Steel & Tube FY19 Results
FY19 Results
Presentation
For the 12 months ended
30 June 2019
FY19 CHALLENGING MARKET, HOWEVER GOOD PROGRESS
ON BUSINESS TURNAROUND
CHALLENGING TRADING ENVIRONMENT
1H19 trading in line with expectations
χMarket contraction in some sectors and price pressures in 2H19
Responded to unsolicited non-binding indicative offer in September 2018
GOOD STRATEGIC PROGRESS
$10m in benefit delivered in FY19
Structural improvements will provide long term value
Operating costs reduced 4% on a normalised
1
basis
STRENGTHENED BALANCE SHEET
Completed capital raise
Disciplined working capital management
Prudent capital management with capex slightly below depreciation
Net debt reduced from $104m to $15m
ENGAGED & FOCUSED ORGANISATION
Strong commitment to quality and safety
Strengthened leadership and operational teams
AX ERP system enabling more detailed data for better business analysis
Reduced from 48 to 35 sites while maintaining regional presence
Exited Plastics business
2
1) See Slide 32 and 33 for definitions of financial terms and reconciliation of normalisedresults
CHALLENGING TRADING CONDITIONS IN 2H19
Second half trading FY19 (2H19)
•Growing market share and volumes were more than
offset by market contraction in some sectors and
price pressures in 2H19
•Significant industry contraction in higher value
segments such as stainless steel, combined with
changes in product mix impacted on 2H19 margins
•Resulted in S&T margins reducing slightly from 1H19
instead of expected improvement
3
10.0%
12.5%
15.0%
17.5%
20.0%
22.5%
25.0%
27.5%
30.0%
32.5%
180
200
220
240
260
280
1H192H19
$M
NORMALISED SALES AND MARGIN
1
SalesMargin %
1) See Slide 32 and 33 for definitions of financial terms and reconciliation of normalisedresults
JulAugSepOctNovDecJanFebMarAprMayJun
Tonnes
VOLUME FY18:FY19
FY18FY19
Easter/ANZAC
1H19 trading in line with expectations;
2H19 margin performance lower than expected and
impacted on result
CONTINUING COMMITMENT TO QUALITY & SAFETY
6.9
14.1
9.9
5.5
1.5
0
5
10
15
FY15FY16FY17FY18FY19
EMPLOYEE TOTAL RECORDABLE INJURY
FREQUENCY RATE (TRIFR)
Quality:
•Telarc ISO 9001:2015 quality certification
•Continued implementation of Lloyd’s Register
independent steel mill audits
•Introduction of monthly traceability audits
•Reviewed risk categorisation of all products
•Capability improvement through competency-
based training programs
•All QHSE staff are ISO 9001:2015 certified Lead
Auditors, allowing them to lead and manage
audits in line with the standard
•Supporting Steel Construction NZ (SCNZ) charter
Safety, Health, Environment:
•Focus on management of critical risks
•Continuing improvement in health and safety
with Employee TRIFR down to 1.5
•Improved QHSE auditing compliance schedules
•Significant investment in a further $1.3m in
machine guarding
4
FY19 GROUP FINANCIAL SUMMARY
1) See Slide 32 and 33 for definitions of financial terms and reconciliation of normalisedresults
2) For comparability, the FY18 dividend per share has been adjusted to reflect the revised number of shares on issue following the capital raise, concluded in September 2018
5
$mFY19FY18
%
change
Revenue
498.1495.80.5%
Normalised Revenue
1
497.1473.55%
EBIT
16.8(36.2)
Normalised EBIT
1
16.013.1
22%
NPAT
10.4(32.1)
Normalised NPAT
1
9.95.7
74%
Dividend (centsper share)
5.03.8
2
Shareholder Equity
253.9172.6
Net Debt
15.0104.4
(86)%
Net operating cash flow
21.31.3
RESULTS IMPACTED BY
2H19 GROSS MARGIN
PERFORMANCE
STRONG CASHFLOW
GENERATION
$21.3M
NORMALISED REVENUE
1
$497.1M +5%
REDUCTION IN NET
DEBT TO $15M
NORMALISED EBIT
1
$16M +22%
FY19 FINAL DIVIDEND
1.5 CENTS PER SHARE
NORMALISED NPAT
1
$9.9M +74%
TOTAL FY19 DIVIDEND
5 CENTS PER SHARE
INCREASED REVENUE DRIVEN BY NEW AND EXISTING
CUSTOMERS
288.3
185.2
473.5
287.7
209.4
497.1
100
150
200
250
300
350
400
450
500
550
DistributionInfrastructureGroup
$M
NORMALISED REVENUE
1
FY18FY19
5% increase in Group normalised revenue
1
•Gains in market share and volumes
•New business growth due to a combination of
delivery performance and better customer offer
•Distribution: Particularly impacted by market
contraction in some sectors and pricing pressure.
Market share gains were achieved in a number of
categories due to improving product availability,
DIFOTIS and sales team focus. Revenue flat year on
year reflecting the impact of market contraction in
some sectors and pricing pressures
•Infrastructure: Revenue growth of 13% was driven
by strong sales in Rollforming, Reinforcing and
CFDL. Revenue benefited from re-building and
growing a strong reputation for delivery and
investments such as the introduction of a new
composite floor decking profile
6
1) See Slide 32 and 33 for definitions of financial terms and reconciliation of normalisedresults
REDUCTION IN NORMALISED OPERATING EXPENSES
4% reduction in operating expenses on a
normalised basis
1
Underlying structural reduction of ~$5m achieved partially
offset by increased lease costs from sale and lease backs in
FY18 and Strive execution costs
•Operating lease costs up $1.3m reflecting the
annualisedfull year impact from new leases of $2.6m,
being partially offset by efficiencies from site
consolidations of $1.3m
•Efficiencies from business change activities have more
than offset wage & salary escalation and change
execution costs; more benefits expected to flow in
FY20
•Overall prudent and disciplined management of
expenditure
$mFY19N
1
FY18N
1
% ChangeFY18
Opex95.999.4(4)%115.9
23%
21%
19%
0%
5%
10%
15%
20%
25%
FY18FY18NFY19N
OPEX/SALES %
7
1) See Slide 32 and 33 for definitions of financial terms and reconciliation of normalisedresults
13.1
16.0
16.8
7.8
2.2
(9.2)
2.1
0.8
-
5.0
10.0
15.0
20.0
25.0
FY 18 EBIT Normalised
Sales & Margin
Opex
Sales & Margin
Opex and Other income
FY19 EBIT Normalised
S&T Plastics
FY 19 EBIT
EBIT ($M)
EBIT BRIDGE: FY18N
1
TO FY19
Base
8
1) See Slide 32 and 33 for definitions of financial terms and reconciliation of normalisedresults
STRENGTHENED BALANCE SHEET
Tight capital management and reduction in debt
creating a strong balance sheet –critical for
companies in softening economic environment
•Receivables and inventory reductions achieved,
improving working capital and cash flow, enabling further
reduction in debt, whilst also increasing sales
•$78.8m net proceeds from capital raise applied to
reducing debt, providing significant headroom
•Gearing ratio of 5.6% (FY18: 37.7%)
Dividend:
Board has declared a final FY19 dividend of 1.5 cps, taking
total FY19 dividends to 5 cps (3.5 cps at half year)
$mFY19FY18
Trade and other receivables90.799.2
Inventories114.0116.0
Trade and other payables(41.1)(49.9)
Working Capital163.6165.3
Cash and cash equivalents9.05.6
Borrowings(24.0)(109.9)
Property, plant and equipment52.052.7
Intangibles56.957.4
Other Assets and Liabilities(3.6)1.5
Total Assets & Liabilities253.9172.6
Equity253.9172.6
9
DISCIPLINED WORKING CAPITAL MANAGEMENT
•Disciplined management and improved collections
leading to reduction in accounts receivable,
particularly in the second half
•Collections improvement with debtors days
reduced from 65 to 48
•Improved inventory management: pleasing
improvements in stock availability and reductions in
slow moving inventory
•Detailed inventory analysis has delivered a better
inventory mix with more availability of in-demand
stock where needed
DaysFY19
FY18 Excl
Plastics
FY18
TradeReceivables (DSO)
486555
Inventories (DIO)
107110106
Trade Payables (DPO)
262625
Overdue 6%
$4.7m
FY19
Overdue 11%
$11.3m
FY18
TRADE RECEIVABLES
DSO: Days sales outstanding = trade receivables/annual credit sales
DIO: Days inventory outstanding = inventory/annual cost of goods sold
DPO: Days payable outstanding = trade payable/annual purchases
10
SIGNIFICANT REDUCTION IN NET DEBT
Strong balance sheet provides the financial
strength to execute strategies and manage
business trading cycles
•Significant reduction in debt following capital
raise concluded in September 2018
•Further repayments from improved operating
cash flows, prudent capital expenditure and
working capital improvements –debt reduced
by a further $7.1m
•New $70m senior debt facilities executed in
December 2018 providing strong liquidity,
leading to reduced finance costs in 2H19
•Net Debt at year-end of $15m
104.3
109.9
24.0
15.0
5.6
(78.8)
(7.1)
(9.0)
0
15
30
45
60
75
90
105
120
$M
FY18:FY19 NET DEBT BRIDGE
11
PRUDENT CAPITAL EXPENDITURE FOCUSED ON
PRODUCTIVITY IMPROVEMENTS
Capex back to ‘business as usual’ levels after
significant investments in previous years
•Slightly below depreciation and amortisation
•Funded through operating cash flow
Major projects in FY19:
•Replacement of guarding equipment
•IT investment
•Health & safety initiatives
•Chain and rigging vans
•Upgrades to operational infrastructure
0
10
20
30
40
50
FY15FY16FY17FY18FY19
CAPITAL INVESTMENT
AcquisitionsPlant & Equipment
Land & BuildingSoftware
Depreciation and amortisation
12
NZ IFRS 16 EFFECTIVE 1 JULY 2019
•Removes the distinction between operating
and finance leases, with all leases now on
balance sheet
•Results in a shift of operating lease costs,
currently reported within other operating
expenses, to interest and depreciation
•Impact on cash flows and net earnings over
the lease term remains the same, however
interest expense is higher in the earlier years
of the lease and lower in later years
•Results in the recognition of “right of use”
assets of $102m and lease liabilities of $113m
upon adoption
•Estimated to result in an increase to reported
EBIT of $5.7m and a decrease to reported
NPAT of $1.5m
100
200
300
400
500
Before IFRS 16After IFRS 16Before IFRS 16After IFRS 16
$M
BALANCE SHEET
ASSETS
LIABILITIES
PROFIT & LOSS
1
1) Estimated financial impact on adoption applied to FY19 reported results
5
10
15
20
25
Before IFRS 16After IFRS 16
$M
EBIT
Before IFRS 16After IFRS 16
PROFIT BEFORE TAX
13
DIVISIONAL
REVIEW
Distribution
Infrastructure
OUR BUSINESS: DIVISIONS
DISTRIBUTION
Products are sourced from preferred steel mills and distributed through
Steel & Tube’s national network of branches
FY19: ~58% of revenue
INFRASTRUCTURE
Products are processed before sale and typically on a contract or project
basis, including onsite installation services
FY19: ~42% of revenue
STEEL
STAINLESS STEEL
PIPING SYSTEMS
CHAIN & RIGGING
RURAL PRODUCTS
FASTENINGS
CFDL
ROOFING
COIL PROCESSING
PURLINS
COMFLOR®
Composite Floor Decks Ltd.
REINFORCING
Roll
-
forming
REO / CFDL
15
Distribution
•Hardest hit by market
segment contraction in some
segments and pricing
pressure
•Cost management and
efficiencies focus delivering
benefits
Infrastructure
•Pleasing improvements in
revenue and EBIT
•Focused on efficiencies and
continuous improvement of
customer service and offer
FY19 DIVISIONAL PERFORMANCE
58%
42%
FY19 REVENUE
18%
82%
FY19 EBIT
Distribution
FY19FY18N
1
% ChangeFY18
$m
Revenue287.7288.3(0)%288.3
EBIT2.92.6
2
9%(12.8)
Infrastructure
FY19FY18N
1
% ChangeFY18
$m
Revenue209.4185.213%185.2
EBIT11.99.3
2
27%5.0
1)See Slide 32 and 33 for definitions of financial terms and reconciliation of normalisedresults
2)FY18N EBIT has been adjusted to be consistent with the current year presentation
16
DISTRIBUTION
Revenue $287.7m EBIT $2.9m
Lower margin, higher volume business -being impacted by market
and pricing pressures
Progress
Warehousing of stock brought back in-house from November
2018 ($2.2m savings)
Consolidation of 10 sites across the network, reducing costs and
enhancing collaboration ($1.0m savings)
Growth in the high margin Chain & Rigging market segment,
including addition of four new vans ($0.2m uplift in EBIT)
Labour efficiencies as part of operational restructure and
network optimisation ($2.1m savings)
Focus on freight savings and efficiencies, including tenders for key
line-haul runs ($0.6m savings/benefit)
Sales force excellence with number of new key customer account
wins and management of new customers, introduction of No. 8
Wire programme ($0.6m savings/benefit)
17
INFRASTRUCTURE
Revenue $209.4m EBIT $11.9m
Higher margin business, with sales tailored to customers’ requirements
Progress
Margin improvements due to manufacturing efficiencies ($0.3m in
Rollforming)
Freight savings and efficiencies in Rollforming($0.7m)
Strong focus on Health & Safety with equipment guarding and
training
Improved labour productivity in Rollforming($0.5m) and
Reinforcing ($1.3m) –decreasing labour cost, increasing
productivity
Decreased costs through outsourcing of netting production ($0.1m)
Labour restructuring as part of operational optimisation ($0.3m)
Specialised project wins for the Reinforcing business
Introduction of new flooring profile, opening up new markets for
ComFlorand CFDL
18
STRIVE IN
ACTION
INTEGRATION OF SITES AND ACQUISITIONS
Sites reduced from 48 to 35, optimising product range and resources with further network
optimisation planned, whilst maintaining regional presence and services
20
OPERATIONAL & SUPPLY CHAIN EXCELLENCE: DISTRIBUTION
21
Warehousing brought in-house from November 2018
•Over 12,000 product lines transferred to ‘mother
centres’ from external warehouses
•Resulted in $2.2m of savings compared to FY18
•Evaluating supply chain for further efficiencies -
annualised benefits expected in FY20 onwards
Labour cost efficiencies and integration of acquisitions
•Integration of acquisitions to core business,
reducing duplication of sites and labour
•Inter-branch resources shared to improve
operational capacity
-
500
1,000
1,500
2,000
2,500
Jul
Aug
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
$K
YTD
DISTRIBUTION LABOUR COSTS SAVINGS
FY19 BenefitsFY18 Baseline (Relative)
-
1,000
2,000
3,000
4,000
Jul
Aug
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
$K
YTD
DISTRIBUTION WAREHOUSE COSTS
FY19 ActualFY18 Baseline
Savings
Achieved
Savings
Achieved
OPERATIONAL & SUPPLY CHAIN EXCELLENCE: INFRASTRUCTURE
Manufacturing efficiencies in reinforcing
•Introduction of management processes to drive
machine efficiencies
•FY19 direct labour costs/tonne reduced by 31%
compared to FY18
•Consolidation of manufacturing sites to improve
machine utilisation and reduce costs
Freight efficiencies
•Management & business process changes
introduced to improve freight recoveries in the
Rollformingbusiness
•88% improvement in benefits achieved relative to
the FY18 baseline
22
200
400
600
800
1,000
1,200
1,400
Jul
Aug
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
$K
YTD
INFRASTRUCTURE FREIGHT EFFICIENCIES
FY18 BaselineFY19 Actual
Benefits
Achieved
0%
50%
100%
150%
200%
JulAugSepOctNovDecJanFebMarAprMayJun
REINFORCING MANUFACTURING LABOUR COST
(% FY18 annual average cost)
FY18FY19
Savings
Achieved
STRATEGY
AND OUTLOOK
STRATEGIC PILLARS AND GOALS
STRATEGIC PILLARS
BUSINESS GOALS
DELIVER ON OUR CUSTOMER
SERVICE PROMISE –ON TIME,
EVERY TIME
FURTHER RESTRUCTURE OUR
BUSINESS MODEL TO REDUCE
SUPPLY CHAIN & BUSINESS
COMPLEXITY
IMPROVE BUSINESS PROCESS &
CONTROLS
SAFE AND HEALTHY WORK
ENVIRONMENT
QUALITY PROCESSES
QUALITY PRODUCTS
CONTINUAL IMPROVEMENT
PRODUCTS AND SERVICES TO
MEET CUSTOMERS’ NEEDS
LEVERAGE OUR TECHNICAL
EXPERTISE
DELIVERY ON TIME AND ON
SPEC
LEVERAGE OUR PROCUREMENT
AND SUPPLY CHAIN SCALE
EXCELLENT INVENTORY
MANAGEMENT
EMPLOY DATA ANALYTICS TO
BETTER SERVICE CUSTOMERS
DRIVE EFFICIENCIES
DEVELOP LEADERS
EVERYONE MATTERS
RECOGNISE PERSONAL AND
TEAM CONTRIBUTIONS
PROVIDE A REWARDING
WORKPLACE
OUR GOAL IS TO BE THE LEADER IN BUYING, SELLING, PROCESSING AND PLACING STEEL PRODUCTS IN NZ
24
ACHIEVING OUR GOALS
25
BUSINESS
GOALS
DELIVER ON OUR CUSTOMER
SERVICE PROMISE –ON TIME,
EVERY TIME
•Refinecustomer segmentation tobetter support our customers needs
•Improvesales effectiveness through solution bundling and identification of cross
category opportunities
•Continuebusiness-wide focus on delivering products in full, on time and in spec
FURTHER RESTRUCTURE
BUSINESS MODEL TO REDUCE
SUPPLY CHAIN AND BUSINESS
COMPLEXITY
•Continue SKU rationalisation, including repricing and removing products that don’t
meet required returns
•Realign supply chain capability to the business units to ensure decision making is
closest to the customer
•Optimise propertyfootprint and freight network to both deliver on our customer
service promise and minimise cost
•Finetune demand forecast and sales and operation planning processes to maximise
inventory availability
•Ensure products are handled efficiently and held for the minimum amount of time –
from mills, shipping, freight to warehouse, warehousing and freight to customer
IMPROVE BUSINESS PROCESS
AND CONTROLS
•Improve pricemanagement by incorporating analytics
•Increase product margin through point of sale controls and training , and ongoing
production efficiency initiatives
•Active weekly monitoring of gross margin performance by senior management
•Continue automation of financial processes
•Capture benefits from our IT investments
Construction
•Highly competitive market experiencing high demand,
but risk sharing and profitability an issue
•Residential consents remain healthy
•Weakening construction sentiment and ongoing price
pressures, key headwinds to monitor
Infrastructure
•Large infrastructure projects ongoing, opportunities in
energy, water and marine
•Infrastructure pipeline promising; $1.7b in capital
funding for hospitals over the next two years
Manufacturing
•Softening demand and confidence domestically
•Lower interest rates and labourmarket constraints likely
to incentiviseinvestment
Rural
•Stable outlook
•Changing dynamics with move from dairy conversion to
maintenance programmes and other opportunities
SECTOR DYNAMICS
Steel & Tube Market Segments
Based on sales data for FY19
26
Steel & Tube has identified a number of initiatives to
better respond to changing sector dynamics
OPPORTUNITIES AND CHALLENGES
Focus On Maximising Opportunities And Mitigating Challenges
Opportunities
•Steel remains a preferred building material
•Multi-unit dwellings are an increasing share in the
residential sector
•Increased central and local government funded
infrastructure, housing and development projects
•Increased intensity of steel in buildings including seismic
reinforcement
•Leveraging cross-selling of complimentary product
offerings
Challenges
•Ongoing competitive pressures
•Construction outlook more challenging impacting business
confidence
•Rising steel prices and input costs
27
FY20 OUTLOOK
Priority is margin improvement leading to profitable growth
•FY20 results will reflect market trends and competitive intensity
across majority of sectors in which S&T operates
•Focus on further cost efficiencies, reducing business complexity
and streamlining the supply chain
•Competitive advantage to be built through maximising cross-
selling opportunities, margin management and leveraging the AX
ERP system to support customers with digital solutions
•Product and asset footprint will continue to be improved. Plans
being reviewed for the three remaining owned properties –
anticipated that two are surplus to requirements
•Additional benefits to be gained from Strive programme.Costs
associated with Strive initiatives will be realised in the first half
results, however, will benefit the full year results.
28
28
QUESTIONS
CAPITAL MANAGEMENT
Annual Capital Structure Targets
•Gearing Ratio (Net debt to net debt + equity)
within target range of < 30% -35%
•Net debt to EBITDA to be < 2.0 times
1)FY16 dividend reflects gain on sale of Bowden Road
2)Adjusted for the impact of the capital raise concluded in September 2018
CapitalMetricsFY18FY19
Gearing Ratio
37.7%5.6%
Net Debt: EBITDA4.60.6
Dividend Policy
Dividend payoutratio target of between 60% and 80%
of ‘normalised’ net earnings adjusted for any material
non-trading items and subject to relevant factors at
the time including working capital and opportunities
for growth
FY19 Final dividend of 1.5 cents per share to be paid
on 27 September 2019
Cents per
Share
FinalTotal
ActualAdj
2
ActualAdj
2
FY1510.05.519.010.4
FY1613.5
1
7.422.512.3
FY177.03.816.08.7
FY180.00.07.03.8
FY191.51.55.05.0
30
FY19 HALF YEAR PERFORMANCE
•2H19 Normalised
1
revenue was $17.3m lower
than 1H19 Normalised
1
revenue of $257.2m
•2H19 Normalised
1
EBIT of $6.3m was $3.4m
lower than 1H19 Normalised EBIT of $9.7m
•Margin shortfall due to significant industry
contraction to higher value segments
combined with changes in product mix
•NZ IFRS 9 impact was flat across the year but
half-on-half volatility impacted comparability
and construction sector stresses also affected
2H19 debtor provisioning
13.4
9.7
(0.3)
6.3
(5)
0
5
10
15
20
1H181H192H182H19
$M
NORMALISED
1
EBIT 1H:2H
249.3
257.2
224.2
239.9
200
220
240
260
1H181H192H182H19
$M
NORMALISED
1
REVENUE 1H:2H
31
1) See Slide 32 and 33 for definitions of financial terms and reconciliation of normalisedresults
NON-GAAP FINANCIAL INFORMATION
Non-GAAP financial information: Steel & Tube uses several non-GAAP
measures when discussing financial performance. These include
NormalisedEBIT and Working Capital. Management believes that these
measures provide useful information on the underlying performance of
Steel & Tube’s business. They may be used internally to evaluate
performance, analysetrends and allocate resources. Non-GAAP financial
measures should not be viewed in isolation nor considered as a substitute
for measures reported in accordance with NZ IFRS.
Non-trading adjustments/Unusual transactions: The financial results for
FY18 included a number of unusual transactions, considered to be non-
trading in either their nature or size. These transactions were excluded
from normalisedearnings. The following reconciliation is intended to assist
readers understand how the earnings reported in the Financial Statements
for the year ended 30 June 2019 and 30 June 2018 reconcile to normalised
earnings. Non-trading adjustments of $0.8 million and $(49.3) million were
included in the FY19 and FY18 results respectively. Steel & Tube’s
unaudited reconciliation of non-GAAP measures to GAAP measures for the
financial year ended 30 June 2019 is detailed in the following table.
*FY18 Inventory write-downs and write-offs have been reduced by approximately $3.9m following further information becoming available during FY19,
which identified that $3.9m of the FY18 write-off related to that year’s production process. Further detail is contained in Steel & Tube’s updated trading
guidance for FY19 as notified to the NZX on 20 May 2019.
RECONCILIATION OF GAAP TO NON GAAP MEASURESJuneJune
Year ended 30 June 201920192018
$000$000
GAAP: Earnings/(Loss) before interest and tax (EBIT)16,795(36,187)
Add back unusual transactions (non-trading adjustments):
Inventory write-downs and write-offs *-20,056
Costs of exit from S & T Plastics-10,849
Impairment of Intangible assets (Note C2)-12,127
Business rationalisation (Note E2)-2,727
Organisational restructuring (Note E2)-3,317
Other unusual costs-762
S & T Plastics EBIT (no longer contributing to trading EBIT)(773)(558)
Normalised EBIT -Non -GAAP16,02213,093
32
GLOSSARY OF TERMS
EBIT: This means Earnings/ (Loss) before the deduction of interest and tax and is calculated as profit for the year before net interest
costs and tax. FY18 EBIT was impacted by a number of non-trading adjustments totalling$(49.3) million, details of which are included in
S&T’s Annual Report. Management have also excluded non-trading gains from the disposal of S&T Plastics assets in FY19.
Non-trading adjustments include:
•FY18 Business rationalisation: Includes business change costs incurred to rationalise Steel & Tube’s property footprint including
onerous leases, rationalisation and re-organisation of manufacturing operations and delivery logistics operations, and costs
incurred in reviewing and streamlining operations.
•FY18 Organisational restructuring: Includes the costs incurred to improve capabilities, remove duplication and inefficiencies and
capture synergies from acquisitions.
•FY18 Other Unusual Costs: Include significant doubtful debt and contract disputes provisions, offset by a net gain on sale of
properties and settlement of acquisition earn out payments.
•FY18 and FY19 S&T Plastics: S&T announced it was exiting its Plastics business in May 2018 and wrote-down the value of assets.
The financial results of this business has been excluded from FY18 and FY19, which has also excluded a small gain realisedfrom
disposal of assets.
Normalised EBIT: This means EBIT after normalisationadjustments.
NormalisedNet Profit after Tax (NPAT): This means NPAT after normalisationadjustments net of tax.
Working Capital:This means the net position after current liabilities are deducted from current assets. The major individual components
of working capital for the Group are Inventories, Trade and other receivables and Trade and other payables. How the Group manages
these has an impact on operating cash flow and borrowings.
33
This presentation has been prepared by Steel & Tube Limited (“STU”).The information in this presentation is of a general nature only. It is not
a complete description of STU.
This presentation is not a recommendation or offer of financial products for subscription, purchase or sale, or an invitationorsolicitation for
such offers.
This presentation is not intended as investment, financial or other advice and must not be relied on by any prospective investor.It does not
take into account any particular prospective investor’s objectives, financial situation, circumstances or needs, and does notpurport to contain
all the information that a prospective investor may require. Any person who is considering an investment in STU securities should obtain
independent professional advice prior to making an investment decision, and should make any investment decision having regardtothat
person’s own objectives, financial situation, circumstances and needs.
Past performance information contained in this presentation should not be relied upon (and is not) an indication of future performance.This
presentation may also contain forward looking statements with respect to the financial condition, results of operations and business, and
business strategy of STU. Information about the future, by its nature, involves inherent risks and uncertainties. Accordingly, nothing in this
presentation is a promise or representation as to the future or a promise or representation that an transaction or outcome referred to in this
presentation will proceed or occur on the basis described in this presentation. Statements or assumptions in this presentation as to future
matters may prove to be incorrect.
A number of financial measures are used in this presentation and should not be considered in isolation from, or as a substitutefor, the
information provided in STU’s financial statements available at www.steelandtube.co.nz.
STU and its related companies and their respective directors, employees and representatives make no representation or warranty of any
nature (including as to accuracy or completeness) in respect of this presentation and will have no liability (including for negligence) for any
errors in or omissions from, or for any loss (whether foreseeable or not) arising in connection with the use of or reliance on, information in this
presentation.
DISCLAIMER
34
---
Template
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at 8 May 2019
Results for announcement to the market
Name of issuer Steel & Tube Holdings Limited
Reporting Period 12 months to 30 June 2019
Previous Reporting Period 12 months to 30 June 2018
Currency NZD
FY19 Amount
(000s)
FY18 Amount
(000s)
Percentage
change
Revenue from continuing
operations
$497,063 $473,490 5.0%
Total Revenue $498,110 $495,806 0.5%
GAAP Net profit/(loss) after
tax attributable to security
holders
$10,415 ($32,050)
Add Back: Unusual
Transactions/Non-Trading
Adjustments
($772) $49,280
Tax Impact of the Above $216 ($11,553)
Normalised Net profit/(loss)
after tax attributable to
security holders (non-GAAP)
$9,859 $5,677 73.7%
GAAP: Earnings/(Loss)
before interest and tax (EBIT)
$16,795 ($36,187)
Add Back Unusual
Transactions/Non Trading
Adjustments
($772) $49,280
Normalised EBIT comparable
to May 2019 Earnings
Guidance (non-GAAP)
$16,022 $13,093 22.3%
Net profit/(loss) attributable
to security holders
$10,415 ($32,050)
Final Dividend
Amount per Quoted Equity
Security
$0.01500000
Supplementary dividend per
Quoted Equity Security
$0.00264706
Imputed amount per Quoted
Equity Security
$0.00583333
Record Date 13 September 2019
Dividend Payment Date 27 September 2019
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$1.19 $1.27
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Non-GAAP financial information
Steel & Tube uses several non-GAAP measures when
discussing financial performance. These include normalised
EBIT and normalised NPAT. Management believes that these
measures provide useful information on the underlying
performance of Steel & Tube’s business. They may be used
internally to evaluate performance, analyse trends and allocate
resources. Non-GAAP financial measures should not be viewed
in isolation nor considered as a substitute for measures reported
in accordance with NZ IFRS. Reconciliations of non-GAAP
measures to GAAP measures are detailed within this
announcement.
Steel & Tube reports it’s normalised EBIT as $16.0m for
FY2019. This is directly comparable to the earnings guidance
issued on 20 May 2019, which forecast normalised EBIT of
$15.5m to $17.5m. Further details on the unusual
transactions/non-trading adjustments are included in the investor
presentation and audited financial statements for the year ended
30 June 2019.
Definitions:
EBIT: This means earnings before interest and tax and is
calculated as profit for the period before net finance costs
and tax.
Normalised EBIT: This means EBIT after normalisation
adjustments.
Normalised Net Profit after Tax: This means Net Profit after
Tax after normalisation adjustments net of tax.
Normalisation adjustments: These are transactions that are
unusual by size or nature in a particular accounting period.
Excluding these transactions can assist users in forming a
view of the underlying performance of the Group. Unusual
transactions can be as a result of specific events or
circumstances or major acquisitions, disposals or
divestments that are not expected to occur frequently.
Authority for this announcement
Name of person
authorised
to make this announcement
Mark Malpass
Contact person for this
announcement
Mark Malpass
Contact phone number +64 27 777 0327
Contact email address mark.malpass@steelandtube.co.nz
Date of release through MAP
23 August 2019
Audited financial statements accompany this announcement.
---
Template
Distribution Notice
Updated as at 8 May 2019
Please note: all cash amounts in this form should be provided to 8 decimal places
Section 1: Issuer information
Name of issuer Steel & Tube Holdings Limited
Financial product name/description Ordinary Shares
NZX ticker code STU
ISIN (If unknown, check on NZX
website)
NZSUTE0001S5
Type of distribution
(Please mark with an X in the
relevant box/es)
Full Year X Quarterly
Half Year Special
DRP applies
Record date 13 September 2019
Ex-Date (one business day before
the Record Date)
12 September 2019
Payment date (and allotment date for
DRP)
27 September 2019
Total monies associated with the
distribution
1
$2,489,588
Source of distribution (for example,
retained earnings)
Retained Earnings
Currency NZD
Section 2: Distribution amounts per financial product
Gross distribution
2
$0.02083333
Total cash distribution
3
$0.01500000
Excluded amount (applicable to listed
PIEs)
NIL
Supplementary distribution amount $0.00264706
Section 3: Imputation credits and Resident Withholding Tax
4
Is the distribution imputed Fully imputed
Partial imputation
No imputation
If fully or partially imputed, please
state imputation rate as % applied
100%
Imputation tax credits per financial $0.00583333
1
Continuous issuers should indicate that this is based on the number of units on issue at the date of the form
2
“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of
Resident Withholding Tax (RWT).
3
“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.
This should include any excluded amounts, where applicable to listed PIEs.
4
The imputation credits plus the RWT amount is 33% of the gross distribution for the purposes of this form. If the distribution is fully
imputed the imputation credits will be 28% of the gross distribution with remaining 5% being RWT. This does not constitute advice
as to whether or not RWT needs to be withheld.
product
Resident Withholding Tax per
financial product
$0.00104167
Section 4: Distribution re-investment plan (if applicable)
DRP % discount (if any)
N/A
Start date and end date for
determining market price for DRP
N/A N/A
Date strike price to be announced (if
not available at this time)
N/A
Specify source of financial products
to be issued under DRP programme
(new issue or to be bought on
market)
N/A
DRP strike price per financial product
N/A
Last date to submit a participation
notice for this distribution in
accordance with DRP participation
terms
N/A
Section 5: Authority for this announcement
Name of person
authorised to make
this announcement
Greg Smith
Contact person for this
announcement
Greg Smith
Contact phone number (04) 570-5000
Contact email address Greg.Smith@steelandtube.co.nz
Date of release through MAP
23 August 2019
---
ANNUAL REPORT
STEEL & TUBE HOLDINGS LIMITED
STEEL & TUBE ANNUAL REPORT 2019
BUILDING
STRENGTH &
RESILIENCE
Steel & Tube is a proud New Zealand company and a leading
provider of steel solutions, from nuts and bolts through to
roofing, reinforcing and floor decking.
Every day, we are helping to build strength and resilience in
some of the most important infrastructure and construction
developments nationally, and across many sectors of the
economy.
We are building resilience in our own company too, as
we focus on creating a business that is fit for the future.
With decades of experience and an unrelenting focus
on superior customer service, quality and safety, we are
positioning Steel & Tube as the preferred choice for steel
customers across New Zealand.
STEEL IS EVERYWHERE – IN
OUR HOMES, WORK PLACES,
ON FARMS, ROADS, BRIDGES,
AND FACTORIES. EVERYWHERE
YOU LOOK, STEEL IS BEING
USED TO ADD STRENGTH AND
DURABILITY. IT IS ONE OF THE
MOST COMMON MATERIALS
USED AROUND THE WORLD,
CHOSEN FOR ITS VERSATILITY,
HIGH PERFORMANCE LEVELS
AND RELIABILITY.
01
ON BEHALF OF THE BOARD AND MANAGEMENT,
WE ARE PLEASED TO PRESENT TO YOU THE ANNUAL
REPORT FOR STEEL & TUBE HOLDINGS LIMITED FOR
THE FINANCIAL YEAR ENDED 30 JUNE 2019.
Mark Malpass
Chief Executive Officer
Susan Paterson
Chair
22 August 2019
02
STEEL & TUBE ANNUAL REPORT 2019
FY19 AT A GLANCE 04
CHAIR AND CEO’S REPORT 06
OUR STRATEGY AND FOCUS 13
COMMITTED TO SAFETY AND QUALITY 14
PUTTING THE CUSTOMER AT THE
HEART OF OUR BUSINESS 16
OPERATIONAL AND SUPPLY
CHAIN EXCELLENCE 18
SUPPORTING A WINNING TEAM 20
IN OUR COMMUNITIES 21
LEADERSHIP TEAM 22
BOARD 24
FY19 FINANCIAL MEASURES EXPLAINED 26
FIVE YEAR FINANCIAL PERFORMANCE 28
FINANCIAL STATEMENTS 30
INDEPENDENT AUDITOR'S REPORT 72
GOVERNANCE 77
DIRECTORY 92
CONTENTS
Franklin: The Centre
03
STRIVE BUSINESS TURNAROUND
programme contributed $10m in FY19,
with initiatives strengthening the
company and providing longer term value.
GROSS MARGIN PERFORMANCE
impacting on results, with Project Strive
benefits offset by market contraction
in some sectors and competitive price
pressures, particularly in 2H19.
STRONG FOCUS ON CUSTOMER
needs resulting in increased business
f rom existing and new customers.
DISCIPLINED COST MANAGEMENT
leading to reduction in normalised
operating costs with underlying
structural efficiencies more than
offsetting cost increases.
IMPROVED INVENTORY
MANAGEMENT and procurement and
pricing strategies expected to deliver
further benefit in FY20.
PRUDENT CAPITAL MANAGEMENT
and strong balance sheet with net
debt reduced to $15m, and our
gearing ratio down to 5.6%.
CONTINUING OPTIMISATION of
Steel & Tube’s national network, with
sites reduced f rom 48 in January
2018 to 35 at 30 June 2019.
STRENGTHENED LEADERSHIP TEAM
to support earnings drive and project
execution focus including digital ambition.
AX ERP SYSTEM enabling more
detailed data for better business analysis.
RESPONDED TO UNSOLICITED
INDICATIVE OFFER in September
2018 f rom Fletcher Building Limited
– Board considered the indicative
price undervalued Steel & Tube and
that it was not likely to be executable
due to regulatory hurdles.
FY19
AT A GLANCE
04
STEEL & TUBE ANNUAL REPORT 2019
1
See pages 26 and 27 for definitions of financial terms and reconciliation of normalised results
REPORTED ($M)FY19FY18
REVENUE
498.1495.8
EBIT
16.8(36.2)
NPAT
10.4(32.1)
NORMALISED
1
REVENUE
$497.1M
5% normalised revenue increase driven by
focus on delivering high levels of customer
service.
STRIVE BUSINESS
TURNAROUND PROGRAMME
$10.0M
CONTRIBUTION
Work is continuing with further benefits
expected in FY20.
NORMALISED
1
EBIT
$16.0M, UP 22%
Gross margin performance below
expectations, with Strive benefits
offset by market contraction and
competitive price pressures.
DISCIPLINED COST
MANAGEMENT
4% REDUCTION
in normalised operating costs due to
underlying structural efficiencies more
than offsetting cost increases.
NET DEBT
$15.0M
Net debt reduced significantly to $15m due to
capital raise, improved operating cashflows,
tighter working capital management and
prudent capital expenditure.
NORMALISED
1
NPAT
$9.9M,
UP 74%
TOTAL FY19
DIVIDENDS
5.0 CENTS
PER SHARE
FY20 OUTLOOK
Improved performance expected in
FY20. Focus on customer service, margin
improvement, further cost and supply chain
efficiencies and business simplification will
enable longer term earnings growth.
05
THE 2019 FINANCIAL YEAR DID NOT DELIVER
THE RESULT WE WERE SEEKING, HOWEVER
GOOD PROGRESS ON OUR BUSINESS TURN
AROUND PROGRAMME WAS ACHIEVED.
WE DELIVERED ON COMMITMENTS SUCH
AS REVENUE GROWTH, OPERATING COST
EFFICIENCIES AND IMPROVED WORKING
CAPITAL MANAGEMENT. WHILE THERE
IS MORE TO BE DONE, OUR COMPANY
IS NOW STRONGER, MORE EFFICIENT
AND DELIVERING A MORE ATTRACTIVE
CUSTOMER PROPOSITION.
W
e went into the FY19 year with a
continued focus on strengthening
our underlying business units,
through our Project Strive
initiatives. These were targeted at four areas –
safety and quality, our customers, operational
and supply chain excellence and our people. The
goals were to make our business more efficient,
improve the customer service and lift our financial
performance, while continuing to deliver a
rewarding and safe workplace for our people.
We have made good progress, with Project
Strive delivering $10m in benefits and savings.
Revenues increased on the back of a stronger
focus on customer needs and structural long term
efficiencies in operating costs were delivered.
Improved inventory management, working capital
disciplines, procurement and pricing strategies
have also been achieved.
As expected, the benefits from Project Strive
continued to flow through in the second half
of the year. However, at the same time, we
also saw a change in market conditions with a
softening in business confidence, contraction
in some high value categories and increased
competitive pricing pressure which impacted
on gross margins. The positive revenue gains
and cost efficiencies we were achieving were
not enough to offset market contraction and
price pressures, and as a result, our FY19 financial
performance was below our expectations.
The tighter market conditions and competitive
landscape are expected to prevail in FY20.
While the work we have already done has
better positioned us for this more challenging
environment, we are adapting further to ensure
our business model is fit for purpose.
Further changes are being undertaken to reduce
business and supply chain complexity and we are
continuing to identify ways to improve business
processes and controls. Our pursuit of customer
excellence will help to ensure we remain a relevant
and attractive option for customers.
Steel & Tube has a number of strengths, including
our national network providing a regional and
metropolitan presence, a broad product range,
technical capability, operational integrity and high
standards of safety and quality.
The underlying value inherent in our business
was reflected in last year’s non-binding indicative
offer (NBIO) to buy the company. While the Board
considered the offer did not reflect full value
and had advice that regulatory hurdles would be
unlikely to be overcome, we had moved to secure
an independent valuation, before the NBIO was
then withdrawn.
We are very focused on building a business that
is fit for the future and, while this is taking longer
than originally anticipated, we remain confident
in our long-term prospects as a leader in the steel
industry in New Zealand.
CHAIR AND
CEO’S REPORT
06
STEEL & TUBE ANNUAL REPORT 2019
BUILDING A STRONGER BUSINESS
Following a company-wide review in FY18, we
commenced a restructure of our organisation to
capture synergies from the business acquisitions
in prior years and improve capabilities and
efficiencies. We continued this work in FY19,
with further gains being made.
The organisational restructuring has seen our
property footprint streamlined, with businesses
co-located onto the same sites and improved
utilisation of existing capacity. Our network
has reduced from 48 sites in January 2018 to
35 sites at the end of June 2019, with further
network optimisation underway. This is providing
operational and supply chain efficiencies as
well as improving our ability to offer a more
comprehensive customer service while
maintaining regional services and presence.
In addition, the exit from the Plastics business
was completed during the financial year.
Within our organisation, the AX ERP system is
providing more detailed data for better business
analysis. This is allowing us to be more flexible
and adapt to changing dynamics around pricing,
procurement and inventory, as well as measure
and monitor key metrics. We are also using this
information to develop further customer focused
solutions.
Improved service levels and delivery performance
across the business has benefited sales, with a
number of large projects being won on the back
of a growing reputation for quality, customer
service, delivery and operational performance.
Particular highlights include supplying the
Westfield Newmarket project, the New Zealand
International Convention Centre, Commercial Bay,
the Puhoi to Warkworth and Transmission Gully
motorway projects, and the Auckland City Rail
Link development.
Product ranges have been reviewed with the
customer in mind and new, desirable products
have been added, such as the new SR flooring
platform for ComFlor which is proving very
popular.
We have established more efficient and cost-
effective freight and supply chain logistics. As well
as the integration and consolidation of existing
facilities, we have exited third party warehousing
arrangements and rationalised and retendered
freight runs.
The manufacturing excellence programmes in
Reinforcing are delivering increasing machine
efficiency and productivity, and reducing overtime
in many locations. We have also invested in our
own reinforcing and composite floor decking site
installation capability to provide our customers
with a service offering that is safe, high quality,
reliable and customer service focused.
Quality systems have been further enhanced
including achievement of ISO 9001:2015
certification and commencement of independent
audits across our international steel mill suppliers
by Lloyd’s Register.
Safety remains a priority and investment has been
made into machine guarding and training across
our manufacturing sites. Of note, the Employee
Total Recordable Injury Frequency Rate (TRIFR) fell
to 1.5, significantly below industry benchmarks.
A new operating structure has been established
including a strengthened leadership team
to support our focus on earnings and project
execution, including our digital ambitions.
We have finished the FY19 year with a
stronger and more efficient business. While
further work is still to be done to adapt to
the more challenging market conditions, the
initiatives being undertaken are expected
to deliver an improvement in both our
Distribution and Infrastructure divisions
and position us well for the future.
07
FY19 FINANCIAL PERFORMANCE
Revenues were $498.1m, earnings before interest
and tax (EBIT) were $16.8m and net profit after tax
(NPAT) was $10.4m.
On a normalised basis (excluding Plastics and FY18
non-trading adjustments), EBIT improved 22% to
$16.0m and NPAT increased 74% to $9.9m.
The Project Strive turnaround programme
delivered a $10m benefit in FY19, contributing
to a 5% improvement in revenues and a 4%
reduction in operating costs (on a normalised
basis). Good progress was also made improving
safety performance and quality systems.
The 5% normalised revenue gain was a result
of new business being won on a combination
of improved customer service, delivery and
operational performance.
Operating costs were down 4% year on year on
a normalised basis, with significant structural
efficiencies achieved and more being targeted.
Key drivers included benefits from network
optimisation, labour and other cost efficiencies.
Some short term cost impacts were absorbed
from Strive initiatives which will deliver long term
benefits and value.
Gross margin performance was below
expectations with revenue gains and
cost efficiencies not enough to offset
the impact of market contraction and
competitive price pressures.
Price competition was significant throughout
the second half of FY19, business confidence has
softened and some higher value sectors have
contracted (stainless market particularly).
The impact has mainly been seen in the
Distribution businesses.
A disciplined approach to managing working
capital resulted in improved inventory availability
across the business whilst reducing inventory
holdings, and improving debt collection rates
led to a reduction in overdue debt balances and
improved cash flow.
Prudent capital expenditure of $7.2m was slightly
below depreciation & amortisation and focused on
productivity improvements.
The company significantly improved cash flow
generation with net operating cash flow of $21.3m.
Net debt reduced to $15.0m due to a combination
of the capital raise, improved operating cash flows,
tighter working capital management and prudent
capital expenditure. The company has a strong
balance sheet providing the financial strength to
execute strategies and manage business trading
cycles.
While Directors are cognisant of the work still
to be done, the Board remains confident in the
company’s strategic progress and declared a
final FY19 dividend of 1.5 cps, taking total FY19
dividends to 5.0 cps.
08
STEEL & TUBE ANNUAL REPORT 2019
STRIVE IN ACTION
2,500
2,000
1,500
1,000
500
DISTRIBUTION DIVISION LABOUR COSTS SAVINGS
FY18 Basellne
(Relative)
FY19 Benefits
Jul 18
Aug 18
Sep 18
Oct 18
Nov 18
Dec 18
Jan 19
Feb 19
Mar 19
Apr 19
May 19
Jun 19
YTD
$K
4,000
3,000
2,000
1,000
DISTRIBUTION DIVISION WAREHOUSE COSTS
FY18 Baseline
Savings
Achieved
Savings
Achieved
Benefits
Achieved
FY19 Actual
Jul 18
Aug 18
Sep 18
Oct 18
Nov 18
Dec 18
Jan 19
Feb 19
Mar 19
Apr 19
May 19
Jun 19
YTD
$K
INFRASTRUCTURE DIVISION FREIGHT EFFICIENCIES
FY18 Baseline
FY19 Actual
Jul 18
Aug 18
Sep 18
Oct 18
Nov 18
Dec 18
Jan 19
Feb 19
Mar 19
Apr 19
May 19
Jun 19
YTD
1,600
1,400
1.200
1,000
800
600
400
200
$K
09
INFRASTRUCTURE
Products are processed by Steel & Tube
before sale and are typically sold on
a contract or project basis, including
onsite installation.
DISTRIBUTION
Products are sourced from
preferred steel mills and distributed
through Steel & Tube’s national
network of branches.
PURLINS
CFDL
COIL PROCESSING
REINFORCING
ROOFING
CHAIN & RIGGING
STAINLESS STEEL
PIPING SYSTEMS
FASTENINGS
STEEL
RURAL PRODUCTS
COMFLOR®
ROLL-FORMING
REO/CFDL
OUR BUSINESS DIVISIONS
10
STEEL & TUBE ANNUAL REPORT 2019
FY19 DIVISION PERFORMANCE
DISTRIBUTION
The Distribution division is a lower margin, high
volume business and was the hardest hit by the
changing market conditions and competitive
pressure, with stainless steels, in particular,
suffering from a significant market contraction.
FY19 revenue of $287.7m was in line with last year,
while normalised EBIT improved slightly from
$2.6m
1
to $2.9m, reflecting a changing product
mix and the adverse impact on gross margins.
Volumes increased driven by improving product
availability, deliveries and sales team focus, and
despite aggressive price pressures from several
key competitors.
Overall costs reduced significantly with the exit
from third party warehousing, site integrations
and optimisation of staffing levels. A focus on
cash also resulted in improved debtor days and
total inventory levels. Attention to sales force
excellence saw a number of new key customer
account wins, and investment was made into the
Chain & Rigging business, including the addition
of four new mobile vans.
The focus for FY20 is on further streamlining and
simplifying business operations whilst embedding
an improved service model and better leveraging
cross selling opportunities that ensure customer
needs are met.
INFRASTRUCTURE
The Infrastructure division reported pleasing
improvements in revenue and EBIT, to $209.4m
and $11.9m respectively. Revenue growth and
EBIT improvement were driven by strong sales
in rollforming and metal floor decking products,
project tender success and machine efficiency
gains in reinforcing.
Although margins were under pressure, freight
savings and improved labour productivity helped
drive the improved results. Revenues benefited
from building a strong and growing reputation for
delivery and investments such as the introduction
of a new composite floor decking profile.
The focus for FY20 is on continuing to drive
manufacturing efficiencies, growing new product
offerings and leveraging our strong quality and
safety performance to demonstrate the value
customers get when buying from us.
DistributionInfrastructure
FY19 REVENUE
$209.4m
$287.7m
FY19 EBIT
$2.9m
$11.9m
1
FY18 normalised EBIT has been adjusted to be consistent with the divisional allocation of costs in FY19.
11
STRATEGY, GOALS AND OUTLOOK
Our four pillars remain the foundation of our
strategy. These are the areas which we believe
are essential to creating a great business – safety
& quality, operational & supply chain excellence,
a strong customer focus, and our people.
Improving margin performance and delivering
profitable growth are the priorities for
management this year. We have identified three
key goals which are of primary importance and
have a range of initiatives planned for each.
Project Strive initiatives will continue to focus on
additional cost efficiencies by reducing business
complexity and streamlining the supply chain.
Competitive advantage is expected to be built
through maximising cross-selling opportunities,
continued focus on margin improvement and
leveraging the AX ERP system to support
customers with digital solutions. Benefits will
include improved product availability, service
and delivery times for customers, and lower
inventory and logistics costs for the business.
The product and asset footprint will continue to be
improved and we are reviewing options for the sale
of remaining owned properties which are surplus
to requirements. Costs associated with Strive
initiatives will be realised in the first half results,
however, will benefit the full year results.
Steel & Tube remains an important part of New
Zealand’s economy, providing customers with
choice and access to specialised products and
technical knowledge. We remain absolutely
focused on improving the return on investment
and delivering value to our shareholders.
We expect to see a continuing improvement of
performance in FY20, as we focus on delivering
a stronger, sustainable, long term future for our
business.
The Annual Shareholders’ Meeting will be held in
Christchurch on 25 September 2019. We would
like to extend our thanks to Rosemary Warnock,
who has notified her intention to retire from the
Board at the Meeting. Rosemary has been a valued
member of the Board and has provided excellent
guidance through her role as Chair of the Health,
Safety and Environment Committee. Steel & Tube’s
health and safety performance has improved
significantly under her stewardship. As announced
on 15 August 2019, John Beveridge has been
appointed as an independent director and will
stand for election at the Meeting.
We look forward to welcoming shareholders and
updating you on our progress at that time.
Mark Malpass
Chief Executive Officer
Susan Paterson
Chair
12
STEEL & TUBE ANNUAL REPORT 2019
OUR GOAL IS TO BE THE LEADER IN BUYING, SELLING,
PROCESSING AND PLACING STEEL PRODUCTS IN NZ
BUSINESS GOALS
STRATEGIC PILLARS
PRODUCTS AND
SERVICES TO MEET
CUSTOMER NEEDS
LEVERAGE OUR
TECHNICAL EXPERTISE
DELIVERY ON
TIME AND ON SPEC
DEVELOP LEADERS
EVERYONE MATTERS
RECOGNISE PERSONAL
AND TEAM
CONTRIBUTIONS
PROVIDE A REWARDING
WORKPLACE
SAFE AND HEALTHY
WORK ENVIRONMENT
QUALITY PROCESSES
QUALITY PRODUCTS
CONTINUAL
IMPROVEMENT
LEVERAGE OUR
PROCUREMENT AND
SUPPLY CHAIN SCALE
EXCELLENT INVENTORY
MANAGEMENT
EMPLOY DATA ANALYTICS
TO BETTER SERVICE OUR
CUSTOMERS
DRIVE EFFICIENCIES
DELIVER ON OUR
CUSTOMER SERVICE
PROMISE - ON TIME
EVERY TIME
Refine customer segmentation to better support our
customers needs
Improve sales effectiveness through solution
bundling and identification of cross category
opportunities
Continue business-wide focus on delivering products
in full, on time and in spec
FURTHER
RESTRUCTURE OUR
BUSINESS MODEL
TO REDUCE SUPPLY
CHAIN AND BUSINESS
COMPLEXITY
Continue SKU rationalisation, including repricing and
removing products that don’t meet required returns
Realign supply chain capability to the business units to
ensure decision making is closest to the customer
Optimise property footprint and freight network to both
deliver on our customer service promise and minimise
cost
Fine tune demand forecast and sales and operation
planning processes to maximise inventory availability
Ensure products are handled efficiently and held for the
minimum amount of time – from mills, shipping, freight
to warehouse, warehousing and freight to customer
IMPROVE BUSINESS
PROCESS AND
CONTROLS
Improve price management by incorporating analytics
Increase product margin through point of sale controls and
training, and ongoing production efficiency initiatives
Active weekly monitoring of gross margin performance by
senior management
Continue automation of financial processes
Capture benefits from our IT investments
13
ISO 9001 CERTIFICATION
We know quality products and practices are
critical for our customers. Having ISO 9001
certification demonstrates our commitment
to meeting our customer and stakeholders’
needs and expectations through quality and
continual improvement.
The updated 2015 standard is the best
practice quality management framework.
Steel & Tube has achieved ISO 9001
certification for the majority of its businesses,
with the remainder planned in the FY20 year.
INDEPENDENT SUPPLIER
AUDITING
As part of our strategy to place quality at the
fore and introduce ground breaking initiatives
that will set the benchmark for our quality
systems, Lloyd’s Register has been contracted
to perform assessments of Steel & Tube’s
key international and domestic suppliers.
Assessments commenced in October 2018
and these provide assurance that steel supply
mills meet local requirements and gives
our customers further independent quality
assurance of the products we supply.
INVESTMENT IN SAFE
WORKPLACES
People are at the centre of our organisation
and we consider health and safety to be of
fundamental importance. Our key deliverable
is to ensure that all Steel & Tube employees
perform their shift in a safe and efficient
manner and return home safely to their
families at the end of the day. Ensuring a
safe working environment is key to this.
A national machinery safeguarding assessment
and optimisation programme has recently
been completed, using AS/NZS 4024 as a
benchmark for compliance along with relevant
machine specific standards and WorkSafe
best practice guidelines. This has seen a
significant investment of a further $1.3m in
machinery guarding during the financial year.
EMPLOYEE TOTAL RECORDABLE INJURY
FREQUENCY RATE (TRIFR)
Continued safety focus and discipline has
contributed to a recordable injury frequency
rate well below industry average.
COMMITMENT TO
SAFETY & QUALITY
15
12
10
8
6
4
2
0
FY15
FY16
FY17
FY18
FY19
9.9
14.1
6.95.5
1.5
14
STEEL & TUBE ANNUAL REPORT 2019
15
INNOVATIVE THINKING
Putting the customer at the heart of
our business means putting ourselves
in our customers’ shoes and continually
looking for ways in which we can add
further value. The launch of the Building
Information Modelling specifications
portal – BIM-spec – is a case in point.
There continues to be the need for good
quality manufacturers BIM objects,
for use by designers and specifiers,
in the development and creation of
information-rich Building Information
Models. Within the industry at present,
there are few manufacturers who
have delved into the development of
BIM content for use by designers.
Steel & Tube has been quick to adapt to the
world of BIM content, developing our suite
of objects in collaboration with designers
and specifiers, ensuring what was being
developed would meet the varied needs
across the industry. The content is hosted
within an accessible platform on Steel &
Tube’s recently refreshed website, providing
technical users with access to a large library
of 2D and 3D content and building models
across a wide range of our products.
This is an outstanding advancement and
allows us to support architects at the
leading edge of design, as well as our more
traditional clients. Feedback from the
architectural community is that Steel & Tube
is a market leader in Building Information
Modelling.
WINNING NEW BUSINESS
We have a number of strengths, including
our national network, a broad product range,
technical capability, and high standards of
safety and quality. As experts in our field,
we pride ourselves on being able to offer
customers with a consistent end to end
experience, advising, sourcing and supplying
them with their steel requirements.
Our specialist technical knowledge and
growing reputation for being able to meet
the specifications and timing of crucial
jobs are key advantages in winning new
business.
Steel & Tube was recently selected to work
on the City Rail Link project, providing and
installing epoxy-coated reinforcing bars to
provide electrical isolation between sections
of the tunnel.
The City Rail Link project is the largest
single transport infrastructure project in
New Zealand’s history. Currently underway
is stage 1, which encompasses the stretch
of tunnel between Britomart and Queen St
station, with 16 tunnel sections.
Throughout the course of this project,
Steel & Tube will supply 1,500 tonnes of
reinforcing, with a team of up to 43 people
working on the job including a specialised
CAD draughtsman, two construction
managers and 30 to 40 steel fixers.
PUTTING THE
CUSTOMER AT
THE HEART OF
OUR BUSINESS
16
STEEL & TUBE ANNUAL REPORT 2019
17
BETTER BUSINESS
A number of big supply chain projects were undertaken during the year
including the move from an external warehousing supplier to managing it
in-house; the optimisation of freight logistics; and a focus on manufacturing
efficiencies in reinforcing. All of these initiatives are delivering customer and
business benefits, from improved product availability, service and delivery
times through to cost efficiencies and better inventory management.
IN-HOUSING THE WAREHOUSING FUNCTION
Warehouse costs have been reduced significantly, thanks to Steel & Tube’s
move away from an external warehouse supplier. We are now utilising
the capacity in our own assets and employees to warehouse stock in four
distribution centres on existing Steel & Tube sites. Over 12,000 product lines,
stored on 4,800 pallets were moved into the ‘mother centres’ over seven
months last year, with additional racking installed and temporary labour
bought in to receipt the large amount of product as it was transferred. The
move will allow product to be moved quickly to customers, on spec and on
time. Total cost savings in FY19 were $2.2m, with further gains expected in
future years now that the internal warehousing function has been established.
DRIVING EFFICIENCIES THROUGH FREIGHT
With more than 7,500 products delivered to customers every month, ranging
from boxes of nuts and bolts through to multi-tonne steel deliveries, freight is
a big part of our supply chain cost. Our requirements were put out to tender
in FY19, and a detailed review of freight runs and costs was undertaken. We
have now renegotiated contracts, resulting in significant savings, and are better
utilising freight runs, saving on costs and benefitting the environment with less
trucks on the road.
MANUFACTURING EFFICIENCIES IN REINFORCING
Every day we are measuring and better understanding our manufacturing
efficiency. During FY19, we introduced new management processes to help
drive further machine efficiencies. We also further consolidated manufacturing
sites to improve machine utilisation. These changes resulted in FY19 direct
labour costs/tonne reducing by 31% compared to FY18, improvements in our
performance and better engagement with our machine operators.
OPERATIONAL
AND SUPPLY
CHAIN
EXCELLENCE
18
STEEL & TUBE ANNUAL REPORT 2019
19
SUPPORTING A
WINNING TEAM
IMPROVING CONVERSATIONS ACROSS OUR COMPANY
Having a great culture and strong employee
engagement are essential to our success.
Following the recent employee engagement
survey, volunteers from across the business
banded together to identify opportunities
to improve the quality and frequency of
interactions between employees and their
managers.
The team developed MyChat - short fortnightly
check-ins between employees and their leaders.
Following a nationwide roadshow, we have now
adopted this initiative across the company.
As part of this, the team also developed a series
of interactive tools to help demonstrate an
effective conversation, including videos of role
plays (with the employees as actors).
Supporting this has been Courageous
Conversations training for leaders across the
organisation. These one-day workshops are
helping our leaders be effective and confident
holding conversations about challenging topics.
Together with the MyChat conversations, this
focus is driving an increase in the frequency
and quality of performance conversations and
feedback between employees and their leaders.
20
STEEL & TUBE ANNUAL REPORT 2019
Steel & Tube has long been a supporter of the First Foundation with
Scholarships awarded this year to two family members of Steel &
Tube employees. The Scholarships will help these academically
talented students achieve their potential through tertiary education
and prepare them to positively influence and benefit their
communities.
In a new community initiative, Steel & Tube is proud to be taking
a lead role in the Manukau Sector Workforce Engagement
Programme (SWEP). The programme aims to enable students from
low decile South Auckland schools gain 12 months’ work experience
at Steel & Tube and ongoing employment at the completion of the
programme.
We are working collaboratively with MBIE and other government
agencies to support construction skills development, with a member
of the SWEP Manukau Establishment Committee overseeing the
programme. The objectives are to build a pipeline of future talent
in each business area, make a contribution to supporting local
communities and invest in building construction skill.
Leaders from each of our business units are working with SWEP to
promote the construction industry and Steel & Tube to students.
The programme has recently been launched to schools and the
inaugural students will commence work experience in 2020.
Steel & Tube is also proud to be an inaugural sponsor of the Mates
in Construction programme, supporting the mental health and
wellbeing of the industry.
IN OUR
COMMUNITIES
21
LEADERSHIP TEAM
MARK MALPASS
Chief Executive Officer
MARC HAINEN
General Manager Distribution
DAVID MCGREGOR
General Manager Reinforcing & Wire
ANNA MORRIS
General Manager People & Culture
GREG SMITH
Chief Financial Officer
DARRYN ROSS
General Manager Roll-Forming
22
STEEL & TUBE ANNUAL REPORT 2019
CLAIRE RADLEY
General Manager Strategy
MIKE HENDRY
Chief Digital Officer
DAMIAN MILLER
General Manager Quality, Health, Safety
and Environment
FOR MANAGEMENT
PROFILES GO TO:
https://steelandtube.co.nz/corporate/
senior-management
23
SUSAN PATERSON
ONZM, CFINSTD, MBA (LDN), BPHARM
CHAIR AND INDEPENDENT DIRECTOR
Susan became a Director on 16 January 2017 and was
appointed Chair on 16 February 2017. A professional
Director since 1996, in 2015 Susan was appointed an
Officer of the Order of New Zealand (ONZM) for her
services to corporate governance. Having trained
and practiced as a pharmacist, Susan completed
her MBA at London Business School, then worked in
strategy and IT consulting and management roles
in New Zealand, Europe and USA. She worked in the
steel sector at Fletcher Challenge and was General
Manager of Wiremakers. Susan’s directorships
also include Sky Network TV, Goodman NZ, Arvida
Group, Theta Systems (Chair), Les Mills NZ, Electricity
Authority, the Reserve Bank and ERoad.
ANNE URLWIN
BCOM, FCA, CFINSTD, FNZIM, ACIS, MAICD
INDEPENDENT DIRECTOR
A chartered accountant, business consultant and
professional director, with more than 20 years’
directorship experience. She was appointed a
Director on 1 June 2013. She commenced her
professional career with KPMG before undertaking
senior management roles in the corporate sector
including in the IT and meat industries. Anne has
considerable governance experience as director,
chairman and deputy chairman with a range of
organisations in the private and publicly listed
sectors, as well as Crown and local government
and not-for-profit entities. Anne’s directorships also
include Chorus, Southern Response Earthquake
Services, One Path Life (NZ), Summerset Group
Holdings, City Rail Link and Tilt Renewables.
ROSEMARY WARNOCK
BA DIST, MAICD
INDEPENDENT DIRECTOR
Appointed a Director on 22 September 2010,
Rosemary has held senior leadership positions in the
BP Group including sales, marketing & distribution
in ANZ, global manufacturing and supply chain
based out of London and was Chief Executive Castrol
Asia Pacific based out of Singapore. Rosemary
is a founding partner of the Adelante Group, a
partnership that provides executive leadership
development services, and has governance
experience in both Australia and New Zealand.
Rosemary’s directorships also include The Adelante
Group and The Buttery.
STEVE REINDLER
BE MECH HONS, AMP, FIPENZ, CHFIOD
INDEPENDENT DIRECTOR
Appointed a Director on 1 October 2017, Steve
is an engineer with a background in large-scale
infrastructure and heavy industry. He was GM
Engineering at Auckland International Airport for 11
years, and prior employment included 22 years with
BHP-New Zealand Steel where he held various roles
including GM Engineering and Environment. Steve
was inaugural chairman of the Chartered Professional
Engineers Council, and President of the New Zealand
Institution of Professional Engineers in 2013. His
directorships include Z Energy, Broome International
Airport Group, WorkSafe NZ, Yachting New Zealand,
Waste Disposal Services Unincorp JV, Whitford
Community Charitable Trust, and chairman of D&H
Steel Construction and Clearwater Construction.
CHRIS ELLIS
BE, MS
INDEPENDENT DIRECTOR
Appointed a Director on 1 October 2017, Chris’
background spans the manufacturing, heavy
construction and engineering sectors. He is an
experienced, strategy-focused director with an
extensive career in the Australasian building industry.
He has held CEO roles with Brightwater Group and
at Fletcher Building where he was Chief Executive of
the Building Products Division. Chris’s directorships
also include HiWay Group, WorkSafe NZ, Horizon
Energy Group, and Steelpipe.
BOARD
24
STEEL & TUBE ANNUAL REPORT 2019
CHRIS ELLIS
ROSEMARY WARNOCK
ANNE URLWIN
SUSAN PATERSON
STEVE REINDLER
25
An overview of the financial results for the year
ended 30 June 2019 can be found in the Chair’s
and CEO’s commentary on pages 06 to 12 with
more detailed disclosure included in the Financial
Statements and accompanying notes on pages 30
to 71.
NON-TRADING ADJUSTMENTS /
UNUSUAL TRANSACTIONS:
The financial results for FY18 included a number
of unusual transactions, considered to be non-
trading in either their nature or size. These
transactions were excluded from normalised
earnings. The following reconciliation is intended
to assist readers to understand how the earnings
reported in the Financial Statements for the years
ended 30 June 2019 and 30 June 2018 reconcile to
normalised earnings. Non-trading adjustments of
$0.8 million and $(49.3) million were included in
the FY19 and FY18 results respectively.
NON-GAAP FINANCIAL INFORMATION:
Steel & Tube uses several non-GAAP measures
when discussing financial performance. These
include Normalised EBIT and Working Capital.
Management believes that these measures
provide useful information on the underlying
performance of Steel & Tube’s business. They
may be used internally to evaluate performance,
analyse trends and allocate resources. Non-
GAAP financial measures should not be viewed
in isolation nor considered as a substitute for
measures reported in accordance with NZ IFRS.
Steel & Tube’s unaudited reconciliation of non-
GAAP measures to GAAP measures for the
financial years ended 30 June 2019 and 30 June
2018 is detailed below.
* FY18 Inventory write-downs and write-offs have been reduced by approximately $3.9m following further information becoming available during FY19,
which identified that $3.9m of the FY18 write-off related to that year’s production process. Further detail is contained in Steel & Tube’s updated trading
guidance for FY19 as notified to the NZX on 20 May 2019.
RECONCILIATION OF GAAP TO NON GAAP MEASURES
Year ended 30 June 2019
June
2019
$000
June
2018
$000
GAAP: Earnings/(Loss) before interest and tax (EBIT)16,795(36,187)
Add back unusual transactions (non-trading adjustments):
Inventory write-downs and write-offs*-20,056
Costs of exit from S & T Plastics -10,849
Impairment of Intangible assets (Note C2)-12,127
Business Rationalisation (Note E2)-2,727
Organisational Restructuring (Note E2)-3,317
Other unusual costs-762
S & T Plastics EBIT (no longer contributing to trading EBIT)(773)(558)
Normalised EBIT – non-GAAP16,022 13,093
FY19 FINANCIAL
MEASURES EXPLAINED
26
STEEL & TUBE ANNUAL REPORT 2019
BUSINESS RATIONALISATION includes
business change costs incurred to rationalise Steel
& Tube’s property footprint including onerous
leases, rationalisation and re-organisation of
manufacturing operations and delivery logistics
operations, and costs incurred in reviewing and
streamlining operations. These costs are included
in Note E2 to the Financial Statements.
ORGANISATIONAL RESTRUCTURING
includes the costs incurred to improve capabilities,
remove duplication and inefficiencies and capture
synergies from acquisitions. These costs are
included in Note E2 to the Financial Statements.
OTHER UNUSUAL COSTS include significant
doubtful debt and contract disputes provisions.
EBIT: This means Earnings / (Loss) before the
deduction of interest and tax and is calculated as
profit for the year before net interest costs and
tax. FY18 EBIT was impacted by a number of non-
trading adjustments totalling $(49.3m) million, as
shown in the table above.
NORMALISED EBIT: This means EBIT after
Normalisation adjustments.
NORMALISATION ADJUSTMENTS: These
are transactions that are unusual by size or nature
in a particular accounting period. Excluding these
transactions can assist users in forming a view of
the underlying performance of the Group. Unusual
transactions can be as a result of specific events
or circumstances or major acquisitions, disposals
or divestments that are not expected to occur
frequently.
Steel & Tube reports its Normalised EBIT as $16.0
million for FY19. This is directly comparable to the
earnings guidance issued on 20 May 2019, which
forecast Normalised EBIT of between $15.5 million
to $17.5 million.
WORKING CAPITAL: This means the net
position after Current liabilities are deducted from
Current assets. The major individual components
of Working capital for the Group are Inventories,
Trade and other receivables and Trade and other
payables. How the Group manages these has an
impact on operating cash flow and borrowings.
27
2019 2018 2017 20162015
$000$000$000$000$000
Financial Performance
Sales498,110 495,806 511,400 515,947 501,795
EBITDA24,085 (28,127)3 9, 3 10 43,160 38,267
Depreciation and amortisation( 7, 2 9 0) (8,060)(7,681)(6, 3 5 4)(4,94 5)
EBIT16,795 (36,187)31,629 36,806 33,322
Net Interest expense(2,828) (4,6 3 1)(3,577)(3,638)(3,496)
Profit before tax1 3,967 (4 0,818)28,052 33,168 2 9, 8 26
Tax (expense) / benefit(3, 552) 8,768 (8,012)( 7, 3 4 2)(8, 3 79)
Profit after tax10,415 (32,050)20,040 25,826 21,447
Funds Employed
Equity2 5 3,901 17 2 , 612 2 12 ,13 0 18 0,245 167, 0 0 9
Non-current liabilities26,699 113, 8 26 14 0,9 8 8 100,296 75,0 07
280,600 286,438 3 5 3 ,118 28 0,541 242,016
Comprises:
Current assets213,827 228,887 243,290 221,539 204,895
Current liabilities
(4 5 , 5 6 3) (59,099)(59,609)(49,8 9 9)(45,785)
Working capital168,264 169,78 8 183,6 81 171,6 4 0 159,110
Non-current assets112,336 116 ,6 5 0 169,437 10 8 ,9 01 82,906
280,600 286,438 3 5 3 ,118 28 0,541 242,016
Statistics
Dividends per share (cents)
1
5.03.88.7 12.3 10.4
Basic Earnings per share (cents)
1
6.8 (20.9)13.1 16.8 14.0
Return on sales2.1% (6. 5%)3 .9 %5.0%4.3%
Return on equity4.1% (18.6%)9.4%14.3%12.8%
Working capital (times)4.7 3 .9 4.1 4.4 4.5
Net tangible assets per share$1.19 $1.27$1.60$1.47$1.59
Equity to total assets7 7. 8 % 50.0%51.4%54.5%58.0%
Gearing (debt to debt plus equity)5.6% 3 7. 7 %3 7. 4%34.7%28.8%
Net interest cover (times)5.9 ( 7. 8)8.8 10.1 9. 5
Ordinary shareholders8,310 8,163 8,404 8,506 8,299
Employees1,003 1,015 972 918 781
- Female214 203 193 193 154
- Male789 812 779 725 627
Directors & Officers
- Female6 4 4 3 4
- Male9 8 10 10 9
EBITDA - Earnings before interest, tax, depreciation and amortisation.
EBIT - Earnings before interest and tax.
1
For comparability the comparative “per share” figures for FY15 to FY18 have been adjusted to reflect the revised number of ordinary shares on
issue following the capital raise concluded in September 2018 (see Note D3).
FIVE YEAR FINANCIAL
PERFORMANCE
FINANCIAL
REVIEW
28
STEEL & TUBE ANNUAL REPORT 2019
FINANCIAL
REVIEW
CONTENTS
FINANCIAL STATEMENTS 2019 30
STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME 31
STATEMENT OF CHANGES IN EQUITY 32
BALANCE SHEET 33
STATEMENT OF CASH FLOWS 34
NOTES TO THE FINANCIAL STATEMENTS 35
SECTION A – PERFORMANCE 35
SECTION B – WORKING CAPITAL 40
SECTION C – FIXED CAPITAL 46
SECTION D – FUNDING 53
SECTION E – OTHER 57
INDEPENDENT AUDITOR'S REPORT 72
GENERAL INFORMATION 77
GOVERNANCE 77
REMUNERATION 84
DISCLOSURES 88
DIRECTORY 92
29
29
THE FINANCIAL REPORT FOR STEEL & TUBE INCLUDES
THESE SECTIONS:
Financial Statements
Performance
Working Capital
Fixed Capital
Funding
Other
SIGNIFICANT MATTERS IN THE FINANCIAL YEAR:
During the financial year ended 30 June 2019 the Group
was impacted by the following significant transactions:
- $80.9m capital raise completed in September 2018 (see
Note D3); and
- the successful refinancing of the Group’s banking
facilities in December 2018 (see Note D1).
Significant accounting policies which
are relevant to the understanding of
the financial statements are provided
throughout the report in boxes outlined in
red.
KEY POLICY
CRITICAL ACCOUNTING ESTIMATES AND
JUDGEMENTS
Preparation of these financial statements requires the
exercise of judgements that affect the application of
accounting policies, the reported amounts of assets and
liabilities, and income and expenses.
Estimates and judgements are continually evaluated,
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 about the future.
Actual results may differ from these estimates.
The estimates and assumptions that have
a significant risk of causing a material
adjustment to the carrying value of assets
and liabilities within the next financial year
are highlighted throughout the report in
boxes shaded in red.
KEY JUDGEMENT
GENERAL INFORMATION
Steel & Tube Holdings Limited (the Company or Steel &
Tube) is registered under the Companies Act 1993 and is a
FMC Reporting Entity under the Financial Markets Conduct
Act 2013. The Company is a limited liability company
incorporated and domiciled in New Zealand. The Group
comprises Steel & Tube Holdings Limited and its
subsidiaries.
The Group’s principal activities relate to the distribution
and processing of steel products, fastenings and metal
floor decking.
The registered office of the Company is Level 7, 25 Victoria
Street, Petone, Lower Hutt 5012, New Zealand.
These financial statements have been prepared:
– In accordance with New Zealand Generally Accepted
Accounting Practice (NZ GAAP), for which Steel & Tube
is a for-profit entity
– To comply with New Zealand Equivalents to
International Financial Reporting Standards (NZ IFRS)
and with International Financial Reporting Standards
(IFR S)
– In accordance with the requirements of Part 7 of the
Financial Markets Conduct Act 2013 and the NZX Main
Board Listing Rules (issued 1 January 2019)
– In New Zealand dollars (which is the Company’s and
subsidiaries’ functional currency and the Group’s
presentation currency) and rounded to the nearest
thousand dollars
– Under the historical cost convention, as modified by
the revaluation of certain assets as identified in specific
accounting policies.
FINANCIAL STATEMENTS 2019
30
STEEL & TUBE ANNUAL REPORT 2019
2019 2018
Notes$000 $000
Sales revenue
498,110495,806
Other operating income
972994
Cost of sales
A2(387,140)(398,399)
Operating expenses
A2
(95,599)(115 ,9 24)
Operating earnings / (loss) before impairment, other gains and financing costs
16,343( 1 7, 5 2 3)
Impairment of property, plant and equipment and intangibles
C 1/C 2-(20,100)
Other gains
4521,436
Earnings / (Loss) before interest and tax
16,795(36,187)
Interest income
10953
Interest expense
(2 ,9 3 7)(4,6 8 4)
Profit / (Loss) before tax
1 3,967(4 0,818)
Tax (expense) / credit
A4
(3, 552)8,768
Profit / (Loss) for the year attributable to owners of the Company
10,415(32,050)
Items that may subsequently be reclassified to profit or loss
Other comprehensive (loss) / income - hedging reserve
(1,045)2,136
Items that may not subsequently be reclassified to profit or loss
Other comprehensive (loss) / income - revaluation reserve
(940)960
Other comprehensive income - deferred tax on revaluation reserve
2631,9 2 2
Total comprehensive income / (loss)
8,693( 2 7, 0 3 2)
Basic earnings / (loss) per share (cents)
A16.8(3 3 .9)
Diluted earnings / (loss) per share (cents)
A16.8(3 3 .9)
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
The accompanying notes form part of these financial statements.
FINANCIAL
STATEMENTS
31
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
Share
capital
Retained
earnings
Hedging
reserve
Revaluation
reserve
Treasury
shares
Share-
based
payments
Total
equity
Notes$000 $000 $000 $000 $000 $000 $000
Balance at 1 July 20177 7, 8 0 4105,552( 1,19 3)32,805(3,431)5932 12 ,13 0
Comprehensive income
(Loss) after tax
-(32,050)----(32,050)
Other comprehensive (loss) / income
Hedging reserve (net of tax)--2 ,13 6---2 ,13 6
Deferred tax on asset sale---2 ,19 1--2 ,19 1
Asset revaluation (gross)960960
Deferred tax on asset revaluation
---(269)--(269)
Total comprehensive income
-(32,050)2 ,13 62,882--(27,032)
Transfer on sale of property-2 9,17 8-( 2 9,17 8)---
Transactions with owners
Dividends paidA1-(12,6 62)----(12,6 62)
Proceeds from partly paid sharesD341-----41
Employee share schemes-----(4 0 0)(4 0 0)
Issue / (purchase) of own shares - net
of transaction costs
D3----535-535
Balance at 30 June 20187 7, 8 4 59 0,0189436,509(2 ,896)19317 2 , 612
Balance at 1 July 20187 7, 8 4 590,0189436,509(2 ,896)193172,612
Impact of adoption of new accounting
standard (net of tax)
E10
-(617)----(617)
Restated total equity at the beginning
of the financial year
7 7, 8 4 589,4019436,509(2 ,896)19317 1,9 95
Comprehensive income
Profit after tax-10,415----10,415
Other comprehensive (loss) / income
Hedging reserve (net of tax)--(1,045)---(1,045)
Asset revaluation (gross)---(940)--(940)
Deferred tax on asset revaluation---263--263
Total comprehensive income-10,415(1,0 45)(677)--8,693
Transactions with owners
Dividends paidA1-(5,877)----(5,877)
Employee share schemes -203---63266
Issue of share capital (net of issue
cos t s)
D3
78,824-----78,824
Balance at 30 June 2019156,66994,142(102)5,832(2 , 896)256253,901
The accompanying notes form part of these financial statements.
32
STEEL & TUBE ANNUAL REPORT 2019
BALANCE SHEET
AS AT 30 JUNE 2019
2019 2018
Notes$000 $000
Current assets
Cash and cash equivalents
E69,0105,584
Trade and other receivables
B290,7349 9,18 1
Inventories
B111 3,96 2116,047
Income tax receivable
15,165
Derivative assets
E61201,271
Assets held for sale
C4
-1,639
213,827228,887
Non-current assets
Deferred tax assets
A43,3806,488
Property, plant and equipment
C152,03452,739
Intangibles
C2
56,9 2 25 7, 4 2 3
112,336116,650
Total assets326,163345,537
Current liabilities
Trade and other payables
B341,07949, 8 67
Provisions
E24,2219, 2 15
Derivative liabilities
E6
26317
45,56359,0 9 9
Non-current liabilities
Trade and other payables
B31,8352,108
Borrowings
D124,00010 9,9 3 5
Provisions
E2
8641,783
26,699113,826
Equity
Share capital
D3156,6697 7, 8 4 5
Retained earnings
94,14290,018
Other reserves3,0904,749
253,901172,612
Total equity and liabilities326,163345,537
These financial statements and the accompanying notes were authorised by the Board on 22 August 2019.
For the Board
Susan Paterson Anne Urlwin
Chair Director
The accompanying notes form part of these financial statements.
FINANCIAL
STATEMENTS
33
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
Group
2019 2018
Notes$000 $000
Cash flows from operating activities
Customer receipts505,5914 89,6 8 6
Interest receipts10953
Payments to suppliers and employees(4 8 6 , 5 76)(478 ,6 01)
Income tax refunds/(payments)5,614(5,620)
Interest payments(3,43 4)(4,195)
Net cash inflow from operating activities21,3041,323
Cash flows (to) / from investing activities
Property, plant and equipment disposal net proceeds2,26452,768
Property, plant and equipment and intangible asset purchases( 7,1 5 4)(18,964)
Net cash (outflow) / inflow from investing activities(4, 8 9 0)33,084
Cash flows to financing activities
Issue of share capital (net of issue costs)D378,824-
Proceeds from partly paid sharesD3-41
Repayment of borrowingsD2(8 5,9 3 5)(23,439)
Dividends paidA1(5,877)(12,662)
Net cash outflow from financing activities(12 ,98 8)(36,060)
Net increase / (decrease) in cash and cash equivalentsD23,426(9 3 3)
Cash and cash equivalents at the beginning of the year5,5846,517
Cash and cash equivalents at the end of the year9,0105,584
Represented by:
Cash and cash equivalents9,0105,584
Reconciliation of profit / (loss) after tax to net cash inflow from operating activities
Profit / (loss) after tax10,415(32,050)
Non-cash adjustments:
Depreciation and amortisation7, 2 9 08,060
Deferred tax expense4,002(9, 5 7 2)
Impairment of property, plant, equipment and intangibles-20,100
Other253(4 0 0)
Gain on items classified as investing activities:
Net gains on property, plant and equipment disposals(4 5 2)(1,43 6)
21,508(15,298)
Movements in working capital:
Income tax receivable5,165(4,947)
Inventories2,0852 7, 0 1 7
Trade and other receivables7, 5 9 0(5,692)
Trade and other payables(15,04 4)243
Net cash inflow from operating activities21,3041,323
The accompanying notes form part of these financial statements.
34
STEEL & TUBE ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
This section focuses on the Group’s financial performance and returns provided to Shareholders.
A1: DIVIDENDS AND EARNINGS PER SHARE
On 22 August 2019 the Board declared a fully imputed final dividend of 1.5 cents per share (2018: Nil) or $2.49m
(2018: Nil) and a supplementary dividend to non-resident shareholders of 0.26 cents per share.
Final Dividend Paid: 2018: Nil cents per share (2017: 7.0 cents)
Interim Dividend Paid: 2019: 3.5 cents per share (2018: 7.0 cents)
25,000
20,000
15,000
10,000
5,000
0
201720182019
Dividends Paid ($000s)
Dividends Paid
Dividends paid are fully imputed. The Group is entitled to a tax credit for supplementary dividends paid to overseas
shareholders of $0.10m (2018: $0.25m).
Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted
average number of fully paid shares less treasury shares.
Diluted earnings per share includes partly paid shares (see Note D3) and represents the Group’s earnings per share
if unvested share options were exercised. The weighted average number of shares is adjusted by the number of
outstanding rights to executive shares that are deemed to vest at their future vesting dates.
Earnings / (Loss) per share (EPS)
2019 2018
$000 $000
Profit / (Loss) after tax
10,415(32,050)
Weighted average number of shares for basic EPS
153,17694,595
Weighted average number of shares for diluted EPS
153,17694,595
Basic earnings / (loss) per share (cents)
6.8(3 3 .9)
Diluted earnings / (loss) per share (cents)
6.8(3 3 .9)
SECTION A - PERFORMANCE
NOTES – SECTION A
PERFORMANCE
35
A2: EXPENSES
2019 2018*
Included in operating activities:
Notes$000 $000
Inventories expensed in cost of sales
354,4963 5 2,745
Inventory written down / impairment
B1-20,056
Bad and doubtful debts
912,855
Depreciation and amortisation
C 1/C 27, 2 9 08,060
Directors' fees
504478
Donations
158
Employee benefits
76, 20676,64 6
Defined contribution plans
1,5651,625
Information technology expenses
5,4636,058
Foreign exchange gains
(6 3 0)(2,105)
Operating leases
C3/E21 7,9 0 019,10 8
Other expenses19, 8 3 928,789
Total cost of sales and operating expenses482,739514,323
* The group has reclassified the prior period balances to align with the presentation at 30 June 2019.
Inventory sold during the period is expensed as cost of sales. Inventory write-downs including scrap incurred in
the ordinary course of business are included within Inventories expensed in cost of sales.
Depreciation of $1.6 million (2018: $1.7 million) related to equipment used to manufacture products is included in
cost of sales. Other depreciation is included in operating expenses.
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 are charged to profit or loss on a straight-
line basis over the term of the lease.
36
STEEL & TUBE ANNUAL REPORT 2019
A3: OPERATING SEGMENTS
The Group has identified two reporting segments as at 30 June 2019 having regard for the criteria outlined in NZ IFRS
8 Operating Segments (NZ IFRS 8). The Group’s Chief Operating Decision Maker (being the CEO) receives financial
reports which aggregate the activities of the Group’s six operating segments into two distinct divisions, being
Distribution and Infrastructure.
These reportable segments have been determined by having regard to the nature of products, services
and processes the various business units undertake to service customers. The Group has a diverse range of
customers from various industries, with no single customer contributing more than 10% of the Group’s revenue.
The Group derives its revenue from the distribution and processing of steel and associated products. Within
the Distribution business, the primary focus is on the distribution of steel products and fasteners, servicing
similar customer groups, sharing similar business models and trading skills, and using similar sales channels.
The majority of product is traded and sales staff are tasked to know the full range of products. Within the
Infrastructure business, product is predominately steel product which is bought and processed/manufactured in
warehouse facilities for project/contract customers.
As outlined in Note E10, the Group has adopted NZ IFRS 15 Revenue from Contracts with Customers in the
current financial year, which requires the disaggregation of revenue to provide clear and meaningful information.
For the Group, Management concluded that presentation of revenue in terms of the method of revenue
recognition was most appropriate. Therefore, revenue is disaggregated below between the operating segments
as amounts recognised at a point in time and over time. The Group applied the modified retrospective approach
for the transition to NZ IFRS 15 and as such no comparative information has been restated.
The CEO uses EBIT as a measure to assess the performance of segments. The segment information provided to
the CEO for the year ended 30 June 2019 is as follows:
DistributionInfrastructure*
Other/
Elimination*
Reconciled
to Group
$000 $000 $000 $000
2019
Timing of revenue recognition
At a point in time
1
287,6781 0 7, 3 2 91,033396,040
Over time
1
-102,070-102,070
Revenue from external customers
287,6782 0 9,39 91,0334 9 8 ,110
Amortisation and depreciation(1,76 6)(2,342)(3,182)( 7, 2 9 0)
Segment EBIT
2,86911,8652,06116,795
Interest (net)
(2 ,828)
Reconciled to Group Profit Before Tax
1 3,967
2018
Revenue from external customers288,29918 5 ,19 122,316495,806
Amortisation and depreciation(1,94 3)(2,74 6)(3, 37 1)(8,060)
Impairment of property, plant, equipment and intangibles(4,391)(2,833)(12,876)( 2 0 ,1 0 0 )
Segment EBIT
(12,752)5,029(28,4 6 4)(36,187)
Interest (net)
(4,6 3 1)
Reconciled to Group Loss Before Tax
(4 0,818)
* The Group has reclassified the S & T Plastics business from the Infrastructure segment to the Other/ Elimination column as the business
and/or its assets are held for sale and are no longer contributing to the Group’s trading EBIT. The comparative period has been adjusted to
be consistent with the current presentation.
1
Refer to Note E10 for further details.
NOTES – SECTION A
PERFORMANCE
37
Interest income and expense are not allocated to segments, as this type of activity is driven by the central
treasury function, which manages the cash position of the Group.
Assets and liabilities are provided to the CEO on a Group basis, and are not separately reported with respect to
the individual operating segments.
Sales between segments are eliminated on consolidation. The amounts provided to the CEO with respect to
segment revenue assets are measured in a manner consistent with that of the financial statements.
A4: INCOME AND DEFERRED TAX
Income tax comprises both current and deferred tax.
All entities in the Group are part of the same income tax group.
Current tax is the expected tax payable on the taxable income for the period, using current tax rates,
and any adjustment required to tax payable in respect of prior periods.
Deferred tax is recognised in respect of temporary differences arising between the tax base of assets
and liabilities and their carrying amounts in the financial statements. Deferred tax assets are only
recognised to the extent that it is probable future taxable profits will offset temporary differences. Tax
rates used are those that have been enacted or substantially enacted at balance date and which are
expected to apply when the deferred tax asset or liability crystalises.
Deferred tax is not provided if it arises from the following differences:
- goodwill not deductible for tax purposes
- initial recognition of assets and liabilities in a transaction other than a business combination that
affects neither accounting or taxable profit and
- investment in subsidiaries where the timing of the reversal of the temporary difference is controlled
by the Group to the extent that they will probably not reverse in the foreseeable future.
KEY POLICY
Income and deferred tax
Income tax expense
2019 2018
The income tax expense is determined as follows:
$000$000
Profit or loss
Current income tax
Current year income tax expense
-804
Adjustments in respect of prior periods
(4 5 0)-
Deferred income tax
Depreciation, provisions, accruals, tax losses and other
4,002(9, 5 7 2)
Adjustments in respect of prior periods--
Income tax expense recognised in profit or loss3,552(8,768)
Tax Losses
Steel & Tube has recognised tax losses available to carry forward of $16.1m (2018: $4.9m). A deferred tax asset has
been recognised for these losses as they are expected to be realised within the foreseeable future.
38
STEEL & TUBE ANNUAL REPORT 2019
2019 2018
Reconciliation of income tax expense / (credit)
$000 $000
Profit / (Loss) before tax
1 3,967(4 0,818)
Non-assessable income
(2)(2,076)
Non-deductible expenditure32811,581
14,293(31,313)
Tax at current rate of 28% (2018: 28%)
4,002(8,768)
Prior period adjustment
(4 5 0)-
Total income tax expense / (credit)
3,552(8,768)
Represented by:
Current tax
(4 5 0)804
Deferred tax4,002(9, 5 7 2)
3,552(8,768)
Deferred tax assets and liabilities
The table below shows the movement in the deferred tax balances that are recognised at the beginning and end of the
period.
Opening
balance
Prior
period
adjustments
NZ IFRS 9
Transition
tax impact
Recognised in
income
Recognised
in equity
Closing
balance
$000 $000$000 $000 $000 $000
2019
Property, plant and equipment(1,745)(545)-(2,444)263(4,47 1)
Employee benefits1,193298-(108)-1,383
Provisions6,009(37)240(4,285)-1,9 2 7
Cash flow hedging reserve(3 50)---39141
Net tax loss to carry forward
1,381284-2,835-4,500
6,488-240(4,0 0 2)6543,380
2018
Property, plant and equipment( 7, 8 5 2)--4,1851,9 2 2(1,745)
Employee benefits1,872--(679)-1,193
Provisions1,74 0--4,269-6,009
Cash flow hedging reserve499---(8 49)(350)
Customer relationship(113)--113--
Customer contracts(225)--225--
Licenses(78)--78--
Net tax loss to carry forward
---1,381-1,381
(4,157)--9, 5 7 21,0736,488
2019 2018
$000 $000
The analysis of deferred tax assets and deferred tax liabilities is as follows:
Deferred tax liabilities
(4,471)(2,095)
Deferred tax assets7, 8 5 18,583
3,3806,488
Imputation credits available at 30 June 2019 were $0.7m (2018: $2.6m).
NOTES – SECTION A
PERFORMANCE
39
This section contains details of the short term operating assets and liabilities required to service the Group’s
distribution branches and processing sites.
B1: INVENTORIES
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
SECTION B - WORKING CAPITAL
Key judgement
Inventory Valuation
The Group undertook an assessment of its inventory holdings at 30 June 2019, including a review of slow
moving and aged inventory. The Group conducted an assessment to determine whether the net realisable
value (NRV) of inventory was greater than the inventory cost. At 30 June 2019 an impairment provision
of $1.4m (2018: $8.4m) was recognised to reduce the carrying value of inventory to its NRV. Judgement
was required in determining if the aged inventory can be sold and hence whether inventory should be
impaired.
To further support the valuation of inventory the Group operates a regular stock count programme which
requires inventory to be counted on a cycle count basis, and through a full wall-to-wall count to ensure the
accuracy of the Group’s Inventory records.
KEY JUDGEMENT
Inventories are stated at the lower of cost and net realisable value, with cost determined on a
moving average cost basis or standard cost basis. Costs include expenditure incurred in acquiring
the inventories and bringing them to their existing location and condition. Net realisable value is the
estimated selling price in the ordinary course of business less the estimated costs of completion,
and selling expenses. The cost of manufactured/fabricated finished inventories includes a share of
overheads based on normal operating capacity.
KEY POLICY
40
STEEL & TUBE ANNUAL REPORT 2019
The Group holds inventories valued at $114.0 million (2018: $116.0 million).
The Group is exposed to foreign exchange risk arising mainly from overseas purchases of inventory. In
accordance with its Treasury Policy, all committed overseas purchase orders are hedged using forward foreign
exchange contracts where payment is made in a foreign currency. The Group qualifies for hedge accounting.
The effective portion of the changes in fair value is recognised in other comprehensive income and accumulated
in the Hedging reserve in equity as described in section E10.
As at balance date foreign exchange contracts recorded as assets were $0.12m (2018: $1.27m) and as liabilities
were $0.26m (2018: $0.02m). The notional value of foreign exchange contracts in place as at 30 June 2019 totaled
$27.18m (2018: $37.70m). The fair value of the foreign currency forward exchange contracts is as shown on the
Balance Sheet. Refer to section E6 for the fair value hierarchy determination.
If the NZ dollar had weakened/strengthened by 5% against foreign currencies (primarily US dollar) at balance
date, there would be no impact on profit or loss, as the Group qualifies for hedge accounting and all hedges
are 100% effective at balance date. The effect would be to equity +$1.27m if NZ dollar strengthened by 5% and
-$1.44m if the NZ dollar weakened by 5% (2018: + $1.85m /- $2.05m respectively).
Provision for write-down
Finished goods at realisable value
Inventories ($000s)
2019
2018
150,000
120,000
90,000
60,000
30,000
0
(8,388)
116,0471 1 3,9 6 2
(1,416)
SECTION B - WORKING CAPITAL
NOTES – SECTION B
WORKING CAPITAL
41
B2: TRADE AND OTHER RECEIVABLES
Key judgement
Provision for impairment
The Group has applied the simplified approach to providing for expected credit losses, which requires
the recognition of a lifetime expected loss provision for Trade and other receivables. This has resulted
in an increase in provisioning for expected credit losses on adoption of NZ IFRS 9, as potential losses
are recognised earlier. Previously, allowances for credit losses were only recognised when a loss event
occurred.
The expected credit loss (ECL) allowances for financial assets are based on assumptions about the risk
of default and expected credit loss rates. The Group uses its judgement in making these assumptions
and selecting the inputs to the impairment calculation, which is based on the Group’s historical
experience, the aging profile of the financial assets, existing market conditions as well as external
economic forecasts at each reporting date. Details of key considerations and judgements are set out
below.
The Group considers the lifetime expected credit losses associated with its receivables upon initial
recognition, and on an ongoing basis at the end of each reporting period. To assess whether there is a
specific increase in credit risk, the Group compares the risk of default occurring on these receivables at
the reporting date with the risk of default at the date of initial recognition. Available forward looking
information is considered, including actual or expected significant adverse changes in business,
financial or economic conditions that are expected to cause a significant change to the customer or
counterparty’s ability to meet their obligations. This also incorporates any objective evidence that
indicates that the customers will not be able to pay their debts when due, these include significant
financial difficulties of customers and the probability of entering receivership or bankruptcy.
The Group has analysed its Trade receivables balances using three different characteristics and
calculated the ECL allowance by considering the impact of each:
Consideration/Judgements
Baseline/AgingThe Group’s “baseline” expectation for credit loss is informed by past
experience and the aging profile of the balances, applying an increasing
expected credit loss estimate as the balance ages incorporating forward
looking information, such as forecasted economic conditions. This
expectation incorporates any available objective evidence that the customers
will not be able to pay their debts when due, including significant financial
difficulties of customers and the probability of entering receivership,
administration or liquidation.
SectorThe Group has considered the credit risk related to the market sector that
the customers operate in and has made an adjustment to the ECL allowance
base on assessment of the respective financial strength of each industry
se c tor.
RegionThe Group has considered the credit risk of its trade receivables portfolio
based on the respective financial strength of each geographic region, and
has made an adjustment to the baseline ECL allowance to reflect this.
KEY JUDGEMENT
42
STEEL & TUBE ANNUAL REPORT 2019
Trade receivables at 30 June 2019 are $77.2m (2018: $87.9m) and are recognised initially at fair value and
subsequently at amortised cost less any provision for impairment. The carrying value of Trade and other
receivables are equivalent to their fair value.
Prepayments and sundry receivables
Provision for impairment
Past due
Current due
15,437
(1,946)
4,683
72,560
2019
$90,734
Trade and Other Receivables ($000s)
3,045
2019
2018
9,000
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
0
Within
1 month
8,028
3,715
1,638
4,231
7,106
Within
1 to 3 months
Beyond
3 months
Trade receivables excluding current at 30 June 2019 ($000s)
14,213
(2,980)
11,336
76,612
2018
$99,181
No one customer accounts for more than 5% of Trade receivables at 30 June 2019 (30 June 2018: 2%).
At 30 June 2019 trade receivables of $3.6m (2018: $8.3m) were greater than 60 days overdue. These relate to a
number of independent customers for whom there is no recent history of default. The Group’s credit terms are
in line with industry peers. The Group does not have any customers with payment terms exceeding one year. As
a result the Group does not adjust transaction prices for the time value of money.
The aging profile of these customers is shown below.
NOTES – SECTION B
WORKING CAPITAL
43
Provision for impairment
As outlined in Note E10, the Group has adopted NZ IFRS 9 in the current financial year, which includes the
recognition of impairment provisions based on expected credit losses (ECL) rather than only incurred credit
losses as was the case under NZ IAS 39. The ECL provision was restated applying the new NZ IFRS 9 model as at 1
July 2018 and the cumulative impact of the change has been adjusted through retained earnings and as such no
comparative information has been restated.
At 30 June 2019 an impairment provision of $1.9m (2018: $3.0m) was held.
The expected credit loss allowance provision has been determined as follows:
Current
Within 1
Month
1 - 2
Months
2-3
Months
Beyond 3
MonthsTotal
$000$000$000$000$000$000
Gross carrying amount 68,8453,7151,0535853,0457 7, 24 3
Baseline/Aging 2386351181,5651,9 3 5
Region 2---24
Sector 311-27
Expected credit loss
allowance
2436452181,5691,94 6
Movements in the provision for impairment during the year ended 30 June 2019, including the adjustment on
transition to NZ IFRS 9, are as follows:
Provision for impairment
20192018
Notes$000 $000
Provision as at 1 July2 ,980438
Adjustment on adoption of NZ IFRS 9E10
857 -
Restated as at 1 July3,837438
Recognised8722,855
Utilisation of provision / bad debts recovered
(2 ,763)(313)
Provision as at 30 June
1,9462,98 0
The Group is exposed to the risk of customers being unable to pay their debts as they fall due. The maximum
exposure is the total value of these balances. Customers who trade on credit terms are subject to credit
verification procedures and credit limits are set for each customer. The Group’s credit policy is monitored
regularly. In some circumstances security over assets may be obtained from Trade receivables to mitigate the
risk of default. There are no significant concentrations of credit risk in the current or prior years.
The Group also has credit risk in respect of financial institutions that hold the Group’s cash. These institutions
have credit ratings of AA-.
44
STEEL & TUBE ANNUAL REPORT 2019
B3: TRADE AND OTHER PAYABLES
Trade and other payables comprise $41.1m (2018: $49.9m) payable within a year and $1.8m (2018: $2.1m) payable
beyond 12 months.
Trade and other payables ($000s)
Lease incentives (Non-Current)
Employee benefits
Accrued expenses
Trade payables
32,145
3,657
5,277
1,835
2019
Current: $41,079
Non current: $1,835
34,148
9, 7 0 0
6,019
2,108
2018
Current: $49,867
Non current: $2,108
The carrying amounts of the above items are equivalent to their fair values. Trade payables denominated in a
foreign currency are not material either in the current or comparative year.
NOTES – SECTION B
WORKING CAPITAL
45
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
SECTION C - FIXED CAPITAL
This section includes details of the Group’s long term assets including tangible and intangible assets and related capital
commitments.
C1: PROPERTY, PLANT AND EQUIPMENT
Plant and equipment are stated at cost less accumulated depreciation with the exception of land and
buildings and capital work in progress. Land and buildings are stated at fair value, and capital work in
progress is stated at cost less impairment. Assets are tested annually for indicators of impairment and
adjusted if required.
Depreciation is charged on a straight-line basis over the estimated useful lives of the assets, with the
exception of land and capital work in progress, which are not depreciated. This allocates the cost
or fair value amount of an asset, less any residual value, over its estimated remaining useful life. The
residual values and useful lives are reviewed annually.
The estimated useful lives are as follows:
Buildings 50 years
Plant and machinery and motor vehicles 3 - 20 years
Furniture, fittings and equipment 2 - 10 years
Land and buildings are recognised at fair value based on valuations by external independent valuers,
less subsequent depreciation for buildings. Valuations are undertaken when there is evidence that
the carrying value of the property is materially different to fair value. A revaluation surplus/(deficit) is
credited/(debited) to other reserves in shareholder’s equity.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount and
are included in profit or loss. When revalued assets are sold, it is the Group’s policy to transfer any
amounts included in other reserves in respect of those assets to retained earnings.
KEY POLICY
46
STEEL & TUBE ANNUAL REPORT 2019
Land &
buildings
at fair value
Plant,
machinery
& vehicles
at cost
Furniture,
fittings &
equipment
at costTotal
$000 $000 $000 $000
2019
Opening cost15,37585,88518,301119, 5 61
Opening accumulated depreciation
-(51,838)(14,98 4)(6 6,822)
Opening net book value15,37534,0473,31752,739
Additions-4,3596635,022
Land and building revaluations:
Decrease to revaluation reserve(940)--(940)
Disposals-(9 7)(26)(123)
Depreciation
(176)(3,150)(1, 3 38)(4, 6 6 4)
Closing net book value
14,25935,1592,61652,034
Comprised of:
Cost or fair value14,27388,80418,454121,531
Accumulated depreciation
(14)(53,645)(15,838)(69,49 7)
Closing net book value
14,25935,1592,61652,034
2018
Opening cost5 7, 5 19102,85324,44018 4,812
Opening accumulated depreciation
-(61,7 76)(20,4 47)(82,223)
Opening net book value5 7, 5 1941,0773,9 9 3102,589
Additions7,17 06 , 3 611,73115, 262
Land and building revaluations:
Increase to revaluation reserve960--960
Disposals(49,915)(471)(22)(50,4 08)
Impairments -( 7, 8 0 2 )(171)(7,973)
Transfer to assets held for sale -(1,30 0)(339)(1,639)
Depreciation
(359)(3,818)(1,875)(6,052)
Closing net book value
15,37534,0 473,31752,739
Comprised of:
Cost or fair value15,37585,88518,301119,561
Accumulated depreciation
-(51,838)(14,9 8 4)(6 6,822)
Closing net book value
15,37534,0 473,31752,739
Included within the plant, property and equipment categories is capital work in progress totaling $2.1m (2018:
$5.2m). Capital work in progress was tested for indicators of impairment. No impairment indicators were
identified.
At 30 June 2019 had land and buildings been carried at historical cost less accumulated depreciation their
carrying amount would have been approximately $8.5m (2018: $8.7m).
NOTES – SECTION C
FIXED CAPITAL
47
Valuation of land and buildings:
The Group undertook a fair value assessment of land and buildings owned by the Group at 30 June 2019. The
fair value of these land and buildings was determined based on the market comparable approach that reflects
transaction prices for similar properties adjusted for identifiable differences. The valuations were prepared by
independent and qualified registered valuers and are based on relevant general and economic factors such as
land use, economic conditions, zoning and location, quality and condition, recent sales, leasing transactions
of comparable properties, and seismic strengthening costs. They are categorised as Level 3 of the fair value
hierarchy as unobservable inputs (as described in NZ IFRS 13).
The significant unobservable inputs to these valuations are described in section E8.
The previous independent valuation of these land and buildings was performed in June 2018.
C2: INTANGIBLES
Goodwill
Software &
LicencesOtherTotal
$000 $000 $000 $000
2019
Opening cost4 7,17 124,8322,52274, 52 5
Opening accumulated amortisation-(3, 262)(1,713)(4,9 75)
Opening accumulated impairment
(10,10 0)(2,027)-(12 ,127)
Opening net book value3 7, 0 7 119,5438095 7, 4 2 3
Additions-2 ,12 5-2 ,12 5
Amortisation charge
-(2,420)(20 6)(2 ,626)
Closing net book value
3 7, 0 7 119, 24 860356,922
Comprised of:
Cost4 7,17 126,7782,52276,650
Accumulated amortisation-(5, 503)(1,919)(7,601)
Accumulated impairment
(10,10 0)(2,027)-(12 ,127)
Closing net book value
3 7, 0 7 119, 24860356,92 2
2018
Opening cost4 7,17 124,4642,52274 ,15 7
Opening accumulated amortisation
-(6,4 0 6)(9 03)( 7, 3 0 9 )
Opening net book value4 7,17 118,0581, 61966,848
Additions
-4,710-4,710
Amortisation charge
-( 1,19 8)(810)(2,0 08)
Impairment
(10,10 0)(2,027)-(12,127)
Closing net book value
3 7, 0 7 119, 5 438095 7, 4 2 3
Comprised of:
Cost
4 7,1 7 124,8322,52274, 5 2 5
Accumulated amortisation-(3,262)(1,713)(4,9 75)
Accumulated impairment
(10,10 0)(2,027)-(12,127)
Closing net book value
3 7, 0 7 119, 5 438095 7, 4 2 3
48
STEEL & TUBE ANNUAL REPORT 2019
Included within the intangibles categories is work in progress totalling $2.6m (2018: $2.7m). Capital work in
progress was assessed for impairment as part of the value-in-use (VIU) calculations performed for Goodwill
impairment testing. Other intangibles comprises customer relationships and customer contracts arising from
business combinations.
NOTES – SECTION C
FIXED CAPITAL
Goodwill is recognised on a business combination and represents the excess of the acquisition cost over
the fair value of the acquired net assets. Goodwill is allocated to cash-generating units, tested annually for
impairment, or more frequently if events or circumstances indicate it may be impaired, and is carried at
cost less accumulated impairment losses.
Computer software and licences are capitalised on the basis of costs incurred to acquire and use the
specific licences and are amortised on a straight-line basis over their estimated useful lives of 3 to 10 years.
Computer software and licence amortisation charges are included in other operating expenses.
Customer relationships and customer contracts are capitalised at fair value on acquisition date and
are amortised on a straight-line basis over their estimated useful lives of 10 and 2 years respectively.
Amortisation charges are included in other operating expenses.
Costs associated with maintaining software programmes are recognised as an expense as incurred.
Development costs that are directly attributable to the design and testing of identifiable and unique
software products controlled by the Group are recognised as intangible assets when the following criteria
are met:
- it is technically feasible to complete the software so that it will be available for use
- management intends to complete the software and use it
- there is an ability to use the software
- it can be demonstrated how the software will generate probable future economic benefits
- adequate technical, financial and other resources to complete the development and to use or sell the
software are available, and
- the expenditure attributable to the software during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software include employee costs and an
appropriate portion of relevant overheads.
Capitalised development costs are recorded as intangible assets and amortised from the point at which
the asset is ready for use.
KEY POLICY
49
KEY JUDGEMENT
Key judgement – Goodwill Impairment testing:
The Group has undertaken value-in-use (VIU) calculations for the Group as a whole and for each cash
generating unit (CGU) that recognises Goodwill. A VIU calculation is a valuation based on forecast cash
flows. These forecast cash flows are discounted back to present value to estimate a value for the Group or
individual CGU. If the VIU exceeds the carrying value of the assets no impairment is recognised.
A number of judgements have been made in respect to the assumptions used in the valuations. The key
assumptions are summarised below:
ASSUMPTION20192018
Discount Rate (post tax)7.9% - 9.6%
8.5% - 10.4%
The Group engaged an independent expert
to assess the Group’s post-tax weighted
average cost of capital. A premium was
applied to smaller CGU’s. These post-tax
discount rates were applied to post-tax cash
flows. Through back solving the pre-tax
WACC was calculated.
Discount Rate (pre tax)11.0% - 13.4%
11.3% - 13.9%
Terminal Growth Rate1.50%
1.50%
Forecast Period5 Year s
5 Year s
Board approved budget used for FY20
Forecast Period Cash Flow
Growth Rate
2.6% - 2.9%
3.4% - 4.0%
In addition to the above forecast period cash flow growth rate the Group has included cash flows expected
from network consolidation and other performance improvement projects. The Group is committed to these
projects and has already commenced implementation as at 30 June 2019. Forecast cash flows from these
projects have been included as part of the Board approved FY20 budget, upon which the VIU calculations
were based. The forecast cash flows exclude certain other expected benefits from projects not deemed to be
sufficiently progressed as at 30 June 2019. The cash flows also make allowances for a return over the forecast
period to long-term achievable financial performance.
All forecast cash flows included in the VIU calculations as at 30 June 2019 were considered to meet the
requirements of NZ IAS 36 Impairment of Assets (NZ IAS 36).
A range of forecast cash flow scenarios were considered by Management for the VIU calculation. In assessing
the VIU of the Group, Management has considered the most likely outcome within the range of scenarios
prepared, and concluded that a mid-point scenario is most appropriate. This scenario applies a pre-tax
discount rate of 12.2%.
The VIU calculation indicated that the VIU was greater than the carrying amount of the Group (including
Goodwill) by approximately $11m.
The projected cash flows over the forecast period incorporate forward looking assumptions around the
market and the timing and execution of business strategy which could be affected by other factors not
currently foreseeable by the Group or beyond its control. Should this occur, a further evaluation of goodwill
may be required.
The following summarises the effect of a change in the key assumptions for the Group with all other
assumptions remaining constant:
- Applying a 2.0% terminal growth rate, in line with long-term New Zealand inflation forecasts, would
increase the available headroom by approximately $15.3m;
- Incorporating a 6.5% reduction in the expected level of terminal EBIT in the forecast cash flows would
result in the elimination of the excess of the recoverable amount over the carrying amount;
- Increasing the Discount Rate (pre-tax) by 50 basis points would result in the elimination of the excess of
the recoverable amount over the carrying amount.
The Group also compared the net book value of assets with its market capitalisation value at 30 June 2019.
This market capitalisation value excludes any control premium and may not reflect the value of 100% of the
Group’s net assets. Management considered the reasons for any difference at 30 June 2019 and whether all
relevant factors had been allowed for in the VIU model.
Based on the calculations and assumptions outlined above, the Group has not identified any impairment as
at 30 June 2019.
50
STEEL & TUBE ANNUAL REPORT 2019
Intangible assets with indefinite useful lives and intangibles not yet available for use are not subject to
amortisation. This applies to both goodwill and software under development.
The Group tests annually for impairment of these intangibles, or when events or circumstances
indicate the carrying value may not be recoverable.
An impairment loss is recognised for the excess of the carrying value of an asset or cash-generating
unit over its recoverable amount and is charged to profit or loss.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value-in-use. For
the purpose of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows.
KEY POLICY
Based on the calculations completed, the carrying value of Goodwill as at 30 June 2019 are as follows:
Hurricane Wire Products / Roofing Products / Manufacturing Suppliers Limited / Composite Floor Decks
Limited
A number of VIU scenarios were analysed for CGUs with Goodwill at 30 June 2019 to ensure a broad range of
possible outcomes were considered. Among the variables considered were sensitivity analysis on discount rates,
and the allocation of corporate shared costs. All cash flows included in the VIU calculations for these CGUs at 30
June 2019 were considered to meet the requirements of NZ IAS 36.
Based on the calculations and pre-tax discount rate sensitivity analysis, there is no impairment of these CGUs
with Goodwill as at 30 June 2019.
Assessment of CGUs without Goodwill
In assessing the CGUs without Goodwill indicators of impairment such as the CGU’s current and future
performance, asset make-up of the CGU and market conditions were taken into consideration.
The Group considered whether the fair value less costs to sell of the assets held by these CGUs would be greater
than their carrying value. The majority of the remaining assets in these CGUs at 30 June 2019 related to Trade
receivables and Inventories and the carrying value of these assets was specifically assessed for impairment at
30 June 2019. The remaining assets in these CGUs were considered to be readily marketable assets for which
the recoverable amount was unlikely to be materially different from the carrying value.
Based on the assessment outlined above, it was determined there is no impairment of the CGUs without
Goodwill as at 30 June 2019.
15,602
11,713
4,046
5,710
2019
$ 3 7, 0 7 1
Carrying Value of Goodwill ($000s)
Hurricane Wire Products
Roofing Products
Manufacturing Suppliers Limited
Composite Floor Decks Limited
15,602
11,713
4,046
5,710
2018
$ 3 7, 0 7 1
NOTES – SECTION C
FIXED CAPITAL
51
C3: COMMITMENTS
80,000
60,000
40,000
20,000
0
Lease commitments on non-cancellable leases ($000s)
Within
1 year
18,213
51,536
48,682
68,7 7468,737
Within
1 to 5 years
Beyond
5 years
17,489
2019
2018
The Group occupies a number of warehouse and office premises under operating leases. The leases have varying
terms and renewal rights.
The Group has an operating lease agreement for the majority of its vehicle fleet. The lease agreement has varying
terms and renewal rights for each vehicle.
Capital commitments
The Group has contractual commitments of $0.5m (2018: $2.6m) for purchase of plant and equipment.
C4: ASSETS HELD FOR SALE
In the previous financial year the $9.6m of property, plant and equipment related to S & T Plastics was impaired
down to their fair value less costs to sell of $1.6m and presented as held for sale. As at 30 June 2019, the sale and
close down of the S & T Plastics business is almost complete, with all significant property, plant & equipment
related to S & T Plastics having been sold or fully impaired as at 30 June 2019. In addition to the impairment of
assets, the Group has retained $0.4m (2018: $2.9m) of provisions within the Infrastructure operating segment
to exit S & T Plastics, being predominately the onerous provision on the related leased property. For the period
ended 30 June 2019, S & T Plastics contributed sales revenue of $1.0m and an EBIT contribution of $0.8m arising
from activities associated with exiting the business.
Non-current assets are classified as assets held for sale and carried at the lower of carrying amount
and fair value less costs to sell if their carrying amount is recovered principally through a sale
transaction rather than through continuing use. The assets are not depreciated or amortised while
they are classified as held for sale. Any impairment loss on initial classification and subsequent
measurement is recognised as an expense. Any subsequent increase in fair value less costs to sell (not
exceeding the accumulated impairment loss that has been previously recognised) is recognised in
profit or loss.
KEY POLICY
52
STEEL & TUBE ANNUAL REPORT 2019
This section includes details of the Group’s cash, borrowings and capital reserves which provide funds for current and
future activities.
D1: BORROWINGS
20192018
$000 $000
Bank loans
24,00010 9,9 3 5
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
SECTION D – FUNDING
The Group successfully refinanced its banking facilities in December 2018 on terms and conditions commercially
acceptable to the Group. The Group has in place syndicated committed bank borrowing facilities of $70m,
comprising a $25m Working capital facility with a maturity date of 30 November 2019 (30 June 2019: nil drawn),
and a $45m Revolving credit facility with a maturity date of 30 November 2021 (30 June 2019: $24m drawn). The
Working capital facility is expected to be renewed on an annual basis. The previous bank borrowing facilities
were repaid and cancelled during December 2018.
Borrowing facilities arranged with the Group’s banking syndicate can be drawn at any time, subject to meeting
the terms of the Group’s Syndicated Facilities Agreement.
The Group is exposed to interest rate risk through its drawings under the Group’s bank borrowing facilities at
variable interest rates.
During the year ended 30 June 2019, if bank interest rates had been 100 basis points higher/lower with all other
variables held constant, it would change post-tax profit/equity for the year by $0.4m lower/higher (2018: $0.8m).
The Group has committed bank borrowing facilities at balance date of $70m (2018: $147m).
Borrowings are recognised initially at fair value and net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost and any difference between the net proceeds and redemption
value is recognised in profit or loss over the period of the borrowings using the effective interest
method. The movement in borrowings shown in the Statement of Cash Flows is the net of repayments
and drawdowns of borrowings. Borrowings are classified as current liabilities if there is no unconditional
right to defer settlement for greater than 12 months.
The Group is required to comply with certain financial covenants that relate to interest cover, group
coverage and leverage. Management has completed a detailed assessment of compliance with these
covenants and the Group complies as at 30 June 2019 and was compliant at each test date throughout
the year.
KEY POLICY
NOTES – SECTION D
FUNDING
53
The Group manages its liquidity risk by maintaining availability of sufficient cash and funding via an adequate
amount of committed bank borrowing facilities. Owing to the nature of the underlying business, the Group aims
to maintain funding flexibility through committed credit lines. The Group monitors actual and forecast cash
flows on a regular basis and rearranges credit facilities where appropriate.
The table below analyses the Group’s financial liabilities and derivative financial instruments into maturity
groupings based on the remaining period from balance date to the contractual maturity date. The amounts
disclosed are the contractual undiscounted cash flows.
Average6 months 6 to 121 to 3Carrying
Interestor lessmonthsyearsTotalValue
rate$000$000$000$000$000
2019
Borrowings4 .10 % 50248225,39426,37824,000
Trade payables & accruals 40,818--4 0,81840,818
Cash flow hedging of derivatives:
Outflow 26,079 1,096 -2 7,1 7 5 2 7,17 5
Inflow
(2 5,947) (1,085) - ( 2 7,0 3 2) (27,032)
13211-143143
2018
Borrowings3.77%2 ,11 42,031110 ,9 9 2115 ,13 7109,935
Trade payables & accruals4 8 ,9 2 2--4 8 ,9 2 24 8 ,9 2 2
Cash flow hedging of derivatives:
Outflow36,0271,676-3 7, 7 0 33 7, 7 0 3
Inflow
( 3 7, 2 6 2 )(1,695)-(3 8 ,957 )(3 8 ,957 )
(1,235)(19)-(1,254)(1,254)
D2: NET DEBT RECONCILIATION
Cash and cash
equivalents
Borrowings
repayable
after one yearTotal
$000 $000 $000
Net debt as at 1 July 20185,584(109,935)(10 4,351)
Cash flows
3,42685,9358 9, 3 61
Net debt as at 30 June 2019
9,010(24,000)(14,9 9 0)
Net debt as at 1 July 20176,517(13 3, 3 74)(126,857)
Cash flows
(9 3 3)23,43922,506
Net debt as at 30 June 2018
5,584(109,935)(104,351)
The Group’s current bank loans are based on variable rates.
54
STEEL & TUBE ANNUAL REPORT 2019
D3: SHARE CAPITAL
The Group’s capital includes share capital, treasury shares, long term borrowings, reserves and retained
earnings. The objectives for managing capital are to safeguard the Group’s ability to continue as a going
concern, to provide returns and benefits for Shareholders and other stakeholders and to maintain a strong
capital base for investor, creditor and market confidence. The Group may adjust the dividends paid to
Shareholders, return capital to Shareholders, issue new shares or sell assets to maintain or adjust its capital
structure.
Capital Structure Policy Targets
The Group’s formal capital structure targets are as follows:
1. Net Debt: EBITDA less than 2.0x
2. Gearing ratio less than 30% - 35%
3. Dividend pay-out of between 60% - 80% of Net Earnings (NPAT) adjusted for any significant non-trading items
Issue of share capital
The Group concluded a placement and pro-rata rights offer capital raise (‘capital raise’) on 6 September 2018,
issuing an additional 75,364,514 shares, with net proceeds of $78.8m being received. The capital raise comprised
an upfront placement of $20.8m to eligible institutional investors and a pro-rata rights offer to eligible
shareholders for $60.1m. Both the upfront placement and pro-rata rights offer were fully subscribed. Incremental
directly attributable issue costs of $2.1m were incurred and have been netted off against the proceeds of the
capital raising.
With the exception of the capital raise, there has been no other material change in the management of capital
during the year.
Movement in the Company’s issued ordinary shares were as follows:
2019 2018 2019 2018
$000 $000 SharesShares
Fully paid:
Balance at the beginning of the year7 7, 8 4 47 7, 8 0 390,608,02690,588,026
Proceeds from partly paid shares-41-20,000
Issue of share capital
78,824-75,364,514-
Balance at the end of the year156,6687 7, 8 4 4165,972,54090,608,026
Partly paid:
Balance at the beginning of the year1125,00045,000
Transfer to fully paid shares
---(20,000)
Balance at the end of the year1125,00025,000
Total balance at the end of the year
156,6697 7, 8 4 5165,997,54090,633,026
NOTES – SECTION D
FUNDING
55
The holders of ordinary shares are entitled to receive dividends declared from time to time and to one vote per
share at meetings of the Company. Ordinary shares issued and partly paid as part of the Senior Executives’ Share
Scheme 1993 do not have dividend or voting entitlements until the shares are paid in full but qualify for bonus
and cash issues.
Ordinary shares are classified as equity. Where any controlled entities purchase Company shares that have not
been allocated, the consideration paid and directly attributable costs are deducted from equity and classified as
treasury shares.
Treasury shares
2019 2018 2019 2018
$000 $000 SharesShares
Balance at the beginning of the year2,8963,431972,8491,150,787
Purchases----
Used in share schemes
-(535)-( 1 7 7,9 3 8)
Balance at the end of the year
2,8962,896972,849972,849
Treasury shares are unallocated Company shares held by the Trustee of the Executive Share Plan 2003 and are
recognised as a reduction in shareholders’ funds of the Group. There were no Treasury shares purchased during
the year.
56
STEEL & TUBE ANNUAL REPORT 2019
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
SECTION E – OTHER
This section contains additional notes and disclosures which do not form part of the primary sections but which are
required to comply with financial reporting standards.
• Financial risk management
• Provisions
• Contingent liabilities
• Auditor remuneration
• Related party and share based plans
• Financial instruments
• Financial assets
• Land and buildings
• Subsequent events
• Other accounting policies
E1: FINANCIAL RISK MANAGEMENT
The Group is exposed to financial risk: market risk, credit risk and liquidity risk.
The Group’s Treasury Policy is approved by the Board and is reviewed annually. The Treasury Policy establishes
principles and risk tolerance levels to guide management in carrying out risk management activities to minimise
potential adverse effects on the financial performance of the Group. Compliance with policy is monitored and
reviewed on a monthly basis.
Detail relevant to the following risks are covered in relevant sections:
Foreign exchange risk (a market risk) Inventories B1
Interest rate risk (a market risk) Borrowings D1
Credit risk Trade & other receivables B2
Liquidity risk Borrowings D1
E2: PROVISIONS
Restructure
provision
Onerous Contract
and Contract
Dispute Provision
Onerous Lease
and Make Good
Provision
Commerce
Commission
ProvisionTotal
$000 $000 $000 $000 $000
Opening balance4,74 01,13 43,9 241,20010,9 9 8
Additions--4816851,16 6
Used
(4,695)( 1,13 4)(1,250)-( 7, 0 7 9 )
Closing balance
45-3,1551,8855,085
Current45-2,2911,8854,221
Non-Current--864-864
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result
of a past event. This occurs when it is probable that a cost will be incurred to settle the obligation
and a reliable estimate can be made of that obligation. Where material, provisions are determined by
discounting the expected cash flows at a pre-tax rate that reflects current market assessments of the
time value of money. Where discounting is used, the increase in the provision due to the passage of time
is recognised as an expense.
KEY POLICY
NOTES – SECTION E
OTHER
57
– Make-good obligations on existing tenanted properties, including Stonedon Drive remediation work agreed
as part of the sale and purchase agreement, estimated at $1.7m. Actual payment dates and costs will be known
once each lease reaches its expiry date.
– Onerous Contract and Contract Dispute Provision is an estimate of the costs of customer claims for faulty or
defective products supplied and an assessment of the shortfall between costs and future revenue on certain
projects where the Group is committed to providing a service within the next 12 months for which the costs will
exceed the revenue.
– Restructure and Rationalisation Provision. The Group undertook a review of the business and commenced a
restructure in a number of areas during the year ended 30 June 2018. Although the network consolidation
and other performance improvement projects remain ongoing as at 30 June 2019, the activities related to the
restructure and rationalisation provision recognised in the preceding year have largely concluded as at 30 June
2019. Included within these provisions were costs associated with the exit from S & T Plastics. Refer Note C4 for
details.
– Provision for Commerce Commission Fine
In December 2016 the Commence Commission announced that it had completed its investigation in relation
to several steel companies, and that it intended to prosecute multiple companies under the Fair Trading Act,
including Steel & Tube. The Commission’s prosecution of Steel & Tube relates to the inadvertent use of a
testing laboratory’s logo on test certificates, and application of testing methodologies.
In October 2018 the Auckland District Court imposed a fine of $1.885m. Both Steel & Tube and the
Commission have appealed the decision. As at 30 June 2019 a decision on the appeal has not been given.
A provision for fines, penalties, costs and expected recoveries in relation to this prosecution has been
provided for in the Group’s financial statements at 30 June 2019.
E3: CONTINGENT LIABILITIES
Indemnities given to the Company’s trading banks in respect of performance bonds were $2.0m (2018: $2.7m) at
balance date and were transacted in the ordinary course of business.
Key judgements:
– The Provision for Onerous Leases is for the remaining lease term on the properties that have
been vacated as part of the Group’s change programme. The provision is partially offset by
Management’s assessment that a future sub-lease may be possible on some of the properties
with longer than 12 month lease terms remaining. If the Group’s assumptions on time required to
sub-let the properties increased by three months and the expected sub-lease rentals were 10%
less, the provisions would increase by $0.1m.
KEY JUDGEMENT
58
STEEL & TUBE ANNUAL REPORT 2019
E4: AUDITOR REMUNERATION
20192018
$000 $000
Fees paid to PwC
– annual audit & half year review345337
– audit of the transition to NZ IFRS 9 and NZ IFRS 15497
– additional fees paid for FY18 annual audit billed in 201975-
– direct expenses associated with performance of the audit (eg. reimbursement
of travel and accommodation costs)
518
Total audit and review fees
474362
– tax compliance: annual tax return2525
– other tax advisory services93
– other assurance services related to the Company's ERP system-10
– tax advisory services in relation to the Company's Executive Share Scheme-41
– treasury policy review
24-
Total non-audit fees
5879
532441
E5: RELATED PARTY AND SHARE BASED PLANS
The Group has related party relationships with its controlled entities and with key management personnel.
The subsidiaries in the Group are:
20192018
SubsidiariesPrincipal ActivityBalance DateHoldingHolding
Steel & Tube New Zealand LimitedNon-trading30 June100%100%
Composite Floor Decks Holdings LimitedNon-trading30 June100%100%
Studwelders LimitedNon-trading30 June100%100%
S & T Plastics LimitedNon-trading30 June100%100%
S & T Stainless LimitedStainless Distributor30 June100%100%
Manufacturing Suppliers LimitedFastenings Distributor30 June100%100%
Composite Floor Decks LimitedFloor Decking Installer30 June100%100%
Transactions with Key Management Personnel
20192018
$000 $000
Short-term benefits3,3082,591
Termination benefits282972
Share-based benefits
-270
3,5903,833
The Key Management Personnel are the Non-Executive Directors and Executive Management. Included in short-
term benefits are Directors’ fees of $504,375 (2018: $477,500), of which $30,000 relates to additional fees paid to
directors in FY19 for attendance at special board meetings and takeover committee meetings held in response
to the unsolicited, non-indicative offer from Fletcher Building Limited. Fees paid were scaled back to be within
the pool available for additional fees.
NOTES – SECTION E
OTHER
59
Executive Share Plan 2003
The Executive Share Plan offered certain personnel an opportunity to subscribe for rights to Company shares, as
directed by the Board. Vesting of the rights occurs upon achieving certain service and non-market performance
conditions in addition to Board-approved targets, based on total shareholder returns, after a minimum of three
years to a maximum of five years from grant date and vest as equity. The rights to shares are equity settled.
Whilst no further Rights will be issued relative to the Executive Share Plan 2003, it will continue to operate until
such time as the prior years’ Rights that have been granted are either vested and exercised, forfeited or lapse,
in accordance with that plan's rules. At 30 June 2019 there were two employees remaining with Rights available
under the Executive Share Plan 2003.
Performance Rights Plan 2017
In February 2018 a new Executive share plan was approved by the Board, known as the Performance Rights Plan
2017 (PRP). The performance period for this scheme runs for 3 years and comprises two performance conditions
(50% each) as follows:
a) The Benchmark Comparator (BC) ranks the Company’s Total Shareholder Return (TSR) relative to the TSR of the
NZX 50 Index securities.
– Where the Company TSR equals the 50th percentile TSR of the Index Companies over the Performance
Period, 50% of (BC) Performance Rights will vest.
– Where the Company TSR equals or exceeds the 75th percentile TSR of the Index Companies over the
Performance Period, 100% of (BC) Performance Rights will vest.
– Where the Company’s TSR over the Performance Period exceeds the 50th percentile TSR of the Index
Companies but does not reach the 75th percentile, then between 50% and 100% of the (BC) Performance
Rights, will vest as determined on a linear pro-rata basis.
b) The Absolute Comparator (AC) ranks the Company’s TSR relative to the Company’s Cost of Equity (CoE) plus a
premium of 2% annualised and compounding.
– Where the Company TSR is less than or equal CoE no (AC) Performance Rights will be vested
– Where the Company TSR is greater than CoE but less than (CoE) + 2%, 50% of (AC) Performance Rights will
vest
– Where the Company TSR is equal to or greater than CoE + 2%, 100% of (AC) Performance Rights will vest
Performance Rights are only able to be exercised after completion of the three year performance period,
providing and only to the extent that the performance conditions, and other relevant service and non-market
performance conditions, have been satisfied. Any Benchmark and Absolute Comparator Performance Rights that
do not vest at the Measurement Date will lapse.
60
STEEL & TUBE ANNUAL REPORT 2019
During the year the following movements of rights to shares occurred in accordance with the rules of the share
plans:
No. of Rights
Available
2019
No. of Rights
Available
2018
Opening Balance5 67, 2 2 11,102,558
New Shares Granted1,12 3 , 3 61371,366
Rights Forfeited or Lapsed(411,7 9 3)(728,765)
Rights Exercised
-( 17 7,9 3 8 )
To t a l
1,278,7895 67, 2 2 1
Rights Performance Conditions
Start Dates
Expiry date
Issue date
fair value
Total Rights
Issued
Rights
available
30 June 2019
Rights
available
30 June 2018
1 July 2013 - 2003 Tranche 1130/06/2018$ 3 .1 0303,74 0-5,355
1 July 2014 - 2003 Tranche 1230/06/2019$2.852 8 8 ,7112,40710,623
1 July 2015 - 2003 Tranche 1330/06/2020$2.66493,4 416,84640,200
1 July 2016 - 2003 Tranche 1430/06/2021$2.21445,59613, 24 8139,67 7
1 September 2017 - PRP Tranche 11/09/2020$2.09371,366224,662371,366
12 September 2018 - PRP Tranche 212/09/2021$1.20
1,16 0 , 2 0 41,031,626-
To t a l
2 ,759,3181,278,7895 67, 2 2 1
The fair value of rights is determined using a Monte Carlo share price simulation model. The significant inputs
into the model for shares granted during the period were the market share price at grant date, an exercise price
of zero (as shares are issued to the employees at nil consideration on vesting), volatility of 33.1%, expected option
life of between 1 and 3 years and an annual risk free interest rate of 1.91%. Volatility has been calculated based on
the annualised volatility for the three years prior to the rights issue.
Both the Executive Share Plan 2003 and the Performance Rights Plan 2017 are considered to be equity-
settled schemes under NZ IFRS 2 and the vesting conditions for both schemes include both service and
performance conditions.
Executive Share Plan 2003
The Board appoints a Trustee to administer the 2003 plan. The cost associated with this plan is
measured at fair value at grant date and is recognised as an expense in profit or loss over the vesting
period, with a corresponding entry to the reserve in equity. The estimate of the number of rights for
which the service conditions are expected to be satisfied is revised at each reporting date, with any
cumulative catch-up adjustment recognised in profit or loss in the period that the change in estimate
occurred. Any rights not vested after the expiry of five years are cancelled. Shares purchased in this
plan are recognised as treasury shares until they are distributed.
Performance Rights Plan 2017
The cost associated with this plan is measured at fair value at grant date and is recognised as an
expense in profit or loss over the vesting period, with a corresponding entry to the reserve in equity.
The estimate of the number of rights for which the service conditions are expected to be satisfied is
revised at each reporting date, with any cumulative catch-up adjustment recognised in profit or loss in
the period that the change in estimate occurred. Any rights not vested after the expiry of three years
are cancelled.
KEY POLICY
NOTES – SECTION E
OTHER
61
E6: FINANCIAL INSTRUMENTS
Financial
assets at
amortised
cost*
Derivatives
for hedging
at fair value
Financial
liabilities at
amortised cost
2019
$000$000$000
Cash and cash equivalents9,010--
Trade and other receivables excluding prepayments88,211--
Derivative financial instruments
1
-120-
Total financial assets
9 7, 2 2 1120-
Borrowings--24,000
Trade and other payables--42 ,914
Derivative financial instruments
1
-263-
Total financial liabilities
-26366,914
2018
Cash and cash equivalents5,584--
Trade and other receivables excluding prepayments88,235--
Derivative financial instruments
1
-1,271-
Total financial assets
93,8191,271-
Borrowings--10 9,9 3 5
Trade and other payables--4 4,615
Derivative financial instruments
1
-17-
Total financial liabilities
-17154,550
* (2018: Loans and receivables)
1
Derivative financial instruments are measured at fair value calculated using forward exchange rates that are quoted in an active market
(Level 2 of the fair value hierarchy).
E7: FINANCIAL ASSETS
The Group classifies its non-derivative financial assets as being measured at amortised cost, including any
expected credit loss allowance provisions. They are included in current assets, except for those with maturities
greater than 12 months after the end of the reporting period, these are classified as non-current assets. The
Group’s non-derivative financial assets comprise trade and other receivables and cash and cash equivalents.
Derivatives are measured at fair value. The portion of any fair value movement that is an effective hedge is
measured in other comprehensive income, but any ineffective portion is included in profit or loss.
Management determines the classification of the assets at the initial recognition and re-evaluates the
designation at each reporting date based on the business model and whether cash flows represent solely
payments of principal and interest.
Purchases and sales of financial assets are recognised on the date the Group has committed to the transaction.
De-recognition of financial assets occurs when the rights to receive cash flows have expired or the Group has
transferred substantially all the risks and rewards of ownership.
62
STEEL & TUBE ANNUAL REPORT 2019
E8: LAND AND BUILDINGS
This note provides information on the key inputs used in determining the fair value of land & buildings.
The Group has measured its land & buildings at fair value. These are Level 3 on the fair value hierarchy.
The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the
reporting period. There were no transfers between any levels during the year.
The movements in Level 3 items during the period are shown in the table in section C1.
The following table summarises the quantitative information about the significant unobservable inputs used in
recurring Level 3 fair value measurements. The relationship of all these unobservable inputs to fair value is that
the higher they are, the lower the fair value
DescriptionUnobservable inputs
Range of inputs
(from valuation reports)
2019
Range of inputs
(from valuation reports)
2018
Owned land & buildingsDiscount rate7.50% – 9.75%7.25% – 9.84%
Terminal yield6.80% – 9.52%7.50% – 9.0%
Capitalisation rate6.60% – 8.50%7.0% – 8.50%
E9: SUBSEQUENT EVENTS
On 22 August 2019 the Board declared a fully imputed dividend of 1.5 cents per share (2018: Nil) or $2.49m (2018:
Nil) and a supplementary dividend to non-resident shareholders of 0.26 cents per share. The dividends will be
paid to shareholders on 27 September 2019.
E10: OTHER ACCOUNTING POLICIES
Basis of consolidation
The Group applies the acquisition method to account for business combinations. The Group financial statements
comprise the financial statements of Steel & Tube Holdings Limited and its controlled entities (subsidiaries)
(see Note E5). The financial statements of subsidiaries are prepared for the same reporting period as the parent
company, using consistent accounting policies.
The Group controls an entity when the Group is exposed to, or has rights to variable returns from its involvement
with the entity and has the ability to affect those returns through its power to direct the activities of the entity.
Subsidiaries are consolidated from the date on which control is transferred to the Group and deconsolidated
from the date control ceases.
Consideration transferred is the fair value of assets transferred, liabilities incurred to the former owners of the
acquiree and equity interests issued by the Group. Consideration transferred also includes the fair value of
any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and
liabilities (including contingent liabilities) assumed in a business combination are measured initially at their fair
values at acquisition date.
All inter-company transactions and balances between Group companies are eliminated.
Foreign currency
Transactions in foreign currencies are translated at the foreign exchange rate at the date of the transaction.
Gains and losses resulting from the settlement of such transactions and from translation of monetary assets and
liabilities at balance date are recognised in profit or loss except when deferred in equity as qualifying cash flow
hedges. The Group’s hedging largely comprises cash flow hedges for future purchases of inventory. The Group’s
current practice is to recognise the accumulated gains or losses on the hedging instrument / derivative against
the carrying value of the inventory when inventory is recognised.
NOTES – SECTION E
OTHER
63
Accounts payable policy
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using
the effective interest method.
Derivatives - Cash flow hedge
The Group uses derivative financial instruments to hedge its exposure to foreign exchange risks and interest
risk arising from operational, financing and investing activities. In accordance with its Treasury Policy, the Group
does not hold or issue derivative financial instruments for trading purposes. Derivative financial instruments
are recognised initially at fair value on the date a derivative contract is entered into. Subsequent to initial
recognition, derivatives are re-measured at fair value.
The Group designates certain derivatives as hedges of a highly probable forecast transaction (cash flow hedge).
The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognised in
equity. The gain or loss on the ineffective portion is recognised in profit or loss in other gains/(losses).
When the hedged item is a non-financial asset (for example, inventory or property, plant and equipment) the
amount recognised in equity is transferred to the carrying amount of the asset when it is recognised. In other
cases the amount recognised in equity is transferred to profit or loss in the same period the hedged item is
recognised in the Statement of Profit or Loss and Other Comprehensive Income. If the hedging instrument no
longer meets the criteria for hedge accounting, expires, is sold, terminated or is exercised, any cumulative gain
or loss previously recognised in equity remains in equity until the forecast transaction is ultimately recognised in
profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss reported in
equity is immediately transferred to profit or loss within other gains/(losses).
Derivative financial instruments are classified as current assets if expected to be settled within 12 months;
otherwise, they are classified as non-current.
Impairment of non-financial assets
Assets that have indefinite useful lives that are not subject to amortisation and intangible assets not yet
available for use are tested annually for impairment. Assets (including intangibles and property, plant and
equipment) subject to amortisation and depreciation are reviewed for impairment whenever events or changes
in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognised for the
amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the
higher of an asset’s fair value, less costs to sell and value in use. For the purposes of assessing impairment, assets
are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
Adoption status of relevant new financial reporting standards and interpretations
There following new standards were adopted by the Group for the year ended 30 June 2019:
– NZ IFRS 9 Financial Instruments
– NZ IFRS 15 Revenue from Contracts with Customers
There are no other new standards or amendments to standards applicable to the Group for the year ended 30
June 2019.
64
STEEL & TUBE ANNUAL REPORT 2019
NZ IFRS 9: Financial Instruments (Effective date: periods beginning on or after 1 January 2018)
Changes in accounting policies
NZ IFRS 9, as it relates to the Group, replaces the provisions of NZ IAS 39 Financial Instruments: Recognition and
Measurement (NZ IAS 39) that relate to the recognition, classification, measurement and impairment of financial
assets. The adoption of NZ IFRS 9 from 1 July 2018 resulted in changes in accounting policies and adjustments
to the amounts recognised in the financial statements. The new accounting policies are set out in the sections
below, along with the impact on the financial statements.
The Group has applied NZ 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
NZ IFRS 9 impacts the classifications of the following financial assets:
• Cash and cash equivalents
• Trade receivables
• Other receivables
Until 30 June 2018, the Group classified its financial assets as loans and receivables under NZ IAS 39. From 1 July
2018, the Group classifies its financial assets as being measured at amortised cost. There is no change in the
measurement of the financial assets as a result of the reclassification. The Group’s accounting policy in respect of
the classification and measurement of its financial assets is outlined in Notes B2 and E7.
The new hedge accounting rules align the accounting for hedging instruments more closely with the Group’s
practices. The Group’s hedging is restricted to cash flow hedges for future purchases of inventory. The Group’s
current practice is to recognise the accumulated gains or losses on the hedging instrument / derivative against
the carrying value of the inventory when inventory is recognised which is the prescribed practice under NZ
IFRS 9. As is permissible under NZ IFRS 9, on transition the Group has elected to continue to apply the hedge
accounting requirements of NZ IAS 39 for all its hedging relationships instead of the hedge accounting
requirements of NZ IFRS 9.
There is no impact on the Group’s accounting for financial liabilities, as the new requirements only affect the
accounting for financial liabilities that are designated at fair value through profit or loss and the Group does
not have such liabilities. The derecognition rules have been transferred from NZ IAS 39 Financial Instruments:
Recognition and Measurement and have not been changed.
Impairment of Financial Assets
The impact of adoption of NZ IFRS 9 for Steel & Tube relates largely to financial assets and the expected credit
loss associated with those assets, with the primary impact being on the impairment calculation for Trade
receivables. The Group previously used a provision matrix where Trade receivables were grouped based on past-
due basis, and utilised the NZ IAS 39 incurred credit loss model where recognition of credit losses was based on
the occurrence of a specific trigger event.
The new impairment model requires the recognition of impairment provisions based on expected credit losses
(ECL) rather than only incurred credit losses as is the case under NZ IAS 39. This requires Trade receivables to be
grouped based on different customer attributes and different historical loss patterns. The model is then updated
with current and forward looking estimates.
From 1 July 2018, the Group assesses on a forward looking basis the expected credit losses associated with its
financial assets carried at amortised cost.
NOTES – SECTION E
OTHER
65
Trade receivables
The Group has analysed its Trade receivables balances using three different characteristics and calculated the
ECL allowance by considering the impact of each:
Consideration/Judgements
Baseline/AgingThe Group’s “baseline” expectation for credit loss is informed by past experience and the
aging profile of the balances, applying an increasing expected credit loss estimate as the
balance ages incorporating forward looking information, such as forecasted economic
conditions. This expectation incorporates any available objective evidence that the
customers will not be able to pay their debts when due, including significant financial
difficulties of customers and the probability of entering receivership, administration or
liquidation.
SectorThe Group has considered the credit risk related to the market sector that the customers
operate in and has made an adjustment to the ECL allowance base on assessment of the
respective financial strength of each industry sector.
RegionThe Group has considered the credit risk of its trade receivables portfolio based on the
respective financial strength of each geographic region, and has made an adjustment to
the baseline ECL allowance to reflect this.
The ECL allowance for Trade receivables as at 1 July 2018 was determined as follows:
Current
Within
1 Month1 - 2 Months
Beyond 2
MonthsTotal
$000$000$000$000
Gross carrying amount 68,5848,0283,0288,3098 7,9 4 9
Baseline/Aging 3431612263,2353 ,96 5
Region (10)(5)(7)(96)(118)
Sector
(1) - (1)(8)(10)
Expected credit loss allowance
3321562183,1313,837
The expected credit loss allowance for Trade receivables at 30 June 2018, as reported in the 30 June 2018
financial statements, reconciles to the opening loss allowance on 1 July 2018 as follows:
Loss allowance for Trade receivables:
$000
At 30 June 2018 – calculated under NZ IAS 392,98 0
Amounts restated through opening retained earnings (before tax)*
857
Opening loss allowance as at 1 July 2018 – calculated under NZ IFRS 9
3,837
* $617k net of $240k of Deferred Tax (see Note A4)
Cash and Other receivables
While Cash and cash equivalents and other receivables are subject to the impairment requirements of NZ IFRS 9,
the identified impairment loss was deemed to be immaterial.
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STEEL & TUBE ANNUAL REPORT 2019
NZ IFRS 15 Revenue from Contracts with Customers – impact of adoption
The new NZ IFRS 15 standard addresses recognition of revenue. It replaces the current revenue recognition
guidance in NZ IAS 18 Revenue and NZ IAS 11 Construction Contracts. The new standard is based on the principle
that revenue is recognised when control of a good or service transfers to a customer.
Previously under NZ IAS 18 Revenue and NZ IAS 11 Construction Contracts, revenue was recognised when the
significant risks and rewards of ownership had been transferred to the customer or when the services had been
performed.
The Group has adopted NZ IFRS 15 from 1 July 2018 which has resulted in changes in accounting policies relating
to the recognition of revenue. The Group applied the modified retrospective approach for the transition to NZ
IFRS 15 and as such no comparative information has been restated.
Following a detailed review of the Group’s various revenue streams using the five-step model outlined in NZ IFRS
15, the Group concluded that the implementation of NZ IFRS 15 has no material impact on revenue recognition.
The details of the review process are outlined below. Accounting policies have been amended to ensure that the
five-step model, as outlined in NZ IFRS 15, is applied consistently to revenue recognition across the Group.
To assess the impact of NZ IFRS 15 on the Group, the Group has segregated the Group’s revenue streams into
three portfolios of contracts:
– Cash or credit supply sales;
– Supply and installation sales; and
– Supply only sales.
For each contract portfolio, the five-step method was applied to assess the impact on revenue recognition.
The five-step method for recognising revenue involves consideration of the following:
1. Identifying the contract with the customer
2. Identifying performance obligations
3. Determining the transaction price
4. Allocating the transaction price to distinct performance obligations
5. Recognising revenue
NOTES – SECTION E
OTHER
67
The table below provides further information on the application of NZ IFRS 15 across the Group.
Contract
PortfolioDescriptionKey judgementsOutcomeTiming of Recognition
Cash or
Credit
Supply Sales
Any sales from
individual orders
without a formal
written contract
No major judgement
required
There is one performance
obligation, being the supply of
the product
Point in time
Revenue is recognised at point of
sale when the product is delivered
Supply and
Installation
Sales
Any contracts that
contain supply
and installation
performance
obligations
Determining whether
or not the supply
and installation
components are
“distinct” within the
context of the contract
There are two performance
obligations, being supply of
the product and installation of
the product
Installation of the product
is considered a distinct
performance obligation as
supply only contracts are also
available on a stand-alone
basis
Point in time
Revenue relating to the supply
performance obligation follows
the same recognition process as
for the ‘Supply Only Sales’ contract
portfolio.
Over time
Installation of the product
enhances an asset controlled by
the customer as the installation
is completed. Revenue relating
to the installation performance
obligation is recognised on a stage
of completion basis based on the
input of labour costs, as this is
corresponds directly with the value
to the customer of the Group’s
performance completed to date.
Supply Only
Sales
Any contracts/sales
agreements that only
have supply of steel
product clauses
Determining whether
each act of supply
should be treated as a
separate performance
obligation within the
contract.
There is one performance
obligation, being the act of
the supply. Irrespective of how
many supply events occur,
the products supplied are
all highly interrelated in that
they all are required for the
same construction project,
and therefore represent
a series of distinct supply
events which are substantially
the same and use the same
method to measure progress
towards completion. They
are therefore accounted
for as a single performance
obligation.
Over time
The products supplied are required
to be modified to a significant
extent and do not create an
asset with an alternative use
to the Group. The Group has
a right to consideration from
the customer in an amount that
corresponds directly with the value
to the customer of the Group’s
performance completed to date.
Revenue relating to Supply Only
Sales is recognised in the amount
to which the Group has a right to
invoice under the terms of the
contract.
In terms of impact to the presentation of the financial statements, NZ 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 method of revenue recognition was most appropriate. Therefore, revenue is disaggregated between
the operating segments as amounts recognised at a point in time and over time. This is as outlined in Note A3.
The Group has also utilised the practical expedients specified in NZ IFRS 15 in respect of the requirement to
disclose the transaction price allocated to unsatisfied (or partially unsatisfied) performance obligations, where
the contract has an original expected duration of one year or less, or where the Group has applied the practical
expedient to recognise revenue at the amount to which it has a right to invoice, which corresponds directly to
the value to the customer of the Group’s performance completed to date. Any volume-based rebates extended
to customers by the Group are recognised as a deduction from revenue, in line with the pattern of transfer of
control of the relevant good or service to the customer, where payment is deemed to be highly probable.
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STEEL & TUBE ANNUAL REPORT 2019
New accounting standards not yet adopted
NZ IFRS 16 Leases
NZ IFRS 16, ‘Leases’, replaces the current guidance in NZ IAS 17. Under NZ IAS 17, a lessee was required to make
a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16
now requires a lessee to recognise a lease liability reflecting future lease payments and a ‘right-of-use asset’ for
all lease contracts (subject to the application of allowable practical exemptions), similar to how finance leases are
accounted for currently under NZ IAS 17.
The Statement of Profit or Loss and Other Comprehensive Income will also be impacted by the recognition of an
interest expense and a depreciation expense, as well as the removal of the current operating lease expense. The
impact on net profit before tax of an individual lease over its term remains the same, however the application of
NZ IFRS 16 is expected to result in a higher total depreciation and interest expense in the early years of a lease,
and a lower expense in later years when compared with the current straight-line operating lease expense.
The Group will apply NZ IFRS 16 from 1 July 2019. The Group intends to adopt the simplified transition approach
and will not restate comparative amounts for the period prior to first adoption. The Group has undertaken
a significant project to facilitate the adoption of NZ IFRS 16. This has included the implementation of a lease
management and accounting system to maintain all of the Group’s lease data and to calculate the value of right-
of-use-assets, lease liabilities, depreciation expenses and finance expenses based on this data.
The Group has significant lease obligations and therefore adoption of NZ IFRS 16 will have a material impact on
the Balance Sheet and Statement of Profit or Loss and Other Comprehensive Income. Adoption will impact the
following line items in the Balance Sheet and Statement of Profit or Loss and Other Comprehensive Income:
Balance Sheet
– Recognition of a right of use asset;
– Recognition of a lease liability; and
– Adjustment in opening retained earnings.
Statement of Profit or Loss and Other Comprehensive Income
– Decrease in operating leases expense;
– Increase in depreciation and amortisation expense; and
– Increase in finance costs (interest expense).
NOTES – SECTION E
OTHER
69
The Group has a number of categories of operating leases, including:
• Property leases - The Group has a variety of property leases across its national network of branches and
processing facilities. The majority of the impact from the adoption of NZ IFRS 16 will be as a result of these
property leases given their high value and comparative length of the leases (which under NZ IFRS 16 includes
rights of renewal that are reasonably certain to be exercised). Where the Group has entered into sub-leases in
respect of its property leases, each sub-lease will be assessed under the new standard to determine if it qualifies
as a finance lease or an operating lease under NZ IFRS 16;
• Motor vehicle leases - The Group leases motor vehicles for staff use in sales and day-to-day operations;
• Equipment leases - The Group leases certain equipment for use in its distribution, manufacturing and
warehousing activities. This includes material handling equipment such as forklifts and pallet trucks; and
• Other leases - other leases includes the lease of assets such as IT equipment, photocopiers and other plant or
office equipment.
The Group intends to utilise the recognition practical expedients specified in NZ IFRS 16 in respect of short-term
and low value leases where appropriate. The amount of the asset and liability that the Group will recognise upon
adoption of NZ IFRS 16 will be determined by the lease commitments at the time of adoption, subject to the
application of these practical exemptions.
Key Judgements and Assumptions
On adoption of NZ IFRS 16 there are a number of key judgements required. These include:
– Determining the lease term, including when any rights of renewal or termination are reasonably certain to be
exercised;
– The calculation of minimum contractual lease payments; and
– The calculation of the discount rate applicable to each lease.
Estimated Financial Impact on Adoption
The Group has performed an assessment on the impact of adoption of NZ IFRS 16 based on the active leases as at
30 June 2019.
On transition as at 1 July 2019, the estimated impact on the statement of financial position is:
– an increase in total assets of $102m;
– an increase in total liabilities of $113m; and
– a decrease in retained earnings of $11m.
Additionally, based on the active leases as at 30 June 2019, the Group has estimated the following impact on the
statement of profit or loss and other comprehensive income for the year ended 30 June 2019:
– a decrease in operating expenses of $5.7m, which represents a decrease in operating lease expenses of
$18.3m partially offset by an increase in depreciation on right of use assets of $12.6m; and
– an increase in lease interest expense of $7.2m.
This would result in an increase in EBIT of $5.7m but a decrease in profit before tax of $1.5m. This is primarily
because of the size and long-term nature of the Group’s property leases, with depreciation and interest expense
being higher in the earlier years of these leases and therefore exceeding the current operating lease expense for
these leases.
The above has no net impact on the cash flows of the Group and the change is for financial reporting purposes
only.
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STEEL & TUBE ANNUAL REPORT 2019
The estimated impact of the adoption of NZ IFRS 16 on the statement of financial position as at 1 July 2019 is set
out below:
Reported
30 June 2019
Adoption of
NZ IFRS 16
Restated
1 July 2019
$000$000$000
Current assets
Cash and cash equivalents9,010-9,010
Trade and other receivables90,734-90,734
Inventories11 3,96 2-11 3,96 2
Income tax receivable1-1
Derivative assets
120-120
213,827-213,827
Non-current assets
Deferred tax assets3,3804,3327, 7 1 2
Property, plant and equipment52,034-52,034
Right-of-use assets-9 7, 7 1 89 7, 7 1 8
Intangibles
56,9 2 2-56,9 2 2
112,336102,050214,386
Total assets
326,163102,050428,213
Current liabilities
Trade and other payables41,079(179)4 0,90 0
Provisions4,221(274)3,947
Short term lease liabilities-11,61311,613
Derivative liabilities
263-263
45,56311,16056,723
Non-current liabilities
Trade and other payables1,835(1,835)-
Long term lease liabilities-104,172104,172
Borrowings24,000-24,000
Provisions
864(307)557
26,699102,030128,729
Equity
Share capital156,669-156,669
Retained earnings94,142(11,140)83,002
Other reserves
3,090-3,090
2 5 3,901(11,140)242,761
Total equity and liabilities
326,163102,050428,213
NOTES – SECTION E
OTHER
71
PricewaterhouseCoopers, PwC Centre, 10 Waterloo Quay, PO Box 243, Wellington 6140, New Zealand
T: +64 4 462 7000, pwc.co.nz
Independent Auditors’ Report
to the shareholders of Steel & Tube Holdings Limited
We have audited the financial statements, which comprise:
● the balance sheet as at 30 June 2019;
● the statement of profit or loss and other comprehensive income for the year then ended;
● the statement of changes in equity for the year then ended;
● the statement of cash flows for the year then ended; and
● the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the financial statements of Steel & Tube Holdings Limited (the Company), including its
subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as
at 30 June 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 the Auditor’s responsibilities for the audit of the financial statements section of
our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the 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 tax compliance services, other tax
advisory services and treasury policy review. The provision of these other services has not impaired
our independence as auditor of the Group.
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STEEL & TUBE ANNUAL REPORT 2019
Our audit approach
Overview
An audit is designed to obtain reasonable assurance whether the financial
statements are free from material misstatement.
Overall Group materiality: $2.49 million, which represents approximately 0.5%
of revenue.
We chose revenue as the benchmark for our materiality as we consider this is an
appropriate, and more stable measure of performance of the Group than net
profit.
The following have been determined as key audit matters:
● Impairment testing of the Group’s assets
● Assessment of the net realisable value (NRV) of inventory
● Existence of inventory
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 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 financial statements as a whole.
Audit scope
We designed our audit by assessing the risks of material misstatement in the 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 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. We have performed
testing at a level lower than overall materiality as we have disaggregated overall Group materiality
across the Group.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
INDEPENDENT
AUDITORS’ REPORT
73
Key audit matter How our audit addressed the key audit matter
Impairment testing of the Group’s assets
The risk that the Group’s assets may be materially
impaired is considered a Key Audit Matter, due to:
● the existence of indicators of impairment, and
● the high level of management judgment
required to estimate the future results of the
Group and the discount rate used to determine
the value-in-use (VIU) of the cash generating
units (CGUs).
Where the CGU contained goodwill, the Group has
prepared discounted cash flow valuations on a VIU
basis. Where an indicator of impairment exists for
a CGU without goodwill, the Group has considered
the fair value less costs of disposal of assets held
by these CGUs. A Group wide VIU impairment test
was also performed.
The Group included forecast cash flow
improvements from implemented performance
improvement projects in the Group, the S&T Wire
CGU VIU and the S&T Roll forming CGU VIU
calculations.
The Group concluded that the assessments
performed supported the carrying value of the
Group’s assets. In their sensitivity analysis,
management identified that there were
assumptions for which a reasonably possible
change would cause the carrying amount to exceed
the recoverable amount. These assumptions,
together with the changes that would be required
in order for the recoverable amount to be equal to
the carrying amount, have been disclosed in note
C2.
Assessment of indicators of impairment
For CGUs not containing goodwill, we considered and
challenged the Group’s assessment of whether indicators of
impairment existed. This included assessing internal and
external information, including factors such as the
performance of the CGU against budget and prior year.
We assessed the appropriateness of the fair value less costs
of disposal of assets held by CGUs without goodwill, where
an indicator of impairment existed. We considered the
nature of these assets and the marketability of significant
property, plant and equipment by obtaining evidence of the
nature and age of these assets and historical experience.
Calculating the recoverable amount
In assessing the appropriateness of the VIU calculations, we:
● tested the mathematical accuracy of the valuation model
● assessed forecast cash flows by comparing them to
historical information, and agreeing cash flows to Board
approved budgets;
● considered the reasonableness of the Group’s discount
rate by comparison to a discount rate developed by our
internal valuation expert; and
● assessed the Group’s forecasting accuracy by comparing
historical forecasts to actual results.
In considering the appropriateness of including forecast
cash flow improvements from implemented performance
improvement projects in the VIU calculations, we
considered evidence supporting implementation of these
projects and that management are committed to their
completion. We:
● considered project management and reporting tools to
track the status and benefits realised from the
initiatives;
● assessed the historic results of initiatives to assess
expectation for future projects and confirm significant
projects had already commenced as at 30 June 2019;
● considered communication and decisions made by the
Board, including those communicated to the market;
and
● inquired of management throughout the business.
Because of the subjectivity involved in valuing CGUs, there
is a range of values, which can be considered reasonable,
considering the level of estimation uncertainty inherent in
the New Zealand market, when evaluating the carrying value
of a CGU. Based on the above procedures there were no
matters to report.
74
STEEL & TUBE ANNUAL REPORT 2019
Key audit matter How our audit addressed the key audit matter
Assessment of the net realisable value (NRV) of
inventory
The Group has inventory of approximately $114
million as at 30 June 2019, with a provision for
write-down of $1.4 million.
The Group is required to hold inventory at the
lower of cost and NRV. This is a Key Audit Matter
as significant judgment is required to determine
the NRV of slow moving and aged inventory, given
its limited sales history.
The Group’s estimate of NRV considered:
● the most recent achieved sales price for each
Stock Keeping Unit (SKU), and
● management judgment of the current
realisable value for each SKU.
Disclosure of the Group’s inventory valuation
assessment is included in note B1.
We assessed management’s process for identifying inventory
categories for impairment consideration. This included
undertaking procedures to assess the accuracy of reports
used by management, including recalculating the amount of
slow moving inventory as at 30 June 2019.
We assessed the reasonableness of the Group’s estimate of
NRV by performing the following procedures:
● inquired of supply chain personnel to understand and
corroborate the assumptions applied in estimating
inventory provisions;
● attended stock counts to assess controls to identify
obsolete and damaged stock; and
● assessed the accuracy of previous NRV estimates by
reviewing the utilisation of the Group’s prior year NRV
provision.
Where the Group assessed that a provision was not required
for slow moving and aged inventory, we obtained, on a
sample basis, evidence to support or challenge this
assessment. Evidence obtained included:
● invoices detailing recent sales transaction prices, and /
or
● inquiry of supply chain personnel to understand the
demand for the inventory.
Based on the above procedures there were no matters to
report.
Existence of inventory
The existence of inventory was considered a Key
Audit Matter because of the Group’s:
● high volume and value of inventory;
● large number of inventory locations;
● significant inventory adjustments in the prior
year ended 30 June 2018; and
● the significant effort required to complete
procedures to obtain sufficient audit evidence
of the existence of inventory.
Disclosure of the Group’s stock count programme
is included in note B1.
We performed a number of procedures to address the risk
that inventory did not exist. These procedures included
attending inventory counts at an increased number of
locations to assess the appropriateness of the Group’s count
procedures, the accuracy of counting, and the accuracy of
recording of adjustments.
We determined which count locations to attend based on
our assessment of risk, including:
● the volume and value of inventory held at locations;
● the extent of prior year inventory adjustments; and
● the extent of past compliance with the Group’s cycle
count programme.
We also tested the reconciliation of the inventory counted to
the quantity recorded in the inventory sub-ledger.
To assess whether materially all inventory had been counted
during the year, we compared reports detailing inventory
counted to the inventory listing at 30 June 2019.
Based on the above procedures there were no matters to
report.
INDEPENDENT
AUDITORS’ REPORT
75
Information other than the financial statements and auditor’s report
The Directors are responsible for the annual report. Our opinion on the 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 financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the 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 financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial
statements in accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due
to fraud or error.
In preparing the 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 financial statements
Our objectives are to obtain reasonable assurance about whether the 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 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 Chris Barber.
For and on behalf of:
Chartered Accountants Wellington
22 August 2019
76
STEEL & TUBE ANNUAL REPORT 2019
GOVERNANCE
Corporate governance at Steel &
Tube is predicated on high standards
of ethics and performance, and is
achieved through robust governance
policies, practices and processes
to ensure compliance with the NZX
Listing Rules.
The Board regularly reviews Steel &
Tube’s governance structures and
processes to identify opportunities
for enhancement, ensure they are
consistent with best practice and
reflect Steel & Tube’s operations.
The Board believes that the
company’s corporate governance
framework materially complies with
the NZX Corporate Governance
C o d e 2019.
Further work is being undertaken in
some areas to ensure full compliance
with the Code and our progress is
explained below. A summary of Steel
& Tube’s governance actions and
performance against each of the
Principles in the Code is detailed on
the following pages.
Easy access to information about
the company, including financial
and operational information and
key corporate governance policies
and charters, is available through
the company’s website at https://
steelandtube.co.nz.
CODE OF ETHICAL BEHAVIOUR
Steel & Tube expects its Directors
and staff to act with integrity and
professionalism, and undertake their
duties in the best interests of the
company and taking into account
the interest of shareholders and
other stakeholders. The Board has
adopted a Code of Ethics, which is
available on the company website
and staff intranet.
.
The company Policy Manual also
includes detailed standards of
integrity, conduct and behavior
required of all employees. This forms
part of the new employee induction
programme.
Steel & Tube encourages employees
to speak out if they have concerns.
The avenues for doing so are
detailed in the company’s Whistle
Blowing policy which is on the
company website.
Steel & Tube has an Insider Trading
Policy which, along with the Financial
Markets Conduct Act 2013, imposes
limitations and requirements
on Directors and employees in
dealing in the company’s shares.
These limitations prohibit dealing
in shares while in possession of
inside information and impose
requirements for seeking consent
to trade.
BOARD COMPOSITION AND
PERFORMANCE
The Steel & Tube Board comprises
five independent Directors, who
have significant relevant industry
and market experience, skills and
expertise that are of value to the
company. Profiles of Directors are
available on the company website
and included in the Annual Report.
Directors’ interests are disclosed on
page 88 of the Annual Report.
Susan Paterson and Anne Urlwin
were re-elected to the Board by
shareholders at the Annual Meeting
in October 2018.
The roles and responsibilities of
the Board are detailed in the Board
Charter, which is reviewed at least
every two years and is available on
the company website. The Board’s
primary objective is to enhance
shareholder value and protect the
interests of other stakeholders by
improving corporate performance
and accountability.
The Board has delegated authority
for day to day leadership and
management of the business to the
CEO, who in turn has sub-delegated
authority to other company
management with specified financial
and non-financial limits. A formal
Delegations of Authority Policy
documents delegated authorities
and is reviewed annually by the
Board.
The company has written
agreements with each Director,
outlining the terms of their
appointment.
The Board is satisfied that each
Director has the necessary time
available to devote to the position,
broadens the Board’s expertise and
has a personality that is compatible
with the other Directors.
The Board supports the separation
of the roles of Chair and CEO and
Steel & Tube’s Chair is required to be
an independent Director. Director
independence will be determined
by the NZX Listing Rules and with
regard to the factors described in
the NZX Corporate Governance
Code.
Directors are encouraged to
undertake appropriate training and
education to ensure they remain
current on how to best perform their
duties. In addition, management
provide regular updates on relevant
industry and company issues,
including briefings from senior
executives.
GENERAL
INFORMATION
77
The Board of Directors comprised three females (2018: three) and there were three females (2018: one) on the
leadership team as at 30 June 2019.
1
1
Subsequent to 30 June 2019 one female member of the leadership team has left the Company.
GENDER DIVERSITY AT STEEL & TUBE (% OF FEMALES)
All Directors have access to
executives to discuss issues or obtain
information on specific areas in
relation to matters to be discussed
at Board meetings, or other areas as
they consider appropriate.
The Board Committees and
Directors, subject to the approval
of the Board Chair, have the right
to seek independent professional
advice at the company’s expense,
to enable them to carry out their
responsibilities.
The Board monitors its own
performance and from time to
time receives external reviews
to assess the performance of
individual Directors and the Board’s
effectiveness.
Following a detailed review and
the subsequent refresh completed
in November 2017, the Board
undertook a self-review during FY19.
DIRECTOR APPOINTMENT
Membership, rotation and
retirement of Directors is
determined in accordance with
the Company Constitution and
NZX Listing rules. The Nomination
Committee has delegated
responsibility from the Board to
make recommendations on Board
composition and nominations,
subject to the company
Constitution. The Committee has
developed a skills matrix and takes
into account a number of factors
including qualifications, experience
and skills. Shareholders may also
nominate candidates for election to
the Board.
DIVERSITY
Equality and diversity are
cornerstones of our organisational
culture. We believe that diversity at
Steel & Tube is integral to creating
a collaborative workplace culture,
competitive advantage and, ultimately,
sustainable business success.
Diversity provides us with a
broad range of perspectives and
experience that enhance the quality
and depth of our decision-making,
and helps create a united team
approach across all levels of our
organisation.
Our approach to diversity is outlined
in the Diversity Policy, which is
available on the company website.
Key areas of focus are:
• Recruitment and retention of a
diverse workforce
• Fair and consistent reward and
recognition
• Flexible working arrangements
• Employee engagement
• Agreed standards of conduct and
behaviour
While the company does not have
specific measurable objectives
in place, diversity is monitored
throughout the year against key areas
of focus. A number of initiatives are
in place to support diversity and the
Board believes the principles in the
Policy were adhered to in FY19.
70
60
50
40
30
20
10
0
Lead Team/
Snr Execs
Board of
Directors
Tier 3Customer
Services
Tiers 4,
5 & 6
Warehousing
/Operations
Sales & Bus
Dev roles
Overall
Workforce
2019
2018
60
14
29
21
20
54
5
6
60
29
17
53
20
30
22
21
78
STEEL & TUBE ANNUAL REPORT 2019
BOARD COMMITTEES
The Board has established several
standing committees, each of
which has a Board approved written
charter summarising the role,
responsibilities, delegations and
membership requirements. The
Board regularly reviews the charters
of each Board committee, the
committees’ performance against
those charters and membership
of each committee. The Board
believes that committee charters,
committee membership and roles
of committee members comply
with recommendations in the NZX
Corporate Governance Code.
Current membership of each of
the Board committees is set out on
page 80. Board committees assist
the Board by focussing on specific
responsibilities in greater detail
than is possible in Board meetings.
However, the Board retains ultimate
responsibility for the functions of its
committees and determines their
responsibilities. The Board appoints
the members and chair of each
committee, with the committee
chair reporting committee
recommendations to the Board.
Management attendance at
committee meetings is by invite
only.
In the case of a takeover offer,
Steel & Tube would follow its
takeover protocols including
forming an Independent Takeover
Committee to oversee disclosure
and response and engage expert
legal and financial advisors to
provide advice on procedure. An
Independent Takeover Committee
was formed in FY19 to assist the
Board in considering and responding
to the Fletcher Building Limited,
unsolicited, non-binding, indicative
offer.
REPORTING AND DISCLOSURE
Steel & Tube’s Directors are
committed to keeping investors and
the market informed of all material
information about the company and
its performance, in a timely manner.
In addition to all information required
by law, Steel & Tube also seeks
to provide sufficient meaningful
information to ensure stakeholders
and investors are well informed.
Steel & Tube is committed to
providing accurate, timely, consistent
and reliable disclosure of information
to ensure market participants have
fair access to information that
may impact on its share price. The
company’s Continuous Disclosure
Policy sets out the principles and
requirements of this commitment to
timely disclosures.
For the financial year ended 30 June
2019, the Directors believe that
proper accounting records have been
kept which enable, with reasonable
accuracy, the determination of the
financial position of the Company
and facilitate compliance of the
financial statements with the Financial
Markets Conduct Act 2013. The Chief
Executive and Chief Financial Officer
have confirmed in writing that Steel
& Tube’s external financial reports are
presented fairly in all material aspects.
While Steel & Tube already has
policies that support environmental,
social and governance concerns,
a more detailed framework
for managing exposure to
environmental, economic, social
sustainability and other key risks
is in development. The Company
has identified four pillars which it
believes are essential for the long
term sustainability of the company
and support Steel & Tube’s licence
to operate. These are a commitment
to safety and quality; putting the
customer at the heart of our business;
operational and supply chain
excellence; and supporting a winning
team. Steel & Tube discusses its
strategic objectives and its progress
against these in the Chair and CEO’s
commentary in shareholder reports
and other communications and at
investor events.
REMUNERATION
Remuneration of Directors and
senior executives is the key
responsibility of the Governance
and Remuneration Committee. The
framework for the determination
and payment of Directors’ and
senior executives’ remuneration is
set out in the Remuneration Policy.
External advice is sought on a
regular basis to ensure remuneration
is benchmarked to the market for
senior management positions,
Directors and Board Committee
positions.
Details of Director and Executive
Remuneration in FY19 are provided
on pages 84 to 87.
GENERAL
INFORMATION
79
Steel & Tube’s Board committees as at 30 June 2019 were:
CommitteeRoleIndependent Director
Members
Quality, Health, Safety
and Environment
Assist the Board to meet its responsibilities in relation to the
company’s Quality, Health and Safety (H&S) and Environment
policies and procedures, and legislative compliance
Rosemary Warnock (Chair)
Susan Paterson
Chris Ellis
Audit and RiskAssist the Board in its oversight of the integrity of financial
reporting, financial management and controls, external
audit quality and independence, and the risk management
framework
Anne Urlwin (Chair)
Susan Paterson
Steve Reindler
Governance and
Remuneration
Assist the Board to establish and maintain a strong
governance framework overseeing the management of the
company’s people, remuneration and diversity policies
Steve Reindler (Chair)
Susan Paterson
Anne Urlwin
NominationsAssist the Board in ensuring appropriate Board performance
and composition and in appointing directors
Susan Paterson (Chair)
Anne Urlwin
Rosemary Warnock
Steve Reindler
Chris Ellis
The table below sets out Director attendance at Board and Committee meetings during FY19. Board meetings are
usually held monthly, with other meetings to deal with certain matters arising from time to time being held when
necessary. There was an abnormally high number of meetings in FY19, as the Board managed the response to the
unsolicited, non-binding, indicative offer from Fletcher Building Limited and undertook due diligence for the capital
raising in September 2018. In total, there were an additional five board meetings and four takeover committee
meetings held in relation to the takeover offer and capital raise, which were attended by the majority of Directors.
FY19 MEETING ATTENDANCE
Board
Takeover
Committee
Qualit y,
Health,
Safety &
Environment
Committee
Audit & Risk
Committee
Governance &
Remuneration
Committee
Nominations
Committee
(1)
Total number of Meetings1343422
Susan Paterson1343422
Anne Urlwin1233422
Chris Ellis1243312
Rosemary Warnock1333422
Steve Reindler1340422
1
Met as part of full Board meeting.
80
STEEL & TUBE ANNUAL REPORT 2019
RISK MANAGEMENT
Steel & Tube’s ability to deliver
appropriate returns to its
shareholders requires successful
execution of business strategy and
plans.
The Board of Directors has overall
responsibility for the establishment
and oversight of the Group’s risk
management framework. The
Audit & Risk Committee assists the
Board in overseeing and monitoring
significant business risks and
overseeing management’s processes
to mitigate the identified risks.
Management regularly report to
the Audit & Risk Committee and the
Board on significant business risks
and treatments for those risks.
The Group is exposed to risks from
a number of sources, including
operational, strategic, economic
and financial risks. Steel & Tube’s
Corporate Risk Management System
Framework incorporates policies,
procedures and appropriate internal
controls to identify, assess and
manage areas of significant business
and financial risks. The Group
applies effective risk management
principles across its business units
to ensure risk is identified, assessed,
categorised and ranked to allow the
business to understand its risks.
KEY RISKS
Key risks are assessed on a risk
profile identifying the likelihood of
occurrence and potential severity
of impact. Key risks are managed
with a focus on decreasing the risk
likelihood, and minimising the risk
impact should it occur. Key risk areas
include:
• Operational risk: e.g. health &
safety, product quality, supply
chain, data and systems, business
continuity;
• Strategic risk: e.g. Execution of
strategic initiatives, competitive
environment, technological
change;
• Economic risk: e.g. Market risk,
sector risk; and
• Financial risk: e.g. Business
performance, capital management.
RISK MANAGEMENT PROCESSES
Steel & Tube’s Corporate Risk
Management System Framework
mandates one framework for risk
management to:
• Integrate risk management in line
with the Board’s risk appetite into
structures, policies, processes and
procedures; and
• Deliver regular key risk reviews,
reporting and monitoring.
Key risks are owned by members
of the executive leadership
team. This promotes integration
into operations and planning
and a culture of proactive risk
management. Key risks are reported
to the Audit & Risk Committee
four times per year and as required
by exception. The Audit & Risk
Committee reports to the Board.
Legislative compliance is monitored
across each business unit through
Quantate compliance management
software.
GENERAL
INFORMATION
81
QUALITY, HEALTH, SAFETY AND
ENVIRONMENT
The Board is committed to ensuring
a safe and healthy environment for
all Steel & Tube people and anyone in
the company’s workplaces. Ensuring
Steel & Tube employees and
contractors home safely every day is
the company’s number one priority.
The Board’s Quality, Health, Safety
and Environment (QHSE) Committee
regularly visits the company’s sites
to review health and safety in the
workplace and engage directly with
staff on health and safety matters.
The Committee receives regular
reports on quality processes and
compliance with standards. QHSE
are discussed at all Board meetings.
Quarterly comprehensive health and
safety reports from management are
reviewed by the QHSE Committee.
The reports cover risk management,
lead and lag indicator performance,
reviews of Lost Time Incidents (LTIs),
and Medical Treatment Incidents
(MTIs).
High potential risk incidents are also
recorded and investigated through
a rigorous dig-deeper process
involving the CEO, Line Management
and the individual involved in the
incident to identify root causes and
to eliminate potential risks.
Employee involvement is a key
component of the company’s risk
management framework.
A company-wide health and safety
statistics report is published monthly
and it is analysed to identify lead
and lag indicators trending at
group, divisional and area levels.
This information enables quality
decision making when interventions
are required and it signals the high
priority placed on the importance of
strong safety culture.
The Board of Directors,
Management and all staff actively
review hazards and complete
Behavioural Safety Observations.
A rigorous training schedule ensures
all job specific training requirements
are adhered to.
As illustrated in the table below,
continued safety focus and discipline
has resulted in a 66% reduction in
medical treatment incidents and no
lost time incidents in FY19.
Product quality remains a critical
focus. The company has continued
its partnership with Lloyd's Register
to provide audits of key steel supply
mills. Telarc also completed audits of
Steel & Tube’s systems and renewed
accreditation of its internationally
recognized ISO 9001: 2015 quality
standards. The company has also
continued to complete rigorous
internal audits across all plants.
RoleResponsibilities
Board QHSE
Committee
Oversight of the company’s adherence to QHSE processes and protocols.
Company QHSE
Committee
Chaired by the CEO. Recommends policy and oversees resource allocation and progress against
yearly action plans.
Operational
QHSE
Committee
Comprised of the company’s GM QHSE and operational managers throughout the organisation.
responsible for validating new health, safety, environment and quality policies, initiatives and
actions from a workplace perspective. Additionally, this committee interacts with the businesses
and advises the Quality, Health, Safety and Environment Committee on operational issues that
have the potential to impact health and safety.
Business QHSE
Committees
Representatives from all work groups within an operational facility, including elected representatives.
These facility-based Committees have responsibility for ensuring site compliance with the company’s
QHSE Policies and are responsible for day-to-day health and safety at their facility.
5
4
3
2
1
0
LT I FR
MTIFR
S&T Employee Safety Indicators
12 Month Moving Average Frequency Rates
JulAugSeptOctNovDecJanFebMarAprMayJun
82
STEEL & TUBE ANNUAL REPORT 2019
AUDITORS
External audit
Steel & Tube’s External Auditor
Independence Policy outlines the
Company’s commitment to ensuring
audit independence, both in fact
and appearance, so that Steel &
Tube’s external financial reporting is
viewed as being highly objective and
without bias.
For the year ended 30 June 2019,
PwC was the external auditor for
Steel & Tube. PwC was re-appointed
under the Companies Act 1993 at
the 2018 Annual Meeting. Partner
rotation occurred in FY19.
The Audit and Risk Committee
monitors the ongoing
independence, quality and
performance of the external auditors
and monitors audit partner rotation.
The Committee pre-approves any
non-audit work undertaken by PwC.
The non-audit services in the year
ended 30 June 2019 are set out in
the Annual Report. Those services
were provided in accordance with
the company’s External Auditor
Independence Policy and were
assessed by the Audit and Risk
Committee as not affecting PwC’s
independence. The fees paid for
audit and non-audit services in FY19
is identified on page 59 of the Annual
Report. The external auditors attend
the Annual Shareholders Meeting
each year.
Internal Audit
Steel & Tube operates an out-
sourced internal audit function,
which reports to and is monitored by
the Audit and Risk Committee. KPMG
were appointed internal auditors
during the FY17 year and have
continued to provide this service in
FY19. The Committee approves the
annual internal audit plan, receives
internal audit review reports on
the adequacy and effectiveness of
Steel & Tube’s internal controls and
monitors the implementation of
KPMG’s recommendations arising
from its review findings.
SHAREHOLDER RIGHTS AND
RELATIONS
The Board is committed to open and
regular dialogue and engagement
with shareholders. Easy access to
information about the performance
of Steel & Tube is available through
the Investor Centre on company’s
website at https://steelandtube.
co.nz/investor-centre.
Steel & Tube’s investor relations
programme includes semi-annual
post-results briefings with investors,
analysts and investor meetings,
and earnings announcements. The
programme is designed to provide
shareholders and other market
participants the opportunity to
obtain information, express views
and ask questions.
The company endeavours to make it
easy for shareholders to participate
in annual meetings, which are held in
main centres and also streamed live
online. Shareholders are able to ask
questions of and express their views
to the Board, Management and the
external auditors at annual meetings.
The Board adopts the one share, one
vote principle, conducting voting
at shareholder meetings by poll.
Shareholders are also able to vote
by proxy ahead of meetings without
having to physically attend those
meetings.
The Board considers that
shareholders should be entitled to
vote on decisions that would change
the essential nature of Steel & Tube’s
business.
Shareholders are encouraged to
communicate with the company and
its share registry electronically.
In addition to shareholders,
Steel & Tube has a wide range of
stakeholders and maintains open
channels of communication for all
audiences, including brokers, the
investing community and the New
Zealand Shareholders’ Association,
as well as its staff, suppliers and
customers.
GENERAL
INFORMATION
83
DIRECTOR REMUNERATION
Total remuneration available to
non-executive directors in the year
ended 30 June 2019 was $575,000
as approved by shareholders. This
annual fee pool limit was increased
following resolutions approved
at the 2018 Annual Shareholders
Meeting.
The Remuneration and Governance
Committee reviews the
remuneration of directors annually.
As at 30 June 2019 the standard
annual directors’ fees per annum
were $145,000 for the chair and
$75,000 for each non-executive
director. Board committee chairs
also receive additional fees of
between $5,000 - $10,000 for their
committee responsibilities.
Directors’ fees exclude GST, where
applicable. Directors are entitled
to be reimbursed for costs directly
associated with carrying out their
duties, including travel costs.
The total amount of remuneration
and other benefits received by
the independent directors during
the year ended 30 June 2019 was
$504,375 as shown in the table
below:
REMUNERATION
Director
Directors
Fees
Committee
Chair FeesOther
1
FY19 TotalResponsibility
Susan Paterson 145,000-10,646155,646Board Chair
Anne Urlwin75,00010,0004,17 389,173Audit and Risk Committee Chair
Rosemary Warnock75,00010,0004,89989,899QHSE Committee Chair
Steve Reindler
75,0005,0005,50485,504Governance & Remuneration
Committee Chair
Chris Ellis
75,000-9,15384,153
1
Other fees relate to additional fees paid to directors in FY19 for attendance at special board meetings and takeover committee meetings held in
response to the unsolicited, non-indicative offer from Fletcher Building Limited. Chris Ellis was also paid $4,375 in FY19 for consultancy services.
84
STEEL & TUBE ANNUAL REPORT 2019
EXECUTIVE REMUNERATION
Steel & Tube’s remuneration policy
and practices are designed to
attract, retain and motivate high
calibre people at all levels of Steel &
Tub e .
The CEO and executives have the
potential to earn a Short Term
Incentive (STI) each year. Steel &
Tube’s STI is based on performance
targets and is designed to
differentiate performance and
reward delivery. STI values for
the CEO and executives are set
as a percentage of Fixed Annual
Remuneration (FAR) based on the
scale, complexity and performance
expectations of each individual STI
participant’s role.
The CEO and executives, together
with a limited number of non-
executive senior managers, also have
the potential to earn a Long Term
Incentive (LTI). Steel & Tube’s LTI is
designed to incentivise and retain
key personnel, align the interests
of executives and shareholders and
encourage long-term decision-
making. LTI values for the CEO and
executives are set as a percentage
of FAR.
STI performance targets reflect a
mixture of financial, quality & safety,
customer services and strategy
delivery objectives appropriate for
the position held by the individual
STI participant.
The STI plan also includes a company
based performance hurdle, where
no STI is payable to any participant
if the YE results are 80% or less
of the company’s financial target.
Additionally, in the event of a fatality
or serious injury, where the company
is considered culpable by the Board,
no STI payment is payable to the
Chief Executive, Executives and their
direct reports and no payment is
payable for the Health, Safety and
Environment component to all other
STI participants.
The current LTI (referred to as the
Performance Rights Plan (PRP))
was developed and approved by
the Board in February 2018. The
PRP performance period runs for
three years and comprises of two
performance conditions (50% each)
as follows:
a) The Benchmark Comparator
(BC) ranks the company’s Total
Shareholder Return (TSR) relative
to the TSR of the NZX 50 Index
securities.
i. Where the company TSR equals
the 50th percentile TSR of the
Index Companies over the
Performance Period, 50% of
(BC) Performance Rights will
vest.
ii. Where the company TSR equals
or exceeds the 75th percentile
TSR of the Index Companies
over the Performance Period,
100% of (BC) Performance
Rights will vest.
iii. Where the company’s TSR
over the Performance Period
exceeds the 50th percentile
TSR of the Index Companies
but does not reach the 75th
percentile, then between
50% and 100% of the (BC)
Performance Rights, will vest as
determined on a linear pro-rata
basis.
b) The Absolute Comparator (AC)
ranks the company’s TSR relative
to the company’s Cost of Equity
(CoE) plus a premium of 2%
annualised and compounding.
i. Where the company TSR is less
than or equal to CoE no (AC)
Performance Rights will be
vested
ii. Where the company TSR is
greater than CoE but less than
(CoE) + 2%, 50% of (AC)
Performance Rights will vest
iii. Where the company TSR is
equal to or greater than CoE +
2%, 100% of (AC) Performance
Rights will vest
Performance Rights are only able
to be exercised after completion of
the three year performance period,
provided and only to the extent that
the performance conditions have
been satisfied. Any Benchmark and
Absolute Comparator Performance
Rights that do not vest at the
measurement date will lapse.
The company’s previous LTI scheme,
in place since 2003, will continue to
operate until such time as the prior
years’ Rights that have been granted
are either vested and exercised or
forfeited, in accordance with that
plan's rules.
The STI and LTI are both variable
elements of remuneration, with
selected employees invited to
participate each year as approved
by the Board. They are only paid if
individual, company and shareholder
TSR performance conditions and
targets are met
GENERAL
INFORMATION
85
CEO REMUNERATION
The CEO’s overall remuneration as at 30 June 2019 consists of a FAR, an STI at 60% of FAR and an LTI of 40% of FAR.
This will be reviewed annually by the Boards’ Governance and Remuneration Committee and approved by the Board
each year.
The CEO has agreed with the Board that his fixed remuneration for 2020 is $714,000, STI remains at 60% and the LTI
component at 40%.
The STI performance targets for the CEO for the year ending 30 June 2019 were as follows:
Target KPIsWeighting
Financial - Return on Funds Employed (ROFE)70%
Health & Safety – Leading and lagging indicators10%
Personal KPIs based on strategic and business priorities20%
The table immediately below sets out CEO FAR and the pay for performance components of the CEO’s remuneration
package on an annualised basis. This table sets out the pay for performance outcomes for STI and LTI assuming 100% is
paid out.
MD/CEO
Fixed RemunerationPay for Performance
Total
target
remuneration
FAR¹
Non-
taxable
benefits²Sub totalTarget STI³Target LTI⁴
Sub
total
2019Mark Malpass$700,000nil$700,000$420,000$392,000$812,000$1,512,000
2018Mark Malpass$700,000nil$700,000$420,000$210,000$630,000$1,330,000
2017Dave Taylor$855,000$6,214$861,214$106,875$268,316$375,191$1,236,405
The financial performance target for the full year to 30 June 2019 fell below the 80% hurdle requirement and
accordingly no STI is payable to the CEO in relation to this.
Details of what has been earned and been paid to the CEO/MD in the past five years are outlined below:
MD/CEOFAR¹
Non-taxable
benefits²STI earned in FY⁵
Value of LTI
vested during FY⁶
Total
remuneration
earned during FY
FY19Mark Malpass$700,000---$700,000
FY18⁷Mark Malpass$587,239-$128,214-$715,453
FY17Dave Taylor$855,000$6,214$106,875$268,316$1,236,405
FY16Dave Taylor$824,000$4,635$195,700$563,317$1,587,652
The total remuneration and benefits received or due and receivable for the MD/CEO in 2015 was $1.339m.
The CEO has personally made an investment in the Company and has acquired 173,784 shares through on-market
transactions and the pro-rata rights offer capital raise.
1
FAR includes any KiwiSaver employer contributions
2
There were no costs associated with any other benefits during the year ended 30 June 2019
3
STI target for the full year which is subject to achievement of performance targets as agreed with the Board in each year
4
LTI value of actual Rights granted in each year (which may be exercised after the completion of the three year performance period, providing and
only to the extent that the performance conditions have been satisfied)
5
STI payable for the FY following the achievement of performance targets as agreed with the Board
6
LTI value of Rights as at the date vested (including the gross value of the associated dividends paid) in the FY related to Rights granted in the
three to five years prior
7
FAR and total remuneration are for the prorated FY from 25 September 2017 to 30 June 2018
86
STEEL & TUBE ANNUAL REPORT 2019
PAY GAP
The Pay Gap represents the number
of times greater the Chief Executive
Officer’s remuneration is to the
remuneration of an employee
paid at the median of all Steel &
Tube employees. For the purposes
of determining the median paid
to all Steel & Tube employees, all
permanent full-time, permanent
part- time and fixed-term employees
are included, with part-time
employee remuneration adjusted to
a full-time equivalent amount.
At 30 June 2019, the Chief Executive
Officer’s fixed remuneration of
$700,000 was 12.4 times (2018: 12.6
times) that of the median employee
at $56,389 per annum.
Employee Remuneration
The number of employees or
former employees who received
remuneration and other benefits
valued at or exceeding $100,000
during the year to 30 June 2019 are
specified in the table.
The remuneration noted includes
all monetary payments actually paid
during the course of the year ended
30 June 2019, any restructuring and
redundancy related compensation
and the gross dividends paid to
(previous) LTI scheme participants
for share performance rights that
vested and were exercised in the
year ended 30 June 2019.
The remuneration paid to, and other
benefits received by, Mark Malpass
in his capacity as CEO for the year
ended 30 June 2019 are detailed on
page 86, and are excluded from the
table.
There has been a decrease from
2018 largely due to restructuring and
redundancy payments made during
2018.
Remuneration
Range $000
No. of
Employees
100 - 11027
110 - 12018
120 - 13018
130 - 1409
140 - 1507
150 - 1606
160 - 1705
170 - 1803
180 - 1902
190 - 2002
200 - 210-
210 - 2202
220 - 2301
230 - 2401
240 - 250-
250 - 2601
260 - 270-
270 - 280-
280 - 290-
290 - 300-
300 - 310-
310 - 320-
320 - 3301
330 - 340-
340 - 350-
350 - 360-
360 - 370-
370 - 380-
380 - 3901
GENERAL
INFORMATION
87
CHANGES IN DIRECTORS’ INTERESTS
Directors made the following entries in the Directors Interests Register pursuant to section 140 of the Companies Act
1993 during the year ended 30 June 2019:
DirectorInterests
Susan Paterson
Appointed as a Director of EROAD Limited.
Ceased appointments to Tertiary Education Commission and as an External Monetary
Policy Advisor to RBNZ Governor.
Anne Urlwin
Appointed as an alternate director of Tararua Wind Power Limited and Waverley Wind
Farm Limited.
Steve Reindler
Appointed as a Director of D & H Steel Construction Limited (Chair), Clearwater
Construction Limited (Chair) and Lincoln University/AgResearch Joint Facility Board.
Ceased to be a Director of Meridian Energy Limited.
Chris Ellis
Ceased to be a Director of NZ Transport Agency.
INFORMATION USED BY DIRECTORS
There were no notices from directors requesting to disclose or use company information received in their capacity as
directors that would not otherwise have been available to them.
DIRECTORS’ SHAREHOLDINGS
Steel & Tube securities in which each director has a relevant interest as at 30 June 2019 are:
DirectorShares held
Susan Paterson232,436 beneficially owned
Anne Urlwin22,894
Rosemary Warnock3,791
Steve Reindler26,427
Chris Ellis10,000
DISCLOSURES
88
STEEL & TUBE ANNUAL REPORT 2019
DirectorDate of Transaction
Number of shares
acquired / (disposed)Nature of transactionConsideration
Chris Ellis10 September 201810,000On-market acquisition$12,503
Susan Paterson7 September 2018117,436Rights offer and
shortfall Bookbuild
$133,552
Anne Urlwin7 September 20187, 8 9 4Rights offer$8,289
Steve Reindler7 September 201824,027Rights offer and
shortfall Bookbuild
$29,326
Rosemary Warnock7 September 20181,291Rights offer$1,356
CompanyDirectors
Steel & Tube New Zealand LimitedMark Malpass, Greg Smith
Composite Floor Decks Holdings LimitedMark Malpass, Greg Smith
Studwelders LimitedMark Malpass, Greg Smith
S & T Stainless LimitedMark Malpass, Greg Smith
Manufacturing Suppliers LimitedMark Malpass, Greg Smith
S & T Plastics LimitedMark Malpass, Greg Smith
Composite Floor Decks LimitedMark Malpass, Greg Smith
DIRECTORS’ SECURITY DEALINGS
During the year ended 30 June 2019
directors disclosed the following
securities transactions in respect of
section 148(2) of the Companies Act
1993 and sections 297(2) and 298(2)
of the Financial Markets Conduct Act
2013.
These transactions took place in
accordance with Steel & Tube’s
Securities Trading Policy:
INDEMNITIES AND INSURANCE
In accordance with section 162 of
the Companies Act 1993 and Steel &
Tube’s Constitution, the company
has arranged Directors and Officers
Liability insurance covering directors
and employees of Steel & Tube,
including directors of subsidiary
companies, for liability arising from
their acts or omissions in their
capacity as directors or employees.
The insurance policy does not cover
dishonest, fraudulent, malicious or
wilful acts or omissions.
SUBSIDIARY COMPANIES
DIRECTORS
The remuneration of employees
appointed as directors of subsidiary
companies is disclosed in the
relevant banding of remuneration
set out under the heading Employee
Remuneration. Employees did not
receive additional remuneration or
benefits for being directors during
the year.
Directors of the subsidiary
companies as at 30 June 2019 were:
GENERAL
INFORMATION
89
TOP 20 SHAREHOLDERS
AS AT 8 JULY 2019
Twenty largest security holders as at 8 July 2019
Ordinary
Shares% Holding
NEW ZEALAND STEEL LIMITED 26,274,753 15.83 %
HSBC NOMINEES (NEW ZEALAND) LIMITED* 6 ,1 41, 3 8 2 3.70 %
ACCIDENT COMPENSATION CORPORATION* 5,681,4 8 4 3.42%
FNZ CUSTODIANS LIMITED 4,762,903 2.87%
CITIBANK NOMINEES (NEW ZEALAND) LIMITED* 3,49 9,9 01 2 .11%
JPMORGAN CHASE BANK NA NZ BRANCH-SEGREGATED CLIENTS ACCT* 2,631,375 1.59 %
NATIONAL NOMINEES NEW ZEALAND LIMITED* 2 , 417, 7 2 4 1.46%
HPI AVONDALE LIMITED 2,103,786 1.27 %
PUBLIC TRUST CLASS 10 NOMINEES LIMITED* 1,694,220 1.02%
NEIL DOUGLAS WAITES 1, 67 2 ,115 1.01%
CHESTER PERRY NOMINEES LIMITED 1,530,516 0.9 2 %
CUSTODIAL SERVICES LIMITED <A/C 4> 1, 0 9 7, 8 15 0.66%
CUSTODIAL SERVICES LIMITED <A/C 3> 1,050,24 4 0.63%
PHILIP GEORGE LENNON 1,000,000 0.60%
JOHN FRANCIS MANAGH & DAVID ROBERT PERCY 999,454 0.60%
DEUTSCHE SECURITIES AUSTRALIA LIMITED 974,272 0.59%
PT (BOOSTER INVESTMENTS) NOMINEES LIMITED 971,763 0.59%
CUSTODIAL SERVICES LIMITED <A/C 2> 712,0 69 0.43%
ASB NOMINEES LIMITED <129244 ML A/C> 650,000 0.39%
ASB NOMINEES LIMITED <208747 ML - A/C> 645,645 0.39%
6,6511,42140.07%
* Shares held in New Zealand Central Securities Depository (NZCSD)
90
STEEL & TUBE ANNUAL REPORT 2019
STEEL & TUBE HOLDINGS LIMITED (STU) SPREAD OF SHAREHOLDERS
AS AT 8 JULY 2019
Size of holdings
Number of
holders
Number of
shares
% of issued
shares
1 – 999 1,550 662,321 0.40
1,000 – 4,999 3,029 7, 4 8 7,17 3 4.51
5,000 – 9,999 1,425 9,76 0, 559 5.88
10,000 – 49,999 1,9 28 38,764,287 23.36
50,000 + 386 109,298,200 65.85
8,318 165,972,540 100.00
SUBSTANTIAL SECURITY HOLDER
The company received the following Substantial Security Holders notices during the year:
– Milford Funds Limited advised on 13 August 2018 that it was a substantial security holder.
– Harbour Asset Management Limited advised on 7 September 2018 that it was a substantial security holder.
Subsequently on 21 September 2018 Harbour Asset Management Limited advised that it ceased to be a substantial
security holder.
– New Zealand Steel Limited advised on 17 October 2018 that it was now a substantial security holder.
– Milford Asset Management Limited advised on 17 October 2018 that it ceased to be a substantial security holder.
– First NZ Capital Group Limited advised on 26 November 2018 that it ceased to be a substantial security holder.
Issued shares in the company at 30 June 2019 comprise:
Ordinary shares fully paid165,972,540
Ordinary shares partly paid (no voting rights)^25,000
165,997,540
^ Shares issued in the Senior Executives Share Scheme 1993
GENERAL
INFORMATION
91
REGISTERED OFFICE
Level 7, 25 Victoria Street, Petone,
Lower Hutt 5012, New Zealand
PO Box 30543, Lower Hutt 5040,
New Zealand
Ph: +64 4 570 5000 Fax: +64 4 570 2453
Email: info@steelandtube.co.nz
Website: www.steelandtube.co.nz
SHARE REGISTRY
Computershare Investor
Services Limited
Private Bag 92119, Auckland 1142,
New Zealand
Ph: +64 9 488 8777 Fax: +64 9 488 8787
Email: enquiry@computershare.co.nz
Website: www.computershare.co.nz
DIRECTORY
92
STEEL & TUBE ANNUAL REPORT 2019
93
94
steelandtube.co.nz
---
23 August 2019
STU / NZX ANNOUNCEMENT
STEEL & TUBE FY19 RESULTS
For the twelve months ended 30 June 2019
Gross margin performance adversely affected by market and trading conditions; initiatives underway
expected to drive improvement in FY20.
Good progress made and benefits being delivered by Project Strive, with increased revenue, a reduction
in operating costs and a reduction in net debt.
Reported revenue of $498.1m, EBIT of $16.8m and NPAT of $10.4m.
Consistent with May 2019 guidance and on a normalised basis (excluding Plastics and FY18 non-trading
adjustments
1
), EBIT improved 22% to $16.0m and NPAT increased 74% to $9.9m.
Board has declared a fully imputed final dividend of 1.5 cents per share.
Continuing strong performance in safety and quality.
The focus for FY20 is on continuation of initiatives to improve earnings.
$m FY19 FY18 % change
Revenue 498.1 495.8 0.5%
Normalised Revenue 497.1 473.5 5%
EBIT 16.8 (36.2)
Normalised EBIT 16.0 13.1 22%
NPAT 10.4 (32.1)
Normalised NPAT 9.9 5.7 74%
Dividend (cents per share) 5.0 3.8*
Assets 326.2 345.5
Net Debt 15.0 104.4
Net Operating Cashflow 21.3 1.3
*For comparability, the FY18 dividend per share has been adjusted to reflect the revised number of shares on issue following the
capital raise concluded in September 2018.
Commentary
Steel & Tube Holdings Limited (NZX: STU) made good progress on its business turnaround programme in FY19,
although positive gains were offset by lower than expected gross margin performance due to market contraction
in some high value categories and a highly competitive market.
Revenues were $498.1m, earnings before interest and tax (EBIT) was $16.8m and net profit after tax (NPAT) was
$10.4m.
On a normalised basis (excluding Plastics and FY18 non-trading adjustments), EBIT improved 22% to $16.0m and
profit increased 74% to $9.9m.
The Project Strive turnaround programme delivered a $10m benefit in FY19 contributing to a 5% improvement in
revenues and a 4% reduction in operating costs (on a normalised basis). A new operating structure has been
established including a strengthened leadership team. Good progress has also been made improving safety
performance and quality systems. The employee total recordable injury frequency rate (TRIFR) of 1.5 was well
below industry benchmarks.
The 5% normalised revenue gain was a result of new business growth and a combination of improved delivery
performance and customer service.
1
Normalised Revenue, EBIT and Normalised NPAT exclude non-trading adjustments including write downs, impairments,
business rationalisation and costs associated with business restructuring in FY18 $(49.8)m and in FY19 and FY18 excludes S&T
Plastics which S&T decided to exit in 2018.
23 August 2019
STU / NZX ANNOUNCEMENT
Operating costs were down 4% year on year on a normalised basis, with significant structural efficiencies achieved
and more being targeted. Key drivers included benefits from network optimisation, labour and other cost
efficiencies. Some short term cost impacts were absorbed from Strive initiatives which will deliver long term
benefits and value.
Gross margin performance was below expectations with revenue gains and cost efficiencies not enough to offset
the impact of market contraction and competitive price pressures. Price competition was significant throughout
the second half of FY19, business confidence has softened and some higher value sectors have contracted
(stainless market particularly). The impact has mainly been seen in the Distribution businesses.
A disciplined approach to managing working capital resulted in improved inventory availability across the business
whilst reducing inventory holdings, and improving debt collection rates led to a reduction in overdue debt
balances. The company significantly improved cash generation with net operating cash flow of $21.3m.
Prudent capital expenditure of $7.2m was slightly below depreciation & amortisation and focused on productivity
improvements.
Net debt reduced from $104m to $15m due to a combination of the $78.8m net proceeds from the capital raise,
improved operating cash flows, tighter working capital management and prudent capital expenditure. The
company has a strong balance sheet providing the financial strength to execute strategies and manage business
trading cycles.
While Directors are cognisant of the work still to be done, the Board remains confident in the company’s strategic
progress and has declared a fully imputed final FY19 dividend of 1.5 cps, taking total FY19 dividends to 5.0 cps.
CEO Mark Malpass said: “Steel & Tube has a number of strengths, including our national network providing a
metropolitan and regional presence, a broad product range, technical capability, operational integrity and high
standards of safety and quality. Our pursuit of customer excellence will help to ensure we remain a relevant and
attractive option for customers. Margin performance has been challenging and, while there are external factors
that are difficult to influence, the initiatives being undertaken are expected to deliver an improvement in both
business divisions. We are very focused on building a business that is fit for the future and, while this is taking
longer than originally anticipated, we remain confident in our long term prospects as a leader in the steel industry
in New Zealand.”
Divisional Review
Overall, the Distribution division’s FY19 performance was ahead of prior year, with revenue of $287.7m and EBIT
of $2.9m. Volumes increased driven by improving product availability, deliveries and sales team focus, and
despite aggressive price pressures from several key competitors. However, the division has been the hardest hit
by the trading and market conditions, with stainless steels, in particular, suffering from a significant market
contraction. Overall costs reduced significantly with the exit from third party warehousing, site integrations and
optimisation of staffing levels. A focus on cash has also resulted in improved debtor days and total inventory
levels.
The Infrastructure division reported pleasing improvements in revenue and EBIT, to $209.4m and $11.9m
respectively. Freight savings and improved labour productivity helped drive the improved results, although
margins continued to be under pressure. Revenues also benefited from building a strong and growing reputation
for delivery and investments such as the introduction of a new composite floor decking profile.
23 August 2019
STU / NZX ANNOUNCEMENT
Outlook
The tighter market conditions and competitive landscape are expected to prevail in FY20 and the company is
adapting to ensure the business model is fit for purpose.
The Project Strive turnaround programme will continue to focus on additional cost efficiencies by reducing
business complexity and streamlining the supply chain. Competitive advantage is expected to be built through
maximising cross-selling opportunities, margin management and leveraging the AX ERP system to support
customers with digital solutions. Benefits will include improved product availability, service and delivery times for
customers, and lower inventory and logistics costs for the business.
The product and asset footprint will continue to be improved and the company is reviewing options for the sale of
remaining owned properties which are surplus to requirements. Costs associated with Strive initiatives will be
realised in the first half results, however, will benefit the full year results.
Chair Susan Paterson commented: “While there is more to be done, Steel & Tube made good progress during
FY19, with management delivering on controllable commitments, particularly revenue growth, operating cost
reductions and working capital discipline. Improving margin performance is a priority for management this year.
“We have a strong balance sheet and the investments and work already done will be of benefit to us in FY20. The
underlying value inherent in our business was reflected in the non-binding indicative offer to buy the company in
September 2018, which the Board considered did not reflect full value and had been advised that regulatory
hurdles would be unlikely to be overcome.
“Steel & Tube remains an important part of New Zealand’s economy, providing customers with choice and access
to specialised products and technical knowledge. We remain absolutely focused on improving the return on
investment and delivering value to our shareholders.”
ENDS
For further information please contact:
Mark Malpass
Steel & Tube CEO
Tel: +64 27 777 0327
Email: mark.malpass@steelandtube.co.nz
Greg Smith
Steel & Tube CFO
Tel: +64 21 755 803
Email: greg.smith@steelandtube.co.nz
For media assistance, please contact: Jackie Ellis, +64 27 246 2505 jackie@ellisandco.co.nz
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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