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Steel & Tube FY19 Results

Full Year Results22 August 2019STUMaterials

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.

66

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.

68

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.

70

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.

72

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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