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Metro Performance Glass’ 2019 Results

Full Year Results22 May 2019MPGReal Estate

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

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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

---

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.