $83.3m (2.1x EBITDA)
Announced the intention to prioritise debt repayments and declare
no dividends until reported net debt to EBITDA reduces to ~1.5x
Capex reduced by 62% to $7.8m
6
1
2
3
4
5
* Before significant items
6
Strictly confidential and not for public release
2.7
2.7
2.8
2.7
2.7
2.6
FY17FY18FY19
VICNSWACTTAS
5.6
5.7
5.7
2.4
2.0
2.0
4.1
4.6
5.2
FY17FY18FY19
South IslandNorth Island
6.5
6.6
36,179
38,423
38,275
29,670
29,565
28,868
FY17FY18FY19
VictoriaNSWACTTAS
8,910
8,374
8,528
21,716
23,018
25,988
FY17FY18FY19
South IslandNorth Island
•Residential dwelling
consents for 12
months to 31 March
19 rose +10%
•North Island +13%
•South Island +2%
Canterbury 0%
Building activity levels remain at historically high levels, with positive leading
indicators in NZ and negative indicators in Australia
7
New Zealand –# of residential consents
1
New Zealand –value of non-residential consents ($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 2019). No lag has been applied.
2. Source: Statistics NZ, value of non-residential consents (new plus altered; 12 months to 31 March 2019).
3. Source: Australian Bureau of Statistics, 8731.0 Building Approvals, Australia (12 months to 31 March 2019).
•Double glazing
penetration is increasing
•Detached dwelling
(house) approvals for the
12 months to 31 March
19rose 0.1%
•Victoria -0.4%, NSW -2.4%
•The value of alterations
and additions for the 12
months to 31 March 19
rose +0.1%
•Victoria +0.9%, NSW –
3.1%
•The value of non-
residential dwelling
consents for the 12
months to 31 March
19 rose +8%
•North Island +13%
•South Island -3%
Strong economic and demographic fundamentals continue to support strong activity (moderating but still high migration, low interest rates,
underbuilt Auckland, KiwiBuild), but supply-side constraints (capacity, costs, credit availability) are impacting growth
31,392
34,516
7.1
30,626
68,847
71,333
71,405
+2.2%
+10%
+8.0%
+2.1%
Strictly confidential and not for public release
Conducted extensive customer survey, re-prioritised internal initiatives to align
with customer requirements
Focus has been on building organisational capability in order to improve our
service to customers
–Service metrics have been highest achieved in over 2 years, e.g. items
delivered on time or within 48 hours if late (late-tail-DIFOT) improving
from an average of 86% H2 2018, to 93% in FY19.
–Filled all operational leadership roles and strengthened supervisor levels
across sites
–Reset of wage rates to more accurately reflect the market
–Voluntary staff turnover continues to decline –31% in FY18 to 22% in FY19
Re-shaped the Canterbury business inline with reduced activity levels, will provide
dedicated focus on production, glazing and the merchant/retail market
Margins in New Zealand have been supported by selling an increasingly higher-
value product mix, including more safety-and heat-strengthened glass as a result
of building codes changes in 2017.
8
Operational update –New Zealand
Strictly confidential and not for public release
Changes in Metroglass’ competitive landscape
•
The New Zealand market is rapidly evolving, with the buoyant housing and construction markets encouraging investment from new and
existing players
•
As at today, there continues to be little reliable information available about new entrant’s specific plans
•
Metroglass’ board and management anticipate that once the plant commences production a gradual reduction in our sales from window
fabricators affiliated to the new entrant, primarily in the upper North Island, could be expected in the following years
•
Today our customers already have the ability to select between multiple glass suppliers, and yet choose to work with us. We’re workinghard
to continually improve their experience and have made good steps forward this year
•
Metroglass is well placed to succeed having already significantly invested in new manufacturing capacity and people capabilities. The
company will continue to focus on differentiating and reinforcing its value proposition to its customers through continued execution of its
strategy
9
Strictly confidential and not for public release
Tasmania
Embedded processes and organisational capability in new facility with full glass processing capability, (including LowEglass)
Transition of service from Victoria to the new plant saw service levels fall and a (temporary) loss of market share
The plant is now performing well, with sales run rate ahead of AGG’s historical sales to Tasmania from Victoria
Offers better service to the market and releases capacity in Victoria
EBIT positive run rate in final quarter, achieving year 1 financial and operational goals
10
Operational update –Australia
New glass processing plant based in Hobart, Tasmania.
Strictly confidential and not for public release
New South Wales
Variable production performance in the period as the business transitions
focus away from toughened glass towards double glazing
Plant transferred from Highbrook is now performing well, increased capacity
now on stream to support growth across market in South East
Reduction in headcount of c. 20% on the back of capital program bringing
improved layout and equipment reliability
Organisational and process changes now embedded and beginning to take
effect
Victoria
Capital programme has delivered the right equipment to meet market
demand
Variable production performance in the period. Excess capacity following
commissioning of Tasmania plant also led to diseconomies of scale
Organisation and culture changes in progress to drive sales and financial
performance improvements.
Additional capacity installed by competitors alongside the strong market
activity
Profitable business
11
Operational update –Australia
% external reworks
0%
1%
2%
3%
4%
Q1-19 Q2-19 Q3-19 Q4-19 FY20 YTD
AGG DIFOT
60%
65%
70%
75%
80%
85%
90%
95%
100%
Q1-19 Q2-19 Q3-19 Q4-19 FY20 YTD
Strictly confidential and not for public release
FY19: Group revenue
12
Metroglass Group revenue (NZ$m)
1
Notes:
1. Theallocation ofsalesbetweenresidentialandcommercialapplicationsisdifficultasMetroglassdoesn’talwaysknowtheenduseofapieceofglass.Thecategorisationmethodologyis
consistentacrossperiods,howeverCommercialGlazingrevenuewillincludesomelevelofresidentialglazingsalesandservices.
-9%
$143.2
$48.2
$21.5
$55.4
$268.3
$143.1
$52.5
$21.8
$50.4
$267.8
Residential (NZ) Commercial Glazing
(NZ)
Retrofit (NZ) Australian Glass Group
FY18FY19
+2% NZ
0%+9%+2%0%
Strictly confidential and not for public release
FY19: Full year results summary
13
1. EBITDAbeforesignificantitems,EBITbeforesignificantitemsandSegmentalEBITarenon-GAAPmeasuresoffinancialperformance.Additionaldetailisprovidedonslide21ofthisrelease.
2. ThefullsegmentnoteisavailableintheFY19AnnualReport(financialstatementsnote2.1)
Segment results (NZ$m) FY19 FY18 % chg
New Zealand
Revenue217.4 212.9 2%
SegmentalEBIT
1
31.1 29.2 6%
GM%50.7% 49.5%
Australia
Revenue50.4 55.4 -9%
Segmental EBIT(4.8) 3.2 -251%
GM%
21.9% 30.7%
NZ$mFY19 FY18 % change
Revenue267.8 268.3 0%
EBITDA before significant items
1,2
39.7 43.3 -8%
Depreciation & amortisation 14.5 12.4 17%
EBIT before significant items
1,2
25.2 30.9 -18%
Net profit for the period before
significant items
2
14.2 18.4 -23%
Significant items after tax(9.2) (2.1) n/a
Net profit for the period5.0 16.3 -69%
Basic EPS (cents) before significant
items
2
7.7 9.9 -23%
Basic EPS (cents)2.7 8.8 -69%
Total dividend (cps)- 7.6 n/a
Strictly confidential and not for public release
30.9
25.2
4.8
1.0
0.5
0.9
0.5
0.4
2.5
2.2
1.4
1.1
0.4
0.4
FY18 EBIT
Underlying NZ gross profit %
improvement
NZ distribution costs
NZ factory management
NZ short term incentives
NZ overheads, depreciation
& other
TAS EBIT
(1st year of operation)
VIC EBIT lost on transfer
of volume to TAS
Other VIC revenue decline
NSW revenue decline
AGG depreciation
AGG electricity & other
Other Group costs
FY19 EBIT
FY19: EBIT summary
14
EBIT bridge: FY18 to FY19 ($m)
AustraliaNew Zealand
Strictly confidential and not for public release
15
FY19: Summary cash flow & balance sheet
The New Zealand operations continued with its progress
reducing working capital by $3.1m for the second successive
year on the back of reduced inventory levels.
Net operating cash flows improved marginally on the prior year
with improved EBITDA partially offset by the timing of tax
payments in the period.
Working capital in AGG was in line with the prior year as lower
accounts receivable were offset by a higher inventory balance
as expected sales did not eventuate.
The business had negative operating cash flow on account of
the loss incurred during the year.
Capital expenditure was 62% lower than FY18
The Group refinanced its syndicated borrowing facilities for a
further three year term in September 2018, retaining
headroom of more than $30m. There were no changes in
lender covenants
Reported net debt decreased by $11.0m year on year, through
reduced capital expenditure and NZ borrowing repayments
offset. Group gearing
3
decreased from 37.0% at 31 March 2018
to 34.7% at 31 March 2019
Notes:
1. Networkingcapital:trade&otherreceivables+inventory–trade&otherpayables.
2. Gearing:netinterestbearingdebt/(netinterestbearingdebt+equity).
Key balance sheet items (NZ$m) FY19FY18
Net working capital
1
31.932.6
Property plant & equipment
64.668.4
Total assets
289.0300.8
Net debt
83.394.3
Total shareholders equity
157.0160.3
Keycash flow items (NZ$m)FY19FY18
EBIT
25.230.9
Operating cash flows
23.633.6
Capital expenditure
7.820.6
Dividends paid
7.014.1
Strictly confidential and not for public release
FY19: Net debt and capital expenditure
16
Metroglass Group capital expenditure (NZ$m)
Net debt reduced by $11m to $83.3m
Capital expenditure reduced 62% to $7.8m
Capex has been funded by debt and operating cash flow
–Includes refurbishing plant and equipment that extends
life, H&S improvements, efficiency projects, IT
replacement capex
–Ongoing investment in expanding and upgrading our
fully owned fleet of ~350 vehicles
Net debt (NZ$m) and Gearing (%)
47.4
43.6
94.5
94.3
83.3
125.0
24.9%
22.7%
37.6%
37.0%
34.7%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
0
20
40
60
80
100
120
140
FY15 (8
months)
FY16 FY17 FY18 FY19Total Bank
Facility
Axis Title
Net DebtGearing Ratio
20.5
13.9
57.6
20.6
7.8
FY15 (8 months) FY16FY17FY18FY19
Capital ExpenditureAcquisitions
Strictly confidential and not for public release
FY19: Cash flows
17
Strong net cash from operations -New Zealand cash flow performance offset by AGG
Final FY18 dividend of $7m paid during the year
94.3
83.3
37.9
(5.3)
(9.0)
(7.8)
(7.0)
2.2
FY18 net debtNet cash from operationsInterest paidTax paidInvesting activitiesDividendsForeign Exchange and otherFY19 net debt
Strictly confidential and not for public release
Outlook for FY20
The market
In New Zealand, building activity to remains at consistent
strong levels
Anticipate that housing starts in detached and A&A will remain
near current levels
A trading update, including preliminary financial guidance for
the 2020 financial year, will be provided at our Annual
Shareholders’ Meeting on the 26 July
Executing our strategy
Reset of AGG business, with a focus on building on the
improved customer service metrics and delivering customer
value
Focus on improving safety through preventative efforts
Continued improvement of quality and service
Focus on developing our capabilities and people
Build a nationally aligned retrofit business model
18
Strictly confidential and not for public release
Q&A session
Strictly confidential and not for public release
Appendix: Explanation of non-GAAP profit measures
20
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: $9.6m
of intangible asset impairment cost which is not tax deductible in FY19
("Impairment of intangible assets") and $2.9m of CEO departure and
recruitment costs in FY18 ("CEO departure & recruitment costs")
•Segmental EBIT: Segment EBIT before significant items
•EBIT before significant items: EBIT less significant items, being: intangible
asset impairment cost and CEO departure & recruitment costs
•Profit for the period before significant items: Profit for the period less
significant items, being: intangible asset impairment cost and CEO departure
& recruitment costs
•NPATA: Profit for the Period before the amortisation of acquisition-related
intangibles and its associated tax effect
We believe that these non-GAAP financial measures provide useful information
to readers to assist in the understanding of our financial performance, financial
position or returns, but that they should not be viewed in isolation, nor
considered as a substitute for measures reported in accordance with NZIFRS
Non-GAAP financial measures may not be comparable to similarly titled amounts
reported by other companies
Full year to 31 March
FY19FY18
($M)($M)
Profit for the period before significant items14.2 18.4
Less: Impairment of intangible assets(9.2)-
Less: CEO departure and recruitment costs (tax
effected)
-(2.1)
Profit for the period (GAAP)5.0 16.3
Add: taxation expense5.5 7.1
Add: net finance expense5.1 4.7
Earnings before interest and tax (EBIT) (GAAP)15.7 28.0
Add: depreciation & amortisation14.5 12.4
EBITDA30.1 40.4
EBIT (GAAP)15.7 28.0
Add: Impairment of intangible assets9.6 -
Add: CEO departure and recruitment costs-2.9
EBIT before significant items25.2 30.9
EBITDA30.1 40.4
Add: Impairment of intangible assets9.6 -
Add: CEO departure and recruitment costs-2.9
EBITDA before significant items39.7 43.3
Profit for the period (GAAP)5.0 16.3
Add back: amortisation of acquisition-related
intangibles and its associated tax effect
1.7 1.9
NPATA6.7 18.2
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/
21
Simon Mander –Chief Executive Officer
Simon.Mander@metroglass.co.nz
(+64) 029 636 2661
John Fraser-Mackenzie –Chief Financial Officer
john.fraser-mackenzie@metroglass.co.nz
(+64) 027 551 6751
Andrew Paterson –Investor Relations
andrew.paterson@metroglass.co.nz
(+64) 027 403 4323
---
ANNUAL
REPORT
2019
Chair and Chief Executive’s Review .......................................2
Management Commentary .......................................................6
Our Strategy at a Glance.........................................................10
Board of Directors ....................................................................12
Senior Leadership Team ...........................................................14
Financial Statements ................................................................17
Notes to the Financial Statements .....................................22
Independent Auditor’s Report ..............................................52
Corporate Governance ............................................................57
Statutory Information ..............................................................71
Company Directory ...................................................................76
This report is dated 23 May 2019
and is signed on behalf of the
Board of Metro Performance
Glass Limited by Peter Griffiths,
Chair, and Bill Roest, Director.
Peter Griffiths
Chairman
Willem (Bill) Roest
Director
It has been a challenging year with
Metro Performance Glass’s group
performance experiencing both significant
achievements and disappointments.
Positives can be taken from the continued
improvements and stronger financial
results demonstrated in the New Zealand
business; however, it has taken longer
for a similar improvement to emerge in
Australia.
Acknowledging these
unsatisfactory results in
Australia, we have set our
priorities for the year ahead
and restructured our
operations to enable us to
deliver on them.
We undertook to prioritise
debt reduction at the
expense of dividends in the
near term, as we work
towards our gearing target
of 1.5 times EBITDA to net
debt. At 31 March 2019 this
ratio was 2.1 times. Reported
net debt reduced by $11.0
million year on year, ahead of
the $7.0 million we had
previously guided.
Good progress was made on
people- and customer-
focused initiatives, with
improved service metrics and
stronger people retention
achieved over the course of
the year.
The company operates in a
dynamic and competitive
environment. The board and
management remain
confident in the group’s
strategy and are committed
to its objectives of providing
the best customer service,
developing its people, and
leveraging its scale to
efficiently deliver leading
glass solutions.
NEW CEO IN PLACE
After an extensive search, we
announced the appointment
of Simon Mander as Chief
Executive in November 2018.
Since joining, Simon has had
the opportunity to visit all of
our Australasian sites and to
meet many of our 1,200 staff,
as well as many of our
customers and suppliers.
Simon believes that the
group has clear direction and
goals, while being acutely
aware of the challenges
ahead. He considers the
group to be firmly focused on
rebuilding shareholder value,
through further improved
performance in New Zealand
and by executing its plan for
initially stabilising the
Australian business to enable
profitable growth over time.
The health and safety of our
people is an absolute priority.
Glass is a fragile, heavy and
hazardous product to work
with, so we must ensure that
our people are well trained,
well equipped and have safety
at the forefront of their
mind.
REVENUE AND
EARNINGS PERFORMANCE
Group revenue of $267.8
million in FY19 was in line with
last year, with New Zealand
revenue growth of 2.1%
offset by a 9.0% decline in
Australian revenue.
In New Zealand, Metroglass
grew EBIT
1
by 6.3% to $31.1
million in FY19, but our poor
execution in Australia saw
EBIT fall from $3.2 million in
FY18 to a loss of $4.8 million
this year. This was
particularly impacted by
operational issues in Victoria
and New South Wales (NSW)
and the start-up of the
new Tasmanian factory.
Consequently, group
EBIT declined 18.4% to
$25.2 million.
1 Earnings before interest and tax, before significant items.
Peter Griffiths
CHAIRMAN
Simon Mander
CEO
CHAIR AND
CHIEF EXECUTIVE’S
REVIEW
ChhaCir nde frExcu
2
METRO PERFORMANCE GLASS LIMITED
Following the poor
performance in Australia, the
carrying value of Australian
Glass Group’s (AGG) assets
has been reviewed, resulting
in a NZ$9.6 million impairment
on AGG’s intangible assets.
This is presented as a
significant item in the
financial statements. Net
profit for the period (NPAT)
declined to $5.0 million from
$16.3 million in the prior year
primarily as a result of the
impairment charge. NPAT
before significant items
declined to $14.2 million from
$18.4 million in the prior year.
NEW ZEALAND
– STEADY PROGRESS
In New Zealand, which
represents approximately
80% of group revenues,
Metroglass made good
progress this year with
improved operating
performance and financial
results.
In line with our strategy of
making Metroglass a great
place to work, we invested in
a number of people-focused
initiatives including enhanced
on-boarding, increased front-
line leadership in our plants,
additional training, and
improved pay and recognition
across the business. We have
also grown our apprenticeship
base and aim to double this in
FY20. These initiatives have
pleasingly seen voluntary
staff turnover reduce from
31% in FY18 to 22% in FY19,
and absenteeism decrease by
approximately 10% over the
course of the year,
reinforcing the improved
engagement and stability of
our team.
In addition, Metroglass
invested in building closer
relationships with its
customers. Our recent New
Zealand-wide customer
survey provided valuable
feedback on how to prioritise
our improvement efforts,
with quality, delivery on time,
and delivery in full being the
top three priorities noted.
While there will always be
more to do, in FY19 we
achieved further improved
customer service levels - e.g.
with ‘late-tail-delivery-in-full-
on-time’ performance
improving from an average
from 86% in H2-FY18 to 93%
in FY19.
Alongside better operating
performance, higher gross
margins in New Zealand have
been supported by selling an
increasingly higher-value
product mix, including more
safety- and heat-
strengthened glass as a
result of building code
changes in 2017.
Metroglass is being more
considered in how it brings on
new sales volumes, or
tenders for complex
commercial projects. New
Zealand’s revenue and
margins both improved year
on year, however
management believe its share
of the overall market declined
with increased imports and
domestic competition.
The company also reduced
the cost base of its
Canterbury business in the
year, and will have moved
from a peak of four
Christchurch sites to two by
July this year. This footprint
will better align with the
lower regional activity levels
and the customer needs in
that market.
We are pleased with the
achievements made in New
Zealand this year, but we
continue to see many
opportunities for further
improvement.
COMPETITIVE LANDSCAPE
The New Zealand market is
rapidly evolving, with the
buoyant housing and
construction markets
encouraging investment from
new and existing players.
In November 2018, a large
aluminium extruder, based in
the upper North Island
announced its intention to
enter the glass processing
market. This announcement
had a negative impact on
market commentator’s views
of Metroglass’ value, and
consequently the share price.
The board considers that the
current share price does not
reflect the underlying value
of the business, and
incorporates an overly
pessimistic view of the
group’s future in both
New Zealand and Australia.
As at today, there continues
to be little reliable
information available about
the new entrant’s specific
plans; however, Metroglass’
board and management have
undertaken detailed market
impact assessments and
anticipate that once the
plant commences production
a gradual reduction in our
sales from window
fabricators affiliated to the
We are pleased
with the
achievements
made in
New Zealand
this year, but
we continue
to see many
opportunities
for further
improvement.”
$267.8M
GROUP REVENUE
$11.0M
REPORTED NET DEBT
REDUCTION
3
new entrant, primarily in the
upper North Island, could be
expected in the following
years.
However, we would also note
that today our customers
already have the ability to
select between multiple glass
suppliers, and yet choose to
work with us. We’re working
hard to continually improve
their experience and have
made good steps forward
this year.
Metroglass is the clear
market leader in New Zealand,
and is well placed to succeed
having already significantly
invested in new
manufacturing capacity and
people capabilities. The
company will continue to
focus on differentiating and
reinforcing its value
proposition to its customers
through continued execution
of its strategy. We will draw
on our scale advantages,
strong customer
relationships and the depth
of talent the business has
built up over its more than
30-year history.
AUSTRALIA – IMPROVEMENTS
EMERGING FOLLOWING
BUSINESS RESET
AGG had a challenging year
as it worked to bed in the
substantial changes made
across the business over the
past 18 months. These
changes have included a
major capital programme, the
shift from domestic to
international glass supply,
moving the business’
manufacturing and sales
focus towards double glazing
products, and opening AGG’s
Tasmanian plant. Progress
was slower and more
challenging than expected,
with inconsistent
manufacturing performance
and high staff turnover
significantly impacting
customer service in the 2018
calendar year.
AGG’s disappointing financial
performance this year was
particularly driven by the
operational issues in Victoria
and NSW and the start-up of
the new Tasmanian factory.
These challenges have been
progressively addressed
through increased
management support as well
as additional training and
recruitment to fill capability
gaps. As the business
stabilises, its ongoing
operating costs will be
reviewed.
In the second half of the
financial year, and particularly
in the final quarter, AGG
steadily improved its service
delivery in all three states,
CHAIR AND CHIEF EXECUTIVE’S REVIEW CONTINUED
reduced reworks and had a
more stable and engaged
workforce. These positive
changes have resulted in a
number of customers
returning, albeit some are
trialling supply on a limited
basis as AGG works to regain
their confidence and trust.
Accordingly, these changes
take time to flow into
financial results.
The new Tasmanian
manufacturing facility is
AGG’s third plant and the
seventh across the group.
Tasmania pleasingly met its
year one financial goals, which
included breaking even on an
EBIT basis in the final quarter
of FY19.
The commissioning of the
Tasmanian plant also freed
up production capacity in
AGG’s largest plant based in
Victoria, which had previously
serviced Tasmania. The key
Victorian business remains a
profitable business. The spare
capacity in Victoria was not
utilised within FY19 resulting
in a weaker financial
performance versus the prior
year, but provides the
opportunity for future sales
growth in this region.
The NSW business has faced
considerable challenges in
changing its manufacturing
and sales focus away from
processed glass products (i.e.
shower doors, balustrades)
AcckAnowledwgoi th
4
METRO PERFORMANCE GLASS LIMITED
towards double glazing,
where we see better
potential over the medium
term. The extensive
upgrading and reconfiguring
of NSW manufacturing
equipment in early 2018 was
not well executed and caused
prolonged disruption to our
people and customers.
With all equipment
commissioning and training
completed and new
management making a
positive impact, the NSW
business improved its output
and service delivery, reduced
staff turnover by a third, and
won a number of new
customers in the later
stages of the financial year.
We are implementing a state-
by-state plan to turn AGG’s
disappointing results around.
NSW in particular, as an
underperforming business,
has clear milestones in place
for performance
improvement that must be
met within the year ahead.
We still see considerable
opportunity in Australia,
which has much lower market
penetration and an increasing
uptake for quality, bespoke
double-glazing products. This
is being driven by increased
electricity and gas prices,
national energy-efficiency
targets, a road map of
legislative changes
supporting increased
penetration of double glazing
in Australia, and shifts in
consumer preference.
We are actively educating the
market on the benefits of
high-performance glass and
double glazing products, and
are already seeing awareness
and penetration increase
significantly in Victoria and
Tasmania. NSW is currently at
a much lower base but with a
large, medium to long term
opportunity.
BALANCE SHEET
Strong cash generation from
operations, a further
reduction in working capital in
New Zealand, lower capital
expenditure across the group
and the temporary
suspension of dividends
enabled us to reduce
reported net debt by
$11 million.
We refinanced our debt
facilities in September 2018
for a further three years,
with no changes to
covenants. The board will
continue to prioritise debt
reduction until the group’s
leverage ratio (net debt to
rolling 12-month EBITDA
2
)
falls to approximately 1.5
times. At 31 March 2019 this
ratio was 2.1 times.
MARKET CONDITIONS
AND OUTLOOK
As always, changes in the
strength of the local
economies in which we
operate remains a key issue
for the company. In
New Zealand, economic and
demographic fundamentals
have continued to support
strong demand for
construction and glazing
products. Looking forward,
similar conditions are
expected for the coming
period; however, we also
anticipate supply constraints
in the broader market will
persist, potentially delaying
the impact of the recent
growth in residential
consents.
Further declines in Australian
housing starts are expected,
particularly in multi-
residential inner-city demand.
AGG primarily services the
new detached housing
construction and alterations
and additions markets that
have historically been more
stable. We continue to see
market opportunities as a
smaller player, in a much
larger and more fragmented
market.
We are proud of the quality
and breadth of the glass
solutions the Metroglass
group provides and want to
record our appreciation of
the commitment of the
management team and staff
this year. There is a clear
strategy and plan in place as
we position the group for
success and improved
financial results in the coming
year.
The company will provide
shareholders with a trading
update, including preliminary
financial guidance for the
FY20 financial year, at our
Annual Shareholders’ Meeting
to be held on 26 July.
PETER GRIFFITHS
Chair
SIMON MANDER
Chief Executive
We still see
considerable
opportunity
in Australia,
which has much
lower market
penetration and
an increasing
uptake for quality,
bespoke double-
glazing products.
”
2 Earnings before interest, tax,
depreciation and amortisation.
5
SUMMARY
Group revenue of $267.8 million for the
full year to 31 March 2019 was in line
with the previous 12-month period.
However, EBIT for the year fell 18.4%
to $25.2 million, down from $30.9
million in the prior year.
MANAGEMENT
COMMENTARY
Capital expenditure of $7.8
million represents a 62.0%
reduction on the $20.6 million
invested in the prior year.
Lower capital expenditure
across the group, further
reductions in working capital
in New Zealand and the
temporary suspension of
dividends have enabled us to
reduce reported net debt by
$11 million to $83.3 million.
Group gearing (net interest-
bearing debt / (net interest-
bearing debt plus equity)
reduced year on year from
37.0% to 34.7% at 31 March
2019.
Following the poor
performance in Australia,
the carrying value of AGG’s
assets has been reviewed,
resulting in a NZ$9.6 million
impairment on AGG’s
intangible assets. This is
presented as a significant
item in the financial
statements.
Net profit for the period
(NPAT) declined to $5.0
million from $16.3 million in
the prior year primarily as
a result of the impairment
charge. NPAT before
significant items declined
to $14.2 million from $18.4
million in the prior year.
ANNUAL REPORT 2019
6
2019NEW09 N92COI0EPLCAAELR2R10V
GROUP REVENUE BY SEGMENT ($M)
Residential
NZ
Commercial Glazing
NZ
143.2
143.1
48.2
52.5
21.8
50.4
267.8268.3
2% (NZ)
(0%)
21.5
55.4
Retrofit
NZ
Total Group
Revenue
Australian Glass Group
FY18
(0%)
FY19
+2%+9%-9%
FY18 EBIT
Underlying NZ gross profit %
improvement
NZ distribution costs
NZ factory management
NZ short-term incentives
NZ overheads, depreciation
& other
30.9
4.8
1.0
0.5
0.9
0.5
0.4
2.5
2.2
1.4
1.1
0.4
0.4
25.2
TAS EBIT
(1st year of operation)
VIC EBIT lost on transfer
of volume to TAS
Other VIC revenue decline
NSW revenue decline
AGG depreciation
AGG electricity & other
Other group costs
FY19 EBIT
New ZealandAustralia
GROUP EBIT BRIDGE ($M)
SUMMARY OF RESULTS FOR THE 12 MONTHS ENDED 31 MARCH 2019 (FY19)
$MNEW ZEALANDAUSTRALIAGROUP
FY19FY18FY19FY18FY19FY18
Revenue217.4212.950.455.4267.8268.3
Segmental EBIT
2
31.129.2(4.8)3.2
Group costs(1.1)(1.5)
EBIT before significant items25.230.9
EBIT15.728.0
Net profit for the period before significant items 14.218.4
Net profit for the period (or NPAT)5.016.3
7
NEW ZEALAND REVENUE
$217.4M
(+2.1%)
Total revenue in New Zealand
grew by $4.5 million (or 2.1%)
to $217.4 million. The North
Island revenue increase
offset the sales decline in the
South Island, which was
principally due to lower
activity in the Canterbury
region - although the rate of
regional decline was less than
for the prior year.
On a national basis,
residential sales revenue was
in line with the previous year.
Commercial Glazing revenue
grew 8.9% to $52.5 million,
with growth in the North
Island again more than
offsetting the declines
observed in the South Island.
The business is continuing to
focus on selecting suitable
projects that are within its
core competencies, and that
it can deliver on time and at a
profit.
Our New Zealand operations
delivered an EBIT of $31.1
million, an increase of 6.3%
from last year. This was
generated by improved unit
pricing, changes in product
mix, and savings in material
costs as a result of improved
inventory and factory
management. Offsetting this
improvement were increased
distribution and factory
management costs, short-
term incentive payments,
increased overheads and
higher depreciation.
These results were
supported by a greater focus
on our people, including the
on-boarding of new
management talent and
capability, increasing the
front-line leadership within
our plants, and aligning our
wage rates with the market.
Metroglass’s New Zealand
operations also delivered
improved customer service
and operational metrics
following the launch of a
number of people- and
process-focused initiatives.
Pleasingly, over the course of
the year, there has been a
distinct decline in voluntary
staff turnover.
CASH FLOW AND
BALANCE SHEET
The New Zealand operation
continued with its progress
reducing working capital by
$3.1 million for the second
successive year on the back
of reduced inventory levels.
Net operating cash flows
improved marginally on the
prior year with improved
EBITDA partially offset by the
timing of tax payments in the
period.
MANAGEMENT COMMENTARY CONTINUED
COMMERCIAL GLAZING
REVENUE GREW
8.9% TO
$52.5M
ANNUAL REPORT 2019
8
2019NEW09 N92COI0EPLCAAELR2R10V
AUSTRALIA REVENUE
$50.4M
(–9.0%)
AGG’s EBIT
1
fell from a
positive $3.2 million in FY18 to
an EBIT loss of $4.8 million in
FY19. This result was
principally due to operational
and service difficulties in
Victoria and NSW, and the
slow start-up of a new
processing facility in
Tasmania.
STATE BY STATE
In Victoria, sales declined as
we began servicing the
Tasmanian market from our
new Tasmanian plant, rather
than shipping in product from
Victoria. The Victorian plant
did not utilise this additional
capacity locally in the
financial year which reduced
Victoria’s EBIT by $2.5 million
in FY19 versus the prior year.
In addition, Victoria lost
market share in processed
toughened glass as a result
of its operational issues
which reduced EBIT by $2.2
million.
The NSW operations
experienced a particularly
challenging year, struggling
to achieve efficiency targets
in the first half exacerbated
by equipment issues and a
refocus of the business to
soft-coat double glazing. The
business continues its
transition from one that
predominantly produces
processed toughened glass
to being focused on double
glazing.
During the year, this
transition has impacted
service levels and revenue.
However, operational
performance improved in the
AGG today holds a relatively
small position in the large and
fragmented South East
Australian glass processing
market. We continue to see
opportunity and long-term
value in this investment as it
can benefit from the
anticipated changes in the
market that will boost
demand for double glazing
and the performance
improvement initiatives
currently under way will have
greater effect.
CASH FLOW AND
BALANCE SHEET
Working capital in AGG was in
line with the prior year as
lower accounts receivable
were offset by a higher
inventory balance as
expected sales did not
eventuate. The business had
negative operating cash flow
on account of the loss
incurred during the year.
second half of the year, and
in particular in the final
quarter, and we continue to
engage with customers to
win back business. We are
confident these initial
improvements will allow this
business to improve its
financial performance.
AGG opened a new
processing plant in Hobart,
Tasmania, in early 2018. This
plant enables the company to
offer a better service to local
customers and has freed up
capacity at our Victorian
plant, which previously
serviced the Tasmanian
market. The operation did not
start up as smoothly as we
would have liked, and initially
this proved detrimental to
service levels and ultimately
to market share across the
island. However, the plant is
now performing well, and the
business met its year one
financial goals, which included
breaking even on an EBIT
basis in the final quarter of
FY19.
In FY19 we formed a new
leadership team which has
brought considerable
manufacturing experience
and a focus to the business.
We are pleased to report
that operational performance
has seen improvement
across AGG over the second
half, although its translation
to financial results has
lagged expectations.
We are confident that with
the recruitment of additional
line management and
changing the culture of the
organisation, the improving
service levels will support
continued new customer
acquisition, which will lead to
increased sales and better
financial outcomes.
1 Earnings before interest and tax,
before significant items.
9
SAFETY
Embed ‘Home safe
every day’ as our
way of life
PRODUCT &
PROCESS QUALITY
Right first time,
every time
OUR
CUSTOMER
At the centre of
everything we do
OUR
PEOPLE
We value,
inspire, train and
develop our team
OWNING
OUR WORK
We take
responsibility and
work as one team
OUR STRATEGY
AT A GLANCE
OUR PURPOSE
Making lives
brighter every day
OUR VISION
To be the leader
in glass solutions
FOR CUSTOMERS
By providing the best service
FOR OUR PEOPLE
By providing a great place to work
THE METRO WAY
200129NEW CEONIPLA
10
2019NEW09 N92COI0EPLCAAELR2R10V
OUR OBJECTIVESFY19 PROGRESS
DELIVER MARKET LEADING
CUSTOMER SERVICE TO OUR CUSTOMERS
Quality and service are key differentiators 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.
• Improved customer service in NZ with 93% of items delivered on time of
within 48 hours if late in FY19, versus 86% in H2-FY18. Additionally, product
quality improved by 10% in H2-FY19 vs. H1-FY19 (reduced external reworks)
• Conducted a NZ-wide customer survey to align service improvement
priorities
• AGG service levels below target in calendar year 2018
Action: Reset of Australian business improved customer service metrics
(DIFOT, reworks) in all three states through the second half of the financial
year and into FY20
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 is now being placed on investing in our
people, their capabilities, and our support
systems.
• Mixed H&S performance with increased LTIFR and decreased TRIFR
Action: Focusing on improved safety through preventative efforts;
appointed a Group H&S Manager (also on senior leadership team)
• Increasingly stable team in NZ, with voluntary staff turnover reducing from
31% in FY18 to 22% in FY19 and absenteeism declining by ~10%
• Delivered initiatives to better support, train and engage our people. Included
a group-wide staff engagement survey and appointment of a learning and
development manager
• Strengthened AGG leadership team and front-line factory supervision in NZ
• Aligned NZ wage rates with a competitive labour market and reinvigorated
our apprenticeship programme
• Competed a number of IT system improvements, including updated people
management systems, new company intranet and improved Retrofit tools
• New Group CEO Simon Mander joined in November 2018
UPHOLD OUR SCALE STRENGTH THROUGH
PRODUCT & CHANNEL LEADERSHIP
Metroglass’ scale and leadership position in the
New Zealand flat-glass market provides
advantages across customer support,
procurement, manufacturing and distribution.
We will continue to operate across multiple
channels in NZ, offering varied cycle exposures
and growth opportunities.
AGG operates in much larger and more
fragmented market where a smaller targeted
player can be successful. AGG will use its new
double glazing capacity and improved supply
chain to deliver profitable growth in the South
East Australian market.
Glass is a rapidly evolving product and we have
invested to ensure we continue to provide the
leading offering in our markets.
• Metroglass’ NZ revenue and margins grew, but market share based on glass
imports declined. This was impacted by additional market capacity being
added, reducing glass inventory by $1.6m and our selective approach to
supplying complex products & projects
• Commercial glazing revenue 8.9%, residential and Retrofit sales in line with
last year
Action: Realign retrofit nationally, executing an operational effectiveness
programme, and reprioritised marketing activity
• New Tasmanian plant met its year one financial goals, including reaching EBIT
break even in Q4 FY19
• Australian revenue declined 9.0%, following operational issues in Victoria and
New South Wales
Action: Regain customers’ confidence and trust through sustained
improvements in operating performance. Good progress made in the
second half of the financial year is continuing
• AGG launched its ‘good-better-best’ range of double glazed units using
low-emissivity (LowE) glass
• AGG product specifications now available in the widely used Window Energy
Rating Scheme (WERS) system
LEVERAGE OUR SCALE TO
DELIVER SOLUTIONS EFFICIENTLY
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.
• Increased NZ margins through favourable product mix and pricing, with
efficiency gains offsetting cost pressures in labour, distribution and materials
• Achieved labour efficiency gains (and service improvements) in NZ resulting
from a more stable workforce and increased front-line leadership roles
• Completed improved inventory management system trials in two NZ plants
with positive results
• Reshaped the Canterbury business in line with reduced activity levels
• Refreshed manufacturing continuous improvement program launched in
Auckland and Christchurch with good early progress
• Operational challenges impacted Australian labour efficiency, particularly in
the first half of the year
Action: Initial cost reduction plan has been executed. As the business
stabilizes, its operating costs will be reviewed
1
2
3
4
11
PETER GRIFFITHS
INDEPENDENT, NON-EXECUTIVE
CHAIR, MEMBER OF THE AUDIT
AND RISK COMMITTEE
Appointed: September 2016
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. He has
previously served on a number
of boards including Z Energy,
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. Peter holds a
Bachelor of Science (Honours)
degree from Victoria
University of Wellington.
ANGELA BULL
INDEPENDENT, NON-EXECUTIVE
DIRECTOR, CHAIR OF THE
PEOPLE AND CULTURE
COMMITTEE
Appointed: May 2017
Angela is currently the Chief
Executive Officer of Tramco
Group Limited, a large New
Zealand property investment
company, a director of the
Real Estate Institute of New
Zealand, and a director of
Callaghan Innovation Research
Limited. She joined Tramco
Group in February 2016. Prior
to leading Tramco, 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
Bachelor of Arts and Bachelor
of Laws degrees from the
University of Auckland.
BOARD OF
DIRECTORS
ANNUAL REPORT 2019
12
2019NEW09 N92COI0EPLCAAELR2R10V
RUSSELL CHENU
INDEPENDENT, NON-EXECUTIVE
DIRECTOR, MEMBER OF THE
AUDIT AND RISK COMMITTEE
Appointed: July 2014
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
degree from The University of
Melbourne, a Master of
Business Administration 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
Appointed: October 2015
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 degree from the
University of Auckland.
RHYS JONES
INDEPENDENT, NON-EXECUTIVE
DIRECTOR, MEMBER OF
THE PEOPLE AND CULTURE
COMMITTEE
Appointed: April 2018
Rhys has had a 30-year
career working in the
Australasian building material
and packaging industries. He
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 30
business units across
Australasia. He is also a
director of Carbine Aginvest
Corporation Limited (formally
Tru Test Corporation Limited).
Prior to joining Vulcan Steel in
2006, Rhys has held senior
roles in particular with Carter
Holt Harvey Ltd and Fletcher
Challenge, including as Chief
Operating Officer of the Pulp,
Paper, and Packaging business
of Carter Holt Harvey. He
holds a Master of Business
Studies degree from Massey
University and a Bachelor of
Science from Victoria
University of Wellington.
WILLEM (BILL) ROEST
INDEPENDENT, NON-EXECUTIVE
DIRECTOR, CHAIR OF THE AUDIT
AND RISK COMMITTEE
Appointed: July 2014
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.
13
SIMON MANDER
CHIEF EXECUTIVE OFFICER
Joined: November 2018
SImon has broad leadership
expertise at senior levels
across industries ranging
from ag-tech, building
products, to flexible and
fibre-based packaging. During
Simon’s career, he has
specialised in performance
improvement, as well as in
strategy development and
execution. He has worked
internationally in a number of
industries and has recent
experience in the New Zealand
and Australian building
products market.
Simon joined Metroglass from
Tru-Test Corporation Limited,
a world-leading New Zealand-
based ag–tech company
where he was CEO. Prior roles
have been with well-known
companies such as Fletcher
Building, DS Smith, Carter
Holt Harvey, Partners in
Performance, Lion Nathan and
McKinsey. He was also a
director of NZX-listed
Wellington Drive Technologies
for nine years.
Simon has a trade background
in aircraft engineering and
holds a Bachelor of
Engineering (Mech) degree
from the University of
Auckland. In addition, he
represented New Zealand in
yachting on a number of
occasions including in the
International 470 class at the
1988 Olympic Games.
JOHN FRASER-MACKENZIE
CHIEF FINANCIAL OFFICER
Joined: May 2015
ROBYN GIBBARD
GENERAL MANAGER
UPPER NORTH ISLAND
Joined: February 1997
GARETH HAMILL
GENERAL MANAGER
LOWER NORTH ISLAND
Joined: April 2002
Robyn leads the Upper
North Island region for
Metroglass and has worked
in the business for more
than 20 years. She has
previously led Metroglass’
sales force nationally, and
held many customer-facing
roles across commercial
glazing, branch
management and
sales management.
Gareth leads the Lower North
Island region and has worked
for Metroglass for more than
15 years, and brings
particular experience in
commercial glazing. He is a
Director of the Glass and
Glazing Institute of New
Zealand, and also a Member
of The Institute of Building
(NZIOB) and of the Window &
Glass Association of New
Zealand (WGANZ) Glass
Technical Committee.
Gareth holds a Bachelor of
Building Science degree from
Victoria University of
Wellington..
Before John’s appointment
as Chief Financial Officer, he
worked for Goodman Fielder
for eight years, initially as
Finance Director of their
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
degree (majoring in Finance)
from the University of Cape
Town.
SENIOR
LEADERSHIP TEAM
ANNUAL REPORT 2019
14
2019NEW09 N92COI0EPLCAAELR2R10V
DAYNA SAUNDERS
HUMAN RESOURCES
DIRECTOR
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 degree in
Marketing & Management
and a NZ Diploma in
Business from the Auckland
University of Technology.
ANDREW DALLISON
GENERAL MANAGER
SOUTH ISLAND
Joined: June 2018
Andrew leads the South Island
region for Metroglass. He
brings over 30 years’
experience, having held senior
sales, technical, operational
and general management
roles in both the packaging
and chemical industries.
Before joining the company,
his most recent role was
leading the packaging division
of The Industrial Group, based
in Saudi Arabia.
Andrew holds a Master of
Business Administration
degree from Deakin University
in Australia and a Bachelor of
Science degree from the
University of Canterbury.
BARRY PATERSON
GENERAL MANAGER
COMMERCIAL GLAZING
Joined: November 2005
Barry leads Metroglass’
technical team and
commercial glazing business
nationally. He has 15 years of
experience across the New
Zealand and Australian glass
industries. Barry 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.
He holds a Bachelor of
Commerce and Management
degree and a Postgraduate
Diploma in Marketing from
Lincoln University.
AMANDEEP KAUR
GROUP HEALTH AND
SAFETY MANAGER
Joined: April 2019
Amandeep leads Group Health
and Safety across both our
New Zealand and Australia
businesses, responsible
for the development and
implementation of health
and safety strategy. She
brings with her a wealth of
experience, with strengths
in creating and implementing
a high-performing safety
culture. Before joining the
company, Amandeep held
senior health and safety roles
at Harrison Grierson, Sinclair
Knight Merz, and Compass
Group, after starting her
career in quality assurance
with Nestlé, Frucor and Real
Foods.
Amandeep holds a Master
in Food Science Technology
degree as well as a Graduate
Diploma in Occupational
Health and Safety.
15
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: $9.6m of intangible asset impairment cost in FY19 (“Impairment
of intangible assets”) and $2.9m of CEO departure and recruitment costs in FY18 (“CEO departure & recruitment costs”).
• Segmental EBIT: Segment EBIT before significant items.
• EBIT before significant items: EBIT less significant items, being: intangible asset impairment cost and CEO departure & recruitment
costs.
• Profit for the period before significant items: Profit for the period less significant items, being: intangible asset impairment cost and
CEO departure & recruitment costs.
• NPATA: Profit for the Period before the amortisation of acquisition-related intangibles and its associated tax effect.
GAAP TO NON-GAAP RECONCILIATION
FULL YEAR TO 31 MARCH
FY19
($M)
FY18
($M)
Profit for the period before significant items14.2 18.4
Less: Impairment of intangible assets(9.2)–
Less: CEO departure and recruitment costs (tax effected)– (2.1)
Profit for the period (GAAP)5.0 16.3
Add: taxation expense5.5 7.1
Add: net finance expense5.1 4.7
Earnings before interest and tax (EBIT) (GAAP)15.7 28.0
Add: depreciation & amortisation14.5 12.4
EBITDA30.1 40.4
EBIT (GAAP)15.7 28.0
Add: Impairment of intangible assets9.6 –
Add: CEO departure and recruitment costs– 2.9
EBIT before significant items25.2 30.9
EBITDA30.1 40.4
Add: Impairment of intangible assets9.6 –
Add: CEO departure and recruitment costs– 2.9
EBITDA before significant items39.7 43.3
Profit for the period (GAAP)5.0 16.3
Add back: amortisation of acquisition-related intangibles and its associated tax effect1.7 1.9
NPATA6.7 18.2
200129NEW CEONIPLA
16
2019NEW09 N92COI0EPLCAAELR2R10V
OUR RESULTS
Consolidated Statement of Comprehensive Income 18
Consolidated Statement of Financial Position 19
Consolidated Statement of Changes in Equity 20
Consolidated Statement of Cash Flows 21
Notes to the consolidated financial statements 22
1 Basis of preparation 22
2 Financial performance 26
2.1 Segment information 26
2.2 Revenue 28
2.3 Operating expenditure 28
2.4 Significant items 29
2.5 Earnings per share 29
3 Working capital 30
3.1 Trade receivables 30
3.2 Inventories 32
3.3 Trade and other payables 32
3.4 Financial instruments 33
4. Long term assets 39
4.1 Property, plant and equipment 39
4.2 Intangible assets 40
5. Debt & equity 44
5.1 Interest bearing liabilities 44
5.2 Contributed equity 46
6. Other 48
6.1 Income taxation 48
6.2 Deferred taxation 48
6.3 Group reserves 50
6.4 Related party transactions 50
6.5 Contingencies 51
6.6 Commitments 51
Independent auditor’s report 52
17
FOR THE PERIOD ENDED 31 MARCH
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATEDCONSOLIDATED
Notes
2019
$’000
2018
$’000
Restated (Note 1)
Sales revenue2.1267,836 268,293
Cost of sales2.3(146,517)(145,844)
Gross Profit121,319 122,449
Distribution and glazing related expenses2.3(47,593)(45,854)
Selling and marketing expenses2.3(13,621)(13,137)
Administration expenses2.3(34,870)(32,536)
Earnings before significant items, interest and tax25,235 30,922
Significant items2.4(9,560) (2,922)
Earnings before interest and tax15,675 28,000
Interest expense(5,105)(4,807)
Interest income19 141
Profit before income taxation10,589 23,334
Income taxation expense6.1(5,547)(7,056)
Profit for the period5,042 16,278
Other Comprehensive Income
Exchange differences on translation of foreign operations(253)(538)
Cash flow hedges(226)106
Total comprehensive income for the period attributable to shareholders4,56315,846
Earnings per share
Basic and Diluted Earnings per share (cents per share)2.52.7 8.8
The Board of Directors authorised these financial statements for issue on 23 May 2019.
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 2019
18
AT 31 MARCH
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATEDCONSOLIDATED
Notes
2019
$’000
2018
$’000
Assets
Current assets
Cash and cash equivalents5,488 360
Trade receivables3.138,83940,417
Inventories3.222,934 23,531
Derivative financial instruments3.4172 –
Other current assets5,345 5,537
Total current assets72,778 69,845
Non-current assets
Property, plant and equipment4.164,581 68,372
Deferred tax assets6.24,958 3,083
Intangible assets4.2146,442159,487
Total non-current assets215,981230,942
Total assets288,759300,787
Liabilities
Current liabilities
Bank overdraft5.1– 3,857
Trade and other payables3.329,286 31,331
Contract liabilities1,080 –
Income tax liability2,408 2,776
Derivative financial instruments3.4659 315
Provisions916 1,331
Total current liabilities34,349 39,610
Non-current liabilities
Deferred tax liabilities6.21,947 3,514
Interest bearing liabilities5.188,832 90,818
Derivative financial instruments3.41,057919
Lease incentive2,650 2,572
Provisions2,961 3,018
Total non-current liabilities97,447100,841
Total liabilities131,796140,451
Net assets156,963 160,336
Equity
Contributed equity5.2306,693 306,653
Retained earnings21,32924,233
Group reorganisation reserve(170,665)(170,665)
Share based payments reserve6.3725 755
Foreign currency translation reserve(4)249
Cash flow hedge reserve3.4(1,115)(889)
Total equity156,963160,336
The above statement of financial position should be read in conjunction with the accompanying notes.
19
FOR THE PERIOD ENDED 31 MARCH
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED
2019
Notes
Contributed
Equity
$’000
Reserves
$’000
Retained
earnings
$’000
Total
$’000
Opening balance at 1 April 2018306,653 (170,550)24,233 160,336
Change in accounting policy1––(1,280)(1,280)
Deferred tax impact on change in accounting policy1––375 375
Restated total equity at 1 April 2018306,653 (170,550)23,328 159,431
Profit for the period––5,042 5,042
Movement in foreign currency translation reserve–(253)-(253)
Other comprehensive income for the period3.4–(226)-(226)
Total comprehensive income (loss) for the period–(479)5,0424,563
Dividends Paid––(7,041)(7,041)
Payments received on management incentive plan shares5.240 –-40
Movement in share based payments reserve6.3–(30)-(30)
Total transactions with owners, recognised directly in equity40 (30)(7,041)(7,031)
Balance at 31 March 2019306,693 (171,059)21,329156,963
CONSOLIDATED
2018
Notes
Contributed
$’000 Equity
Reserves
$’000
Retained
earnings
$’000
Total
$’000
Opening balance at 1 April 2017304,950 (170,492)22,037 156,495
Profit for the period– – 16,278 16,278
Movement in foreign currency translation reserve– (538)– (538)
Other comprehensive income (loss) for the period– 106 – 106
Total comprehensive income (loss) for the period– (432)16,278 15,846
Dividends Paid– – (14,082)(14,082)
Payments received on management incentive plan shares5.21,703 ––1,703
Movement in share based payments reserve6.3– 374 – 374
Total transactions with owners, recognised directly in equity1,703 374 (14,082)(12,005)
Balance at 31 March 2018306,653(170,550)24,233 160,336
The above statement of changes in equity should be read in conjunction with the accompanying notes.
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
20
FOR THE PERIOD ENDED 31 MARCH
CONSOLIDATED STATEMENT OF CASH FLOWS
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
Cash flows from operating activities
Receipts from customers269,117 270,517
Payments to suppliers and employees(231,190)(224,582)
Interest received19 141
Interest paid(5,327)(4,679)
Income taxes paid(8,970)(7,759)
Net cash inflow from operating activities23,649 33,638
Cash flows from investing activities
Payments for property, plant & equipment(7,088)(19,967)
Payments for intangible assets(718)(590)
Net cash outflow from investing activities(7,806)(20,557)
Cash flows from financing activities
Repayment of borrowings(1,146)(3,000)
Drawdown of borrowings––
Payments received on management incentive plan shares1,375 368
Dividend paid(7,041)(14,082)
Net cash inflow/(outflow) from financing activities(6,812)(16,714)
Net decrease in cash and cash equivalents9,031(3,633)
Cash and cash equivalents at the beginning of the period(3,497)248
Effects of exchange rate changes on cash and cash equivalents(46)(112)
Cash and cash equivalents at end of the period5,488 (3,497)
The above statement of cash flows should be read in conjunction with the accompanying notes.
The table below sets out the reconciliation between net debt and cashflow:
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
Opening balance of bank borrowings at 1 April90,818 94,736
Cashflows(1,146)(3,000)
Foreign exchange adjustments(840)(918)
Closing balance of bank borrowing at 31 March88,832 90,818
Less: cash and cash equivalents(5,488)(360)
Plus: bank overdraft–3,857
Net debt at 31 March83,344 94,315
21
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 23 May
2019.
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
2019 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:
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
22
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
• 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 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 and amended standards adopted by the Group
A number of new standards become applicable for the current reporting period and the Group has changed its accounting
policies as a result of adopting the following standards:
• IFRS 9 Financial Instruments
• IFRS 15 Revenue from Contracts with Customers
The impact of the adoption of these new standards is disclosed below.
Changes in accounting policies
This note explains the impact of the adoption of IFRS 15 and IFRS 9 on the Group’s consolidated financial statements and
also discloses the new accounting policies that have been applied from 1 April 2018, where they are different to those
applied in prior periods.
IFRS 15 Revenue from Contracts with Customers – Impact of Adoption
The Group adopted IFRS 15 Revenue from Contracts with Customers for the first time from 1 April 2018. The Group applied
NZ IFRS 15 retrospectively with the cumulative effect of applying the standard for the first time recognised at the date of
initial application (1 April 2018).
The Group identified changes in the timing of revenue recognition as a result of the adoption of NZ IFRS 15 and accordingly
there was an adjustment of $0.04 million against opening retained earnings at 1 April 2018 for the cumulative effect of
revenue that would have been recognised in the prior period. This mainly relates to partial deliveries for the Retrofit and
Residential revenue channels for which the Group has an unconditional right to payment and where the Group recognise
revenue when the control has passed.
(a) Accounting Policies
Sales of goods
The Group derives revenue for the provision and assembly of customised glass products. Sales of goods are recognised at
a point in time 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. Revenue in the Retrofit and Residential revenue channels
are recognised in this manner.
Sales of supply and install services
The Group provides glazing services throughout the Metro Performance Glass branch network. For sales of supply and
glazing services, revenue is recognised over time, 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. Revenue in the
Commercial Glazing revenue channel is recognised over time.
(b) Presentation of the consolidated financial statements related to contracts with customers
A contract liability is recognised where a deposit is received on acceptance of a quote, as the deposit is fully refundable if
the contract does not go ahead. These were previously disclosed in Trade and other payables ($1.1m at 1 April 2018). This
liability mainly relates to our Retrofit revenue channel and is usually realised within two months.
23
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following table illustrates the differences between the application of IFRS15 and as if the Group had continued to
account for relevant transactions during the year ended 31 March 2019 under legacy standards:
Amount
recognised
under IFRS 15
Amount
recognised
under previous
revenue
recognition
policyDifference
2019
$’000
2019
$’000$’000
Sales Revenue267,836 267,607 229
Cost of Sales(146,517)(146,453)64
Opening Retained Earnings44–44
Trade Receivables 336–336
IFRS 15 requires the disaggregation of revenue to provide clear and meaningful information. For the Group, Management
concluded that presentation of revenue in terms of the geographical region and channel was most appropriate. This has
been presented in the Segment Information disclosure.
IFRS 9 Financial Instruments – impact of adoption
IFRS 9, as it relates to the Group, replaces the provisions of IAS 39 that relate to the recognition, classification,
measurement and impairment of financial assets and hedge accounting. The adoption of IFRS 9 from 1 April 2018 resulted in
changes in accounting policies and adjustments to the amounts recognised in the consolidated financial statements. The
new accounting policies are set out in the sections below, along with the impact on the consolidated financial statements.
The Group has applied IFRS 9 retrospectively, but has elected not to restate comparative information. As a result, the
comparative information provided continues to be accounted for in accordance with the Group’s previous accounting
policies.
Classification and measurement
From 1 April 2018, the Group classified its financial assets as being measured at amortised cost. These were previously
classified as loans and receivables. There was no change in measurement as a result of the reclassification. At initial
recognition, the group measures a financial asset at its fair value plus transactions costs that are directly attributable to
the acquisition of the financial asset. Subsequently, they are measured at amortised cost.
The Group has one type of financial asset that is subject to IFRS 9’s new expected credit loss model, that being Trade
Receivables.
The Group was required to revise its impairment methodology under IFRS 9 for Trade Receivables. The impact of the
change in impairment methodology on the Group’s retained earnings and equity is disclosed in the table below.
Impairment of financial assets
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime
credit losses to be recognised from initial recognition of the trade receivables.
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no
reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the
Group, and a failure to make contractual payments.
To measure expected credit losses, trade receivables have been grouped and reviewed on the basis of the number of days
past due. The expected credit loss allowance has been calculated by considering the impact of the following characteristics:
• The Baseline loss rate takes into account the write-off history of the Group over a five year period as a predictor of
future conditions and applies an increasing expected credit loss estimate by trade receivables aging profiles.
• The Market characteristic considers the relative risk related to any particular market segment and makes an assessment
of the indirect exposure the Group has in respect to this market segment’s conditions via our customer base. Of particular
focus with respect to this characteristic in the current period is the vertical construction market segment.
NotesSaoelseN rvoSnu 22Su.N.to1
ANNUAL REPORT 2019
24
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The expected credit loss allowance as at 1 April was determined as follows for trade receivables:
1 APRIL 2018
Current
NZ$’000
30-59 days
NZ$’000
60-89 days
NZ$’000
90 days
and later
NZ$’000
TOTAL
NZ$’000
Gross carrying amount 24,786 8,100 1,187 7,339 41,412
Baseline 136 144 96 439 815
Market 191 93 5 230 519
Total expected credit loss rate1.32%2.92%8.51%9.12%3.22%
Expected credit loss allowance 327 237 101 669 1,334
The ageing profile of the Gross carrying amount above does not necessarily reflect whether an amount is past due and impaired as
customer credit terms vary and a significant amount of the aged receivable represents contractual retentions.
The expected credit loss allowance for trade receivables as at 31 March 2018, as reported in the Annual Report, reconciles to the opening
loss allowance on 1 April 2018 as follows:
NZ$’000
Loss allowances for trade receivables
At 31 March 2018 – calculated under IAS 39 995
Impact of first time adoption of IFRS 9 1,334
Opening loss allowance as at 1 April 2018 – calculated under IFRS 9 2,329
Over the period, the trade receivables position has improved resulting in a reduction in the expected credit loss allowance of $0.14m. This
amount was recognised during the period within the Statement of Comprehensive Income in Administration Expenses.
Impact of standards issued but not yet adopted by the Group
IFRS 16 Leases was issued in January 2016. It will result in almost all leases being recognised in the Statement of Financial Position, as the
distinction between operating leases and finance leases is removed. The standard is mandatory for reporting periods beginning on or
after 1 April 2019. The Group does not intend to adopt the standard before its mandatory effective date and intends to implement the
simplified transition approach as defined in the standard. The Group will not restate comparative amounts for the period prior to adoption.
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 $47.2m (refer note 6.6). On adoption, NZ IFRS 16 will have a significant impact on the Group’s
statement of financial position and statement of comprehensive income.
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.
As a result of the calculations and the application of judgement within the model, management is able to quantify the potential impact of
NZ IFRS 16 based on the current lease arrangements across the Group. Management expect that there will material impact across the
following line items in the statement of financial position:
• Recognition of a right-of-use asset of approximately $56.8 million;
• Recognition of a lease liability of approximately $64.7 million.
• Recognition of a deferred taxation asset of approximately $2.2 million.
• Decrease in opening retained earnings of approximately $3 million.
25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The expected impact on the statement of comprehensive income for the period ended 31 March 2020 across the following
line items are estimated as follows:
NZ$m
Decrease in operating lease expense recognised within Cost of sales and Administration expenses7.2
Increase in depreciation and amortization expense(5.3)
Increase in finance costs (recognised as interest expense)(3.0)
Decrease in profit before taxation(1.1)
The above has no cash effect on 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 ending 31 March 2020, mainly due to:
• Finalisation of management’s judgements and subsequent movements in the inherent borrowing rate (interest rates);
• Change in management’s judgement to exercise rights of renewals under lease arrangements;
• Changes to existing lease contracts;
• Clarification of tax rules impacting the recognition of deferred tax assets; and
• New lease contracts entered into by the Group.
Changes in accounting disclosures
Certain comparatives have been restated in the Australian business to conform with the current year’s presentation and to
improve consistency across operating segments.
(a) The Group reclassified customer service costs amounting to $1.9m from Cost of sales to Selling and marketing expenses
to align group treatment.
(b) The Group reclassified dispatch labour amounting to $3.3m from Cost of sales and $0.6m from Administration expenses
to Distribution and glazing related expenses to align group treatment.
These changes have also been made to comparatives in the Segment Information note.
The following table shows the impact of these reclassifications with respect to 2018:
Note
(above)
Per 2018
Annual Report
Current
DisclosureDifference
2018
$’000
2018
$’000
2018
$’000
Cost of Sales(a), (b)(151,119)(145,844)5,275
Gross Profit(a), (b)117,174 122,449 5,275
Distribution and glazing related expenses(b)(41,867)(45,854)(3,987)
Selling and marketing expenses(a)(11,206)(13,137)(1,931)
Administration expenses(b)(33,179)(32,536)643
Earnings before interest and tax28,000 28,000 –
2 FINANCIAL PERFORMANCE
2.1 SEGMENT INFORMATION
Operating segments of the Group at 31 March 2019 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. This revenue is
split by channel only at the revenue level into Commercial, Residential and Retrofit. Commercial revenue reflects sales
through four specific commercial glazing operations in New Zealand. The allocation of sales between residential and
commercial can be difficult as the Group does not always know the end use application. Following the acquisition of AGG on 1
September 2016 the Group operates in two geographic segments, New Zealand and Australia.
NotesSaoelseN rvoSnu 22Su.N.to1
ANNUAL REPORT 2019
26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In the tables below:
• Group costs consist of insurance, professional services, director fees and expenses, listing fees and share incentive scheme costs.
• Significant items related to impairment of intangible assets in AGG in 2019 and CEO departure and recruitment costs in 2018.
CONSOLIDATED 2019
New Zealand
$’000
Australia
$’000
Eliminations &
Other
$’000
Group
$’000
Commercial Glazing52,462 ––52,462
Residential143,136 50,402 –193,538
Retrofit21,836 ––21,836
Total revenue217,434 50,402 –267,836
Gross Profit110,261 11,058 –121,319
Segmental EBITDA before significant items41,972 (1,212)–40,760
Group Costs––(1,066)(1,066)
Group EBITDA before significant items39,694
Depreciation and amortisation10,885 3,574 –14,459
EBIT before significant items31,087 (4,786)(1,066)25,235
Significant items–(9,560)–(9,560)
EBIT31,087 (14,346)(1,066)15,675
Segment Assets285,958 57,509(54,708)288,759
Segment Non-current Assets (excluding Deferred tax assets)170,186 40,837 –211,023
Segment Liabilities28,96554,34748,484131,796
CONSOLIDATED 2018
New Zealand
$’000
Australia
$’000
Eliminations &
Other
$’000
Group
$’000
Restated (Note 1)
Commercial Glazing48,153 ––48,153
Residential143,248 55,404 (12)198,640
Retrofit21,500 ––21,500
Total revenue212,901 55,404 (12)268,293
Gross Profit105,463 16,986 –122,449
Segmental EBITDA before significant items38,944 5,854 –44,798
Group Costs––(1,478)(1,478)
Group EBITDA before significant items43,320
Depreciation and amortisation9,704 2,694 –12,398
EBIT before significant items29,240 3,160 (1,478)30,922
Significant items––(2,922)(2,922)
EBIT29,240 3,160 (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 Liabilities30,551 47,472 62,428 140,451
27
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 derives revenue for the provision and assembly of customised glass products. Sales of goods are recognised at a
point in time 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 supply and install services
The Group provides glazing services throughout the Metro Performance Glass branch network. For sales of supply and
glazing services, revenue is recognised over time, 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
2019
$’000
2018
$’000
Raw materials and consumables used72,212 74,703
Employee benefit expense99,337 95,999
Subcontractor cost6,684 6,200
Depreciation and amortisation14,459 12,398
Transportation and logistics10,357 10,861
Operating lease payments10,528 10,020
Advertising1,858 2,301
Other expenses27,166 24,889
Total cost of sales, distribution and glazing related expenses, selling and marketing
expenses, and administration expenses242,601 237,371
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
Audit and review of financial statements
Audit and review of financial statements – PwC300 296
Other services performed by PwC
Agreed-upon procedures relating to covenant compliance certificate and annual report11 11
Share Scheme advice564
Executive reward services19 16
386 327
17CONSL7OINO1DAT7SE DMMS F1FC7P
ANNUAL REPORT 2019
28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2.4 SIGNIFICANT ITEMS
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
CEO departure and recruitment costs– 2,922
Impairment of AGG Intangible assets9,560 –
Total significant items before taxation9,5602,922
Tax benefit on above items(384)(818)
Total significant items after taxation9,1762,104
Additional detail on impairment charges can be seen in the Intangible Assets note 4.2.
2.5 EARNINGS PER SHARE
Basic
Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average number of
ordinary shares outstanding during the period.
CONSOLIDATEDCONSOLIDATED
20192018
Profit after tax ($’000)5,042 16,278
Weighted average number of ordinary shares outstanding (‘000s)185,378 185,378
Basic Earnings per share (cents per share)2.7 8.8
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
20192018
Weighted average number of ordinary shares outstanding (‘000s)185,378 185,378
Adjusted for share options (‘000s)––
Weighted average number of ordinary shares for diluted earnings per share (‘000s)185,378 185,378
Diluted Earnings per share (cents per share)2.78.8
Net Tangible Assets
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
Net Tangible assets 10,521 849
Shares on issue at end of period (in thousands)185,378 185,378
Net tangible assets per share (cents per share)5.68 0.46
Net Tangible Assets consist of Net Assets less Intangible Assets.
29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3 WORKING CAPITAL
3.1 TRADE RECEIVABLES
The following table summarises the impact of the expected credit loss provision on the trade receivables balance.
See Page 24 for more detail on the accounting policies that impact trade receivables.
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
Trade receivables40,800 41,412
Expected credit loss provision(1,961)(995)
38,839 40,417
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
2019
$’000
2018
$’000
The ageing profile of debtors follows:
Current25,189 24,786
30 – 59 days6,629 8,100
60 – 89 days1,852 1,187
90 days and later7,130 7,339
40,800 41,412
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
2019
$’000
2018
$’000
Movements in the expected credit loss provision are as follows:
Opening balance995 978
Impact of first time adoption of IFRS91,334–
Provision for impairment recognised during the year371 407
Receivables written off during the year as uncollectable(739)(390)
Balance at end of year1,961 995
Amounts are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable
expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and
a failure to make contractual payments.
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The expected credit loss allowance as at 31 March 2019 was determined as follows for trade receivables:
Current30-59 days60-89 days
90 days and
laterTOTAL
31 March 2019NZ$’000NZ$’000NZ$’000NZ$’000NZ$’000
Gross carrying amount 25,189 6,629 1,852 7,130 40,800
Baseline 135 136 100 414 785
Market 120 33 36 224 413
Specific – – – 763 763
Total expected credit loss rate1.01%2.55%7.34%19.65%4.81%
Expected credit loss allowance 255 169 136 1,401 1,961
Estimates and judgements:
Expected credit loss provision
To measure expected credit losses, trade receivables have been grouped and reviewed on the basis of the number of days
past due. The expected credit loss allowance has been calculated by considering the impact of the following characteristics:
• The Baseline loss rate takes into account the write-off history of the Group over a five year period as a predictor of
future conditions and applies an increasing expected credit loss estimate by trade receivables aging profiles.
• The Market characteristic considers the relative risk related to any particular market segment and makes an
assessment of the indirect exposure the Group has in respect to this market segment’s conditions via our customer
base. Of particular focus with respect to this characteristic in the current period is the direct and indirect exposure to
the vertical construction market segment.
Under IAS 39, trade receivables were reduced by an allowance for amounts that may become uncollectable in the future,
based on any specific customer collection issues that were identified. Collections and payments from our customers are
continuously monitored and an expected credit loss provision is still maintained to cover any specific customer credit losses
anticipated.
Accounting Policy
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for
estimated uncollectable amounts and expected credit losses. The carrying amount of the asset is reduced through the use
of provision accounts, 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. Trade receivables are also assessed for credit risk on a forward-looking
basis with a provision raised where a expected credit loss is considered likely.
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.
31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3.2 INVENTORIES
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
Raw materials, primarily flat glass stock-sheets20,49720,312
Work in progress2,437 3,219
22,934 23,531
The cost of inventories recognised as an expense and included in ‘Cost of sales’ amounted to $72.2m.
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
2019
$’000
2018
$’000
Trade accounts payable19,939 20,594
Employee entitlements7,349 8,893
Goods and services tax payable886 1,193
Other interest accruals189 411
Management incentive accrual923 240
29,28631,331
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.
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3.4 FINANCIAL
INSTRUMENTS
FINANCIAL
INSTRUMENTS
Management determines the
classification of the Group’s
financial liabilities at initial
recognition. The Group’s
financial liabilities for the
periods covered by these
consolidated financial
statements consists of
overdrafts, loans, trade and
other payables, interest rate
swaps and forward exchange
contracts.
The Group measures all
financial liabilities, with the
exception of interest rate
swaps and forward exchange
contracts, at amortised cost.
Interest rate swaps and
forward exchange contracts
are measured at fair value with
changes in fair value
recognised in other
comprehensive income.
Financial liabilities measured at
amortised cost are non-
derivative financial liabilities
with fixed or determinable
payments that are not quoted
in an active market. Trade and
other payables, bank
overdrafts and loans are
classified as financial liabilities
measured at amortised cost.
Fair value measurement
of financial assets and
liabilities
The Group’s financial assets
and liabilities by category are
summarised as follows:
Cash and cash equivalents
These are short term in nature
and their carrying value is
equivalent to their fair value.
Trade and other receivables
These assets are short term in
nature and are reviewed for
impairment; their carrying value
approximates their fair value.
Trade payables and Borrowings
Trade payables and borrowings
are measured at amortised
cost. The fair value of trade
and other payables
approximates carrying value
due to their short term nature.
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 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 2019 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
Westpac Banking Corporation
and Bank of New Zealand as at
31 March 2019.
33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Group’s cashflow hedging reserves relate to the following hedging instruments:
CONSOLIDATED 2019
Spot component
of currency
forwards
Interest rate
swaps
Total hedge
reserve
$’000$’000$’000
Opening balance 1 April 2018219 670 889
Change in fair value of hedging instrument recognised in OCI11299 310
Deferred tax– (84)(84)
Balance at 31 March 2019230 885 1,115
The effects of the foreign currency related hedging instruments on the group’s financial position and performance are as follows:
CONSOLIDATEDCONSOLIDATED
Foreign currency forwards
2019
$’000
2018
$’000
Carrying amount (liability)(315)(304)
Notional amount36,331 25,169
Maturity dateApr19-Mar20Apr18-Mar19
Hedge ratio*1:11:1
Change in discounted spot value of outstanding hedging instruments since 1 April11(177)
Change in value of hedged item used to determine hedge effectiveness(11)177
Weighted average hedged EUR/NZD rate for the year (including forward points)0.57280.5897
Weighted average hedged USD/NZD rate for the year (including forward points)0.68160.7035
Weighted average hedged EUR/AUD rate for the year (including forward points)0.6239 –
Weighted average hedged USD/AUD rate for the year (including forward points)0.7205 –
* The foreign currency forwards are denominated in the same currency as the highly probably future inventory purchases (USD and EUR), therefore the hedge is 1:1.
The effects of the interest rate swaps on the group’s financial position and performance are as follows:
CONSOLIDATEDCONSOLIDATED
Interest rate swaps
2019
$’000
2018
$’000
Carrying amount (liability)(1,229)(930)
Notional amount39,255 33,150
Maturity dateAug19–Aug23Au18–Aug23
Hedge ratio1:11:1
Change in fair value of outstanding hedging instruments since 1 April299 30
Change in value of hedged item used to determine hedge effectiveness(299)(30)
Weighted average hedged rate for the year43.20%37.30%
NotesSaoelseN rvoSnu 22Su.N.to1
ANNUAL REPORT 2019
34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Financial Instruments by category
CONSOLIDATED 2019
Assets at
amortised cost
$’000
Derivatives used
for hedging
$’000
Total
$’000
Assets as per statement of financial position
Cash and cash equivalents5,488 –5,488
Derivatives – foreign exchange contracts–172172
Derivatives – interest rate swaps–––
Trade and other receivables38,839 –38,839
Balance at 31 March 201944,327 17244,499
CONSOLIDATED 2018
Assets at
amortised cost
$’000
Derivatives used
for hedging
$’000
Total
$’000
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
CONSOLIDATED 2019
Liabilities at
amortised cost
$’000
Derivatives used
for hedging
$’000
Total
$’000
Liabilities as per statement of financial position
Cash and cash equivalents–––
Trade and other payables excluding non-financial liabilities27,548 –27,548
Provisions3,877 –3,877
Derivatives – foreign exchange contracts–487 487
Derivatives – interest rate swaps–1,229 1,229
Interest bearing liabilities88,832 –88,832
Balance at 31 March 2019120,2571,716121,973
35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
CONSOLIDATED 2018
Liabilities at
amortised cost
$’000
Derivatives used
for hedging
$’000
Total
$’000
Liabilities as per statement of financial position
Cash and cash equivalents3,857 – 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 2018128,2021,234 129,436
Accounting policy
On initial designation of a derivative as a cash flow hedging 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.
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Exposure to foreign exchange risk
CONSOLIDATED 2019
AUD
NZ$’000
USD
NZ$’000
EUR
NZ$’000
31 March 2019
Cash and cash equivalents1,467 – –
Trade receivables7,391 ––
Trade accounts payable(4,570)(4,518)(1,024)
Balance at 31 March 20194,288 (4,518)(1,024)
CONSOLIDATED 2018
AUD
NZ$’000
USD
NZ$’000
EUR
NZ$’000
31 March 2018
Cash and cash equivalents(3,857)– –
Trade receivables8,345 – –
Trade accounts payable(5,359)(3,216)(1,104)
Balance at 31 March 2018(871)(3,216)(1,104)
Cash flow hedge reserve movement shown in the statement of comprehensive income reflects the tax affected change in fair value of
forward foreign exchange currency contracts during the reporting period.
Sensitivity analysis
The following table details the Group’s sensitivity to a 10% strengthening/weakening of the New Zealand dollar (NZ$) 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
2019
$’000
2018
$’000
Profit or loss
10% strengthening of the NZ$ against:
AUD(390)79
USD411 292
EUR93 100
10% weakening of the NZ$ against:
AUD476 (97)
USD(502)(357)
EUR(114)(123)
37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
Equity
10% strengthening of the NZ$ against:
USD(1,905)(1,668)
EUR(419)(593)
10% weakening of the NZ$ against:
USD2,328 2,038
EUR512 725
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.
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. LONG TERM ASSETS
4.1 PROPERTY, PLANT AND EQUIPMENT
CONSOLIDATED 2019
Plant &
equipment
$’000
Furniture,
fittings &
equipment
$’000
Motor Vehicles
$’000
Total
$’000
Opening balance
Cost77,765 3,027 12,450 93,242
Accumulated depreciation(17,743)(1,935)(5,192)(24,870)
Net book value at 1 April 201860,022 1,092 7,258 68,372
Additions4,093 253 3,369 7,715
Disposals(64)(22)(252)(338)
Depreciation expense(8,141)(543)(2,211)(10,895)
Foreign exchange impact(263)–(10) (273)
Closing net book value at 31 March 201955,647 780 8,154 64,581
Represented by:
Cost81,403 3,258 15,06199,722
Accumulated depreciation(25,756)(2,478)(6,907)(35,141)
Net book value at 31 March 201955,647 780 8,15464,581
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
39
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%Straight Line
Plant and equipment7.5–15%Straight Line
Motor Vehicles12–20%Straight Line
Furniture, fixtures and fittings20–25%Straight Line
4.2 Intangible Assets
CONSOLIDATED 2019
Customer
relationships
$’000
Goodwill on
acquisitions
$’000
Computer
software
$’000
Total
$’000
Opening balance
Cost13,002 148,345 8,447 169,794
Accumulated amortisation(5,990)–(4,317)(10,307)
Net book value at 1 April 20187,012 148,345 4,130 159,487
Additions–580141 721
Disposals––––
Amortisation expense(1,667)–(1,897)(3,564)
Impairment(1,270)(8,290)–(9,560)
Foreign exchange impact33(652)(23)(642)
Closing net book value at 31 March 20194,108 139,983 2,351 146,442
Represented by:
Cost12,962148,332 8,534 169,828
Accumulated amortisation(8,854)(8,349)(6,183)(23,386)
Net book value at 31 March 20194,108 139,983 2,351 146,442
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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
During the period ended 2019, the Group made the final payment as stipulated in the sale and purchase agreement of
Southland Glass, adding $0.6m to the value of goodwill in respect of that acquisition in 2017.
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 acquisition 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
2019
$’000
2018
$’000
New Zealand117,379116,799
Australia22,60431,546
139,983 148,345
The value-in-use calculation uses pre-tax cash flow projections based on financial projections 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
20192018
New ZealandAustraliaNew ZealandAustralia
Compound annual revenue growth - 5 years0.5%6.9%(1.1%)7.5%
Long term growth rate2.0%2.0%2.5%2.5%
Discount rate9.9%9.9%9.5%9.5%
41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Directors have completed an assessment of the carrying value of goodwill using a value-in-use basis to determine the
recoverable amount consistent with the approach taken by the Group in its consolidated financial statements for the year
ended 31 March 2018.
During the year ended 31 March 2019, operational challenges impacted the financial performance in the Australian cash
generating unit (CGU). This has impacted the cashflow forecasts which support the carrying value of the Australian CGU,
and as a result an impairment of goodwill of $8.3m has been recognised in respect of the Australian CGU in the consolidated
financial statements for the year. The recoverable value of the Australian CGU amounts to $45.5m based on a value-in-use
calculation.
The major plant installations in Australia during early 2018 significantly disrupted the company’s operations over the last 15
months. This was compounded by high levels of staff turnover. While a number of operational and staffing initiatives have
been implemented through the year and operational performance has improved, these changes take time to flow through to
the financial results, leading to a reassessment of the near term cash generation in the Australian CGU.
Additionally, the Directors have taken into account Housing Industry Association and other forecasts of construction
activity which indicate that further declines in housing starts are expected, particularly in multi-residential inner-city
demand. AGG primarily services the new detached housing construction and alterations and additions markets that have
historically been more stable, however they are expected to also decline to some degree in the future.
The most sensitive assumption in the assessment of our value-in-use calculation for the Australian CGU is compound
annual revenue growth. We still see considerable opportunity in Australia as continuing legislative changes drive an increase
in the demand for high quality double glazed windows, as we have seen awareness and penetration increasing in Victoria and
Tasmania on the back of this. Consequently our future projections are based on an assumed growth in the size of the
market for double glazed units in South Eastern Australia resulting in increased sales of these products. If this increase in
demand does not eventuate or we are unable to increase our production, a further evaluation of goodwill may be required.
The discount rate (post tax) represents the current market assessment of the risks specific to the CGU, taking into
account the time value of money and individual risks of the underlying assets that have not been incorporated in the
cashflow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating
segments and is derived from its weighted average cost of capital (WACC).
The long term growth rate is based on long term population growth rates in New Zealand and Australia and the increased
use and prevalence of glass products in our markets.
Sensitivity to changes in key assumptions
The following summarises the effect of a change in the key assumptions for the Australian CGU, with all other assumptions
remaining constant:
Impairment
Variance to base
assumption
$’000$’000
Base assumption(8,290)–
+1.0% in the 5 year compound annual revenue growth rate6,290 14,580
-1.0% in the 5 year compound annual revenue growth rate(21,177)(12,887)
+0.5% Discount rate(11,326)(3,036)
-0.5% Discount rate(4,976)3,314
+0.25% Long term growth rate(7,035)1,255
-0.25% Long term growth rate(9,593)(1,303)
Sensitivity analyses performed by management indicate no impairment to the goodwill associated with the New Zealand CGU.
Impairment tests for Customer Relationships
The Group also reviewed the valuation for the Customer Relationships intangible asset. The valuation model applies an
excess earnings approach. The Group reviewed this valuation with respect to EBIT, net operating assets and updated
customer churn data. This assessment has resulted in an impairment of $1.3m being recognised in the consolidated financial
statements with respect to the Customer Relationships asset within Australian Glass Group, this being the total of the
asset value.
NotesSaoelseN rvoSnu 22Su.N.to1
ANNUAL REPORT 2019
42
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.
43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. DEBT & EQUITY
5.1 INTEREST BEARING LIABILITIES
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
Bank borrowings88,832 90,818
Bank overdraft–3,857
88,832 94,675
Bank borrowings are secured by a first-ranking composite general security deed. The Group’s bank borrowing facilities
comprise a syndicated term loan facility of $120m negotiated on 31 August 2018 for a 3 year term as well as overdraft and
bank guarantees totalling $9.748m. 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 through shares held of
various subsidiaries.
(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
2019
$’000
2018
$’000
Opening balance at 1 April90,818 94,736
Cashflows(1,146)(3,000)
Foreign exchange adjustments(840)(918)
Closing balance at 31 March88,832 90,818
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 2019
44
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 2018. As at
31 March 2019 the Group had cash of $5.5m. Information in respect of negotiated credit facilities is shown below.
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
Committed credit facilities pursuant to syndicated facility129,748 141,382
Drawdown at balance date(92,362)(95,591)
Available credit facilities37,386 45,791
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 2019
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 owing2,981 2,793 90,002–95,776
Interest rate swap173 274 782 –1,229
Foreign exchange contracts487 –––487
Trade accounts payable19,939–––19,939
Total at 31 March 201923,580 3,06790,784 –117,431
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 owing6,986 91,957 – – 98,943
Interest rate swap11 443 476 – 930
Foreign exchange contracts304 – – – 304
Trade accounts payable20,594 – – – 20,594
Total at 31 March 201827,895 92,400 476 – 120,771
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
$279k and a subsequent decrease of $279k if rates decreased by 10%. (2018 interest rate increase of 10% would have
resulted in additional costs of $272k and a subsequent decrease of $272k 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.
45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5.2 Contributed equity
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
Opening balance306,653 304,950
Payments received on management incentive plans40 1,703
Closing balance306,693 306,653
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 20 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
10-Jun-16532,266127,950$1.7310-Jun-19
25-May-171,351,344337,784$1.3525-May-20
24-May-181,942,534609,421$0.897-Jun-21
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
46
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 3.8 cents per share in 2019 (7.6 cents per share in 2018)
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 2019 was as follows:
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
Bank borrowings88,832 90,818
Less: cash and cash equivalents(5,488)(360)
Plus: bank overdraft–3,857
Net debt83,344 94,315
Equity156,963 160,336
Gearing ratio34.7%37.0%
47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. OTHER
6.1 INCOME TAXATION
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
Profit before income taxation10,589 23,334
Income taxation expense at the Group’s effective tax rate2,640 6,561
Tax effect of non-deductible items2,737215
Non assessable income––
Prior year adjustment170 280
Income tax expense5,547 7,056
Represented by:
Current taxation8,438 7,381
Deferred taxation(2,891)(325)
5,547 7,056
Imputation Credit Account
The amount of imputation credits at balance date available for future distributions is $12.4m at 31 March 2019, $6.8m at 31 March 2018.
6.2 DEFERRED TAXATION
Consolidated deferred tax assets and liabilities are attributable to the following;
CONSOLIDATED
2019
Assets
$’000
Liabilities
$’000
Net
$’000
Property, plant & equipment–(740)(740)
Inventory and receivables– ––
Cash flow hedge513 –513
Intangibles–(1,207)(1,207)
Provisions and accruals2,863 –2,863
Tax losses1,5821,582
4,958 (1,947)3,011
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)
17CONSL7OINO1DAT7SE DMMS F1FC7P
ANNUAL REPORT 2019
48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Movement in temporary differences during the year;
CONSOLIDATED 2019
Opening
Balance
$’000
Recognised
in Opening
Retained
Earnings*
$’000
Recognised in
profit or loss
$’000
Recognised
in OCI
$’000
Balance
31 Mar 2018
$’000
Property, plant & equipment(1,006)–260 6 (740)
Inventory and receivables74 –(74)––
Cash flow hedge346 ––167 513
Intangibles(2,508)–1,288 13 (1,207)
Provisions and accruals2,663 375(165) (10)2,863
Tax losses––1,582–1,582
(431)3752,891176 3,011
CONSOLIDATED 2018
Opening
Balance
$’000
Arising on
acquisition
$’000
Recognised in
profit or loss
$’000
Recognised
in OCI
$’000
Balance
31 Mar 2017
$’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 (56)(431)
* Deferred tax impact on change in accounting policy. Refer to Note 1.
Accounting 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 for unused tax losses and deductible temporary differences to the extent that
it is probable that future taxable profit will be available against which they can be utilised. Deferred tax assets are reviewed
at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be
realised.
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.
49
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
2019
$’000
2018
$’000
Share based payments reserve
Balance at beginning of period755 381
Movement in share based payments reserve(30)374
Closing Balance725 755
6.4 RELATED PARTY TRANSACTIONS
Subsidiaries
The Group’s principal subsidiaries at 31 March 2019 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 incorporation2019 Interest2018 Interest
Metropolitan Glass & Glazing LimitedNew Zealand100%100%
Metroglass Finance LimitedNew Zealand100%100%
Australian Glass Group Holding PtyAustralia100%100%
Australian Glass Group Finance PtyAustralia100%100%
Directors
The names of persons who were directors of the Company at any time during the financial period are as follows: Peter
Griffiths, Russell Chenu, Willem Roest, Gordon Buswell, Angela Bull and Rhys Jones.
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
50
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.
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
Salaries and other short-term employee benefits2,967 3,009
Management incentive48 290
Share based payments94 269
Post employment benefit–2,731
3,109 6,299
Board of Directors’ compensation
CONSOLIDATEDCONSOLIDATED
2019
$’000
2018
$’000
Directors fees605 595
605 595
6.5 CONTINGENCIES
At 31 March 2019 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
2019
$’000
2018
$’000
Commitments for minimum lease payments in relation to
non-cancellable operating leases are payable as follows:
Within one year9,188 9,435
One to two years7,121 8,891
Two to five years12,001 15,078
Beyond five years18,884 22,226
Commitments not recognised in the financial statements
47,19455,630
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.
51
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
52
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
We have audited the consolidated financial statements which comprise:
the consolidated statement of financial position as at 31 March 2019;
the consolidated statement of comprehensive income for the year then ended;
the consolidated statement of changes in equity for the year then ended;
the consolidated statement of cash flows for the year then ended; and
the notes to the consolidated financial statements, which include significant accounting policies.
Our opinion
In our opinion, the accompanying 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 2019, its financial performance and its cash flows for
the year then ended in accordance with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (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.
53
PwC
Our audit approach
Overview
An audit is designed to obtain reasonable assurance whether the financial
statements are free from material misstatement.
Overall Group materiality: $1.0 million, which represents approximately
5% of profit before tax, adjusted to exclude the total impairment charge of
$9.6 million relating to the Australian Glass Group Cash Generating Unit’s
intangible assets.
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 year. 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 2019
54
PwC
Key audit matterHow our audit addressed the key audit matter
Goodwill impairment assessment
Total goodwill at 31 March 2019 amounts to
$140.0 million and represents 48% of total
assets. As disclosed in Note 4.2 of the
consolidated financial statements, goodwill of
$116.8 million relates to the acquisition of
Metro Performance Glass (MPG) in FY2015
and $31.5 million relates the acquisition of
Australian Glass Group (AGG) in FY2017. An
impairment charge of $8.3 million has been
recorded against AGG goodwill in the current
financial year.
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 in
use 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 (see Note 2.1
of the consolidated financial statements).
Expected future compound revenue
growth rates.
The determination of the appropriate
discount rate used in the model being a
post-tax rate of 9.9% for both New
Zealand and Australia.
The estimated long term growth rate -
management has applied a rate of 2.0%
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 CGUs.
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 growth to historic performance
of each CGU.
- the long term growth rate to the long
term inflation forecasts.
- the discount rate to similar companies in
the building materials market.
Assessed the reasonableness of gross profit
margin, operating expenses, EBITDA
growth, CAPEX and working capital
assumptions to historic performance of each
CGU.
We engaged an auditor’s expert to review the
carrying value, the discount rate and the long
term growth rate used in the model.
Performed sensitivity analysis in particular
to the compound annual revenue growth
rates, the discount rate and the long term
growth 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
were noted.
55
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 $267.8 million in
the year to 31 March 2019, and is the most
significant item in the Group’s financial
statements and therefore requires significant
audit effort.
There is complexity in the revenue business
process due to the high level of manual
interactions. This also heightens the potential
for management override through posting of
inappropriate journal entries to revenue.
Management undertook an analysis for the first
time adoption of IFRS 15 and identified changes
in the timing of revenue recognition with a
cumulative impact of $0.04 million in opening
retained earnings as of 01 April 2018.
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 year, we obtained evidence
that the transactions were valid and
recognised in the correct financial year. 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 the sample of transactions, we
obtained a confirmation of the amount
from the customer, or evidence that the
amount was received by the Group
subsequent to year-end.
For a sample of journals posted to revenue
throughout the year, we obtained evidence
that journals were appropriate by agreeing
them to supporting documentation.
Assessing management’s assessment of the
impact of IFRS 15 by reviewing contracts
with customers for the different revenue
channels on a sample basis and testing the
disclosure in the financial statements.
From our procedures, no material exceptions
were 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.
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
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
56
PwC
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 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
23 May 2019
Auckland
57
METRO PERFORMANCE GLASS LIMITED
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.
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 information in this section is current as at 23 May 2019 and
has been approved by the Board. Metroglass considers that, during
the year to 31 March 2019 (reporting period), the Company
materially complied with the NZX Code.
Metroglass’ shares are also listed on the Australian Securities
Exchange (ASX) with ASX Foreign Exempt Listing status. Given this
status, the ASX requires the Company to comply with the NZX Main
Board Listing Rules and confirm its adherence to these rules annually,
and to comply with a specific subset of the ASX Listing Rules.
This corporate governance 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 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. The code is reviewed at least every
two years and was last reviewed in July 2017.
SHARE TRADING POLICY
Company’s Share Trading Policy governs trading in the Company’s
shares and any associated financial products (during the reporting
period these were Metroglass’ NZX- and ASX-listed shares). 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.
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
58
CORPORATE GOVERNANCE
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 23 May 2019, the Board comprised six
Independent Directors. Director profiles and length of service are
detailed on pages 12 and 13 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 1 March 2019.
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. Metroglass’ Board
and CEO delegated authority policies are reviewed at least annually
and were last reviewed on 28 March 2019.
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. Board succession is
the responsibility of the People and Culture Committee, on behalf
of the board.
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
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.
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).
Rhys Jones (appointed to the Board during the 2018 financial year)
and Gordon Buswell and Russell Chenu (having retired by rotation)
59
CORPORATE GOVERNANCE (CONTINUED)
were elected as Directors of Metro Performance Glass Limited at
the Company’s ASM on 24 August 2018. Angela Bull and Peter
Griffiths will each retire by rotation and stand for re-election at
the Company’s 2019 ASM.
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 23 May 2019, all six 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 75 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 Board conducted a full performance review this year
(completed in May 2019) with the assistance of governance
services firm Propero Consulting. The Audit and Risk Committee
was last reviewed in February 2019. The People and Culture
Committee was formed in April 2018, and 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, ethnicity, 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.
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 30
April 2019.
How is our workforce made up?
Age
16–24
25–34
35–44
45–54
55-64
65+
1%
11%
23%
23%
31%
11%
Ethnicity
Other
11%
Pacific
Islander
9%
NZ
European
45%
Maori
10%
Australian
11%
Asian
(including
Indian)
15%
Gender
4%
Prefer
not to
say; other
13%
Women
83%
Men
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
60
CORPORATE GOVERNANCE (CONTINUED)
As at 31 March 2019 (and 31 March 2018 for the prior comparative period), the mix of gender among the Company’s Board
and SLT and Board were:
31 March 2019Female MaleTotal% Female
Board 15617%
Senior Leadership Team35838%
31 March 2018Female MaleTotal% Female
Board 15617%
Senior Leadership Team26825%
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
• Fair and consistent reward and recognition
• Ensure female candidates are identified for all Board and senior management vacancies
In 2018 the Board approved three strategic initiatives to advance the Company’s diversity objectives in the 2019 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, and report summarised results in
the FY19 Annual Report.
This data was collected as part of the Company’s wider staff
survey completed in October 2018. A summary of the results are
presented above, alongside the required data tables showing Board
and SLT gender diversity.
Roll out the second phase of the Company’s diversity and
inclusiveness training programme to all senior managers, with other
staff to follow incrementally.
The Company engaged Diversity Works New Zealand this year and
conducted a diversity and inclusion stocktake to determine where
the Company is today, and to prioritise improvement efforts going
forward. A training programme is in development and will be rolled
out in the coming financial year and thereafter.
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.
11% of the Board and senior management roles recruited for in the
past financial year had a successful female candidate (2018: 25%)
and 17% had at least one short listed female candidate who was
interviewed (2018: 38%).
Amandeep Kaur was appointed as Group Health and Safety
Manager, and as a member of the SLT in April 2019.
The Company’s targets for the 2020 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. Provide diversity and inclusiveness training in line with the programme developed with Diversity Works; and
3. Agree a work program to make the Company a more inclusive and diverse business.
61
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 2019, the Board had two standing committees, being the Audit and Risk Committee
and People and Culture Committee.
BOARD AND COMMITTEE COMPOSITION AND ATTENDANCE 12 MONTHS TO 31 MARCH 2019
Board meetings
attended
Audit and Risk
Committee
meetings
attended
People and
Culture
Committee
meetings
attendedAppointed/ Resigned
Meetings held1576
SITTING DIRECTORS
Peter Griffiths 14/15 (c)7/7Appointed: 02/09/16
Angela Bull15/156/6 (c)Appointed: 05/05/17
Gordon Buswell15/156/6Appointed: 07/10/15
Russell Chenu14/157/7Appointed: 05/07/14
Rhys Jones15/156/6Appointed: 01/04/18
Willem (Bill) Roest15/157/7 (c)Appointed: 05/07/14
(c) indicates Chair.
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.
The Board’s committees and their members as at 23 May 2019 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.
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 February 2019.
PEOPLE AND CULTURE 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.
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
62
17CO7CNSLID7ALCTNT1LIE17TS TMLFP
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 last 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 18 to 51 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 22 May 2019.
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 continue to better
understand the material ESG issues for the Company and
determine the importance that both the business and external
stakeholders place on them.
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 67 to 70 of this Annual
Report.
63
CORPORATE GOVERNANCE (CONTINUED)
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, which is reviewed
at least annually.
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 and lacerations resulting from the manual aspect
of its work processes. Metroglass mitigates these risks by
automating activities or providing mechanical assistance where
possible, mandating the use of appropriate personal protective
equipment and by training staff and contractors in correct manual
handling practices.
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 in both FY18 and FY19, after
reductions in each of the prior two years. 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.
During the past financial year, the Company has worked to ensure
that safety is at the front of people’s minds. This has included
introducing a formal program in which all senior leadership team
members engage in regular safety interactions across the Group,
completing active reviews and enhancements of the personal
protective equipment (PPE) being used, and appointing a Group
Health and Safety Manager (reporting directly to the Group CEO).
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 are
supported by a Safety Manager.
Group health and safety performance
FY19FY18FY17
LTIFR
10.5
(28 incidents)
9.3
(24 incidents)
8.5
(19 incidents)
TRIFR
34.8
(93 incidents)
38.2
(99 incidents)
40.1
(90 incidents)
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.
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
64
17CO7CNSLID7ALCTNT1LIE17TS TMLFP
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 2019 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 (if the materials are different to that previously
released to the 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, CEO, 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. Shareholders can elect to receive a
printed copy of 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.
65
17CO7CNSLID7ALCTNT1LIE17TS TMLFP
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 2018.
The notice of the meeting was released to the market on 24 July
2018. Minutes of the meeting are available on the Company’s
website at: https://www.metroglass.co.nz/investor-centre/
annual-shareholders-meeting/.
The 2019 Annual Shareholders’ Meeting is expected to be held on
26 July 2019 in Auckland. The time and place will be provided by
notice to all shareholders nearer to that date.
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
66
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 2019 is set
out below.
DirectorResponsibilities2019 Directors’ Fees
Peter Griffiths Chair of the Board, Member of the Audit and Risk Committee$160,000
Angela BullDirector, Chair of the People and Culture Committee$85,000
Gordon BuswellDirector, Member of the People and Culture Committee$85,000
Russell ChenuDirector, Member of the Audit and Risk Committee$90,000
Rhys JonesDirector, Member of the People and Culture Committee$85,000
Willem (Bill) RoestDirector, Chair of the Audit and Risk Committee$100,000
Total$605,000
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.
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.
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).
67
REMUNERATION REPORT
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 discretionary short-term incentive (STI)
• A long-term incentive (LTI).
Short-term incentives:
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 2019 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.
In the 2019 financial year, the target areas were consistent in
New Zealand and Australia, and are outlined below:
TargetWeighting
FY19 Result:
NZ
FY19 Result:
Australia
Earnings before
interest, tax and
amortisation
(EBITA)
performance70%
Achieved
in 1 of 3
NZ regions,
and at the
national levelNot achieved
Deliveries-In-Full-
On-Time30%
Achieved in
1 of 3 NZ
regions, not
achieved at
the national
levelNot 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 150% of the specified reward. The maximum
performance levels 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.
Long-term incentives
The Company’s LTI plan for the 2019 financial year was announced
on the 3 July 2018. 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 2019 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 specified exercise price, subject to Metroglass
achieving set performance hurdles and meeting certain vesting
conditions.
A total of 3,826,144 share options and 1,075,205 performance
share rights remain outstanding pursuant to the 2017, 2018 and
2019 LTI plans as at 23 May 2019.
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 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 new employee share scheme during
the 2020 financial year.
NotesSaoelseN rvoSnu 22Su.N.to1
ANNUAL REPORT 2019
68
REMUNERATION REPORT (CONTINUED)
Chief Executive Officer’s Remuneration:
Metroglass’ new CEO Simon Mander joined the Company on 19 November 2018, following former CEO Nigel Rigby’s departure
on 31 March 2018.
Fixed CEO remuneration for the past three financial years (12 months to 31 March)
FIXED REMUNERATION
Financial yearCEOSalaryOther benefits**
Total fixed
remuneration
FY19Current$214,166*$8,173$222,339
FY18Former$550,000$20,385$570,385
FY17Former$500,000$18,555$518,555
* Pro-rated for a partial year. The full year salary for Simon Mander is set at $650,000.
** Other benefits include medical insurance and KiwiSaver.
Description of Chief Executive Officer’s remuneration for performance for the year ended 31 March 2019
PlanDescriptionPerformance measures
Percentage of
maximum awarded
STISet at 50% of fixed remuneration for
FY19 on-plan performance in New Zealand,
up to a maximum of 1.5 times (equal to
75% of fixed remuneration), where the
highest levels of STI targets are achieved.
Any payment is pro-rated for months of
service. STI targets are based on a full year
of group performance in FY20.
70%: EBITA performance
59%
30%: DIFOT
LTINil. Will be eligible to participate in the next
LTI scheme.
N/A
PAY FOR PERFORMANCE – SHORT-TERM INCENTIVES
Financial year of STI paymentCEO
Relevant
performance period
% STI awarded
against maximumSTI paid
FY20CurrentFY1959%$96,342*
FY19FormerFY180%$0**
FY18FormerFY1710%$28,563
FY17FormerFY1667%$201,062
* Pro-rated for 4 months out of 12 following the CEO joining in November 2018.
** A separate one-off incentive payment was awarded to the departing CEO in the 2019 financial year as described in detail in the 2018
Annual Report.
PAY FOR PERFORMANCE – LONG-TERM INCENTIVES
CEO
LTI
(initial grant values)*
% LTI vested against
maximum
Span of LTI
performance periods
FY19CurrentNiln/an/a
FY18Former125,000Nil**08/06/ – 08/06/20
FY17Former125,000Nil**10/06/16 – 10/06/19
FY16Former125,000Nil07/12/15 – 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 FY19 LTI scheme will be tested in the FY21 year.
** These holdings were cancelled when the CEO left the Company (the three year holding hurdle was not met).
69
REMUNERATION REPORT (CONTINUED)
Settlement with former Chief Executive Officer:
In March 2019, Metroglass issued proceedings in the Employment
Relations Authority seeking to enforce the comprehensive
restraint of trade set out in the 2017 settlement agreement with
former CEO, Nigel Rigby. The parties were directed to mediation
which was completed in April 2019.
As a result of the mediation, Mr Rigby’s restraint of trade has been
modified in terms of duration but is enforceable in both Australia
and New Zealand. Further assurances have been received from
Crescent Capital and Viridian Glass that provide additional support
to the protections Metroglass has under the restraint of trade,
and Metroglass received a confidential sum as part of the
resolution of its claims.
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 2019, 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 2019 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 2019 that relate to the year ended 31
March 2019.
Remuneration
Number of
employees
100,000 – 110,00038
110,000 – 120,00025
120,000 – 130,00017
130,000 – 140,00013
140,000 – 150,00011
150,000 – 160,0005
160,000 – 170,0009
170,000 – 180,0001
180,000 – 190,0003
190,000 – 200,0003
200,000 – 210,0002
210,000 – 220,0006
220,000 – 230,0000
230,000 – 240,0002
240,000 – 250,0001
250,000 – 260,0003
260,000 – 270,0001
340,000 – 350,0001
420,000 – 430,0001
480,000 – 490,0001
520,000 – 530,0001
2,850,000–2,900,000
*
1
*This reflects the final payment made to the departing CEO in the
2019 financial year.
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
70
REMUNERATION REPORT (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 2019:
Register SecurityHoldersUnits
New ZealandMPG (NZX)3,208 164,824,829
AustraliaMPP (ASX)121 20,553,257
TotalMPG (Dual)3,329 185,378,086
Securities issued, and still outstanding, under the 2016 – 2019 LTI plans:
Long-Term Incentive SchemeSecurityHoldersUnits
2016 Performance Share RightsMPG (NZX)––
2016 Share OptionsMPG (NZX)––
2017 Performance Share RightsMPG (NZX)12127,950
2017 Share OptionsMPG (NZX)12532,266
2018 Performance Share RightsMPG (NZX)29337,834
2018 Share OptionsMPG (NZX)291,351,344
2019 Performance Share RightsMPG (NZX)609,421
2019 Share OptionsMPG (NZX)1,942,534
TOP 20 SHAREHOLDERS
Metroglass’ top 20 registered shareholders as at 1 May 2019 were as follows:
RankInvestor NameFootnote*
Shares at
1 May 2019
% of
shares
1HSBC Nominees (New Zealand) Limited*31,002,514 16.72%
2Accident Compensation Corporation*12,091,936 6.52%
3Masfen Securities Limited8,842,667 4.77%
4J P Morgan Nominees Australia Pty Limited5,470,387 2.95%
5Nigel James Rigby5,243,714 2.83%
6FNZ Custodians Limited4,787,312 2.58%
7Citicorp Nominees Pty Limited4,612,507 2.49%
8FNZ Custodians Limited4,610,373 2.49%
9BNP Paribas Nominees Pty Ltd3,652,359 1.97%
10National Nominees Limited3,227,467 1.74%
11New Zealand Superannuation Fund Nominees Limited*3,203,072 1.73%
12FNZ Custodians Limited3,170,779 1.71%
13Premier Nominees Limited*2,436,552 1.31%
14Cogent Nominees Limited*2,369,440 1.28%
15Cogent Nominees (NZ) Limited*2,284,118 1.23%
16JBWere (NZ) Nominees Limited2,281,711 1.23%
17JPMorgan Chase Bank*2,244,635 1.21%
18Citibank Nominees (NZ) Ltd*1,651,218 0.89%
71
STATUTORY INFORMATION
RankInvestor NameFootnote*
Shares at
1 May 2019
% of
shares
19BNP Paribas Noms Pty Ltd1,521,435 0.82%
20Philip George Lennon1,345,767 0.73%
Totals: Top 20 registered holders of ordinary shares106,049,96357.20%
Totals: Remaining holders’ balance79,328,12342.80%
* 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 2019, a total of
60,545,057 Metroglass shares (or 32.66% of the ordinary shares on issue) were held through NZCSD.
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 2019. 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
Bain Capital Credit, LP20,475,00011.05%30/11/18
Schroder Investment Management (Australia) Limited18,332,8759.89%03/07/18
Investment Services Group Limited
Inclusive of:12,949,138 6.99% 27/11/18
Devon Funds Management11,999,1386.47%
Accident Compensation Corporation12,091,9366.52%25/03/19
National Australia Bank Limited9,570,4135.16%09/04/19
The following shareholders ceased to be substantial shareholders during the period 2 May 2018 to 1 May 2019: New Zealand
Superannuation Fund on 29 November 2018.
DISTRIBUTION OF SHAREHOLDERS
As at 1 May 2019:
Range
Number of
holders%
Number of
shares%
1 – 1,0002878.62% 207,746 0.11%
1,001 – 5,0001,02630.82% 3,260,369 1.76%
5,001 – 10,00070421.15% 5,658,135 3.05%
10,001 – 50,0001,03631.12% 24,150,692 13.03%
50,001 – 100,0001394.18% 10,266,249 5.54%
Greater than 100,0001374.12% 141,834,895 76.51%
Total3,329100.00%185,378,086100.00%
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. Metroglass conducts voting by way of a poll, using this method 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 available on the Company’s website at: https://www.metroglass.co.nz/investor-centre/governance/.
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
72
STATUTORY INFORMATION (CONTINUED)
TRADING STATISTICS
Metroglass is listed on both the NZX and ASX. The trading ranges for the period 1 April 2018 to 31 March 2019 are as
follows:
NZXASX
Minimum:NZ$0.40 (26/11/18)AU$0.38 (27/11/18)
Maximum:NZ$0.91 (02/07/18)AU$0.88 (03/07/18)
Range:NZ$0.40 – NZ$0.91AU$0.38 – AU$0.88
Total shares traded104,044,5972,340,185
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.
On 26 November 2018, the Company announced its intention to prioritise debt reduction, and that it was targeting a lower
leverage ratio for the group (as measured by net debt to rolling 12‐month EBITDA) of approximately 1.5 times. At 31 March
2019, this ratio was 2.1 times. No dividends have been declared in respect of the 2019 financial year.
NZX AND ASX WAIVERS
Metroglass does not have any waivers from the requirements of the NZX Main Board Listing Rules, and has waivers in place
with the ASX that are standard for a New Zealand company listed on the ASX.
Metroglass has an ASX Foreign Exempt Listing on the ASX. This 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.
73
STATUTORY INFORMATION (CONTINUED)
DISCLOSURE OF DIRECTORS’ INTERESTS
Directors disclosed, under section 140(2) of the New Zealand Companies Act 1993, the following interests as at 31 March.
2019:
Director and CompanyPosition
Angela Jennifer Bull
Callaghan Innovation Research LimitedDirector
New Zealand Institute of Economic ResearchDeputy Chair
Real Estate Institute of New ZealandDirector
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
Great Barrier Airlines LimitedDirector and Shareholder
Island Leader LimitedDirector and Shareholder
Another New Plane Co LimitedDirector and Shareholder
New Zealand Business and Parliament TrustChair and Trustee
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
Carbine Aginvest Corporation LimitedDirector
Dairy Technology Services 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
METRO PERFORMANCE GLASS LIMITED
ANNUAL REPORT 2019
74
STATUTORY INFORMATION (CONTINUED)
SUBSIDIARIES AND SUBSIDIARY DIRECTORS
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 2019.
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, and each is a full-time Group employee. 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 2019 are included in the remuneration bandings disclosed on page 70 of this Annual Report.
Within the 2019 financial year, Simon Mander was appointed director of each of the eight New Zealand subsidiaries (19
December 2018), and Andrew Paterson ceased to be a director of the same set of companies on the same date. As at 31
March 2019, Metroglass’ subsidiary companies and subsidiary directors were:
CompanyDirectors
Australian Glass Group (Holdings) Pty LimitedJohn Fraser-Mackenzie, Jason McGrath
Australian Glass Group Finance Company Pty LimitedJohn Fraser-Mackenzie, Jason McGrath
Australian Glass Group Investment Company Pty LimitedJohn Fraser-Mackenzie, Jason McGrath
Canterbury Glass & Glazing LimitedSimon Mander, John Fraser-Mackenzie
Christchurch Glass & Glazing LimitedSimon Mander, John Fraser-Mackenzie
Hawkes Bay Glass & Glazing LimitedSimon Mander, John Fraser-Mackenzie
I G M Software LimitedSimon Mander, John Fraser-Mackenzie
Metroglass Finance LimitedSimon Mander, John Fraser-Mackenzie
Metroglass Holdings LimitedSimon Mander, John Fraser-Mackenzie
Metropolitan Glass & Glazing LimitedSimon Mander, John Fraser-Mackenzie
Taranaki Glass & Glazing LimitedSimon Mander, John Fraser-Mackenzie
DIRECTORS’ SHAREHOLDING IN METROGLASS
The Directors’ respective interests in Metroglass shares as at 1 May 2019 are as follows:
Number of shares
in which a relevant
interest is heldAcquisition datesDisposal dates
Angela Bull45,82510/07/17, 30/08/17 and 28/08/18n/a
Gordon Buswell50,00025/05/18n/a
Russell Chenu25,00029/07/14n/a
Peter Griffiths195,500Eight dates between 16/05/16 and 29/08/18n/a
Rhys Jones58,00031/08/18n/a
Willem (Bill) Roest25,00029/07/14n/a
DONATIONS
For the year ended 31 March 2019, Metroglass, including its subsidiaries, made donations of $14,368.62 (2018: $2,226.26).
NET TANGIBLE ASSETS PER SECURITY
Net tangible assets per security at 31 March 2019: 5.7 cents (31 March 2018: 0.5 cents).
CURRENCY
Within this Annual Report, all amounts are in New Zealand dollars unless otherwise specified.
CREDIT RATING
Metroglass has not requested a credit rating.
75
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
Willem (Bill) Roest – Non-Executive Director and
Chair of the Audit and Risk Committee
SENIOR LEADERSHIP TEAM
Simon Mander – Chief Executive Officer
John Fraser-Mackenzie – Chief Financial Officer
Robyn Gibbard – GM Upper North Island
Gareth Hamill – GM Lower North Island
Andrew Dallison – GM South Island
Amandeep Kaur – Group Health and Safety Manager
Barry Paterson – General Manager Commercial Glazing
Dayna Saunders – Human Resources Director
AUDITOR
PricewaterhouseCoopers
22/188 Quay Street
Auckland 1142
New Zealand
LAWYERS
Bell Gully
Vero Centre
48 Shortland Street
Auckland 1140
New Zealand
BANKERS
Bank of 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.
2019 Annual Shareholders’ Meeting 26 July 2019
2020 Half Year balance date30 September 2019
2020 Half Year results announcement November 2019
2020 Full Year balance date 31 March 2020
2020 Full Year results announcementMay 2020
COMPANY DIRECTORY
INVESTOR CALENDAR
17CONSL7OINO1DAT7SE DMMS F1FC7P
ANNUAL REPORT 2019
76
insight
creative.co.nz
MPG013
METROGLASS.CO.NZ
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METRO PERFORMANCE GLASS
NZX, ASX and Media Release 23 May 2019
Metro Performance Glass Limited: NZX Appendix 1
Results for announcement to the market
Full year reporting periods
Reporting period: 12 months to 31 March 2019
Previous reporting period: 12 months to 31 March 2018
Amount
(NZ$’000)
Percentage
change %
Revenue from ordinary activities 267,836 (0.2%)
Profit (loss) from ordinary activities after tax attributable to security
holder
5,042 (69.0%)
Net profit (loss) attributable to security holders 5,042 (69.0%)
Interim / Final Dividend Amount per
Security
Imputed
Amount Per
Security
Final dividend – per ordinary share Nil Nil
Record Date -
Dividend Payment Date -
There are currently no dividend or distribution reinvestment plans in operation.
31-Mar-19 31-Mar-18
Net tangible assets per security (NZ$) 5.68 0.46
Accompanying this announcement are Metro Performance Glass Limited’s audited financial statements for the
year ended 31 March 2019. 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.
---
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
23 May 2019
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
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.