Metro Performance Glass 2020 Results
METRO PERFORMANCE GLASS
19 June 2020
Metro Performance Glass Limited (NZX: MPG, ASX: MPP) – full year results announcement
for the year ended 31 March 2020
Please find attached the financial information required by NZX Listing Rule 3.5 and 3.6 together with a copy of
Metro Glass’ full year results presentation and Annual Report for the year ended 31 March 2020.
Documents attached:
1. Market announcement in relation to the full year results
2. Full year results presentation
3. Metro Glass’ Annual Report including group financial statements for the year ended 31 March 2020
4. NZX Appendix 1
For the purposes of ASX Listing Rule 1.15.3, Metro Performance Glass Limited confirms that it continues to
comply with the listing rules of its home exchange, the NZX Main Board.
Yours sincerely
Andrew Paterson
Company Secretary
Metro Performance Glass Limited
---
NZX.MPG, ASX.MPP 19 June 2020
Metroglass announces its FY20 results
• Metroglass group delivered on its FY20 EBIT
1
guidance and net debt reduction target, despite the closure
of NZ operations towards the end of March due to COVID-19
• Strengthened group balance sheet with net debt reduced by $16.5m from strong operating cashflows
• Revenue declined 5% to $254.9m, with reduced exposure to large-scale commercial projects in NZ being
partially offset by revenue growth in Australia
• EBIT before significant items
2
of $23.2m, compared to $25.2m in FY19
• Australian Glass Group is on a positive trajectory, with an EBITDA
3
positive result in H2 FY20
• Statutory net profit after tax (NPAT) of $(77.9m) down from $5.0m in FY19; driven by an $86.5m
impairment of intangible assets due to the softer outlook for NZ construction
Metro Performance Glass (Metroglass) today reports financial results for the 12 months to 31 March 2020 (FY20) in
line with the EBIT
1
guidance and net debt reduction target provided in November 2019.
CEO Simon Mander said: “The group’s FY20 results reflect a solid result in challenging market conditions. In New
Zealand, we maintained consistent revenue in our key residential segment but had a decline in commercial glazing
revenue as we reduced our risk exposure on large scale projects. In Australia, we have begun to make clear progress
on our turnaround plan, growing revenues and delivering a positive EBITDA result for the second half.”
Group Revenue for the year to 31 March 2020 of $254.9m was 5% below last year, with New Zealand declining 7% and
Australia up 3%. EBIT before significant items fell 8% to $23.2m. As a result of an $86.5m impairment charge on New
Zealand goodwill, statutory NPAT declined to a $(77.9m) loss, from $5.0m in FY19. NPAT before significant items
4
declined to $10.9m, from $14.2m in FY19.
Net debt was reduced by $16.5m this year to $66.9m at 31 March 2020, through strong cash generation, focussed
capital expenditure and further reductions in working capital.
“We operate within a dynamic and competitive environment and our focus remains on providing a differentiated and
market leading customer experience. Our latest group-wide customer survey showed increasingly positive feedback
on the quality of our people and service, which is a testament to the hard work of our teams this year.”
New Zealand
Revenue in New Zealand declined 7% to $203.0m in FY20, which was principally driven by a 24% fall in commercial
glazing sales as the business began to focus on small-medium sized projects where the business has a strong track-
record and sees future opportunities. NZ EBIT fell 11% to $27.8m (inclusive of a $1.9m IFRS-16 benefit) with lower
revenue only partially offset by savings in factory and glazing costs.
The impacts of COVID-19 began to be felt towards the end of March and then had a dramatic effect on New Zealand
operations in April and early May. The business was able to continue paying all salaried and wage staff in full
throughout the shutdown period, supported by the Government’s wage subsidy.
Note: all non-Generally Accepted Accounting Principles (GAAP) financial measures are defined and reconciled to a GAAP measure in the 2020 Annual
Report, available here: https://www.metroglass.co.nz/investor-centre/annual-interim-reports/.
1
Earnings before interest and tax (EBIT), before significant items. This guidance was provided on a pre IFRS-16 basis.
2
EBIT before significant items, post IFRS-16. FY20 significant items at EBIT: $86.5m impairment of NZ goodwill, $4.6m of NSW restructuring costs.
FY19 significant item: $9.6m impairment of Australian intangible assets.
3
Earnings before interest, tax, depreciation and amortisation (EBITDA), before significant items (NSW restructure costs).
4
NPAT before significant items. FY20 significant items at NPAT also include a $0.9m positive tax adjustment relating to prior periods.
The negative repercussions on the New Zealand economy caused by the COVID-19 pandemic are expected to be
significant and result in lower construction activity for the coming 12 - 24 months. The glass processing and installation
industry also continues to be very competitive. Due to the current level of uncertainty, management have developed
and are planning for a number of potential future scenarios.
As a consequence of the forecasted significantly lower construction activity, and the increased competitive intensity,
a review of the carrying values of Metroglass’ assets resulted in an $86.5m impairment on New Zealand goodwill,
which initially arose from acquisitions completed in 2012 (pre-IPO). This non-cash charge has no impact on the
company’s bank covenants and is presented as a significant item in the FY20 financial statements.
Australian Glass Group (AGG)
Pleasingly, AGG continued to consistently deliver on its service-led value proposition throughout the year. AGG’s
revenue increased by 3% to $51.9m in FY20 (or +5% in Australian dollar terms) with further growth in the Tasmanian
business offsetting the structural changes made in New South Wales (NSW). This revenue growth was particularly
pleasing given the significant deterioration in the wider Australian construction activity.
Revised energy efficiency requirements for new commercial buildings were introduced in 2019 and has contributed to
increased demand for double glazing this year. AGG is well positioned to benefit from the anticipated roadmap of
future building code changes which will also increase the use of double glazing in residential dwellings.
In November 2019 Metroglass announced that the NSW operations would be reoriented to focus on supplying double-
glazed units. Local production of other products was scaled down and operating costs have been materially reduced.
AGG’s EBIT loss decreased by $1.2m to $(3.6m) this year. This financial performance remains below an acceptable
level and more work is still to be done, however the business is showing steady improvement and is on an encouraging
path. For the second half, AGG delivered an EBITDA positive result.
Cashflow and balance sheet
Metroglass further strengthened its financial position this year, reducing net debt by $16.5m to $66.9m. The Company
retained borrowing headroom of more than $50m at 31 March 2020.
As part of the company’s response to the COVID-19 environment, the company took the prudent step of agreeing with
its banks a relaxation of the key financial covenant, net debt to EBITDA, from 3.0x to 4.0x for all tests up to and including
31 March 2021. As part of this relief the Group agreed to provide regular updates to its banking partners and to limit
growth capital expenditure and pay no dividends in FY21. Constructive discussions are ongoing with regard to
providing for future requirements as the economic conditions in both New Zealand and Australia become clearer.
Market conditions and outlook
While the implications of the COVID-19 pandemic on construction activity in New Zealand and Australia are uncertain,
Metroglass expects a significant decline in economic activity for at least the next 12 to 24 months. The base case
estimate for 9 month lagged NZ residential consents is for a marginal fall in FY21 and a c. 20% decline in FY22, before
a c. 5% recovery in FY23. A 20% decline in detached residential housing starts in our key Australian markets in FY21
(non-lagged) is also expected, followed by a 9% recovery in FY22.
Building activity in NZ essentially ceased during the COVID-19 shutdown period and productivity was also impacted
under Alert Levels 3 and 2. This will impact on the traditional lag between residential housing consents and glass
demand, but this lag will provide Metroglass some opportunity to observe market conditions in the coming months
and refine its plans accordingly.
Mr Mander said: “We remain confident in our strategy and ability to respond to the changing conditions. Metroglass
will work hard to support our customers with excellent service and maintain our market-leading position in New
Zealand and growing position in Australia. We will continue to preserve cash, with a focus on critical capital
expenditure and effective and proactive management of costs. We have already made some progress on our operating
and overhead cost base in FY20 and have carried this focus into FY21 to ensure that the group is best positioned to
emerge from the effects of the pandemic successfully.”
The company will provide shareholders with an update on trading performance and current conditions at its Annual
Shareholders’ meeting on 21 August 2020.
/Ends
Full year results webcast and conference call details
Metro Performance Glass Limited will host a conference call today to review its FY20 results. The briefing is scheduled
to begin at 10am NZDT and can be joined by webcast or conference call.
You can listen to the webcast via the company’s website: http://www.metroglass.co.nz/investor-centre or directly:
https://globalmeet.webcasts.com/starthere.jsp?ei=1326394&tp_key=24ef8595fa. Please allow extra time prior to the
webcast to visit the site and download streaming media software if required. An online archive of the event will be
available after 2pm on the day.
To join the conference call, participants will need to dial in to one of the numbers below at least 5 minutes prior to the
scheduled call time and when prompted, please quote the conference code: 462705.
New Zealand Toll Free 0800 423 972 International +64 (0)9 913 3624
Australia Toll Free 1 800 590 693 United States/Canada 866-519-2796
Australia (Melbourne) +61 (0)3 8317 0929 United Kingdom Toll Free 0800 358 6374
Australia (Sydney) +61 (0)2 9193 3719
For further information, please contact:
Andrew Paterson
Investor Relations
(+64) 027 403 4323
Andrew.Paterson@metroglass.co.nz
Authorised by the Metroglass Board.
---
FY20 Results Presentation
19 June 2020
Metro Performance Glass
2
This presentation (“Presentation”) has been prepared by Metro Performance Glass Limited (Company Number 5267882) (“Metro Performance Glass”).
Please do not read this Presentation in isolation
This presentation contains some forward lookingstatements about Metro Performance Glass and the environment in which the company operates.
Forward looking statements can generally be identified by the use of forward lookingwords such as “anticipate”, “expect”, “likely”, “intend”, “should”,
“could”, “may”, “propose”. “will”, “believe”, “forecast”, “estimate”, “outlook”, “target”, “guidance” and other similar expressions. Forward looking
statements, opinions and estimates provided in this Presentation are inherently uncertain and are based on assumptions and estimates which are
subject to certain risks, uncertainties and change without notice. Because these statements are forward looking, Metro Performance Glass’ actual
results could differ materially. Any past performance information in this Presentation should not be relied upon as (and is not)an indication of future
performance.
Media releases, management commentary and analystspresentations are all available on the company’s website. Please read this presentation in the
wider context of material previously published by Metro Performance Glass.
There is no offer or investment advice in this Presentation
This presentation is not an offer of securities, or a proposal or invitation to make any such offer. It is not investment adviceor a securities
recommendation, anddoes not take into account any person’s individual circumstances or objectives. Every investor should make an independent
assessment of Metro Performance Glass on the basis ofindependent expert financial advice.
All information in this Presentation is current at the date of this Presentation, and all currency amounts are in NZ dollars,unless otherwise stated.
Metro Performance Glass is under no obligation to, and does not undertake to, update the information in this Presentation, including any assumptions.
Disclaimer
To the maximum extent permitted by law, Metro Performance Glass and its affiliates and related bodies corporate, officers, employees, agents and
advisors make no representation or warranty (express or implied) as to the currency, accuracy, reliability or completeness ofthe information in this
Presentation and disclaim all liability for the information (whether in tort (including negligence) or otherwise) to you or any other person in relation to
this Presentation, including any error in it.
Disclaimer
Introduction to the FY20 year
Strong operating cashflows, targeted capital expenditure and cost
management supported a strengthened group balance sheet, with
net debt reducing by $16.5m, to $66.9 million.
In New Zealand the strength in our customer relationships
supported stable performance in our key window manufacturer
segment, as we reduced our exposure to large-scale commercial
glazing projects.
Australian Glass Group began to deliver on its turnaround plan
despite significant declines in market activity –achieving revenue
growth, sustained strong operating performance, and an EBITDA
positive result for the second half.
3
Group revenue of $254.9m declined 5% vs. FY19 and Group EBIT
1
of $23.2m
declined 8%, with a reduction in large-scale commercial project exposures in
NZ being offset to a degree by revenue growth in Australia
NZ revenue of $203.0m (-7%) and EBIT
1
of $27.8m (-11%), primarily driven by
a 24% reduction in commercial glazing revenues. Residential revenues were
broadly inline with last year
Australian revenue of $51.9m (+5% in $A) in a declining market, EBIT
1
loss of
$3.6m improved by $1.2m vs. FY19, supported by profitable growth in our
double-glazing segment
Net debt declined $16.5m year on year to $66.9m, supported by strong
operating cashflows. Held borrowing headroom of more than $50m at year
end and agreed financial covenant relief for FY21
Statutory Net Profit After Tax of $(77.9m) compared to $5.0m in FY19,
impacted by an $86.5m impairment of intangible assetsresulting from
significant changes in the outlook for our sector of the construction industry
4
1
2
3
4
Overview of FY20 financial results
5
Note: The definitions for all non-GAAP measures of financial performance are provided on slide 18 of this release.
1
Earnings before interest and tax, before significant items, post IFRS-16. FY20 significant items at EBIT: $86.5m impairment of NZ goodwill,
$4.6m of NSW restructuring costs. FY19 significant item: $9.6m impairment of Australian intangible assets.
Our goals
Deliver market leading customer service
Develop our organisationalcapabilities
Uphold scale & strength through product and channel leadership
Leverage that scale to deliver solutions efficiently
5
•Positive feedback received in recent
customer survey
1
with NZ rated
7.5/10 and AGG rated 8.0/10
•Strengthened relationships with key
customers in NZ and delivered a 30%
reduction in external rework
alongside stable DIFOT
•Successfully reset service
performance in Australia, with DIFOT
improving by 8% and external rework
down by 18%
•AGG piloted and launched AGG
Connect™, a digital platform enabling
an improved customer experience
•Continued focus on instilling a
strong culture of safety and
wellbeing. Reducing incidents
remains a top priority
•Now supporting 70+ apprentices
on their journey towards gaining a
professional qualification
•Launched a learning management
system to enable our employees to
develop and transfer skills and
capabilities across the company
•Our latest employee survey
showed a 19% increase in the
percentage of engaged employees
•AGG delivered revenue growth
supported by focused efforts to
build a leading double glazing
offering in South East Australia
•Introduced improved technical
specification process for generic
balustrades and pool fencing –
significantly reducing lead-times
for customers
•Launched market-leading LowE
‘Extreme’ double glazing which
offers similar performance to
some triple glazing products
•Ramped up inter-region product
distribution ensuring that we can
continue to meet customer
demands across our markets
•Reshaped our commercial glazing
business in NZ to more efficiently
execute the small to medium
projects within our pipeline
•Restructured the New South Wales
business to clearly focus it on the
growing double glazing segment
•Restructured our Christchurch
operations to improve South Island
profitability and simplified shift
structures in the Highbrook plant
post Alert Level 4 shutdown
1
Question: “On a scale of 1 to 10, how likely are you to recommend Metroglass to a friend or colleague?”
Deliver market leading
customer service
Develop our organisational
capabilities
Uphold scale & strength
through product & channel
leadership
Leverage scale to deliver
solutions efficiently
6
2.0
2.0
2.1
4.6
5.2
5.0
FY18FY19FY20
South IslandNorth Island
•9 month lagged residential
consents in FY20 rose by
+5.9%, or +1.2% on a floor
area (sqm) basis
•Detached dwelling
consents +1.2%, or -2.5%
on a floor area basis
•Multi-residential +14.4%,
or +13.7% on a floor area
basis
Total NZ residential consents (9 month lagged, by number)
NZ non-residential consents (by value $bn)
2
•The value of
non-residential consents in
FY20 was flat on the prior
year
•North Island -3.3%
•South Island +7.0%
7.1
+7.9%
+5.9%
(0.4%)
+7.6%
1.Source: Statistics NZ, rolling month residential dwelling consents. Detached hosing consents lagged by 9 months, multi-residential consents lagged by 12 months.
2.Source: Statistics NZ, value of non-residential consents (new plus altered). No lag applied.
3.Source: Statistics NZ, rolling 12-month importation of selected tariff codes of flat glass.
NZ market: residential dwelling consent issuance continued to grow in
FY20, but actual activity levels remained broadly in line with last year
7.2
6.6
FY18FY19FY20
Volume of flat glass imported into NZ (non-lagged, million square metres)
3
•All architectural glass is
sourced internationally
and imported into NZ
•The total volume of flat
glass imported in FY20
declined by 7% after a
large increase in FY19
7.5
6.4
+19.0%
7.0
(6.7%)
21,090
21,176
21,438
9,363
11,684
13,366
FY18FY19FY20
Detached dwellingsMulti-residential
30,453
32,860
34,804
7
•Metroglass operates in an increasingly competitive market and is
committed to providing a differentiated and market-leading
customer experience.
•Customer feedback is increasingly reflecting our efforts to deliver
strong service performance, with consistent DIFOT in FY20
combined with a 30% reduction in quality issues
1
.
•Commercial glazing sales declined 24% in FY20 as we transitioned
our forward book of work towards small to medium sized projects.
•Continuing to adapt and align the business to current conditions as
required, with structure changes made in our commercial glazing
and Christchurch operations during FY20, and a simplified shift
structure rolled out at the Highbrook plant post the Alert Level 4
shutdown.
•Furthered several people related initiatives including the ramping
up of our commitment to supporting our people to complete
apprenticeships (now with 70+).
New Zealand’s focus on
enriching the customer
relationship continues to
support our market
leading position.
Revenue
$203.0m (7%)
EBIT
2
$27.8m(11%)
1
As measured by the percentage of external reworks.
2
Before significant items.
8
2.7
2.8
2.8
2.7
2.7
2.6
FY18FY19FY20
VICNSWACTTAS
5.7
5.7
5.6
2.7
2.8
2.8
2.7
2.7
2.6
FY18FY19FY20
VICNSWACTTAS
68,182
73,705
66,050
(10.4%)
+8.1%
South east Australia house approvals (6mth lagged, by number)
1
South east Australia alterations & additions (by value A$bn)
2
•6 month lagged new house approvals in south east
Australia declined by 10.4% in FY20
•Victoria -9.8%, NSW -13.0%, ACT -9.1% Tasmania +9.4%
•The value of alterations and additions declined by -2.1% in FY20
•Victoria -0.3%, NSW -2.7%, ACT -2.1%, TAS -36.9%
Australian market: residential construction activity declined across
our key states, offset by increased use of double glazing
1.Source: Australian Bureau of Statistics, number of residential dwelling approvals (12 months to 31 March 2020) with a 6-month lag applied
2.Source: Australian Bureau of Statistics, value of alterations and additions (12 months to 31 March 2020). No lag applied.
+0.2%
(2.1%)
Counter to the declines on overall construction activity over the past 12 months, we’re continuing to see
increased use of double glazing, supported by increasing energy efficiency requirements for buildings.
9
AGG is building a
focused glass processing
business across south-
eastern Australia,
providing double glazing
and high performance
glass, with exceptional
customer service.
Revenue
$51.9m+3%
EBIT
1
($3.6m)+25%
•Australian Glass Group (AGG) is on positive trajectory,
achieving revenue growth despite soft market conditions
and an EBITDA
1
positive result for the second half of FY20.
•AGG’s clear strategy and marketing is showing good results
with an 11% increase in double glazing sales in FY20.
•Strong operational performance sustained, with DIFOT
improving 8% and quality issues reduced by 18%, reinforced
by further positive feedback in our latest customer survey.
•Completed the restructure of our New South Wales business
as announced in November 2019 to focus on double glazing.
We continue to anticipate growth in this segment over the
medium term, supported by changes in the National Building
Code anticipated to come into effect over calendar years
2022 and 2023.
10
1
Before significant items.
143.1
52.5
21.8
50.4
267.8
141.6
40.1
21.3
51.9
254.9
Residential NZCommercial Glazing NZRetrofit NZAustralian Glass GroupTotal group revenue
FY19FY20
FY20: Metroglass Group revenue (NZ$m)
Note:TheallocationofsalesbetweenresidentialandcommercialapplicationsisdifficultasMetroglassdoesn’talwaysknowtheenduseofapieceofglass.Thecategorisationmethodologyis
consistentacrossperiods,howeverCommercialGlazingrevenuewillincludesomelevelofresidentialglazingsalesandservices.
(7%) NZ
(1%)(24%)(2%)
(5%)
3%
11
(+5% in A$)
FY20: Financial results summary
1.Unlessotherwisestated,financialresultsareinclusiveofimpactsfromthenewleaseaccountingstandard(NZIFRS-16).Furtherdetailsareprovidedinnote7tothefinancialstatements.
2.Thedefinitionsforallnon-GAAPmeasuresoffinancialperformanceareprovidedonslide18ofthisrelease.
3.Thefullsegmentnoteisavailableinnote2oftheinterimfinancialstatements.
Segment results
NZ$m
3
FY20
Post IFRS 16
FY19
Pre IFRS 16
% change
FY20
Pre IFRS 16
New Zealand
Revenue
203.0217.4(7%)203.0
Gross profit %51.6%50.7%
SegmentalEBIT27.831.1(11%)25.9
Australia
Revenue
51.950.43%51.9
Gross profit %21.4%21.9%
Segmental EBIT(3.6)(4.8)25%(3.6)
Group results
NZ$m
1
FY20
Post IFRS 16
FY19
Pre IFRS 16
%
change
FY20
Pre IFRS 16
Revenue254.9267.8(5%)254.9
EBITDA before significant items
1,2
44.8 39.7 13%36.2
Depreciation & amortisation21.7 14.5 50%15.0
EBIT before significant items
1,2
23.2 25.2 (8%)21.2
Profit for the year before
significant items
2
10.9 14.2 (23%)11.9
Significant items(88.8)(9.2)(88.5)
Profit for the year(77.9)5.0 (76.6)
Basic EPS (cents)(42.0)2.7
Total dividend (cps)-3.8
12
EBIT bridge: FY19 to FY20 ($m)
New Zealand
Australia
13
New Zealand
Australia
25.2
21.2
23.2
7.2
2.7
1.1
0.4
1.4
1.0
1.3
0.1
1.9
FY19 EBIT
Underlying NZ gross profit
resulting from revenue decline
Factory and Glazing cost savings
NZ depreciation and amortisation
NZ other
Tasmania growth
New South Wales cost savings
Victorian sales mix
Other AGG costs
FY20 EBIT pre-IFRS-16
NZ IFRS-16 lease changes
FY20 EBIT post-IFRS-16
FY20: Group summary cash flow & balance sheet
•The group achieved reductions in working capital for the second
successive year through close management of trade debtors and
inventory
•Net operating cash flows increased this year, though the +31%
increase was primarily a result of IFRS-16 changes
•At 31 March 2020, the ratio of net debt to EBITDA was 1.9 times
(pre IFRS-16 basis). Reported net debt decreased by $16.5m year
on year. Group gearing
2
increased from 34.7% at 31 March 2019
to 46.5% at 31 March 2020 as a result of IFRS-16 changes
•Right-of-use assets and lease liabilities are now shown on the
balance sheet following the adoption of IFRS 16
Notes:
1.Networkingcapital:trade&otherreceivables+inventory-trade&otherpayables.
2.Gearing:netinterestbearingdebt/(netinterestbearingdebt+equity).
Key balance sheet items
(NZ$m)
FY20
Post IFRS 16
FY19
Pre IFRS 16
FY20
Pre IFRS 16
Net working capital
1
30.432.530.4
Property plant & equipment
59.664.659.6
Total assets
258.0286.8205.7
Right of use assets
50.4n/an/a
Lease liabilities
59.5n/an/a
Net debt
66.983.366.9
Total shareholders equity
76.8157.084.6
Keycash flow items
(NZ$m)
FY20
Post IFRS 16
FY19
Pre IFRS 16
FY20
Pre IFRS 16
EBIT pre significant items
23.225.221.2
Operating cash flows
30.823.624.4
Capital expenditure
8.77.88.7
Dividends paid
-7.0-
14
•An impairment review is undertaken at least every 12 months. As a result
of this year’s review, the Directors have resolved to impair the carrying
value of NZ goodwill by $86.5m as at 31 March 2020
•This goodwill balance arose from historical transactions before the
company’s IPO in 2014
•This is an accounting charge only with no change to cash flows and no
impact on bank covenants
•The result of this impairment is that the carrying value of net assets from
$0.85 per share as at 31 March 2019 to $0.41 per share as at 31 March
2020
•Further information on this testing and the underlying scenarios is
provided in note 4.2 to the financial statements
Impairment of intangible
assets in New Zealand.
For the year ended 31 March 2020
•As a consequence ofthe forecast
declines in construction activity post
COVID-19, and increased competitive
intensity, the carrying values of assets
were reviewed.
•The review was conducted using a set
of conservative, probability weighted
future scenarios.
15
Intangible assets (NZ$m)Goodwill on acquisitions
Opening balance –1 April 2019
140.0
Impairment of New Zealand goodwill
(86.5)
Foreign exchange impact
(0.4)
Closing balance –31 March 2020
53.1
Looking forward, Metroglass will closely monitor market activity levels and
reposition itself appropriately to reflect the changing conditions
The extent and prolonged nature of the anticipated declines in building activity
are highly uncertain
•As a result of COVID-19 we now expect building activity to decline in the
coming months and remain at lower levels for an extended period
•Our base case estimate for 9 month lagged NZ residential consents is that
they will decline marginally in FY21 before declining by c. 20% in FY22, and
then recovering by c. 5% in FY23
•Building activity in NZ essentially ceased during the COVID-19 shutdown
period and productivity was also impacted under Alert Levels 3 and 2. This
will impact on the traditional lag between residential housing consents and
glass demand, but this lag will provide Metroglass some opportunity to
observe market conditions in the coming months and refine our plans
accordingly
•While detached residential housing starts in Australia had begun to stabilise
and showed an improving trend at the start of 2020, we now expect a 20%
decline in our key states in FY21 (non-lagged), followed by a 9% recovery in
FY22
16
Metroglass will continue to reposition itself appropriately to reflect the
changing conditions
Remain confident in our strategy and ability to adapt as required
•In the coming year, we will work hard to support our
customers with excellent service and maintain our market-
leading position in New Zealand and growing position in
Australia
•We will continue to preserve cash, with a focus on critical
capital expenditure and proactive management of costs
•We’ve already made some progress on our operating and
overhead cost base during FY20 and have carried this focus
into FY21
17
Appendix: Reconciliation of non-GAAP to GAAP profit measures
Non-GAAP financial information
•Group results are reported under NZ IFRS. This presentation includes non-
GAAP financial measures which are not prepared in accordance with NZ
IFRS, being:
•EBITDA: Earnings before interest, tax, depreciation and amortisation
•Segmental EBIT: Earnings before interest and tax (EBIT) for either the
New Zealand or Australia segment of the Group
•EBIT pre-IFRS 16: Earnings before interest and tax (EBIT) adjusted to
remove the impact of changes from NZ IFRS 16 (lease accounting
standard)
•NPAT pre-IFRS 16: Profit for the year (NPAT) adjusted to remove the
impact of changes from NZ IFRS 16 (lease accounting standard)
•We believe that these non-GAAP financial measures provide useful
information to readers to assist in the understanding of our financial
performance, financial position or returns, but that they should not be
viewed in isolation, nor considered as a substitute for measures reported in
accordance with NZIFRS
•Non-GAAP financial measures may not be comparable to similarly titled
amounts reported by other companies
Full year to 31 March 2020
FY20FY19
($M)($M)
Profit for the year before significant items10.9 14.2
Add: Tax adjustments relating to prior periods0.9 -
Less: NSW restructure costs(3.2)-
Less: Impairment of intangible assets(86.5)(9.2)
Profit for the year (GAAP)(77.9)5.0
Add: taxation expense2.3 5.5
Add: net finance expense7.0 5.1
Earnings before interest and tax (EBIT) (GAAP)(67.9)15.7
Add: depreciation & amortisation21.714.5
EBITDA(46.2)30.1
EBIT (GAAP)(67.9)15.7
Add: NSW restructure costs4.6 -
Add: Impairment of intangible assets86.5 9.6
EBIT before significant items23.2 25.2
EBITDA(54.0)30.1
Add: NSW restructure costs4.6 -
Add: Impairment of intangible assets86.5 9.6
EBITDA before significant items37.1 39.7
Profit for the year (GAAP)(77.9)5.0
Add back: amortisation of acquisition-related
intangibles and its associated tax effect
1.4 1.7
NPATA(76.4)6.7
18
Appendix: FY20 half on half performance
19
1
Before significant items.
Segment results
(NZ$m)
Under IFRS 16Under IFRS 16Under IFRS 16Under IFRS 16Pre IFRS 16Pre IFRS 16
2H201H202H191H192H201H20
New Zealand
Commercial17.322.828.324.217.322.8
Residential66.674.966.576.766.674.9
Retrofit9.511.89.712.29.511.8
Total revenue93.4109.6104.4113.093.4109.6
Gross profit %50.1%52.9%50.4%51.0%49.0%52.1%
Segmental EBIT
1
10.617.214.117.09.616.3
Australia
Revenue24.827.122.927.524.827.1
Gross profit %21.3%21.5%16.0%26.9%21.2%22.3%
Segmental EBIT
1
(1.33)(2.3)(3.44)(1.3)(1.4)(2.2)
Contact information
Metro Performance Glass Limited
5 Lady Fisher Place, East Tamaki
Auckland 2013, New Zealand
Ph: (+64) 09 927 3000
www.metroglass.co.nz/
Simon Mander –Chief Executive Officer
Simon.Mander@metroglass.co.nz
(+64) 029 636 2661
Brent Mealings–Chief Financial Officer
Brent.Mealings@metroglass.co.nz
(+64) 021 240 6463
Andrew Paterson –Investor Relations
andrew.paterson@metroglass.co.nz
(+64) 027 403 4323
20
---
ANNUAL
REPORT
2020
This report is dated
19 June 2020 and is
signed on behalf of
the Board of Metro
Performance Glass Limited
by Peter Griffiths, Chair,
and Bill Roest, Director.
Peter Griffiths
Chairman
Willem (Bill) Roest
Director
The Metroglass group delivered on its
2020 EBIT guidance and net debt reduction
target set in November 2019 – despite the
closure of New Zealand operations towards
the end of March due to COVID-19.
The strength of our customer
relationships in New Zealand supported
stable performance in the competitive
window manufacturer segment, as we
reduced our exposure to large-scale
commercial glazing projects.
Australian Glass Group began to deliver
on its turnaround plan despite significant
declines in market activity – achieving
revenue growth, sustained strong
operating performance, and an EBITDA
1
positive result for the second half.
The group continued to strengthen its
financial position this year through strong
operating cash flows, efficient use of
capital expenditure, and cost management.
Net debt has been reduced by 29% or
$27.4 million to $66.9 million over the past
two years putting the group in a stronger
position to weather anticipated declines
in economic and building activity. Financial
covenant relief has also been agreed for
the 2021 financial year.
Chair and Chief Executive’s Review .........................................2
Management Review ...................................................................8
Our Strategy at a Glance .......................................................12
Board of Directors .....................................................................14
Senior Leadership Team ..........................................................16
Financial Statements ...............................................................19
Notes to the Financial Statements ....................................25
Independent Auditor’s Report ..............................................63
Corporate Governance ............................................................70
Remuneration Report ..............................................................78
Statutory Information .............................................................82
Company Directory ...................................................................88
1. Earnings before interest, tax, depreciation and amortisation;
before significant items.
Metro Performance Glass’ (Metroglass) focus
on strengthening key customer relationships
has continued to support our financial
performance this year, particularly in the face
of challenging market dynamics. Metroglass
New Zealand reinforced its market leadership
in a competitive market, while Australian
Glass Group (AGG) continued to deliver on
its turnaround plan, growing revenue and
achieving an EBITDA
1
positive result in the
second half of the year.
The group has continued to
focus on strengthening its
financial position through
the generation of operating
cash flows, efficient use of
capital expenditure, and cost
management to reduce its
net debt by 29% or $27.4
million to $66.9 million over
the past two years. We’ve
also agreed relaxed financial
covenants with our banking
partners for the 2021
financial year, and these
combined efforts have put
the group in a stronger
position to weather the
declines in economic and
building activity which likely
lie ahead.
We operate in a dynamic and
competitive environment.
Despite the added
uncertainty caused by
the pandemic, Metroglass’
board and management
team remain confident in
the group’s strategy of
1. Earnings before interest, tax, depreciation and amortisation,
before significant items.
Peter Griffiths
CHAIRMAN
Simon Mander
CEO
CHAIR AND CHIEF
EXECUTIVE’S REVIEW
The impacts of COVID-19
were increasingly felt
towards the end of March
and had a dramatic effect on
operations in New Zealand
post the company’s financial
year end of 31 March 2020
(FY20). We discuss the
impacts of COVID-19 and
our response on page 3.
Metro Performance Glass
is a leading provider of
glass processing and glazing
solutions in Australasia, with
a team of over 1,150 people
committed to delivering
exceptional products and
services for our customers.
We are pleased to report
that the Metroglass
group delivered on the
FY20 EBIT guidance and
net debt reduction target
set in November 2019,
despite losing a week of
New Zealand operations
at the end of March due
to the COVID-19 shutdown.
METRO PERFORMANCE GLASS LIMITED
2
ANNUAL REPORT 2020
We moved swiftly and
safely to appropriately
scale down and close all
glass processing and
installation, and immediately
implemented alternative
working arrangements
where possible to keep the
business moving forward.
We elected to continue
paying all salaried and waged
staff in full throughout the
shutdown period, which we
considered vital to limit the
stress and anxiety our
employees and their families
felt during this highly
uncertain period. The
company qualified for and
received the wage subsidy
from the New Zealand
Government for 926
employees, totalling
$6.5 million.
Our people maintained
a high level of connection
with customers during the
shutdown period, supporting
them with essential glazing
services, cash-flow planning,
COVID-19-related safety
protocols, and ensuring
they were informed of
relevant government
subsidies and support.
All Metroglass processing
and installation operations
resumed, with health and
safety and physical distancing
protocols in place, at
COVID-19 Alert Level 3 on
28 April. Thanks to the
significant preparation
work completed during the
lockdown, our teams were
able to restart and ramp-up
production to pre-COVID-19
levels within one week.
Australian Glass Group
(AGG) has not faced material
disruption from COVID-19
restrictions to date. In line
with New Zealand’s
operations and Australian
Government directives,
the company introduced
health and safety and
physical distancing
protocols to ensure the
safety of its workforce.
COVID-19 has had near-term
impacts on group operations
and financial performance
and is expected to
contribute to a material
decline in New Zealand and
Australian economic activity
for at least the next 12 to
24 months. Several actions
have been taken to preserve
the cash position of the
company during this time,
including cost control
measures, the seeking
of rent relief and the
cancellation or deferral
of all non-essential
capital expenditure.
Metroglass further
strengthened its financial
position this year and
retained borrowing
headroom of more than
$50 million at 31 March 2020.
The company took the
prudent step of agreeing
a relaxation of Metroglass’
key financial covenant: net
debt to EBITDA from 3.0x
to 4.0x for all tests up to
and including 31 March 2021.
The company and its banking
partners are continuing
to engage in constructive
discussions to provide for
future requirements.
The board and management
team continue to evolve a
series of forward-looking
scenarios and strategic
plans to enable the group
to rapidly respond to
changes in market
conditions. The extent and
prolonged nature of the
anticipated declines in
building activity are
uncertain and these
scenarios will continue to
change as the future path
of the economy becomes
clearer. Metroglass is
focused on retaining our
market leadership position
and emerging from this
challenges in as strong
a position as possible.
COVID-19 EXCERPT
On 25 March 2020, Metro Performance Glass (Metroglass)
significantly scaled down or closed its operations across New Zealand
in response to the Government’s move to COVID-19 Alert Level 4. The
Group noted its support for the steps being taken by the New Zealand
Government to manage and mitigate the effects of the pandemic.
providing the best customer
service, developing its people,
and leveraging its scale to
efficiently deliver leading
glass solutions.
A range of initiatives are
being advanced to ensure
we remain focused on our
key customers, are resilient
across a range of market
conditions, and are well
positioned to take advantage
of future opportunities.
During the 2020 financial
year, we made several
changes to our organisational
structure, our shift patterns,
maintenance practices and
raw material supply chains.
We have also continued to
develop our people and
expand our apprenticeship
programme, and we invested
in factory equipment to
improve performance and
reduce our safety risks.
In November 2019,
Metroglass announced that
AGG’s New South Wales
(NSW) business would be
reoriented to focus on the
production of double-glazed
units. This restructure
resulted in significant
reductions in operating
costs and helped to position
the business for future
growth in line with supportive
changes in the National
Building Code anticipated
to come into effect in
calendar years 2022
and 2023.
AGG is now on a positive
track and has executed well
against its turnaround plan
in the second half of the year.
3
Despite a softening market,
AGG achieved revenue
growth and delivered a
positive EBITDA result for
the second half of the year.
REVENUE AND EARNINGS
PERFORMANCE
Group revenue of $254.9
million was 5% below
last year’s result, with
New Zealand revenue
declining 7% to $203.0 million
and Australian revenue
growing 3% to $51.9 million.
Group EBIT
2
declined 8%
in FY20 to $23.2 million,
before significant items
3
but inclusive of the
impacts from adopting
the IFRS-16 lease
accounting standard.
In New Zealand, Metroglass’
EBIT before significant items
fell 11% from $31.1 million to
$27.8 million, with the reduced
contribution from commercial
glazing more than offsetting
the $1.9 million net benefit
from adopting the new IFRS-
16 lease accounting standard.
AGG’s annual EBIT loss,
before significant items,
decreased by $1.2 million
to $(3.6) million this year,
facilitated by strong growth
in Tasmania and cost
reductions in NSW. This
financial performance
remains below an acceptable
level and more work is still
to be done, however the
business is showing steady
improvement and is on an
encouraging path.
The negative repercussions
on the New Zealand economy
caused by the COVID-19
pandemic are expected to
be significant and result in
lower construction activity
for the coming 12 - 24
months. Glass processing
and installation continue
to be very competitive.
The currently heightened
level of uncertainty has
made accurate forecasting
particularly challenging,
which we discuss further in
the outlook section below.
The carrying values of
the company’s intangible
assets were reviewed in this
context, which resulted in
an $86.5 million impairment
to New Zealand goodwill,
which initially arose from
acquisitions completed in
2012 (pre-IPO). This non-
cash charge has no impact
on the company’s bank
covenants and is presented
as a significant item in the
FY20 financial statements.
Principally as a result of the
New Zealand impairment
charge, we have reported
a statutory Net Loss After
Tax of $(77.9) million in FY20,
down from a Net Profit
After Tax (NPAT) of $5.0
million in FY19. NPAT before
significant items
3
declined
to $10.9 million from $14.2
million in the prior year.
NEW ZEALAND – ENRICHING
THE CUSTOMER RELATIONSHIP
Metroglass continues to
operate in an increasingly
competitive market and is
committed to providing a
differentiated and market-
leading customer experience.
This year we have focused
on defending our market
position, diversifying
our risk exposures and
strengthening relationships
with our key customers.
Despite the number of
building consents increasing
over the past year, in our view
supply constraints across
the broader construction
industry have restricted the
level of actual construction,
with activity in our core
residential segment remaining
broadly in line with last year.
All architectural glass used
in New Zealand construction
is imported and the total
volume of glass imports
declined by 7% over the
past 12 months
4
.
Metroglass’ key service
performance measures
remained strong throughout
the year, with a 30%
reduction in the rate
of external rework and
delivery-on-time-in-full
(DIFOT) and late-tail-DIFOT
performance continuing
in line with last year.
During the year, the company
implemented improvements
in customer communications
and tailored service offerings
to meet the needs of its key
customers. Pleasingly, our
second New Zealand-wide
customer survey conducted
in November 2019 achieved
CHAIR AND CHIEF EXECUTIVE’S REVIEW CONTINUED
CHAIR AND CHIEF EXECUTIVE’S REVIEW CONTINUED
2. Earnings before interest and tax, before significant items.
3. FY20 significant items: $86.5m impairment of New Zealand goodwill, $4.6m of NSW
restructure costs and $0.9m of positive tax adjustments relating to prior periods.
FY19 significant item: $9.6 million impairment of Australian intangible assets.
4. Source: Statistics New Zealand, 12 months ended 31 March 2020.
1. Earn.EiaE1gsb.refgoorft1t .,
4
ANNUAL REPORT 2020
7.5/10 (June 2019: 7.3/10),
further validating our
progress in fostering these
relationships. The quality of
these relationships continues
to be critical in a very
competitive industry.
Our people are the key
that unlocks our customer
relationships and our value
proposition. Through
improved communications,
training and support
initiatives, we have seen
positive improvements in
the engagement and
feedback from our teams.
In our FY20 employee
engagement survey, we
recorded an increase of
19% in the number of
actively engaged staff.
Learning and development
are very important parts
of Metroglass’ operations,
and during FY20 we launched
a learning management
system which has enabled
our employees to develop and
transfer skills and capabilities
across the company.
Our focus on upskilling
the next generation of the
Metroglass workforce has
seen us more than double
our apprentice numbers this
year, with over 70 employees
now on the journey towards
gaining a professional
qualification. We have also
bolstered the tools,
frameworks and training
we provide our people
leaders, allowing them to
improve the development and
performance of their teams.
The safety and wellbeing
of our people is always at
the centre of our people
initiatives. Our safety
During the year the
company implemented
improvements in customer
communications and
tailored service offerings
to meet the needs of our
key customers.
statistics show we still
need to improve in this
area, with the number of
incidents remaining at a
similar level to the prior two
years. The company’s safety
programme and systems
are evolving and maturing,
and we are continuing to
put considerable effort into
supporting our teams with
improved safety equipment,
refreshed policies, practices
and training. During the year,
we installed a significant
number of additional
lifting cranes in our plants
which has meaningfully
reduced the need for
manual lifting of heavy
products going forward.
AUSTRALIAN GLASS GROUP
– STRENGTHENING OUR
MARKET POSITION
AGG is building a focused
glass processing business
across south-eastern
Australia, providing high
performance glass and
double glazing, with
exceptional customer service.
Pleasingly, AGG’s revenue
grew (in Australian dollar
terms) by 5% this year,
despite Australian residential
starts falling 13% in calendar
year 2019.
In November 2019 we
announced that our NSW
operations would be
reoriented to focus on
supplying double-glazed
units. Local production of
other glass products was
significantly scaled down, the
physical production footprint
has been condensed from
four buildings to two, and
operating costs have
materially reduced.
5
NSW represents a meaningful
long-term growth opportunity,
as the state has a very low,
but increasing, penetration
of double glazing in windows
and doors. A set of supportive
legislative changes in the
National Building Code is
anticipated to come into
effect in calendar years 2022
and 2023. These changes will
require new residential
buildings to be constructed
to an increased energy-
efficiency rating, which can
readily be achieved with double
glazing. This requirement
was introduced for new
commercial buildings in
2019 and the subsequent
increased usage and
interest in double glazing
has been significant.
Tasmanian operations have
continued to deliver further
growth in revenue and
market share since starting
in early 2018, and AGG
Victoria maintains a strong
position within a highly
competitive market.
AGG has maintained its
operational performance
with DIFOT improving 8%
and external rework declining
18% during FY20. Our second
Australian customer survey,
conducted in November 2019,
saw AGG maintain its strong
rating of 8.0/10 (8.0/10 in
July 2019); this validates the
improvements in its service
offering to customers.
Our Australian team has
delivered well against its
turnaround plan over the
past six months. The board
and management team are
appreciative and proud
of their commitment
and results.
CAPITAL MANAGEMENT
Metroglass reduced net
debt by $16.5 million this
year, to $66.9 million as
at 31 March 2020. This
was supported by strong
operational cash flow,
focused capital expenditure
across the group, and
further reductions in
working capital.
Capital expenditure was
managed conservatively with
$8.7 million being invested in
key safety equipment, core
information systems, as well
as by enhancing our digital
printing capability and other
operational capability.
Before the significant
impacts from the COVID-19
pandemic became clear,
the board had expected to
reach the leverage target
of 1.5x net debt to EBITDA
(pre IFRS-16) during the
2021 financial year. As
at 31 March 2020 this
ratio was 1.9x. We remain
committed to the 1.5x
leverage target, ensuring
the strength and stability
of the company’s financial
position and will continue
to prioritise debt reduction.
As at 31 March 2020,
Metroglass retained
borrowing headroom of
more than $50 million.
The company’s banking
partners have agreed to
relax Metroglass’ key
financial covenant: net
debt to EBITDA from 3.0x
to 4.0x for all tests up to
and including 31 March 2021,
and we are continuing to
engage in constructive
discussions to provide
for future requirements.
CHAIR AND CHIEF EXECUTIVE’S REVIEW CONTINUED
Capital expenditure was
managed conservatively with
$8.7 million being invested
in key safety equipment and
core information systems,
and operational capability.
METRO PERFORMANCE GLASS LIMITED
6
ANNUAL REPORT 2020
OUTLOOK
While the implications of
the COVID-19 pandemic
on construction activity in
New Zealand and Australia
are uncertain, we expect
a significant decline in
economic activity for at
least the next 12 to 24
months. At present external
forecasters are generally
predicting a moderate to
severe reduction in both
New Zealand residential
consents and Australian
housing starts over
this period.
Metroglass’ financial
performance is strongly
correlated with the cyclical
nature of the construction
industry. New residential
dwelling consents in
New Zealand provides a
leading indicator of future
demand and was running at
historical highs in 2019 and
early 2020. However, as a
result of COVID-19 we now
expect building activity to
decline in the coming months
and remain at lower levels
for an extended period.
Given the current heightened
level of uncertainty, the
board and management
team consider it prudent
to develop and monitor a
number of conservative
forward-looking scenarios.
These scenarios have been
formed after assessing
a wide range of inputs
including economic forecasts,
observed market data points
including the implications
observed during previous
recessionary events,
feedback from customers,
and analysis of the company’s
sales trends and existing
forward books of work.
Building activity in New Zealand
essentially ceased during the
COVID-19 shutdown period
and productivity was also
impacted under Alert Levels
3 and 2. This will impact on
the traditional 9-month lag
between residential housing
consents and glass demand,
but this lag will continue to
provide Metroglass some
opportunity to observe
market conditions in the
coming months and refine
our plans accordingly.
Our base case estimate
for 9 month lagged NZ
residential consents is
that they will decline
marginally in FY21 before
declining by c. 20% in
FY22, and then recovering
by c. 5% in FY23.
While detached residential
housing starts in Australia
had begun to stabilise and
showed an improving trend
at the start of 2020, we now
expect a 20% decline in our
key states in FY21 (non-
lagged), followed by a 9%
recovery in FY22.
These are current estimates
and subject to change.
The extent and prolonged
nature of the anticipated
declines in building activity
are uncertain and these
scenarios will continue to
change as the future path
of the economy becomes
clearer. The board and
management are
focused on positioning
the group to traverse
this changing environment.
We will continue to preserve
cash, with a focus on critical
capital expenditure and
effective and proactive
management of costs.
We have made some
progress on our operating
and overhead cost base
during FY20 and will carry
this focus into FY21 to
position the group to
emerge successfully from
the effects of the pandemic.
PETER GRIFFITHS
Chair
SIMON MANDER
Chief Executive
7
MANAGEMENT
REVIEW
SUMMARY
Group revenue of $254.9 million for the
full year ended 31 March 2020 (FY20) was
5% below the previous 12-month period.
New Zealand revenue declined 7% to
$203.0 million, while AGG’s revenue
increased 3% to $51.9 million.
GROUP REVENUE BY SEGMENT ($M)
Residential
NZ
Commercial Glazing
NZ
143.1
141.6
52.5
40.1
21.3
51.9
254.9
267.8
-7% (NZ)
-1%
21.8
50.4
Retrofit
NZ
Total Group
Revenue
Australian
Glass Group
FY19
-5%
FY20
-2%-24%+3%
(+5% in A$)
All values stated herein are in New Zealand dollars (NZD) unless otherwise stated. The financial
reporting impacts of the new lease accounting standard (IFRS-16) are detailed in note 7 to the
financial statements on page 58.
Group EBIT fell 8% in
FY20 to $23.2 million,
before significant items
but inclusive of a $1.9
million net benefit through
adopting the new IFRS-16
lease accounting standard.
The negative repercussions
on the New Zealand economy
caused by the COVID-19
pandemic are expected to
be significant and result
in lower construction
activity for the coming
12 - 24 months. The glass
processing and installation
industry also continues to
be very competitive with
significant increases in
supplier capacity having
come online over the past
few years. The carrying values
of the company’s intangible
assets were reviewed
in this context, which
resulted in an $86.5 million
impairment to New Zealand
goodwill. This non-cash
charge has no impact
on the company’s bank
covenants and is presented
as a significant item in the
FY20 financial statements.
Principally as a result of this
impairment charge, the
group reported a statutory
Net Loss After Tax of $(77.9)
million in FY20, down from a
Net Profit After Tax (NPAT)
of $5.0 million in FY19. NPAT
before significant items
declined to $10.9 million
from $14.2 million in the
prior year.
METRO PERFORMANCE GLASS LIMITED
8
ANNUAL REPORT 2020
SUMMARY OF RESULTS FOR THE 12 MONTHS ENDED 31 MARCH 2020 (FY20)
$MNEW ZEALANDAUSTRALIAGROUP
FY20FY19FY20FY19FY20FY19
Results: After adoption of IFRS-16 (leases)
Revenue203.0 217.4 51.9 50.4 254.9267.8
Segmental EBIT before significant items27.8 (3.6)
EBIT before significant items 23.2
EBIT (67.9)
Profit for the year before significant items 10.9
Profit for the year (NPAT) (77.9)
Results: Before adoption of IFRS-16 (leases)
Revenue203.0 217.4 51.9 50.4 254.9267.8
Segmental EBIT before significant items25.9 31.1 (3.6)(4.8)
EBIT before significant items 21.225.2
EBIT(69.5)15.7
Profit for the year before significant items 11.914.2
Profit for the year (NPAT)(76.6)5.0
GROUP EBIT BRIDGE ($M)
FY19 EBIT
Underlying NZ gross
profit resulting from
revenue decline
Factory and Glazing
cost savings
NZ depreciation
and amortisation
NZ other
25.2
7. 2
2.7
1.1
0.4
1.4
1.0
1.3
0.1
21.2
1.9
23.2
Tasmania growth
New South Wales
cost savings
Victoria sales mix
Other AGG costs
FY20 EBIT
pre-IFRS-16
NZ IFRS-16
lease changes
FY20 EBIT
post IFRS-16
New ZealandAustralia
9
Building activity in
New Zealand essentially
ceased during the COVID-19
shutdown period and
productivity was also
impacted under Alert
Levels 3 and 2. This will
impact on the traditional
9-month lag between
residential housing
consents and glass demand,
but this lag will continue to
provide Metroglass some
opportunity to observe
market conditions in the
coming months and refine
our plans accordingly.
MANAGEMENT REVIEW CONTINUED
Strong operational cash flow,
focused capital expenditure
and further reductions in
working capital enabled the
group to reduce net debt by
$16.5 million to $66.9 million
NEW ZEALAND REVENUE
$203.0M
(-7%)
Total revenue in New Zealand
declined by $14.4 million
(or 7%) to $203.0 million,
principally due to reduced
revenue in the commercial
segment compared with
the prior year, and variable
demand in the residential
window manufacturing
segment in the first half
of FY20.
Despite competitive
pressures and pricing
reductions in the company’s
key residential segment,
residential revenues of
$141.6 million remained
in line with last year.
Commercial glazing revenue
declined 24% in FY20 to
$40.1 million, as the business
lowered its risk tolerance
and focused on small-to-
medium-sized projects.
This focus presents
opportunities for future
targeted growth but
meant that fewer large-
scale projects were
completed compared
to the previous year.
Revenue from the Retrofit
double-glazing channel
declined 2% to $21.3 million.
During FY20, we further
refined the targeting of
our marketing activity and
pleasingly reduced the
average acquisition cost
per customer. Many
consumers are continuing
to undertake partial rather
than full house installations;
however, the average
contract size did increase
versus the prior year.
New Zealand’s EBIT of
$27.8 million, inclusive of the
net benefit of $1.9 million
from the changes to lease
accounting standards, was
11% below last year primarily
as a result of the lower
revenue. Offsetting this
were savings in material
costs due to sound inventory
and factory management as
well as savings achieved by
hiring glazing subcontractors
and labour according to
project workload.
Impairment of
New Zealand goodwill
The impacts of COVID-19
on the group have already
been wide-ranging and
significant. We outline these
and our responses as part
of the COVID-19 excerpt
on page 3. The heightened
level of uncertainty at this
time has made accurate
forecasting of the future
particularly challenging.
The New Zealand construction
industry is now expected
to face significantly lower
activity levels for the coming
12 - 24 months as a result of
the deteriorating economic
conditions. This includes
the significant decline
anticipated in net migration
which will directly impact
housing demand. The glass
processing and installation
industry also continues to
be very competitive with
significant increases in
supplier capacity coming
online over the past
few years.
Due to the current level of
uncertainty, management
have developed a number
of potential future scenarios
that show a range of plausible
outcomes. In forming these
scenarios, management have
considered the views of
several economic forecasters,
observed market data points
(including building consents),
feedback from customers,
analysis of existing forward
books of work, anticipated
customer wins and/or
losses and other
competitive dynamics.
AGG made positive steps in its
turnaround plan, gaining market
share and delivering strong
service levels for its customers.
METRO PERFORMANCE GLASS LIMITED
10
ANNUAL REPORT 2020
Our base case estimate
for 9 month lagged NZ
residential consents is that
they will decline marginally
in FY21 before declining by c.
20% in FY22, and then
recovering by c. 5% in FY23.
Further detail on the
company’s future scenarios
is provided alongside note 4.2
to the financial statements
on page 43.
As a result, the board and
management reviewed
the carrying values of
Metroglass’ assets,
resulting in an $86.5 million
impairment on New Zealand
goodwill. This non-cash
charge has no impact
on the company’s bank
covenants and is presented
as a significant item in the
FY20 financial statements.
The New Zealand goodwill
balance predominantly arose
through the acquisition
of Metropolitan Glass and
Glazing Limited and its
subsidiaries by Metroglass
Holdings Limited on
31 January 2012 (pre-IPO).
AUSTRALIAN GLASS
GROUP REVENUE
$51.9M
(+3%)
AGG continued to
consistently deliver on its
service-led value proposition
throughout the year. AGG’s
revenue increased by 3%
to $51.9 million in FY20
with further growth in
the Tasmanian business
offsetting structural
changes made in NSW.
In Australian dollar terms,
AGG’s revenue increased
5% in FY20, from $47.0
million to $49.2 million.
This revenue growth was
particularly pleasing given
the significant deterioration
in Australian construction
activity during the year.
In the second half of FY20
(the 6 months ended 31
March 2020) AGG continued
its momentum and
significantly improved on the
prior comparable period, with
an 8% increase in revenue,
8% reduction in operating
costs, and a 12% reduction
in overheads, delivering a
positive EBITDA result.
AGG’s FY20 EBIT loss
of $(3.6) million improved
$1.2 million over the prior
year’s results, supported
by growth in Tasmania and
costs savings in NSW.
The Tasmanian business
(commissioned in early 2018)
continued its accelerated
ramp-up, with processing
volumes growing by more
than 50% over the last
12 months. Victoria grew
processing volumes
by 4% and revenue by
$1.2 million during FY20,
within a challenging and
competitive market.
As expected, processing
volumes and revenue
declined in NSW following the
restructure and refocusing
of this business towards
double glazing. However,
double-glazing revenue in
the region increased 11%
compared with the prior year.
AGG made several positive
steps forward in its
turnaround plan this year,
gaining market share and
delivering strong service
levels for its customers. The
business holds a relatively
small but increasing position
in the large and fragmented
south-east Australian
glass processing market
and we continue to see
potential and long-term
value in this investment.
AGG is well positioned to
benefit from the anticipated
roadmap of National
Building Code changes
that will further boost the
demand for double glazing.
CASH FLOW AND
BALANCE SHEET
Metroglass reduced net
debt by $16.5 million this
year, to $66.9 million as
at 31 March 2020. This
reduction was supported by
strong operational cash flow,
focused capital expenditure
across the group and further
reductions in working capital.
Total working capital for
the group declined from
$32.5 million to $30.4 million
as a result of reduced sales
and sound management of
inventory and debtors.
Capital expenditure
increased 12% on the prior
year, to $8.7 million, as the
company invested in safety,
capability and efficiency
projects to support
Metroglass’ position in the
market. These initiatives
included enhanced digital
printing capability, improved
manual handling equipment,
and upgrades to core
information systems.
Metroglass further
strengthened its financial
position this year and
retained borrowing headroom
of more than $50 million
at 31 March 2020. The
company’s banking partners
have agreed to relax
Metroglass’ key financial
covenant: net debt to EBITDA
from 3.0x to 4.0x for all
tests up to and including
31 March 2021. As part of
this covenant relief, the
Group agreed to a quarterly
covenant testing regime,
a cap on non-specified
growth capital expenditure
and a continued cessation
of dividend distributions
until the Net Debt to
EBITDA ratio is below 1.5x.
We continue to work closely
with our banking lenders
and engage in constructive
discussions to provide for
future requirements as
the economic conditions
in both New Zealand and
Australia become clearer.
Existing bank facilities extend
through until 31 August
2021, providing the group
the opportunity to consider
various options to reduce or
refinance its borrowings.
AGG continued to consistently
deliver on its service-led value
proposition throughout the year.
11
OUR STRATEGY
AT A GLANCE
SAFETY
Embed ‘Home safe
every day’ as our
way of life
PRODUCT &
PROCESS QUALITY
Right first time,
every time
OUR
CUSTOMER
At the centre of
everything we do
OUR
PEOPLE
We value,
inspire, train and
develop our team
OWNING
OUR WORK
We take
responsibility and
work as one team
THE METRO WAY
Petr Gierf rPhsWeGlmh((GmBPBte)
12
ANNUAL REPORT 2020
OUR OBJECTIVESFY20 PROGRESS
DELIVER MARKET LEADING
CUSTOMER SERVICE TO OUR
CUSTOMERS
Quality and service are key differentiators
for our customers and critical to their
success and profitability.
• Conducted our second group-wide customer survey, which showed consistent
scores overall and further shift towards ‘positive feedback’, with 2.2 positive
comments for every 1 negative (Prev. 1.4:1)
• Metroglass worked hard to strengthen its relationships with key customers
in New Zealand and delivered a 30% reduction in external rework alongside
stable DIFOT
• Achieved our goal of resetting AGG service performance. AGG operated very
consistently in FY20, with DIFOT improving by 8% and external rework down by
18% AGG is now recognised as a leading Australian double glazing provider, and
delivered revenue growth despite significant declines in overall building activity
• AGG piloted and launched AGG Connect™, our digital platform enabling an
improved customer experience
DEVELOP OUR
ORGANISATIONAL CAPABILITIES
Our people are the key to unlock our value
proposition and critical relationships with
customers. To cultivate this we are investing
in our people, their capabilities, and our
support systems.
• We made progress in reducing our safety risks, but reducing incidents remains
a top priority. The company’s safety programmes and systems are evolving and
maturing, and we are continuing to put effort into supporting our teams with
improved safety equipment, refreshed policies, practices and training. This year
we installed a considerable amount of additional lifting equipment to reduce
repetitive manual handling tasks, and health and safety risks
• Launched a learning management system to enable our employees to develop
and transfer skills and capabilities across the company
• Our latest group-wide employee survey pleasingly showed a 16% increase in the
percentage of engaged employees
• We’re supporting more than 70 apprentices who are now on the journey towards
gaining a professional qualification
• Deployed training and support initiatives to help people leaders improve
the performance and development of their teams
UPHOLD OUR SCALE STRENGTH
THROUGH PRODUCT & CHANNEL
LEADERSHIP
Metroglass’ scale and leadership position
in the New Zealand flat-glass market
provides advantages across customer
support, procurement, manufacturing and
distribution. We will continue to operate
across multiple channels in NZ, offering varied
cycle exposures and growth opportunities.
AGG operates in a much larger and more
fragmented market where a smaller targeted
player can be successful. AGG will continue
to build a strong market position targeted
on providing double glazing and high-
performance glass in the South East
Australian market. Glass is a rapidly evolving
product and we are well placed to continue
to provide market leading offerings.
• Metroglass’ NZ margins grew, but revenue declined as a result of the business
actively de-risking its position in the more complex end of the commercial glazing
segment (with commercial revenue down 23%)
• Introduced an improved technical specification process for generic balustrades
and pool fencing – significantly reducing lead-times for customers
• Completed a national realignment process in our retrofit business, leveraging
regional best practices and approaches to improve future service delivery for
our customers
• Launched market-leading LowE ‘Extreme’ double glazing for the premium window
market which offers similar performance to some triple glazing products
• AGG continued to grow in declining market, with further significant growth
achieved in Tasmania
• AGG successfully released a suite of high-performance glass products into the
domestic and light commercial market, and continue to see the interest in double
glazing grow
LEVERAGE OUR SCALE TO
DELIVER SOLUTIONS EFFICIENTLY
A persistent focus on increasing efficiency
and automation and lowering costs is
essential for the long-term sustainability
of our business, and to enable us to compete
successfully against imports and changing
industry dynamics.
• Across both New Zealand and Australia, we have ramped up and streamlined the
processes for producing and then shipping product between regions, ensuring that
we can continue to meet customer demands across our markets
• Continuous improvement initiatives across all of our manufacturing plants are
continuing to support the operational performance in New Zealand and Australia
• Restructured our Christchurch operations in the first half of the year, supporting
improved South Island profitability, and simplified the shift structures in our
Highbrook plant
• Reshaped our commercial glazing business to more efficiently execute the small to
medium projects within our pipeline
• Restructured the New South Wales business to clearly focus it on the growing
double glazing segment
1
2
3
4
13
PETER GRIFFITHS
Independent, Non-Executive
Chair
Appointed: September 2016
After a career in the energy
industry Peter has become
a professional director. His
last executive position was
as Managing Director of
BP Oil New Zealand, retiring
in 2009. He has previously
served on a number of
boards including Z Energy,
Marsden Maritime Holdings,
The New Zealand Refining
Company, and New Zealand
Oil and Gas. He is also
Chair of the New Zealand
Business and Parliament
Trust and has private
interests in general aviation.
Peters holds a Bachelor
of Science (Honours)
degree from Victoria
University of Wellington.
ANGELA BULL
Independent, Non-Executive
Director, Chair of the People
and Culture Committee
Appointed: May 2017
Angela is currently the
Chief Executive Officer of
Tramco Group Limited, a
large New Zealand property
investment company, a
director of the Real Estate
Institute of New Zealand
and, realestate.co.nz, and
a director of Callaghan
Innovation Research Limited.
She joined Tramco Group
in February 2016. Prior to
leading Tramco, Angela held
a number of senior positions
over a 10-year period with
Foodstuffs, most recently
being General Manager
Property Development for
Foodstuffs North Island.
This was preceded by
a legal career, including
roles with Chapman Tripp,
the Crown Law Office
and Simpson Grierson.
Angela holds Bachelor
of Arts and Bachelor of
Laws degrees from the
University of Auckland.
BOARD OF
DIRECTORS
RUSSELL CHENU
Independent, Non-Executive
Director, Member of the Audit
and Risk Committee
Appointed: July 2014
Russell has significant
experience in the corporate
sector with more than 23
years in senior management
roles. He has considerable
expertise in senior finance-
related roles, including with
building products companies.
Russell is currently an
independent director and
the Chairman of the Audit
and Risk Committee of
ASX-listed businesses CIMIC
Group Limited and Reliance
Worldwide Corporation
Limited. He is also a
director of James Hardie
Industries plc, following a
23-year career with the
company, holding various
management and executive
positions in a number of
countries, including most
recently serving as Group
Chief Financial Officer
from 2004 to 2013. Before
this role, Russell served as
Chief Financial Officer for
several ASX-listed companies
(TAB, Delta Gold, Australian
National Industries and
Pancontinental Mining) and
Mighty River Power. He was
also previously Treasurer of
Pioneer International. Russell
has a Bachelor of Commerce
degree from The University
of Melbourne, a Master of
Business Administration
from Macquarie Graduate
School of Management and
is a Member of the Society
of Certified Practising
Accountants (Australia).
METRO PERFORMANCE GLASS LIMITED
14
ANNUAL REPORT 2020
GRAHAM STUART
Independent, Non-Executive
Director, Member of the Audit
and Risk Committee
Appointed: November 2019
Graham has over 30 years-
experience in senior
executive and governance
roles in New Zealand and
internationally. He was
previously the CEO of Sealord
Group from 2007 to 2014 and
prior to that was CFO and
Director of Strategy with the
Fonterra Co-operative Group
from 2001 to 2007. Graham
is the chair of EROAD
Limited, an independent
director and chair of the
audit committee of Tower
Limited, independent director
and chair of the audit and
risk committee of North
West Healthcare Property
Management Limited. Graham
is a Fellow of Chartered
Accountants Australia &
New Zealand. Graham has
a Master of Science from
Massachusetts Institute of
Technology and a Bachelor
of Commerce from the
University of Otago.
WILLEM (BILL) ROEST
Independent, Non-Executive
Director, Chair of the Audit
and Risk Committee
Appointed: July 2014
Bill has extensive experience
in the New Zealand corporate
sector, both in executive and
non-executive functions, in
particular in the domains
of finance and corporate
governance. He is currently
on the boards of Synlait
Milk (where he chairs the
Audit and Risk Committee)
and New Zealand Housing
Foundation. Prior to his non-
executive roles, Bill held the
position of Chief Financial
Officer at Fletcher Building
for 12 years. Before this,
he held several leadership
roles within the Fletcher
Group, including as Managing
Director of Fletcher
Residential and Fletcher
Aluminium. Bill is a Fellow of
the Association of Chartered
Certified Accountants
(United Kingdom) and an
Associate Member of the
Chartered Accountants
Australia and New Zealand.
As announced on
22 November 2019, Bill Roest
will retire as a director prior
to the Company’s 2020
annual shareholders’ meeting.
RHYS JONES
Independent, Non-Executive
Director, Member of the
People and Culture Committee
Appointed: April 2018
Rhys has had a 30-year
career working in the
Australasian building material
and packaging industries.
He is currently the Executive
Director and Chairman of
the Executive Board of
Vulcan Steel Limited, a large
privately owned trans-
Tasman steel distributor with
over 30 business units across
Australasia. He is also a
director of Carbine Aginvest
Corporation Limited (formally
Tru Test Corporation Limited).
Prior to joining Vulcan Steel
in 2006, Rhys has held
senior roles in particular
with Carter Holt Harvey
Ltd and Fletcher Challenge,
including as Chief Operating
Officer of the Pulp, Paper,
and Packaging business
of Carter Holt Harvey. He
holds a Master of Business
Studies degree from Massey
University and a Bachelor
of Science from Victoria
University of Wellington.
MARK EGLINTON
Independent, Non-Executive
Director, Member of the
People and Culture Committee
Appointed: April 2020
Mark is currently the Group
Chief Executive Officer and
a director of NDA Group,
a leading international
engineering and fabrication
business, and Chair of
Blueberry Country Limited.
Prior to this, he was the
Chief Executive Officer of
Tenon Limited (NZX listed
at that time) from 2005 to
2009 and held several senior
positions with Fletcher
Building, including the
role of Managing Director
of Fletcher Aluminium &
Plyco Doors from 1999 to
2001. Mark has a Bachelor
of Commerce and a
Bachelor of Laws from
the University of Otago.
15
SIMON MANDER
Chief Executive Officer
Joined: November 2018
Simon has broad leadership
expertise at senior levels
across industries ranging
from ag-tech, building
products, to flexible and
fibre-based packaging.
During Simon’s career, he has
specialised in performance
improvement, as well as in
strategy development and
execution. He has worked
internationally in a number
of industries and has
recent experience in the
New Zealand and Australian
building products market.
Simon joined Metroglass
from Tru-Test Corporation
Limited, a world-leading
New Zealand-based ag-tech
company where he was CEO.
Prior roles have been with
well-known companies such
as Fletcher Building, DS
Smith, Carter Holt Harvey,
Partners in Performance,
Lion Nathan and McKinsey.
He was also a director of
NZX-listed Wellington Drive
Technologies for nine years.
Simon has a trade
background in aircraft
engineering and holds a
Bachelor of Engineering
(Mech) degree from the
University of Auckland. In
addition, he represented
New Zealand in yachting
on a number of occasions
including in the International
470 class at the 1988
Olympic Games.
BRENT MEALINGS
Chief Financial Officer
Joined: January 2020
Brent joined Metroglass
following a 17-year career
with Fonterra Co-operative
Group where he held various
leadership positions, most
recently Director Commercial
Global Operations. Prior
roles included Director
Group Finance and Group
Financial Controller.
Brent is a Chartered
Accountant and holds
a Master of Business
Administration from the
University of Canterbury.
ROBYN GIBBARD
General Manager
Upper North Island
Joined: February 1997
Robyn leads the Upper
North Island region for
Metroglass and has worked
in the business for more
than 20 years. She has
previously led Metroglass’
sales force nationally, and
held many customer-facing
roles across commercial
glazing, branch management
and sales management.
GARETH HAMILL
General Manager
Lower North Island
Joined: April 2002
Gareth leads the Lower
North Island region and has
worked for Metroglass for
more than 15 years, and
brings particular experience
in commercial glazing. He
is a Director of the Glass
and Glazing Institute of
New Zealand, and also a
Member of The Institute of
Building (NZIOB) and of the
Window & Glass Association
of New Zealand (WGANZ)
Glass Technical Committee.
Gareth holds a Bachelor
of Building Science
degree from Victoria
University of Wellington.
SENIOR
LEADERSHIP TEAM
METRO PERFORMANCE GLASS LIMITED
16
ANNUAL REPORT 2020
ANDREW DALLISON
General Manager
South Island
Joined: June 2018
Andrew leads the South
Island region for Metroglass.
He brings over 30 years’
experience, having held senior
sales, technical, operational
and general management
roles in both the packaging
and chemical industries.
Before joining the company,
his most recent role was
leading the packaging division
of The Industrial Group,
based in Saudi Arabia.
Andrew holds a Master of
Business Administration
degree from Deakin
University in Australia
and a Bachelor of
Science degree from the
University of Canterbury.
DAYNA SAUNDERS
Human Resources Director
Joined: November 2014
Dayna leads Metroglass’
Human Resources team
nationally. She has over
10 years’ experience in
HR, Talent & Recruitment
spending eight years at
Fletcher Building before
commencing with Metroglass.
Dayna holds a Bachelor
of Business degree in
Marketing & Management
and a NZ Diploma in
Business from the Auckland
University of Technology.
BARRY PATERSON
General Manager
Commercial Glazing
and Technical
Joined: November 2005
Barry leads Metroglass’
technical team and
commercial glazing business
nationally. He has 15 years
of experience across the
New Zealand and Australian
glass industries. Barry has
held a diverse range of
commercial and management
finance roles in the arable
and manufacturing industries,
and was a director on the
board of Westland Milk
Products from 2010 to 2016.
He holds a Bachelor of
Commerce and Management
degree and a Postgraduate
Diploma in Marketing
from Lincoln University.
AMANDEEP KAUR
Group Health and
Safety Manager
Joined: April 2019
Amandeep leads Group
Health and Safety across
both our New Zealand
and Australia businesses,
responsible for the
development and
implementation of health
and safety strategy. She
brings with her a wealth of
experience, with strengths
in creating and implementing
a high-performing safety
culture. Before joining the
company, Amandeep held
senior health and safety
roles at Harrison Grierson,
Sinclair Knight Merz, and
Compass Group, after
starting her career in quality
assurance with Nestlé,
Frucor and Real Foods.
Amandeep holds a Master
in Food Science Technology
degree as well as a Graduate
Diploma in Occupational
Health and Safety.
17
NON-GAAP FINANCIAL INFORMATION
Metroglass’ standard profit measure prepared under New Zealand Generally Accepted Accounting Practice (GAAP)
is profit for the year, or net profit after tax. Metroglass has used non-GAAP measures which are not prepared
in accordance with New Zealand International Financial Reporting Standards (NZ IFRS) when discussing financial
performance in this document. The directors and management believe that these non-GAAP financial measures
provide useful information to readers to assist in the understanding of the Group’s financial performance, financial
position or returns, and used internally to evaluate the performance of business units and to establish operational
goals. These measures should not be viewed in isolation, nor considered as a substitute for measures reported in
accordance with NZ IFRS. Non-GAAP financial measures may not be comparable to similarly titled amounts reported
by other companies.
Definitions of non-GAAP financial measures used in this report:
• EBITDA: Earnings before interest, tax, depreciation and amortisation.
• EBITDA before significant items: EBITDA less significant items, being: an $86.5m impairment of New Zealand
goodwill (“FY20 goodwill impairment”) in FY20, $4.6m of redundancies and associated costs relating to the
restructure of the New South Wales operation in FY20 (“NSW restructure costs) and $9.6m of intangible
asset impairment cost in FY19 (“FY19 intangible asset impairment”).
• EBIT before significant items: EBIT less significant items, being: FY20 goodwill impairment, NSW restructure
costs, and FY19 intangible asset impairment.
• Profit for the year before significant items: Profit for the year less significant items, being: FY20 goodwill
impairment, NSW restructure costs, FY19 intangible asset impairment and an AGG tax refund relating to
prior periods.
• NPATA: Profit for the year before the amortisation of acquisition-related intangibles and its associated tax effect.
GAAP TO NON-GAAP RECONCILIATION
Full Year to 31 March
FY20
($M)
FY19
($M)
Profit for the year before significant items10.914.2
Add: Tax adjustments relating to prior periods0.9–
Less: NSW restructure costs(3.2)–
Less: Impairment of intangible assets(86.5)(9.2)
Profit for the year (GAAP)(77.9)5.0
Add: taxation expense2.95.5
Add: net finance expense7.05.1
Earnings before interest and tax (EBIT) (GAAP)(67.9)15.7
Add: depreciation & amortisation21.714.5
EBITDA(46.2)30.1
EBIT (GAAP)(67.9)15.7
Add: NSW restructure costs4.6–
Add: Impairment of intangible assets86.59.6
EBIT before significant items23.225.2
EBITDA(46.2)30.1
Add: NSW restructure costs4.6–
Add: Impairment of intangible assets86.59.6
EBITDA before significant items44.939.7
Profit for the year (GAAP)(77.9)5.0
Add back: amortisation of acquisition-related intangibles and its associated tax effect1.41.7
NPATA(76.5)6.7
20 3REV03NR32UAD0EIGUSSEGP2P 0F
18
ANNUAL REPORT 2020
OUR RESULTS
Consolidated Statement of Comprehensive Income ....................20
Consolidated Statement of Financial Position ...............................21
Consolidated Statement of Changes in Equity ...............................22
Consolidated Statement of Cash Flows ............................................23
Notes to the CONSOLIDATED financial statements .....................25
1. Basis of preparation ...........................................................................25
1.1 Basis of preparation ...........................................................................25
1.2 COVID-19 Pandemic .............................................................................26
1.3 Going concern ........................................................................................27
2 Financial Performance .......................................................................27
2.1 Segment Information..........................................................................27
2.2 Revenue .....................................................................................................29
2.3 Operating expenditure .......................................................................29
2.4 Significant items ...................................................................................30
2.5 Earnings per share...............................................................................31
3 Working Capital ......................................................................................32
3.1 Trade receivables ..................................................................................32
3.2 Inventories ...............................................................................................33
3.3 Trade and other payables .................................................................34
3.4 Deferred Income ...................................................................................34
3.5 Financial instruments .........................................................................35
4 Long-Term Assets ................................................................................41
4.1 Property, Plant and equipment.......................................................41
4.2 Intangible Assets ..................................................................................43
5 Debt & Equity ..........................................................................................49
5.1 Interest-bearing liabilities ...............................................................49
5.2 Contributed equity ...............................................................................51
6 Other ..........................................................................................................53
6.1 Income taxation .....................................................................................53
6.2 Deferred taxation .................................................................................53
6.3 Group Reserves .....................................................................................55
6.4 Related Party Transactions .............................................................57
6.5 Contingencies .........................................................................................57
6.6 Commitments .........................................................................................57
7 Leases ........................................................................................................58
7.1 Right-of-use Assets ...........................................................................59
7.2 Reconciliation of lease commitments
to lease liabilities ..................................................................................60
Independent auditor’s report .........................................................63
FOR THE YEAR ENDED 31 MARCH 2020
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
CONSOLIDATEDCONSOLIDATED
Notes
2020
$’000
2019
$’000
Sales revenue2.1254,908 267,836
Cost of sales(139,037)(146,517)
Gross profit2.1115,871 121,319
Distribution and glazing-related expenses(45,350)(47,593)
Selling and marketing expenses(14,370)(13,621)
Administration expenses(33,571)(34,870)
Other income582 –
Profit before significant items, interest and tax23,162 25,235
Significant items2.4(91,074)(9,560)
(Loss)/Profit before interest and tax(67,912)15,675
Finance expense(7,145)(5,105)
Finance income 101 19
(Loss)/Profit before income taxation(74,956)10,589
Income taxation expense6.1(2,908)(5,547)
(Loss)/Profit for the year(77,864)5,042
Other comprehensive income
Items that may be reclassified to profit or loss in the future:
Exchange differences on translation of foreign operations(11)(253)
Cash flow hedges (net of tax)978 (226)
Total comprehensive income/(loss) for the year attributable to shareholders(76,897)4,563
Earnings per share
Basic and diluted earnings per share (cents per share)2.5(42.0)2.7
The Board of Directors authorised these financial statements for issue on 19 June 2020.
For and on behalf of the Board:
Peter Griffiths Willem (Bill) Roest
Chairman Director
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
Refer to Note 7 specifically relating to the impact of adoption of NZ IFRS 16 Leases.
METRO PERFORMANCE GLASS LIMITED
20
ANNUAL REPORT 2020
AS AT 31 MARCH 2020
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATEDCONSOLIDATED
Notes
2020
$’000
2019
$’000
Assets
Current assets
Cash and cash equivalents14,742 5,488
Trade receivables3.133,294 38,839
Inventories3.220,276 22,934
Derivative financial instruments3.51,982 172
Other current assets12,711 5,345
Total current assets83,005 72,778
Non-current assets
Property, plant and equipment4.159,645 64,581
Right-of-use assets7.150,363 –
Deferred tax assets6.27,520 3,011
Intangible assets4.257,499 146,442
Total non-current assets175,027 214,034
Total assets258,032 286,812
Liabilities
Current liabilities
Trade and other payables3.323,216 29,286
Deferred income3.47,366 1,080
Income tax liability2,766 2,408
Derivative financial instruments3.5200 659
Lease liabilities7.25,552 –
Provisions1,992 916
Total current liabilities41,092 34,349
Non-current liabilities
Interest-bearing liabilities5.181,630 88,832
Derivative financial instruments3.51,986 1,057
Lease incentive– 2,650
Lease liabilities7.253,933 –
Provisions2,551 2,961
Total non-current liabilities140,100 95,500
Total liabilities181,192 129,849
Net assets76,840156,963
Equity
Contributed equity5.2307,198 306,693
Retained earnings(60,472)21,329
Group reorganisation reserve(170,665)(170,665)
Share-based payments reserve6.3931 725
Foreign currency translation reserve(15)(4)
Cash flow hedge reserve(137)(1,115)
Total equity76,840156,963
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
21
FOR THE YEAR ENDED 31 MARCH 2020
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED
2020
Notes
Contributed
Equity
$’000
Reserves
$’000
Retained
earnings
$’000
Total
$’000
Opening balance at 1 April 2019306,693 (171,059)21,329 156,963
Change in accounting policy (adoption of NZ IFRS 16)1––(3,937)(3,937)
Restated total equity at 1 April 2019306,693 (171,059)17,392 153,026
Loss for the year––(77,864)(77,864)
Movement in foreign currency translation reserve–(11)–(11)
Other comprehensive income for the year3.5–978 –978
Total comprehensive income/(loss) for the year–967 (77,864)(76,897)
Dividends paid––––
Payments received on management incentive plan shares5.2144 ––144
Vesting of employee share purchase scheme5.2361 (181)–180
Movement in share-based payments reserve6.3–387 –387
Total transactions with owners, recognised directly in equity505 206 –711
Balance at 31 March 2020307,198 (169,886)(60,472)76,840
CONSOLIDATED
2019
Notes
Contributed
Equity
$’000
Reserves
$’000
Retained
earnings
$’000
Total
$’000
Opening balance at 1 April 2018306,653 (170,550)24,233 160,336
Change in accounting policy (adoption of NZ IFRS 9 and NZ IFRS 15)– – (905)(905)
Restated total equity at 1 April 2018306,653 (170,550)23,328 159,431
Profit for the year– – 5,042 5,042
Movement in foreign currency translation reserve– (253)– (253)
Other comprehensive income /(loss) for the year– (226)– (226)
Total comprehensive income/(loss) for the year– (479)5,042 4,563
Dividends paid– – (7,041)(7,041)
Payments received on management incentive plan shares5.240 ––40
Movement in share-based payments reserve6.3– (30)– (30)
Total transactions with owners, recognised directly in equity40 (30)(7,041)(7,031)
Balance at 31 March 2019306,693 (171,059)21,329 156,963
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
METRO PERFORMANCE GLASS LIMITED
22
ANNUAL REPORT 2020
FOR THE YEAR ENDED 31 MARCH 2020
CONSOLIDATED STATEMENT OF CASH FLOWS
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Cash flows from operating activities
Receipts from customers259,636 269,117
Payments to suppliers and employees(215,143)(231,190)
Interest received101 19
Interest paid(3,786)(5,327)
Interest paid on leases(3,227)–
Income taxes paid(6,007)(8,970)
Net cash inflow from operating activities31,574 23,649
Cash flows from investing activities
Payments for property, plant and equipment (net)(8,834)(7,088)
Payments for intangible assets(636)(718)
Net cash outflow from investing activities(9,470)(7,806)
Cash flows from financing activities
Lease liability principal payments(6,407)–
Repayment of borrowings (net)(6,522)(1,146)
Payments received on management incentive plan shares144 1,375
Dividend paid–(7,041)
Net cash outflow from financing activities(12,785)(6,812)
Net increase in cash and cash equivalents9,319 9,031
Cash and cash equivalents at the beginning of the year5,488 (3,497)
Effects of exchange rate changes on cash and cash equivalents(65)(46)
Cash and cash equivalents at the end of the year14,742 5,488
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
The table below sets out the annual movement in net debt:
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Opening balance of interest-bearing liabilities at 1 April88,832 90,818
Repayment of borrowings(6,522)(1,146)
Foreign exchange adjustments(680)(840)
Closing balance of interest-bearing liabilities at 31 March81,630 88,832
Less: cash and cash equivalents(14,742)(5,488)
Net debt at 31 March66,888 83,344
23
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Reconciliation of (loss)/profit after income tax to net cash inflow from operating activities
(Loss)/profit for the year(77,864)5,042
Items not involving cash flows
Depreciation and amortisation21,670 14,458
Property, plant and equipment loss on disposal2,349–
Impairment of intangible assets86,500 9,560
Share-based payments expense374 (30)
Movement in deferred tax(3,094)(3,389)
Movement in credit loss provision882 (1,311)
Surplus on disposal of assets(29)(337)
Other185 71
108,837 19,022
Impact of changes in working capital items
Trade and other receivables4,546 481
Inventory2,600 504
Other current assets(7,375)193
Trade accounts payable and employee entitlements(5,929)(1,692)
Deferred income6,287 1,080
Interest accruals(13)(222)
General provisions127 (414)
Lease incentive provision–78
Income tax liability358 (423)
601 (415)
Net cash inflow from operating activities31,574 23,649
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
FOR THE YEAR ENDED 31 MARCH 2020
METRO PERFORMANCE GLASS LIMITED
24
ANNUAL REPORT 2020
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF
PREPARATION
1.1 BASIS OF PREPARATION
Reporting entity
These financial statements
are for Metro Performance
Glass Limited (‘the Company’)
and its subsidiaries (together,
‘the Group’). The Group
supplies processed flat glass
and related products
primarily to the residential
and commercial building
sectors. The Company is a
for-profit entity for financial
reporting purposes and has
operations and sales in
New Zealand and Australia.
Statutory base
The Company is a limited
liability company incorporated
and domiciled in New Zealand.
The address of its registered
office is 5 Lady Fisher Place,
East Tamaki, Auckland.
The incorporation date for
Metro Performance Glass
Limited was 30 May 2014
and as part of a group
reorganisation was listed
on the New Zealand
Securities Exchange
(NZSX) on 29 July 2014.
Basis of preparation
These consolidated financial
statements have been
approved for issue by
the Board of Directors
on 19 June 2020.
The consolidated financial
statements of the Group
have been prepared in
accordance with Generally
Accepted Accounting
Practice in New Zealand
(NZ GAAP). The Group is
a for-profit entity for the
purposes of complying with
NZ GAAP. The consolidated
financial statements comply
with New Zealand equivalents
to International Financial
Reporting Standards
(NZ IFRS), other New Zealand
accounting standards and
authoritative notices that
are applicable to entities
that apply NZ IFRS. The
consolidated financial
statements also comply
with International Financial
Reporting Standards (IFRS).
Metro Performance Glass
Limited is a limited liability
company registered under
the New Zealand Companies
Act 1993 and is a Financial
Market Conduct reporting
entity under Part 7 of the
Financial Markets Conduct
Act 2013. The financial
statements of the Group
have been prepared in
accordance with the
requirements of the
New Zealand Stock Exchange
(NZX) Main Board Listing Rules.
Historical cost convention
The financial statements
have been prepared
under the historical cost
convention, except for
the revaluation of certain
financial assets and financial
liabilities at fair value.
Principles of consolidation
The financial statements
incorporate the assets and
liabilities of all subsidiaries
of Metro Performance Glass
Limited (‘the company’ or ‘the
parent entity’) as at 31 March
2020 and the results of all
subsidiaries for the year
then ended.
Subsidiaries are all entities
over which the Group has
control. It is a controlled
entity of the Company if
the Company is exposed
and has a right to variable
returns from the entity
and is able to use its power
over the entity to affect
those returns. Subsidiaries
are fully consolidated
from the date on which
control is transferred to
the Group. They are de-
consolidated from the
date that control ceases.
Intercompany transactions,
balances and unrealised
gains on transactions
between Group companies
are eliminated. Unrealised
losses are also eliminated
unless the transaction
provided evidence of
the impairment of the
asset transferred.
Goods and Services
Tax (GST)
The statement of
comprehensive income has
been prepared so that all
components are stated
exclusively of GST. All items
in the statement of financial
position are stated net of
GST, with the exception of
receivables and payables,
which include GST invoiced.
Critical accounting
estimates and judgements
Estimates and judgements
are continually evaluated and
are based on historical
experience and other factors,
including expectations of
future events that are
believed to be reasonable
under the circumstances.
The Group makes estimates
and assumptions concerning
the future. The resulting
accounting estimates will,
by definition, seldom equal
the related actual results.
The estimates and
assumptions that have a
significant risk of causing a
material adjustment to the
carrying amounts of assets
and liabilities within the next
financial year are discussed
in each accounting note
as appropriate.
FOREIGN CURRENCY
TRANSLATION
Functional and
presentation currency
The consolidated financial
statements are presented
in New Zealand dollars,
which is the Company’s
functional and presentation
currency and rounded where
necessary to the nearest
thousand dollars.
Transactions and balances
Foreign currency
transactions are translated
using the exchange rates
prevailing at the dates
of the transactions.
Foreign exchange gains
and losses resulting from
the settlement of such
transactions and from the
translation at period end
exchange rates of monetary
assets and liabilities
denominated in foreign
currencies are recognised
in profit or loss. They are
deferred in equity if they
relate to qualifying cash
flow hedges and qualifying
net investment hedges or
are attributable to part
of the net investment
in a foreign operation.
25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The results and financial position of foreign operations that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of
that balance sheet
• income and expenses for each statement of profit or loss and statement of comprehensive income are
translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect
of the rates prevailing on the transaction dates, in which case income and expenses are translated at the
dates of the transactions), and
• all resulting exchange differences are recognised in ‘Other comprehensive income’.
CHANGES IN ACCOUNTING POLICY AND DISCLOSURES
New and amended standards adopted by the Group
NZ IFRS 16 Leases was adopted on 1 April 2019. The new standard requires a lessee to recognise a lease liability that
reflects future lease payments and a ‘right-of-use’ asset for virtually all lease contracts. Interest and depreciation
charges on the lease liability and right-of-use assets replace the operating expenses that were incurred under
NZ IAS 17. Note 7 provides further information of the impact on the Group of adopting NZ IFRS 16.
Except as described above, the accounting policies applied are consistent with those of the annual financial
statements for the year ended 31 March 2019, and as described in those annual financial statements.
There have been no other changes to accounting policies and no other new standards adopted during the year.
1.2 COVID-19 PANDEMIC
On 11 March 2020 the World Health Organization declared a global pandemic as a result of the outbreak and spread
of COVID-19. Following this, on Wednesday 25 March 2020, the New Zealand Government raised its Alert Level to 4
(full lockdown of non-essential services) moving down to Alert Level 3 on 27 April 2020, Alert Level 2 on 14 May 2020
and to Alert Level 1 on 9 June 2020. During Alert Level 4, the Group’s operations in New Zealand were deemed a
non-essential service, and as a result, the Group’s New Zealand manufacturing plants and all branches were shut
down from 25 March 2020 to 27 April 2020. The shutdown severely impacted trading in New Zealand over that period.
The Group’s Australian business continued to operate largely unaffected through the same period..
An assessment of the impact of COVID-19 on the Group balance sheet is set out below, based on information
available at the time of preparing the financial statements:
BALANCE SHEET ITEMCOVID-19 ASSESSMENTNOTE
Trade receivablesThe Group has increased the provision for expected credit losses to reflect expected
financial difficulties of customers.
3.1
Deferred incomeThe Group applied for the New Zealand Government wage subsidy prior to balance date,
receiving it on 14 April 2020.
3.4
Property, plant and
equipment
Plant and equipment are stated at historical cost less depreciation and impairment. The
spread of COVID-19 and the resulting economic impacts provide an external indicator of
impairment. The Group has performed an impairment assessment and has concluded that
no impairment is required.
4.1
Right-of-use assets/Lease
liabilities
The Group has engaged with landlords for rent relief. The negotiations were completed
after balance date and as a result no adjustment is required to the carrying value of
right-of-use assets or lease liabilities at 31 March 2020.
7.1
GoodwillThe Group has considered the impacts of COVID-19 in the assumptions used in the
assessment of goodwill. As a result, an impairment has been recognised for the
New Zealand cash-generating unit (CGU).
4.2
Interest bearing liabilitiesThe Group’s banking partners have agreed to ease the leverage ratio covenant of net
debt to EBITDA from 3.0x to 4.0x for all test dates up to and including 31 March 2021.
5.1
1. Earn.EiaE1gsb.refgoorft1t .,
26
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1.3 GOING CONCERN
There are inherent uncertainties in both
New Zealand and Australia relating to
the impact of continued border closures
on future net migration and the extent
of the deterioration in general economic
conditions. Accordingly the Directors
consider it appropriate to take a
cautious outlook on future residential
building activity. Notwithstanding a
challenging forecasting landscape, the
Directors are of the view that there will
be an adverse impact on the Group’s
earnings in the near term. Further detail
on the Group’s forecasts, which reflect
the matters referred to above and are
used in the assessment of both forecast
financial covenant compliance and the
carrying value of goodwill, is provided
Note 4.2.
In response, the Group has taken the
following measures:
• introduced cost control measures
and other actions to preserve the
cash position of the business
going forward
• cancelled or deferred all non-essential
capital and operating spend
• applied for and received the
New Zealand Government
wage subsidy
• obtained an Amendment and Waiver
letter from its banking partners to
ease the leverage ratio covenants
for all test dates up to and including
31 March 2021. The key covenant test
of Net Debt to EBITDA (on a pre-IFRS
16 basis) has been eased from 3.0x
to 4.0x. As part of this covenant
relief, the Group agreed to a
quarterly covenant testing regime,
a cap on non-specified growth capital
expenditure, a continued cessation
of dividend distributions until the
Net Debt to EBITDA ratio is below
1.5x and regular updates to the
banks. The Net Debt to EBITDA
covenant test (on a pre-IFRS 16
basis) returns to 3.0x after
31 March 2021.
The Group will need to refinance, extend
the term of or repay its facilities before
31 August 2021, and this period of time
provides the Group with various options
to reduce or refinance its borrowings.
The Directors have concluded that
it is appropriate that these financial
statements are prepared on a going
concern basis, taking regard of the
above and while acknowledging the
uncertainties around forecasting
earnings in the COVID-19 environment.
The Directors acknowledge that such
uncertainties do not represent material
uncertainties related to going concern.
2 FINANCIAL PERFORMANCE
2.1 SEGMENT INFORMATION
Operating segments of the Group at
31 March 2020 have been determined
based on financial information that
is regularly reviewed by the Board in
conjunction with the Chief Executive
Officer and Chief Financial Officer,
collectively known as the Chief
Operating Decision-maker for the
purpose of allocating resources,
assessing performance and making
strategic decisions.
Substantially all of the Group’s revenue
is derived from the sale of glass and
related products and services. This
revenue is split by channel only at the
revenue level into Commercial Glazing,
Residential and Retrofit. Commercial
glazing revenue reflects sales through
four specific commercial glazing
operations in New Zealand. The
allocation of sales between residential
and commercial can be difficult as
the Group does not always know the
end-use application. Following the
acquisition of Australian Glass Group
Pty Ltd (AGG) on 1 September 2016
the Group operates in two geographic
segments, New Zealand and Australia.
In the tables below:
• Group costs consist of insurance,
professional services, director fees
and expenses, listing fees and
share incentive scheme costs.
• significant items related to
impairment of intangible assets in
AGG in 2019, impairment of goodwill
in New Zealand and costs associated
with the restructure of New South
Wales operations in 2020.
27
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
CONSOLIDATED 2020
New Zealand
$’000
Australia
$’000
Eliminations
& Other
$’000
Group
$’000
Commercial Glazing40,139 ––40,139
Residential141,551 51,872 –193,423
Retrofit21,346 ––21,346
Total revenue203,036 51,872 –254,908
Gross profit104,774 11,097 –115,871
Segmental EBITDA before significant items and NZ IFRS 1636,458 (242)–36,216
NZ IFRS 16 Lease adjustment6,806 2,850 –9,656
Segmental EBITDA before significant items43,264 2,608 –45,872
Group costs––(1,040)(1,040)
Group EBITDA before significant items–––44,832
Depreciation and amortisation(15,467)(6,203)–(21,670)
EBIT before significant items27,797 (3,595)(1,040)23,162
Significant items(86,500)(4,574)–(91,074)
EBIT(58,703)(8,169)(1,040)(67,912)
Segment assets264,682 63,828 (70,478)258,032
Segment non-current assets (excluding deferred tax assets)123,303 44,204 –167,507
Segment liabilities78,417 61,854 40,921 181,192
CONSOLIDATED 2019
New Zealand
$’000
Australia
$’000
Eliminations
& Other
$’000
Group
$’000
Commercial glazing52,462 ––52,462
Residential143,136 50,402 –193,538
Retrofit21,836 ––21,836
Total revenue217,434 50,402 –267,836
Gross profit110,261 11,058 –121,319
Segmental EBITDA before significant items41,972 (1,212)–40,760
Group costs––(1,066)(1,066)
Group EBITDA before significant items–––39,694
Depreciation and amortisation10,885 3,574 –14,459
EBIT before significant items31,087 (4,786)(1,066)25,235
Significant items–(9,560)–(9,560)
EBIT31,087 (14,346)(1,066)15,675
Segment assets284,25157,269(54,708)286,812
Segment non-current assets (excluding deferred tax assets)170,186 40,837 –211,023
Segment liabilities27,25854,10748,484129,849
METRO PERFORMANCE GLASS LIMITED
28
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2.2 REVENUE
Accounting policy
Revenue comprises the value of the consideration received for the sale of goods and services, net of GST, rebates
and discounts and after eliminating sales within the Group.
The Group derives revenue from the sale of customised glass products. Revenue is recognised at a point in time
when a Group entity has transferred control, which is when it has delivered the glass products to the customer,
the customer has accepted the products and collectability of the related receivables is highly probable.
The Group also provides glazing services along with the sale of its glass products. Revenue is recognised for the
glazing and associated glass products when the glazing services have been completed, the customer has approved
the installation services and collectability of the related receivables is highly probable.
2.3 OPERATING EXPENDITURE
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Raw materials and consumables used67,296 72,212
Employee benefit expenses99,514 99,337
Subcontractor costs5,039 6,684
Depreciation and amortisation
1
21,670 14,459
Transportation and logistics10,028 10,357
Occupancy costs
1
1,014 10,528
Advertising1,950 1,858
Other expenses25,817 27,166
Total cost of sales, distribution and glazing related expenses, selling and marketing
expenses, and administration expenses232,328 242,601
1
Impacted by NZ IFRS 16 Leases transition. 2020 includes depreciation of right-of-use assets in Depreciation and amortisation. 2019
includes property operating lease payments in Occupancy costs.
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Audit and review of financial statements
Audit and review of financial statements - PwC376 315
Other services performed by PwC
Agreed-upon procedures relating to covenant compliance certificate and annual report– 11
Share scheme advice–56
Executive reward services–19
Real estate advisory services20 –
396 401
29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2.4 SIGNIFICANT ITEMS
CONSOLIDATEDCONSOLIDATED
Note
2020
$’000
2019
$’000
Impairment of New Zealand intangible assets4.286,500 –
Impairment of Australian intangible assets4.2–9,560
Restructure of New South Wales operations4,574 –
Total significant items before taxation91,074 9,560
Tax benefit on above items(1,372)(384)
Tax adjustments relating to prior periods6.1(916)–
Total significant items after taxation88,7869,176
Impairment of New Zealand intangible assets
Additional detail on impairment charges can be seen in the Intangible Assets Note 4.2.
Tax adjustments relating to prior periods
Tax adjustments relating to prior periods comprise a tax refund received by AGG relating to the reassessment
of prior year tax positions, in particular a difference between the market value and written-down value for tax
of assets at the time of AGG’s acquisition. The refund relates to additional depreciation claimed via a ‘step-up’
in taxable cost base.
Restructure of New South Wales operations
During the year, the New South Wales operations of AGG were consolidated to focus on supplying double-glazed
units to window manufacturers, with local production of non-window or processed glass discontinued. The
restructure had a direct impact on staff and discontinuation of identified plant and equipment. As a result,
the expenses below were recognised during the year:
Total
$’000
Property, plant and equipment loss on disposal2,349
Inventory write-down499
Redundancy payments581
Other1,145
4,574
During the year, the Group recognised income from the New Zealand wage subsidy scheme (Note 3.4) and increased
the credit loss provision (Note 3.1) due to the heightened risk created by the impact of COVID-19. The items are not
considered material for inclusion in significant items.
Accounting Policy
Significant items are a non-GAAP measure and are based on the Group’s internal policy as follows. Transactions
considered for classification as significant items are material restructuring costs, acquisition and disposal costs,
impairment or reversal of impairment of assets, business integration, and transactions or events outside of the
Group’s ongoing operations that have a significant impact on reported profit.
METRO PERFORMANCE GLASS LIMITED
30
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2.5 EARNINGS PER SHARE
Basic
Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average number
of ordinary shares outstanding during the period.
CONSOLIDATEDCONSOLIDATED
20202019
(Loss)/Profit after tax ($’000)(77,864)5,042
Weighted average number of ordinary shares outstanding (‘000s)185,378 185,378
Basic earnings per share (cents per share)(42.0)2.7
Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding
to assume conversion of all dilutive potential ordinary shares.
CONSOLIDATEDCONSOLIDATED
20202019
Weighted average number of ordinary shares outstanding (‘000s)185,378 185,378
Adjusted for share options (‘000s)
1
––
Weighted average number of ordinary shares for diluted earnings per share (‘000s)185,378 185,378
Diluted earnings per share (cents per share)(42.0)2.7
1
As no options are in the money, no dilution adjustment has been made.
Net tangible assets
Net tangible assets per share is a non-GAAP measure that is required to be disclosed by the NZX Listing Rules.
The calculation of the Group’s net tangible assets per share and its reconciliation to the consolidated balance sheet
is presented below:
CONSOLIDATEDCONSOLIDATED
20202019
Total assets ($’000)258,032 286,812
Less: intangible assets(57,499)(146,442)
Less: total liabilities(181,192)(129,849)
Net tangible assets ($’000)19,341 10,521
Shares on issue at the end of the period (‘000s)185,378 185,378
Net tangible assets per share (cents per share)10.43 5.68
Impact of NZ IFRS 16 on the Group’s net tangible assets per share at 31 March 2020
Pre
NZ IFRS 16
2020
Adjustments
under
NZ IFRS 16
2020
Post
NZ IFRS 16
2020
Total assets ($’000)205,650 52,382 258,032
Less: intangible assets(57,499)–(57,499)
Less: total liabilities(121,081)(60,111)(181,192)
Net tangible assets ($’000)27,070 (7,729)19,341
Shares on issue at the end of the period (‘000s)185,378 –185,378
Net tangible assets per share (cents per share)14.60 –10.43
31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3 WORKING CAPITAL
3.1 TRADE RECEIVABLES
The following table summarises the impact of the credit loss provision on the trade receivables balance.
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Trade receivables36,132 40,800
Credit loss provision(2,838)(1,961)
33,294 38,839
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Movements in the credit loss provision are as follows:
Opening balance1,961 995
Impact of first-time adoption of NZ IFRS 9–1,334
Provision for impairment recognised during the year1,533 371
Receivables written off during the year as uncollectable(656)(739)
Balance at the end of the year2,838 1,961
Credit risk
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, and credit exposures
to wholesale and retail customers, including outstanding receivables and committed transactions, and is managed
at Group level.
The table below sets out information about the credit quality of trade receivables net of the expected credit
loss provision:
Current30-59 days60-89 days
90 days and
laterTOTAL
31 March 2020$’000$’000$’000$’000$’000
Gross carrying amount 21,772 8,037 2,029 4,294 36,132
Baseline 128 196 146 896 1,366
Market 53 10 8 203 274
Specific – – – 1,198 1,198
Total expected credit loss rate0.83%2.57%7.59%53.49%7.85%
Credit loss provision 181 206 154 2,297 2,838
Current30-59 days60-89 days
90 days and
laterTOTAL
31 March 2019$’000$’000$’000$’000$’000
Gross carrying amount 25,189 6,629 1,852 7,130 40,800
Baseline 135 136 100 414 785
Market 120 33 36 224 413
Specific – – – 763 763
Total expected credit loss rate1.01%2.56%7.36%19.65%4.81%
Credit loss provision 255 169 136 1,401 1,961
20 3REV03NR32UAD0EIGUSSEGP2P 0F
32
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Group extends credit to its customers based on an assessment of credit worthiness. Terms differ by customer
and may extend to 60 days past invoice date. A portion of the Group’s receivables are also subject to contractual
retentions which can last up to and exceed 12 months. Ageing is from invoice date and at balance date, a portion
of trade receivables are past due as defined by the applicable credit terms.
As of 31 March 2020, allowing for retention balances of $3.2 million (2019: $3.6 million) trade receivables of
$8.5 million (2019: $10.3 million) were past due but not impaired.
Critical estimates and judgements
Credit loss provision
To measure expected credit losses, trade receivables have been grouped and reviewed on the basis of the number
of days past due. The credit loss provision has been calculated by considering the impact of the following
characteristics:
• The baseline loss rate takes into account the write-off history of the Group over a five-year period as a predictor
of future conditions and applies an increasing expected credit loss estimate by trade receivables ageing profiles.
• The market characteristic considers the relative risk related to any particular market segment and makes an
assessment of the indirect exposure the Group has in respect of this market segment’s conditions via our
customer base. Of particular focus with respect to this characteristic in the current period is the direct and
indirect exposure to the vertical construction market segment.
• Specific credit loss provisions are made based on any specific customer collection issues that are identified.
Collections and payments from our customers are continuously monitored and a credit loss provision is
maintained to cover any specific customer credit losses anticipated.
COVID-19 impact
The Group has performed an assessment of credit risk on its customer base taking into consideration the
factors below:
• profile of the customer, i.e. corporate or individual customers
• region the customer is based in
• size and nature of the customer
• the Group’s understanding of and experience with the customer.
As a result of this assessment, the Group has increased its baseline and specific provisions to $2.5 million
(2019: $1.5 million), to reflect the estimated financial impact of defaults.
Accounting policy
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision
for estimated uncollectable amounts and expected credit losses. The carrying amount of the asset is reduced
through the use of provision accounts, and the amount of the loss is recognised in the statement of comprehensive
income within ‘Administration expenses’. Individual debtor accounts are reviewed for impairment and a provision is
raised based on management’s best estimate of recoverability. Trade receivables are also assessed for credit risk
on a forward-looking basis with a provision raised where a credit loss is considered likely. When a trade receivable
is uncollectable, it is written off against the provision account for trade receivables. Subsequent recoveries of
amounts previously written off are credited to the income statement against the impairment losses on receivables.
3.2 INVENTORIES
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Raw materials, primarily flat glass stock-sheets17,759 20,497
Work in progress2,517 2,437
20,276 22,934
The cost of inventories recognised as an expense and included in ‘Cost of sales’ amounted to $67.4 million
(2019: $72.2 million)
33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
COVID-19 impact
The Group has assessed the impact of COVID-19 on the net realisable value of inventory. The majority of the
Group’s inventory items have no specific risk of obsolescence and are expected to be realised through sale
within four months. As a result, no write-down of inventory values was recognised.
Accounting policy
Raw materials and stock, work in progress and finished goods are stated at the lower of cost and net realisable
value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead
expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual
items of inventory on the basis of weighted average costs. Net realisable value is the estimated selling price in the
ordinary course of business less the estimated costs of completion and the estimated costs necessary to make
the sale.
3.3 TRADE AND OTHER PAYABLES
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Trade accounts payable17,354 19,939
Employee entitlements4,962 7,349
GST payable428 886
Other interest accruals175 189
Management incentive accrual297 923
23,216 29,286
Trade accounts payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial
period which are unpaid. The carrying amount represents fair value due to their short-term nature.
Employee entitlements
Liabilities for wages and salaries, including non-monetary benefits, annual leave and lieu leave, are recognised in
respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid
when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken
and measured at the rates paid or payable.
The Group recognises a liability and an expense for bonuses on a formula that takes into consideration the profit
attributable to the Group’s shareholders. The Group recognises a provision where contractually obliged or where
there is a past practice that has created a constructive obligation.
3.4 DEFERRED INCOME
The Group recognises a contract liability when a deposit is received before the product or service is transferred
to the customer.
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Customer contract liabilities1,290 1,080
New Zealand Government wage subsidy6,076 –
7,366 1,080
METRO PERFORMANCE GLASS LIMITED
34
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
COVID-19 impact
The Group applied for the New Zealand
Government wage subsidy prior to
year-end, receiving it in early April.
A total of $0.4 million has been
recognised in ‘Other income’ in
the consolidated statement of
comprehensive income as the amount
offsetting wages paid from the date
of lockdown to balance date. The
corresponding amount receivable
($6.5 million) is included in ‘Other
current assets’.
3.5 FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS
Management determines the
classification of the Group’s financial
liabilities at initial recognition. The
Group’s financial liabilities for the
periods covered by these consolidated
financial statements consist of
overdrafts, loans, trade and other
payables, interest rate swaps and
forward exchange contracts.
The Group measures all financial
liabilities, with the exception of interest
rate swaps and forward exchange
contracts, at amortised cost. Interest
rate swaps and forward exchange
contracts are measured at fair value
with changes in fair value recognised
in ‘Other comprehensive income’.
Financial liabilities measured at
amortised cost are non-derivative
financial liabilities with fixed or
determinable payments that are not
quoted in an active market. Trade and
other payables, bank overdrafts and
loans are classified as financial
liabilities measured at amortised cost.
Fair value measurement of financial
assets and liabilities
The Group’s financial assets and
liabilities by category are summarised
as follows:
Cash and cash equivalents
These are short term in nature and
their carrying value is equivalent to
their fair value.
Trade and other receivables
These assets are short term in nature
and are reviewed for impairment; their
carrying value approximates their fair
value.
Trade payables and borrowings
Trade payables and borrowings are
measured at amortised cost. The fair
value of trade and other payables
approximates carrying value due to
their short-term nature. The carrying
value of the Group’s bank borrowings
also represents the fair value of the
borrowings due to management’s
assessment that the interest rates
approximate the market interest rate
for a commercial loan of a comparable
lending period.
The Group’s activities expose it to a
variety of financial risks: market risk
(including currency risk, fair value
interest rate risk, cash flow interest
rate risk), credit risk and liquidity risk.
The Group’s overall financial risk
management is carried out by a central
finance function (the head office
finance team) under policies approved
by the board of directors. The head
office finance team focuses on the
unpredictability of financial markets and
identifies, evaluates and seeks to hedge
financial risks in close co-operation with
the Group’s operating units to minimise
potential adverse effects on the
financial performance of the Group.
The board approves policies covering
foreign exchange risk, interest rate
risk and credit risk. The Group uses
derivative financial instruments such
as foreign exchange contracts and
interest rate swaps to hedge certain
risk exposures. The Group uses different
methods including sensitivity analysis
in the case of interest rate, foreign
exchange and other price risks and
ageing analysis for credit risk to
measure risk.
Derivatives
The Group holds derivative financial
instruments to hedge its foreign
currency exposure and interest costs.
The Group has designated forward
exchange contracts and interest rate
swaps as cash flow hedge instruments.
Cash flow hedges - forward exchange
contracts and interest rate swaps
Cash flow hedge instruments hedge
the exposure to variability in cash flows
that (i) is attributable to a particular
risk associated with a recognised asset
or liability or a highly probable forecast
transaction and (ii) could affect profit
or loss.
The fair value of financial instruments
traded in active markets by the Group
is based on the current bid price and
for financial liabilities is the current
ask price.
At 31 March 2020 all financial
instruments measured at fair value
(interest rate swaps and forward
exchange contracts) were valued using
valuation techniques where all significant
inputs were based on observable market
data. Accordingly they are categorised
as level 2.
Specific valuation techniques used to
value the Group’s financial instruments
are as follows:
• The fair value of forward foreign
exchange contracts is determined
using forward exchange rates at
the balance sheet date, with the
resulting value discounted back
to present value.
• The fair value of interest rate swap
contracts is determined using
forward interest rates at the balance
sheet date, with the resulting value
discounted back to present value.
These fair values are based on valuations
provided by the Westpac Banking
Corporation and Bank of New Zealand
as at 31 March 2020.
35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The Group’s cash flow hedging reserves relate to the following hedging instruments:
CONSOLIDATED 2020
Spot component
of currency
forwards
$’000
Interest rate
swaps
$’000
Total hedge
reserve
$’000
Opening balance 1 April 2019230 885 1,115
Change in fair value of hedging instrument recognised
in ‘Other comprehensive income’ (OCI)(2,241)900 (1,341)
Deferred tax631 (268)363
Balance at 31 March 2020(1,380)1,517 137
The effects of the foreign-currency-related hedging instruments on the Group’s financial position and performance
are as follows:
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Foreign currency forwards
Carrying amount asset/(liability)1,925 (315)
Notional amount23,597 36,331
Maturity dateApr20-Mar21Apr19-Mar20
Hedge ratio
1
1:11:1
Change in discounted spot value of outstanding hedging instruments since 1 April(2,241)11
Change in value of hedged item used to determine hedge effectiveness2,241 (11)
Weighted average hedged EUR/NZD rate for the year (including forward points)0.5732 0.5728
Weighted average hedged USD/NZD rate for the year (including forward points)0.6487 0.6816
Weighted average hedged EUR/AUD rate for the year (including forward points)0.6154 0.6239
Weighted average hedged USD/AUD rate for the year (including forward points)0.6979 0.7205
1
The foreign currency forwards are denominated in the same currency as the highly probably future inventory purchases (USD and EUR);
therefore, the hedge is 1:1.
The effects of the interest rate swaps on the Group’s financial position and performance are as follows:
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Interest rate swaps
Carrying amount (liability)(2,129)(1,229)
Notional amount35,272 55,272
Maturity dateJul20-Aug23Aug19-Aug23
Hedge ratio1:11:1
Change in fair value of outstanding hedging instruments since 1 April900 299
Change in value of hedged item used to determine hedge effectiveness(900)(299)
Average proportion of debt hedged during the year48.60%57.60%
1. Earn.EiaE1gsb.refgoorft1t .,
36
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Financial instruments by category
CONSOLIDATED 2020
Assets at
amortised cost
$’000
Derivatives used
for hedging
$’000
Total
$’000
Assets as per statement of financial position
Cash and cash equivalents14,742 –14,742
Derivatives - foreign exchange contracts–1,982 1,982
Derivatives - interest rate swaps–––
Trade and other receivables33,294 –33,294
Balance at 31 March 202048,036 1,982 50,018
CONSOLIDATED 2019
Assets at
amortised cost
$’000
Derivatives used
for hedging
$’000
Total
$’000
Assets as per statement of financial position
Cash and cash equivalents5,488 – 5,488
Derivatives - foreign exchange contracts– 172 172
Derivatives - interest rate swaps– – –
Trade and other receivables38,839 – 38,839
Balance at 31 March 201944,327 172 44,499
CONSOLIDATED 2020
Liabilities at
amortised cost
$’000
Derivatives used
for hedging
$’000
Total
$’000
Liabilities as per statement of financial position
Cash and cash equivalents–––
Trade and other payables excluding non-financial liabilities21,969 –21,969
Provisions4,543 –4,543
Derivatives - foreign exchange contracts–57 57
Derivatives - interest rate swaps–2,129 2,129
Interest-bearing liabilities81,630 –81,630
Lease liabilities59,485 –59,485
Balance at 31 March 2020167,627 2,186 169,813
37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
CONSOLIDATED 2019
Liabilities at
amortised cost
$’000
Derivatives used
for hedging
$’000
Total
$’000
Liabilities as per statement of financial position
Cash and cash equivalents– – –
Trade and other payables excluding non-financial liabilities27,548 – 27,548
Provisions3,877 – 3,877
Derivatives - foreign exchange contracts– 487 487
Derivatives - interest rate swaps– 1,229 1,229
Interest-bearing liabilities88,832 – 88,832
Balance at 31 March 2019120,257 1,716 121,973
Accounting policy
On initial designation of a derivative as a cash flow hedging instrument, the Group formally documents the
relationship between the hedging instrument and hedged item, including the risk management objectives and
strategy in undertaking the hedge transaction. Documentation includes the nature of the risk being hedged,
together with the methods that will be used to assess the hedging instrument’s effectiveness. The Group also
documents its assessment, both at the inception of the hedge relationship as well as on an ongoing basis, of
whether the hedging instruments are expected to be highly effective in offsetting the changes in cash flows
of the respective hedged items.
The effective portion of the changes in the fair value of derivatives that are designated and qualify as cash flow
hedges is recognised in ‘Other comprehensive income’ and presented in the hedging reserve in equity. The gain or
loss relating to the ineffective portion is recognised immediately in the profit or loss section of the statement of
comprehensive income.
Foreign exchange risk
Foreign exchange risk arises when future commercial transactions and purchases of recognised assets are
denominated in a currency that is not NZD which is the company’s functional currency. Approximately 95% of annual
flat-sheet glass raw materials are purchased in foreign currencies, being United States Dollar (USD), Euro (EUR)
and Australian Dollar (AUD). In accordance with the Company Treasury policy, foreign exchange risk is managed
prospectively over a period to a maximum period of 12 months with allowable limits of coverage up to 100% over the
6-month term, reducing to 50% up to the 12-month term. Where deemed acceptable by the directors, coverage can
be extended over a longer period.
METRO PERFORMANCE GLASS LIMITED
38
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Cash and cash equivalents
Exposure to foreign exchange risk
CONSOLIDATED 2020
AUD
$’000
USD
$’000
EUR
$’000
31 March 2020
Cash and cash equivalents2,600 ––
Trade receivables8,196 ––
Trade accounts payable(4,924)(3,461)(129)
Balance at 31 March 20205,872 (3,461)(129)
CONSOLIDATED 2019
AUD
$’000
USD
$’000
EUR
$’000
31 March 2019
Cash and cash equivalents1,467 – –
Trade receivables7,391 – –
Trade accounts payable(4,570)(4,518)(1,024)
Balance at 31 March 20194,288 (4,518)(1,024)
Cash flow hedge reserve movement shown in the statement of comprehensive income reflects the tax-affected
change in fair value of forward foreign exchange currency contracts during the reporting period.
39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Sensitivity analysis
The following table details the Group’s sensitivity to a 10% strengthening/weakening of the New Zealand Dollar (NZD)
against the following currencies at the reporting date. The table shows the (decrease)/increase in profit or loss and
equity as a result of the 10% movements. The analysis assumes that all other variables, in particular interest rates,
remain constant. The same basis has been applied for all periods presented.
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Profit or loss
10% strengthening of the NZD against:
AUD(534)(390)
USD315 411
EUR12 93
10% weakening of the NZD against:
AUD653 476
USD(385)(502)
EUR(14)(114)
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Equity
10% strengthening of the NZD against:
USD(2,155)(1,905)
EUR(165)(419)
10% weakening of the NZD against:
USD2,634 2,328
EUR202 512
Profit or loss movements are mainly attributable to the exposure outstanding on AUD trade receivables at the end
of the reporting period. Equity movements are the result of changes in fair value of derivative instruments
designated as hedging instruments in cash flow hedges.
Commodity cost risk
The primary raw material used by the Group is flat glass which is imported from suppliers around the world. While
there are numerous manufacturers of flat sheet glass, the Group is exposed to commodity price risk and therefore
manages access to supply through close relationships with suppliers. Cost is an important variable in the
determination of supply, and the Group is clearly exposed to changes in the cost of glass.
METRO PERFORMANCE GLASS LIMITED
40
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4 LONG-TERM ASSETS
4.1 PROPERTY, PLANT AND EQUIPMENT
CONSOLIDATED 2020
Plant &
equipment
$’000
Furniture,
fittings &
equipment
$’000
Motor
Vehicles
$’000
Total
$’000
Opening balance
Cost81,403 3,258 15,061 99,722
Accumulated depreciation(25,756)(2,478)(6,907)(35,141)
Net book value at 1 April 201955,647 780 8,154 64,581
Additions5,527 652 3,101 9,280
Disposals(2,396)–(389)(2,785)
Depreciation expense(8,469)(495)(2,271)(11,235)
Foreign exchange impact(176)–(20)(196)
Closing net book value at 31 March 202050,133 937 8,575 59,645
Represented by:
Cost83,509 3,910 16,682 104,101
Accumulated depreciation(33,376)(2,973)(8,107)(44,456)
Net book value at 31 March 202050,133 937 8,575 59,645
CONSOLIDATED 2019
Plant &
equipment
$’000
Furniture,
fittings &
equipment
$’000
Motor
Vehicles
$’000
Total
$’000
Opening balance
Cost77,765 3,027 12,450 93,242
Accumulated depreciation(17,743)(1,935)(5,192)(24,870)
Net book value at 1 April 201860,022 1,092 7,258 68,372
Additions4,093 253 3,369 7,715
Disposals(64)(22)(252)(338)
Depreciation expense(8,141)(543)(2,211)(10,895)
Foreign exchange impact(263)–(10)(273)
Closing net book value at 31 March 201955,647 780 8,154 64,581
Represented by:
Cost81,403 3,258 15,061 99,722
Accumulated depreciation(25,756)(2,478)(6,907)(35,141)
Net book value at 31 March 201955,647 780 8,154 64,581
41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Critical estimates and judgements
Economic lives of intangible assets and property, plant and equipment
Property, plant and equipment are long-lived assets that are amortised/depreciated over their estimated useful
lives. The estimated useful lives are reviewed annually and may change if necessary. The actual useful life of an
asset may be shorter or longer than what had been estimated, which will affect amortisation, depreciation and
the carrying values of these assets.
COVID-19 impact
The Group expects that the forecast softening of construction activity in its New Zealand market will have an
impact on production capacity in the near term. The Group has considered the impact on the carrying value of
plant and equipment and concluded that there is no evidence of technical or functional obsolescence which would
result in an impairment. In addition, an impairment assessment was completed for the New Zealand and Australian
cash-generating units which supports the recovery of the property, plant and equipment through its use (refer to
Note 4.2). As a result, there has been no reduction in the carrying value of property, plant and equipment.
Accounting policy
All property, plant and equipment is stated at historical cost less depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
Land is not depreciated. Depreciation of property, plant and equipment is calculated using the straight-line value
method to allocate the cost of assets over their expected useful lives. The rates are as follows:
Depreciation
Rate
Depreciation
Basis
Leasehold improvements7.5-15%Straight line
Plant and equipment7.5-15%Straight line
Motor vehicles12-20%Straight line
Furniture, fixtures and fittings20-25%Straight line
METRO PERFORMANCE GLASS LIMITED
42
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4.2 INTANGIBLE ASSETS
CONSOLIDATED 2020
Note
Customer
relationships
$’000
Goodwill on
acquisitions
$’000
Computer
software
$’000
Total
$’000
Opening balance
Cost12,962 148,332 8,534 169,828
Accumulated amortisation and impairment(8,854)(8,349)(6,183)(23,386)
Net book value at 1 April 20194,108 139,983 2,351 146,442
Additions––631 631
Disposals––––
Amortisation expense(1,450)–(1,261)(2,711)
Impairment2.4–(86,500)–(86,500)
Foreign exchange impact–(355)(8)(363)
Closing net book value at 31 March 20202,658 53,128 1,713 57,499
Represented by:
Cost12,929 147,846 9,119 169,894
Accumulated amortisation and impairment(10,271)(94,718)(7,406)(112,395)
Net book value at 31 March 20202,658 53,128 1,713 57,499
CONSOLIDATED 2019
Customer
relationships
$’000
Goodwill on
acquisitions
$’000
Computer
software
$’000
Total
$’000
Opening balance
Cost13,002 148,345 8,447 169,794
Accumulated amortisation and impairment(5,990)–(4,317)(10,307)
Net book value at 1 April 20187,012 148,345 4,130 159,487
Additions–580 141 721
Disposals––––
Amortisation expense(1,667)–(1,897)(3,564)
Impairment(1,270)(8,290)–(9,560)
Foreign exchange impact33 (652)(23)(642)
Closing net book value at 31 March 20194,108 139,983 2,351 146,442
Represented by:
Cost12,962 148,332 8,534 169,828
Accumulated amortisation and impairment(8,854)(8,349)(6,183)(23,386)
Net book value at 31 March 20194,108 139,983 2,351 146,442
43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Critical estimates and judgements: Goodwill
The Group tests intangible assets for impairment to ensure they are not carried at above their recoverable
amounts:
• at least annually for goodwill with indefinite lives; and
• where there is an indication that the assets may be impaired (which is assessed at least at each reporting date).
Impairment tests are performed by assessing the recoverable amount of each individual asset or CGU. The
recoverable amount is determined as the higher amount calculated under a value-in-use (VIU) or a fair value
less costs of disposal (FVLCD) calculation. Both methods utilise pre-tax cash flow projections based on financial
projections approved by the directors.
As detailed in the COVID-19 excerpt on page 26, the impacts of COVID-19 on the Group have already been wide
ranging and significant. There is a heightened level of uncertainty at present which makes accurately forecasting the
future particularly challenging. The Company currently expects building consents in both New Zealand and Australia
to trend materially lower over the next 12 - 24 months reflecting weak economic conditions and much slower
population growth given ongoing international border closures and curtailed migration. It is also important to note
that building consents are only intentions to build, and that building activity and demand for glass products and
services could potentially fall more rapidly, or at least be more volatile, than consenting levels would suggest given
the highly uncertain economic conditions. While the industry will benefit from completing an existing pipeline of
projects in the short term, it is unclear how long this will last, and activity levels thereafter are highly uncertain.
In response to the current challenges faced when forecasting the future, management has prepared upside, base
and downside case scenarios for each CGU (New Zealand and Australia). Each of these scenarios include three-years
of explicit cash flow projections with cash flows beyond that point extrapolated using estimated long-term growth
rates. The final VIU and FVLCD calculations for each CGU apply an assessed probability-weighting to the three
scenarios. The probability and sensitivities around these scenarios will continue to be reviewed over time as the
future path of the New Zealand and Australian economies becomes clearer. The probability-weighted scenario
approach is a change from previous impairment tests which used a single forecast. This change has been made
to accommodate the current forecasting uncertainties.
Impairment tests for goodwill
Post the acquisition of AGG, the Group’s segments have been classified as New Zealand and Australia aligning
with the way our business is reviewed. The New Zealand goodwill balance arose prior to the Group’s Initial
Public Offering (IPO) in July 2014.The Australian goodwill arose in August 2016 with the acquisition of AGG.
Goodwill balances are as follows:
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
New Zealand30,879 117,379
Australia22,249 22,604
53,128 139,983
Key assumptions in the 31 March 2020 impairment assessment calculations (and the equivalent assumptions in the
31 March 2019 calculations) are as follows:
CONSOLIDATEDCONSOLIDATED
20202019
New ZealandAustraliaNew ZealandAustralia
Compound annual revenue growth - 3 years (2019: 5 years)(9.6%)5.2%0.5%6.9%
Long-term growth rate1.3%1.3%2.0%2.0%
Discount rate (post tax, post IFRS 16)7.8%6.6%
Discount rate (post tax, pre IFRS 16)9.9%9.9%
METRO PERFORMANCE GLASS LIMITED
44
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The discount rate (post tax) represents
the current market assessment of the
risks specific to the CGU, taking into
account the time value of money and
individual risks of the underlying assets
that have not been incorporated in the
cash flow estimates. The discount rate
calculation is based on the specific
circumstances of the CGU and its
operating segments and is derived
from its weighted average costs of
capital (WACC).
The discount rates used are supported
by independent third party expert
advice. The Group has moved from using
a pre-IFRS 16 discount rate in 2019 to
a post-IFRS 16 discount rate in 2020
to align with the change in accounting
standards. This change in methodology
should have no material impact on the
overall outcome. The discount rates at
31 March 2020 were lower than the prior
year on account of the IFRS 16 change,
market reductions in interest rates
(risk-free rates) and the consideration
of market-specific risks.
The long-term growth rate assumptions
are supported by long-term population
growth rates in New Zealand and
Australia and the increased use and
prevalence of glass products in the
Group’s markets. The long-term growth
rates were reduced in the 2020 testing
in line with the expectation of more
subdued future economic conditions
and persistently lower net migration.
Impairment testing for the New Zealand
CGU was completed using both the VIU
and FVLCD methods, with the FVLCD
discounted cash flow method showing
the higher recoverable amount. The
FVLCD test used the same assumptions
as the VIU test. The FVLCD calculation
has been determined using level three
in terms of the fair value hierarchies
in NZ IFRS 13.
New Zealand CGU
As at 31 March 2020, the New Zealand
and Australian CGUs had both begun
facing significant market and economic
uncertainty as a result of the COVID-19
pandemic. These impacts have been
particularly severe in New Zealand
where operations had to be shut
down for approximately four weeks
in accordance with the New Zealand
Government’s COVID-19 Alert Level 4.
The New Zealand construction industry
is now expected to face significantly
lower consenting and activity levels
for the coming 12 to 24 months as a
result of the deteriorating economic
conditions. This includes the significant
decline anticipated in net migration,
which will directly impact housing
demand. The glass processing and
installation industry also continues
to be very competitive with significant
increases in supplier capacity having
come online over the past few
years. It is not yet clear whether the
anticipated sharp reduction in volume
during 2021 will support the additional
industry capacity.
Building activity in New Zealand
essentially ceased during the COVID-19
shutdown period and productivity was
also impacted under Alert Levels 3
and 2. This will impact on the traditional
9-month lag between residential housing
consents and glass demand, but this lag
will continue to provide management
an opportunity to observe market
conditions in the coming months
and refine plans accordingly.
As a result of the current level of
uncertainty regarding the future,
management has developed a number
of potential future scenarios that
show a range of plausible outcomes.
In forming these scenarios, management
have considered the views of several
economic forecasters, observable
market data points (including building
consents and impacts from historical
recessionary events), feedback from
customers, analysis of existing forward
books of work, anticipated customer
wins and/or losses and other
competitive dynamics.
45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The table below presents several key assumptions which drive the New Zealand scenarios, and the resulting impacts
on future revenue for the next three years:
NZ SCENARIOS
Downside caseBase caseUpside case
Assessed probability of this scenario occurring50%40%10%
NZ residential dwelling consents (9 month lagged) - FY2130,50034,30034,300
NZ residential dwelling consents (9 month lagged) - FY2218,60028,10028,100
NZ residential dwelling consents (9 month lagged) - FY2321,20029,90029,900
Level of competitive intensityContinues to
increase
Continues to
increase
Some capacity
consolidation
Resulting 3 year compound annual revenue growth rate(15%)(5%)0%
The results of the assessment of impairment testing calculations for the New Zealand CGU are most sensitive
to the assumed probability of each scenario occurring, the discount rate and the terminal growth rate. The implied
position of the construction cycle following year three (FY23) is also important as this supports the cashflow
element of the terminal value calculation, which could also impact the applicable terminal growth rate.
Whilst acknowledging the uncertainties around forecasting in the COVID-19 environment, it is the considered view
of the directors that the forecast revenue assumptions and resulting range are reasonable and conservative.
This is based on their understanding of the market, supplemented by third-party forecasts, and a consensus of
the range of expected market trajectories considered in the scenarios. Based on the assumptions described above
and using the FVLCD approach, a recoverable amount for the New Zealand CGU of $104.5 million has been calculated,
93% of which arises from terminal value. Therefore an impairment to the goodwill balance of $86.5 million has been
recognised at 31 March 2020.
If the economic recovery and modelled revenue growth do not meet the probability-weighted expectations, a further
impairment of goodwill may be required.
Australian CGU
In the year ended 31 March 2020, the Australian CGU delivered improved operational results, higher revenue and
a lower earnings before interest and tax (EBIT) loss versus the prior comparable period. This result was achieved
despite residential construction contracting materially in key Australian markets.
In November 2019 the Group announced that New South Wales-based operations would be refocused towards the
supply of double-glazing products for window manufacturer customers. These changes have improved the business’
competitive position in its target segments and are expected to positively impact financial performance going
forward. The transition proceeded to plan and was largely complete by 31 March 2020, contributing positive EBITDA
in the second half of the year.
As the Australian CGU delivered an EBIT loss in the year ended 31 March 2020 the Group reviewed the recoverable
amount of the Australian CGU goodwill, using the three year forecast scenarios and a VIU approach. This review
concluded that the recoverable amount of the Australian CGU is estimated to exceed the carrying value at
31 March 2020 by at least $7 million using the downside scenario.
External forecasts currently predict a slowdown in the construction of new detached houses for the next three
to four years. However, considerable opportunity is seen in Australia as continuing regulatory changes and shifting
consumer preferences drive an increase in demand for high-quality double-glazed windows. Future revenue
projections are based on an assumed growth in the size of the market for double-glazed units in south-eastern
Australia due to an increase in the penetration of double glazed windows that exceeds the effect of a decline in
new house construction. An increase in market share is also anticipated due to the Group’s strong competitive
proposition in this market. Together these factors are forecast to lead to increased sales of these products.
1. Earn.EiaE1gsb.refgoorft1t .,
46
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
There are some significant uncertainties to the revenue growth forecasts. While individual states have already made
changes to their building codes, and the Australian national building code regulations affecting energy-efficient
requirements for commercial buildings have also changed, the proposed residential changes will not be enacted until
2022. Current indications are that these changes remain likely to proceed. The extent to which the penetration rate
of double-glazed windows increase both before and after the code changes is uncertain. The continuing competitive
proposition of the Group’s products, and therefore expectation of an increased market share, is also uncertain due
to the effectiveness of competitor actions in the double-glazed windows market.
Despite the uncertainties, the Group has confidence that its strategy has traction and the outlook is positive.
It is the considered view of the directors that the forecast revenue assumptions are reasonable. This is based on
their understanding of the market, expected changes in the market and improved financial performance achieved
in the year ended 31 March 2020 over the previous corresponding period.
If the forward looking projections do not meet expectations an impairment of goodwill may be required.
Market capitalisation comparison
The Group compares the carrying amount of net assets with the market capitalisation value at each balance date.
The share price at 31 March 2020 was $0.175 equating to a market capitalisation of $32.4 million, and at the date
of the financial statements was $0.21 ($38.9 million). This market value excludes any control premium and may not
reflect the value of all of the Group’s net assets. The carrying amount of the Group’s net assets at 31 March 2020
was $76.8 million ($0.41 per share) post impairment of intangible assets recognised of $86.5 million. Management and
the Directors have considered the reasons for this difference and concluded all relevant factors had been allowed
for in their VIU and FVLCD models.
Sensitivity to changes in key assumptions
New Zealand CGU
The following summarises the effect of a change in the key assumptions for the New Zealand CGU, with all other
assumptions remaining constant:
Impairment
$’000
Variance to base
assumption
$’000
Base assumption(86,500)–
+0.5% Discount rate(93,583)(7,083)
-0.5% Discount rate(78,203)8,297
+0.25% Long-term growth rate(82,830)3,670
-0.25% Long-term growth rate(89,894)(3,394)
Scenario probabilities: Base Case reduced by 5% and Upside Case increased by 5%(79,167)7,333
Scenario probabilities: Base Case reduced by 5% and Downside Case increased by 5%(91,783)(5,283)
Australian CGU
The following summarises the changes in key assumptions at which an impairment would occur for the Australian
CGU, with all other assumptions remaining constant:
Threshold for
impairment
Movement from
rate used in the
impairment test
Long-term growth rate(1.5%)(2.8%)
Discount rate (post tax)9.2%2.6%
47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Accounting policy
Goodwill
Goodwill represents the excess of the
consideration paid for an acquisition
over the fair value of the Group’s share
of the net identifiable assets of the
acquired subsidiary at the date of
acquisition. Any goodwill arising on
acquisitions of subsidiaries is included
in intangible assets. Goodwill acquired
in business combinations is not
amortised. Instead, goodwill is tested
for impairment annually, or more
frequently if events or changes in
circumstances indicate that it might
be impaired, and is carried at cost
less accumulated impairment losses.
Gains and losses on the disposal of an
entity include the carrying amount of
goodwill relating to the entity sold.
The carrying value of goodwill is
compared to the recoverable amount,
which is the higher of value in use and
the fair value less costs of disposal.
Any impairment is recognised
immediately as an expense and
is not subsequently reversed.
For the purposes of impairment
testing, goodwill acquired in a business
combination is allocated to each group
of the CGUs that is expected to benefit
from the synergies of the combination.
Each unit to which the goodwill is
allocated represents the lowest
level within the entity at which the
goodwill is monitored for internal
management purposes.
Computer software
Acquired computer software licences
are capitalised on the basis of the
costs incurred to acquire and bring
to use the specific software. Costs
that are directly associated with the
production of identifiable and unique
software products controlled by the
Group are recognised as intangible
assets when management intends
to use the software and anticipate
it will generate probable future
economic benefits.
Directly attributable costs that
are capitalised as part of the
software product include the
software development employee
costs and an appropriate portion
of relevant overheads.
Amortisation of computer software
is calculated on a straight-line basis
over a useful life of four years.
Contractual customer relationships
Contractual customer relationships
acquired in a business combination
are recognised at fair value at the
acquisition date. The contractual
customer relationships acquired are
estimated to have a finite useful life
and are carried at cost less accumulated
amortisation. Amortisation is calculated
on a straight-line method over the
expected life, being 10 years of the
customer relationship in New Zealand.
METRO PERFORMANCE GLASS LIMITED
48
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5 DEBT & EQUITY
5.1 INTEREST-BEARING LIABILITIES
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Bank borrowings81,630 88,832
Bank overdraft––
81,630 88,832
Bank borrowings are secured by a first-ranking composite general security deed. The Group’s bank borrowing
facilities comprise a syndicated term loan facility of $120 million negotiated on 31 August 2018 for a three-year term
as well as overdraft and bank guarantees totalling $7.63 million. The Group complied with all covenants throughout
the year.
(A) Assets pledged as security
The bank loans are secured under both a General Security Deed and Specific Security Deed which results in
registered charges over assets of the Group. In addition, there are positive and negative pledge undertakings
through shares held of various subsidiaries.
(B) Fair value
The carrying value of the Group’s bank borrowings also represents the fair value of the borrowings due to
management’s assessment that the interest rates approximate the market interest rate for a commercial
loan of a comparable lending period.
Accounting policy
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption
amount is expensed in the statement of comprehensive income over the period of the borrowings using the
effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement
of the liability for at least 12 months after the statement of financial position date.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of
funding through an adequate amount of committed credit facilities and the ability to close-out market positions.
As at 31 March 2020 the Group had cash of $14.7 million. Information in respect of negotiated credit facilities is
shown below.
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Committed credit facilities pursuant to syndicated facility127,724129,748
Drawdown at balance date(85,300)(92,362)
Available credit facilities42,42437,386
49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The table below analyses both of the Group’s non-derivative financial liabilities and derivative financial liabilities into
relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity
date. Derivative financial liabilities are included in the analysis if their contractual maturities are essential for an
understanding of cash flows.
CONSOLIDATED 2020
Less than
1 year
$’000
Between
1 and 2 years
$’000
Between
2 and 5 years
$’000
> 5 years
$’000
Total
$’000
Bank borrowings and interest owing2,402 82,563 ––84,965
Interest rate swap143 –1,986 –2,129
Foreign exchange contracts57 –––57
Lease liabilities8,485 7,837 19,236 45,781 81,339
Trade accounts payable17,354 –––17,354
Total at 31 March 202028,441 90,400 21,222 45,781 185,844
CONSOLIDATED 2019
Less than
1 year
$’000
Between
1 and 2 years
$’000
Between
2 and 5 years
$’000
> 5 years
$’000
Total
$’000
Bank borrowings and interest owing3,9893,80190,425 –98,215
Interest rate swap173 274 782 –1,229
Foreign exchange contracts487 –––487
Trade accounts payable19,939 –––19,939
Total at 31 March 201924,5884,07591,207 –119,870
Interest rate risk
The Group’s interest rate risk arises from borrowings. Borrowings issued at variable rates expose the Group to
cash flow interest rate risk. During the period, the Group’s borrowings at variable rates were denominated in both
New Zealand and Australian dollars. If interest rates in New Zealand and Australia increased by 10% the impact would
be an additional cost of $0.13 million and a subsequent decrease of $0.13 million if rates decreased by 10%. (In 2019
an interest rate increase of 10% would have resulted in additional costs of $0.28 million and a subsequent decrease
of $0.28 million if rates decreased by 10%.)
The Group adopts a policy of ensuring that its exposure to changes in interest rates on borrowings is on a fixed-
rate basis by entering into interest rate swaps.
1. Earn.EiaE1gsb.refgoorft1t .,
50
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5.2 CONTRIBUTED EQUITY
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Opening balance306,693 306,653
Vesting of employee share purchase scheme361 –
Payments received on management incentive plans144 40
Closing balance307,198 306,693
On 29 July 2014, Metro Performance Glass received gross proceeds of $244.2 million from the allotment of
143,668,486 ordinary shares at an issue price of $1.70 per share, offered under the Investment Statement and
Prospectus dated 7 July 2014 (amended 15 July 2014) for the Initial Public Offering (IPO) of ordinary shares in
Metro Performance Glass. In addition, 36,646,730 ordinary shares were issued in exchange for 113,811,147 shares
in Metroglass Holdings Limited at an issue price of $1.70 per share. Also, as part of the then long- term incentive
plan, 4,714,784 ordinary shares were issued to management and these vested on 20 July 2015. Payments received
on management incentive plan shares relates to net proceeds received from management under this scheme.
On 21 February 2017, Metroglass launched an employee share purchase scheme for New Zealand employees.
This scheme enabled participants to purchase either $1,000 or $2,000 worth of Metroglass shares at a 50%
discount to market value. Shares were held in trust on behalf of the participants for a minimum three-year holding
period until the vesting date of 21 February 2020. Vesting conditions included ongoing employment with the company
as at the vesting date. The Company has provided participants with interest-free loans to fund the participant
contribution (being 50%) towards the acquisition of the shares, which is to be repaid over the three-year holding
period. In aggregate, 348,086 shares were issued under this scheme on 21 February 2017 at an issue price of $1.54.
This scheme vested during the current year, with $0.18 million received in cash from employees and $0.18 million
transferred from the share-based payment reserve (note 6.3).
Accounting policy
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or acquiring its own shares are shown in equity
as a deduction, net of tax, from the proceeds.
Dividends
Provision is made for the amount of any dividend declared on or before the end of the financial year but not
distributed at balance date.
Dividend distribution to Group shareholders is recognised as a liability in the Group’s financial statements
in the period in which the dividends are declared by the board.
Metro Performance Glass paid no dividends in 2020 (3.8 cents per share in 2019).
51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Capital management
The Group and the parent entity’s objectives when managing capital are to safeguard their ability to continue as a
going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders
and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid
to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group monitors capital on the basis of the gearing ratio and leverage ratio. The Group’s respective ratios
at 31 March 2020 were as follows:
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Bank borrowings81,630 88,832
Less: cash and cash equivalents(14,742)(5,488)
Plus: bank overdraft––
Net debt66,888 83,344
Equity76,840156,963
Gearing ratio46.5%34.7%
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Bank borrowings81,630 88,832
Less: cash and cash equivalents(14,742)(5,488)
Plus: bank overdraft––
Net debt66,888 83,344
Profit before interest, tax, depreciation and amortisation
1
35,174 39,694
Leverage ratio1.9 : 12.1 : 1
1
Calculated on pre-IFRS 16 basis, excluding significant items as per bank covenant definitions.
METRO PERFORMANCE GLASS LIMITED
52
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6 OTHER
6.1 INCOME TAXATION
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Profit before income taxation(74,956)10,589
Income taxation expense at the Group’s effective tax rate(21,205)2,640
Tax effect of non-deductible items24,436 2,737
Prior year adjustment
1
(323)170
Income tax expense2,908 5,547
1
Includes tax refund received in relation to reassessment of AGG tax fixed asset valuation at acquisition of $0.9 million (Note 2.4).
Represented by:
Current taxation6,419 8,438
Deferred taxation(3,511)(2,891)
2,9085,547
Imputation credit account
The amount of imputation credits at balance date available for future distributions is $19.4 million at 31 March 2020,
($12.4 million at 31 March 2019).
6.2 DEFERRED TAXATION
Consolidated deferred tax assets and liabilities are attributable to the following:
CONSOLIDATED 2020
Assets
$’000
Liabilities
$’000
Net
$’000
Property, plant and equipment–(1,365)(1,365)
Right-of-use assets–(14,256)(14,256)
Inventory and receivables139 –139
Cash flow hedge145 (79)66
Intangibles–(1,075)(1,075)
Lease liabilities16,807 –16,807
Provisions and accruals2,269 –2,269
Tax losses4,935 –4,935
24,295 (16,775)7,520
53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
CONSOLIDATED 2019
Assets
$’000
Liabilities
$’000
Net
$’000
Property, plant and equipment–(740)(740)
Inventory and receivables–––
Cash flow hedge513 –513
Intangibles–(1,207)(1,207)
Provisions and accruals2,863 –2,863
Tax losses1,582 –1,582
4,958 (1,947)3,011
Movement in temporary differences during the year:
CONSOLIDATED 2020
Opening
balance
1 April 2019
$’000
Recognised
in opening
retained
earnings
1
$’000
Recognised
in profit
or loss
$’000
Recognised
in OCI
$’000
Balance
31 Mar 2020
$’000
Property, plant and equipment(740)–(630)5 (1,365)
Right-of-use assets–(16,399)2,093 50 (14,256)
Inventory and receivables––139 –139
Cash flow hedge513 ––(447)66
Intangibles(1,207)–132 –(1,075)
Lease liabilities–17,906 (1,053)(46)16,807
Provisions and accruals2,863 –(547)(47)2,269
Tax losses1,582 –3,377 (24)4,935
3,011 1,507 3,511 (509)7,520
CONSOLIDATED 2019
Opening
balance
1 April 2018
$’000
Recognised
in opening
retained
earnings
1
$’000
Recognised
in profit
or loss
$’000
Recognised
in OCI
$’000
Balance
31 Mar 2019
$’000
Property, plant and equipment(1,006)–260 6 (740)
Inventory and receivables74 –(74)––
Cash flow hedge346 ––167 513
Intangibles(2,508)–1,288 13 (1,207)
Provisions and accruals2,663 375 (165)(10)2,863
Tax losses––1,582 –1,582
(431)375 2,891 176 3,011
1
Deferred tax impact of change in accounting policy. Refer to Note 7.
METRO PERFORMANCE GLASS LIMITED
54
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Accounting policy
The tax expense for the period
comprises current and deferred tax.
Tax is recognised in profit or loss,
except to the extent that it relates
to items recognised in ‘Other
comprehensive income’ or directly
in equity. In this case, the tax is also
recognised in ‘Other comprehensive
income’ or directly in equity, respectively.
The current income tax charge is
calculated on the basis of the tax
laws enacted or substantively
enacted at the statement of
financial position date.
Deferred income tax is provided in full,
using the liability method, on temporary
differences arising between the tax
bases of assets and liabilities and
their carrying amounts in the financial
statements. However, deferred income
tax is not accounted for if it arises from
initial recognition of an asset or liability
in a transaction other than a business
combination that at the time of the
transaction affects neither accounting
nor taxable profit or loss. No deferred
tax liability was recognised on initial
recognition of goodwill. Deferred
6.3 GROUP RESERVES
Group reorganisation reserve
Upon acquisition of Metroglass Holdings
Limited in July 2014, the assets and
liabilities acquired were measured
at their pre-combination carrying
amounts without fair value uplift. The
difference between the consideration
transferred and the carrying value
of the assets and liabilities acquired
of $170.7 million was recorded in the
group reorganisation reserve.
Accounting policy
Where an acquisition occurs through
group reorganisation, the identifiable
assets and liabilities acquired are
measured at their pre-combination
carrying amounts without fair value
uplift. No new goodwill is recorded. Any
difference between the consideration
transferred and the carrying value of
the assets and liabilities acquired is
recorded in equity.
Share-based payments reserve
The Group has had two share
ownership plans for employees.
See Note 5.2 for the employee
share purchase scheme and below
for the long-term incentive plan.
The Group currently has a long-term
incentive plan for selected employees.
The plan’s participants are members of
the Senior Leadership Team and other
selected senior managers. The reserve
is used to record the accumulated value
of the plan which has been recognised in
the statement of comprehensive income.
income tax is determined using tax
rates (and laws) that have been
enacted, or substantively enacted,
by the statement of financial position
date and are expected to apply when
the related deferred income tax asset
is realised or the deferred income tax
liability is settled.
Deferred income tax assets are
recognised for unused tax losses and
deductible temporary differences to the
extent that it is probable that future
taxable profit will be available against
which they can be utilised. Deferred tax
assets are reviewed at each reporting
date and are reduced to the extent that
it is no longer probable that the related
tax benefit will be realised.
Deferred income tax assets and
liabilities are offset when there is
a legally enforceable right to offset
current tax assets against current tax
liabilities and when the deferred income
tax assets and liabilities relate to income
tax levied by the same taxation authority
on either the same taxable entity or
different taxable entities where there
is an intention to settle the balances
on a net basis.
55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The plan is designed to secure those employees’ retention in Metro Performance Glass and to reward performance
that underpins the achievement of Metro Performance Glass’ business strategy and long-term shareholder wealth
creation. Participants are offered an annual award of a specified number of both performance rights and share
options in Metro Performance Glass (in accordance with the plan rules).
The performance rights enable participants to acquire shares in Metro Performance Glass with no consideration
payable, subject to Metro Performance Glass achieving set performance hurdles and meeting certain vesting
conditions.
The share options enable participants to acquire shares in Metro Performance Glass at a market-based exercise
price, subject to Metro Glass achieving set performance hurdles and meeting certain vesting conditions.
In the event that the respective performance hurdles are not met on the vesting date, retesting will be permitted
after a further six and twelve months from the measurement date.
The following share options and performance share rights (PSR) have been issued and had not lapsed or been
exercised at 31 March 2020.
Plan Name
Date
issued
Number
of options
Number
of PSR
Options
exercise
price
Vesting
date
2017 LTI plan26-May-16532,266127,950$1.739-Jun-19
2018 LTI plan25-May-17808,723202,180$1.358-Jun-20
2019 LTI plan24-May-181,193,009374,275$0.897-Jun-21
2020 LTI plan23-May-194,230,1031,586,293$0.456-Jun-22
Accounting policy
The long-term incentive plan is an equity-settled share-based payment which provides eligible employees with the
opportunity to acquire shares in the Group. The fair value of shares granted is recognised as an employee benefit
expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the
vesting period. The fair value of the plan has been assessed by an independent valuer.
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Share-based payments reserve
Balance at the beginning of the period725 755
Transfer to equity on vesting of employee share purchase scheme(181)–
Movement in share-based payments reserve387 (30)
Closing balance931 725
METRO PERFORMANCE GLASS LIMITED
56
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6.4 RELATED PARTY TRANSACTIONS
Subsidiaries
The Group’s principal subsidiaries at 31 March 2020 are set out below. Unless otherwise stated, they have share
capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership
interest held equals the voting rights held by the Group. The country of incorporation or registration is also their
principal place of business.
Name of entityCountry of incorporation2020 Interest2019 Interest
Metropolitan Glass & Glazing LimitedNew Zealand100%100%
Metroglass Finance LimitedNew Zealand100%100%
Australian Glass Group Holding Pty LtdAustralia100%100%
Australian Glass Group Finance Pty LtdAustralia100%100%
Directors
The names of persons who were directors of the company at any time during the financial period are as follows:
Peter Griffiths, Russell Chenu, Willem Roest, Gordon Buswell, Angela Bull, Rhys Jones and Graham Stuart.
Graham Stuart was appointed on 1 December 2019. Gordon Buswell retired on 31 December 2019.
Key management and Board of Directors’ compensation
Key management are members of the Executive Team. The compensation paid to key management for employee
service is shown below:
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Salaries and other short-term employee benefits2,960 2,967
Management incentive
1
522 48
Share-based payments137 94
3,619 3,109
1
Relates to amounts paid pursuant to prior year financial and operating performance.
Board of Directors’ compensation
CONSOLIDATEDCONSOLIDATED
2020
$’000
2019
$’000
Directors’ fees612 605
612 605
6.5 CONTINGENCIES
At 31 March 2020 the Group had no contingent liabilities or assets.
6.6 COMMITMENTS
At 31 March 2020 the Group had no commitments.
57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7 LEASES
Critical estimates and judgements
The Group has adopted NZ IFRS 16 retrospectively from 1 April 2019, but has not restated comparatives for the
2019 reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications
and the adjustments arising from the new leasing rules are therefore recognised in the opening balance sheet on 1
April 2019.
Right-of-use assets for property leases were measured on a retrospective basis as if the new rules had always
been applied, adjusted by the amount of any lease incentives received or restoration costs estimated. For property
leases that commenced prior to the group reorganisation or the Australia business acquisition, the Group has
considered it reasonable to apply a commencement date aligned with the group reorganisation and the business
acquisition date in line with requirements prescribed by NZ IFRS 3 Business Combinations. Other right-of-use assets
were measured at the amount equal to the lease liability. There were no onerous lease contracts that would have
required an adjustment to the right-of-use assets at the date of initial application.
Lease liabilities were measured at the present value of the remaining lease payments, discounted using the Group’s
incremental borrowing rate as of 1 April 2019. The weighted average incremental borrowing rate applied to the lease
liabilities on 1 April 2019 was 5.12%.
On transition, the Group applied the following practical expedients:
• accounting for operating leases with a remaining lease term of less than 12 months as at 1 April 2019 as short
term leases
• the use of hindsight in determining the lease term where the contract contains options to extend or terminate
the lease.
In the process of adopting NZ IFRS 16, a number of estimates and judgements have been made. These include:
• incremental borrowing rate at the time of adoption
• lease terms, including any rights or renewal that the Group are reasonably certain will be exercised
• foreign exchange conversion rates
• application of practical expedients and recognition exemptions allowed by the new standards, including those
in respect of low-value assets and short-term lease exemptions.
COVID-19 impact
The Group expects that the forecast softening of construction activity in New Zealand market will have an adverse
impact on production and distribution capacity in the near term. The Group has considered the impact on the
carrying value of right-of-use assets and concluded that there is no evidence which would result in an impairment.
As a result, there has been no reduction in the carrying value of New Zealand-based right-of-use assets.
METRO PERFORMANCE GLASS LIMITED
58
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7.1 RIGHT-OF-USE ASSETS
CONSOLIDATED 2020
Property
$’000
Motor Vehicles
$’000
Equipment
$’000
Total
$’000
Opening net book value 1 April 2019
Recognised on transition57,814 349 131 58,294
Additions139 20 74 233
Depreciation expense(7,715)(169)(45)(7,929)
Impairment
1
(145)––(145)
Foreign exchange impact(88)(1)(1)(90)
Closing net book value at 31 March 202050,005 199 159 50,363
Represented by:
Cost84,778 368 204 85,350
Accumulated depreciation(34,773)(169)(45)(34,987)
Net book value at 31 March 202050,005 199 159 50,363
1
Impairment charge relates to a NSW right-of-use asset, where the lease is being surrendered as part of the restructure.
Accounting policy
The Group leases mainly relate to buildings which were all classified as operating leases until 31 March 2019.
Payments made under operating leases (net of any incentives received from the lessor) were previously charged
to profit or loss on a straight-line basis over the period of the lease. Rental contracts are typically made for fixed
periods of 1 to 16 years but may have extension options. Lease terms are negotiated on an individual basis and
contain a wide range of terms and conditions. The lease agreements do not impose any covenants, but leased
assets may not be used as security for borrowing purposes.
From 1 April 2019, leases are recognised as a right-of-use asset and a corresponding liability. Each lease payment
is allocated between the lease liability and the finance cost. The finance cost is charged to profit and loss over
the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for
each period. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term
on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present-value basis. Lease liabilities include the
net present value of the following lease payments:
• fixed payments, less any lease incentives receivable; and
• variable lease payments that are based on an index or a rate.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined,
the Group’s incremental borrowing rate is used, being the rate that the Group would have to pay to borrow the funds
necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
Right-of-use assets are measured at cost comprising the amount of the initial measurement of lease liability and
any restoration costs. These assets are subsequently depreciated using the straight-line method from the
commencement date to the end of the lease term.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis
as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value
assets comprise IT equipment and small items of office furniture.
59
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
7.2 RECONCILIATION OF LEASE COMMITMENTS TO LEASE LIABILITIES
Total
$’000
Operating lease commitments disclosed as at 31 March 201947,195
Discounted at the incremental borrowing rate at 1 April 201938,182
Less: short-term leases and low-value leases not recognised as lease liabilities(50)
Adjustments as a result of different treatment of extension and termination options27,627
Opening lease liabilities recognised at 1 April 201965,759
Additions233
Interest for the period3,227
Lease payments made(9,634)
Foreign exchange impact(100)
Lease liabilities at 31 March 202059,485
Current lease liabilities5,552
Non-current lease liabilities53,933
Total lease liabilities59,485
Lease liabilities maturity analysis
Minimum lease
payments
$’000
Interest
$’000
Present
value
$’000
Within one year8,485 (2,933)5,552
One to five years27,073 (9,239)17,834
Beyond five years45,781 (9,682)36,099
Lease liabilities at 31 March 202081,339 (21,854)59,485
Lease-related expenses included in the statement of comprehensive income
Total
$’000
For the year ended 31 March 2020
Depreciation7,929
Short-term and low-value leases343
Interest on leases3,227
Interest on make-good provisions145
Total11,644
For comparative period analysis purposes, the adoption of the accounting standard has affected the following items
of the income statement and statement of cash flows:
• In the income statement ‘finance costs’ includes interest expense associated with lease liabilities, and
‘administration expenses’ includes depreciation associated with right-of-use assets.
• In the statement of cash flows, lease payments are now split between principal repayments classified within
‘financing activities’ and interest repayments classified within ‘operating activities’. Previously lease payments
were included within ‘payments to suppliers and employees’ within operating activities.
METRO PERFORMANCE GLASS LIMITED
60
ANNUAL REPORT 2020
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The tables below provide further detail in relation to the impacts of NZ IFRS 16 on the consolidated statement
of comprehensive income, the consolidated statement of financial position and the consolidated statement of
cash flows.
Impact of NZ IFRS 16 on the statement of comprehensive income and earnings per share for the year ended
31 March 2020
Pre
NZ IFRS 16
$’000
Adjustments
under
NZ IFRS 16
$’000
Post
NZ IFRS 16
$’000
Sales revenue254,908 –254,908
Cost of sales(140,737)1,700 (139,037)
Gross profit114,171 1,700 115,871
Distribution and glazing-related expenses(45,396)46 (45,350)
Selling and marketing expenses(14,517)147 (14,370)
Administration expenses(33,611)40 (33,571)
Other Income582 –582
Profit before significant items, interest and tax21,229 1,933 23,162
Significant items(90,724)(350)(91,074)
Loss before interest and tax(69,495)1,583 (67,912)
Interest expense(3,773)(3,372)(7,145)
Interest income101 –101
Loss before income taxation(73,167)(1,789)(74,956)
Income taxation expense(3,425)517 (2,908)
Loss for the period(76,592)(1,272)(77,864)
Other comprehensive income
Exchange differences on translation of foreign operations(24)13 (11)
Cash flow hedges978 –978
Total comprehensive income for the period attributable to shareholders(75,638)(1,259)(76,897)
Earnings per shareCentsCentsCents
Basic/diluted earnings per share(41.3)(0.7)(42.0)
61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Impact of NZ IFRS 16 on the statement of financial position at 31 March 2020
Assets and liabilities have both increased as a result of the change in accounting policy relating to leases.
At 31 March 2020 the statement of financial position accounts affected by the change are detailed below:
Pre
NZ IFRS 16
$’000
Adjustments
under
NZ IFRS 16
$’000
Post
NZ IFRS 16
$’000
Right-of-use assets–50,363 50,363
Deferred tax assets5,501 2,019 7,520
Impact on total assets5,501 52,382 57,883
Current lease incentive135 (135)–
Current lease liabilities– 5,552 5,552
Current provisions1,110 882 1,992
Non-current lease incentive2,672 (2,672)–
Non-current lease liabilities– 53,933 53,933
Non-current provisions–2,551 2,551
Impact on total liabilities3,917 60,111 64,028
Impact on net assets1,584 (7,729)(6,145)
Impact of NZ IFRS 16 on the statement of cash flows for the year ended 31 March 2020
Cash outflows from leases for the year ended 31 March 2020 are detailed below. For the year ended 31 March 2019,
the equivalent cash outflows were included in the cash flows from operating activities as payments to suppliers
and employees.
Total
$’000
For the year ended 31 March 2020
Interest paid on leases (operating activities)3,227
Lease liability principal payments (financing activities)6,407
Total cash outflow in relation to leases9,634
METRO PERFORMANCE GLASS LIMITED
62
ANNUAL REPORT 2020
PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the Shareholders of Metro Performance Glass Limited
We have audited the consolidated financial statements which comprise:
• the consolidated statement of financial position as at 31 March 2020;
• the consolidated statement of comprehensive income for the year then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the consolidated financial statements, which include significant accounting policies.
Our opinion
In our opinion, the accompanying consolidated financial statements of Metro Performance Glass
Limited (the Company), including its subsidiaries (the Group), present fairly, in all material respects,
the financial position of the Group as at 31 March 2020, 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 consolidated 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 carried out another service for the Group in the area of assistance in analysing and evaluating
real estate property lease options for two leased sites. The provision of this other service has not
impaired our independence as auditor of the Group.
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Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the consolidated financial statements of the current year. These matters were addressed in
the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit
matter
New Zealand goodwill impairment test
As at 31 March 2019 the Group had a goodwill
balance in relation to the New Zealand cash
generating unit (CGU) of $117.4 million. At 31
March 2020 this amount was impaired by
$86.5 million to $30.9 million based on the
results of the annual impairment test, as
disclosed in note 4.2.
The New Zealand goodwill impairment test is
considered a key audit matter due to the
materiality of the goodwill balance and the
impairment, the gap between the Company’s
market capitalisation and the net assets, and
the significant level of management judgement
applied in estimating future cash flows and
other key assumptions in determining the
recoverable amount of the CGU.
Management performed both a value in use
(VIU) and a fair value less costs of disposal
(FVLCD) impairment test. The impairment was
determined using the FVLCD test as this
resulted in the lower impairment of the CGU.
Both tests were based on a discounted cash
flow model using probability-weighted
forecasts for the next three years, and then
extrapolating cash flows after that time. The
cash flows, assets and liabilities attributed to
the CGU in both tests are in accordance with
accounting standards.
Key estimates and assumptions include:
● The near-term impact on sales of the
expected economic slowdown and the
competitive environment in the glass
products industry in New Zealand,
including the effect of increases in supplier
capacity in the industry.
● The weighting applied by management to
the three forecast scenarios.
We obtained the calculations performed by
Management and understood the assumptions
used. We gained an understanding of the current
and forecast outlook for the industry and the
strategic direction of the business.
We determined our own independent view on the
appropriate reasonable range for the recoverable
amount of the New Zealand CGU to test
management’s calculation of this amount. We
prepared ranges for both the VIU and FVLCD
approaches. Our calculations and procedures
included the following:
● We used third party building consent
forecasts and our understanding of
management’s forecasts to determine our
independent view of reasonable and
supportable revenue and earnings for the
next three years and maintainable earnings
for the terminal year calculation.
● We used an auditor’s expert to independently
determine appropriate discount and long
term growth rates and to assist us in
challenging management’s assumptions and
developing our independent range.
Whilst some of our assumed inputs were different
to those used by management, management’s
recoverable amount and impairment were within
our reasonable range.
We engaged an internal valuations expert to
assist us in our consideration of management’s
paper on the comparison between the net assets
and the market capitalisation of the Company.
This analysis was completed as part of our
assessment of indicators of impairment.
We audited the disclosures in the consolidated
financial statements to ensure they are compliant
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ANNUAL REPORT 2020
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● The long-term growth rate (1.3%) and the
discount rate (7.8%) used in the
impairment tests.
Note 4.2 explains that a reasonably possible
change in any of the assumptions in the
impairment test could increase or decrease the
amount of the impairment recognised this year.
Management performed a comparison of the
Group’s net assets to the market capitalisation
of the Company and prepared an analysis and
explanation of the difference (see note 4.2).
Management considered the reasons for this
difference in finalising their assessment of the
recoverable amounts of the New Zealand and
Australia CGUs.
with the requirements of the relevant accounting
standards.
Australia goodwill impairment test
As at 31 March 2020 the Group had a goodwill
balance in relation to the Australia CGU of
$22.2 million.
The goodwill had been impaired at 31 March
2019. The Group’s interim financial statements
at 30 September 2019 highlighted significant
uncertainties associated with the impairment
test, but there was no further impairment.
Management performed a VIU impairment test
as at 31 March 2020 and determined that there
was no impairment to the goodwill balance, as
described in note 4.2.
The Australia goodwill impairment test is
considered a key audit matter, due to
materiality of the goodwill balance, the gap
between the Company’s market capitalisation
and the net assets, and the significant level of
management judgement applied in estimating
future cash flows and other key assumptions in
determining the recoverable amount of the
CGU.
Management’s VIU impairment test used a
discounted cash flow model based on
probability-weighted forecast cash flows to
determine the recoverable amount. Key
estimates and assumptions include:
● The near-term impact on sales of the
expected economic slowdown.
● The increase in market demand in
Australia for double-glazed glass and the
Group’s ability to increase its penetration
We obtained the calculations performed by
Management and understood the assumptions
used.
We gained an understanding of the current and
forecast outlook for the industry, the strategic
direction of the business, and the impact of the
restructuring of the New South Wales operations
during the second half of the year. Our
understanding was facilitated by meeting with
management in the two largest manufacturing
locations in Australia during the year.
We assessed the reliability of management’s
forecasting process in previous years and
considered the impact on the assessment of
forecast earnings. In particular, we performed a
lookback analysis of the actual trading
performance compared to the forecasts used in
the 30 September 2019 impairment test. We have
performed this analysis up to and including May
2020.
We determined our own independent view on a
point estimate for the recoverable amount of the
Australia CGU to test management’s calculation
of this amount. Our calculations and procedures
included the following:
● We considered external market forecasts for
domestic construction activity.
● We considered the level of revenue and
earnings growth the Group has achieved over
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in that market due to its competitive
proposition.
● The discount rate (6.6%) and the long-
term growth rate (1.3%) used in the
impairment model.
the last year, despite reductions in domestic
construction activity during the year.
● We discussed with management the
anticipated impact of regulatory and
consumer preference changes that support
their expectation of high growth in double-
glazed glass sales.
● We used the results of our understanding and
analysis to determine our independent view
of reasonable and supportable revenue and
earnings for the next three years and
maintainable earnings for the terminal year
calculation.
● We used an auditor’s expert to determine
appropriate discount and long term growth
rates and to assist us in challenging
management’s assumptions and developing
our independent point estimate.
We audited the disclosures in the consolidated
financial statements to ensure they are compliant
with the requirements of the relevant accounting
standards.
Forecast compliance with bank financial
covenants
As at 31 March 2020 the Group’s net debt was
$66.9 million. Note 5.1 to the consolidated
financial statements explains that the Group’s
bank borrowings comprise a syndicated term
loan facility, with certain financial covenants.
This facility expires on 31 August 2021.
We consider forecast compliance with bank
financial covenants to be a key audit matter.
Subsequent to year end, the Group obtained an
Amendment and Waiver Letter from its
banking partners to ease its financial covenants
for all test dates up to and including 31 March
2021, as described in note 1.3.
The Group has assessed forecast compliance
with these financial covenants by:
● preparing scenario forecasts (base case,
upside and downside) for the Group for
the next three years.
● using the forecasts to calculate financial
covenant compliance at future covenant
test dates.
We have read the syndicated term loan facility
agreement and the recent amendment to that
agreement.
We obtained the Group’s forecast financial
covenant compliance scenarios for the next 12
months from the date of the approval of the
consolidated financial statements and performed
the following audit procedures:
● We ensured the cash flow forecasts are
consistent with the forecasts used for the
impairment testing (above).
● We assessed the reasonableness of
management’s forecast scenarios.
● We performed sensitivity analyses on the
forecast covenant compliance calculations to
assess the level of forecasting risk at each
test date; this included an assessment of
covenant compliance on the stress-tested
downside scenario.
● We assessed management’s historical
forecasting accuracy.
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ANNUAL REPORT 2020
PwC
The Group is considering various options to
reduce or refinance the facility that expires on
31 August 2021.
The Directors have concluded there are no
material uncertainties related to going concern.
We have read the disclosures in note 1.3 to ensure
they accurately reflect our understanding of the
uncertainties.
Our audit approach
Overview
An audit is designed to obtain reasonable assurance whether the financial
statements are free from material misstatement.
Overall Group materiality: $805,000, which represents approximately 5%
of profit before tax before significant items.
We chose profit before tax as the benchmark because, in our view, it is the
benchmark against which the performance of the Group is most
commonly measured by users, and is a generally accepted benchmark. We
have adjusted this benchmark for significant items (see note 2.4) to
reduce volatility and to reflect the underlying performance of the Group.
We have determined that there are three key audit matters:
• New Zealand goodwill impairment test
• Australia goodwill impairment test
• Forecast compliance with bank financial covenants
Materiality
The scope of our audit was influenced by our application of materiality.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the consolidated financial statements as a whole as set out
above. These, together with qualitative considerations, helped us to determine the scope of our audit,
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate on the consolidated financial statements as a whole.
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Audit scope
We designed our audit by assessing the risks of material misstatement in the consolidated financial
statements and our application of materiality. As in all of our audits, we also addressed the risk of
management override of internal controls including among other matters, consideration of whether
there was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the consolidated financial statements as a whole, taking into account the structure of the
Group, the accounting processes and controls, and the industry in which the Group operates.
Information other than the consolidated financial statements and auditor’s report
The Directors are responsible for the annual report. Our opinion on the consolidated financial
statements does not cover the other information included in the annual report and we do not express
any form of assurance conclusion on the other information.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated. If, based on the work we have performed on the other information
that we obtained prior to the date of this auditor’s report, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report
in this regard.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal
control as the Directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements, as a whole, are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-
report-1/
This description forms part of our auditor’s report.
METRO PERFORMANCE GLASS LIMITED
68
ANNUAL REPORT 2020
PwC
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 Troy Florence.
For and on behalf of:
Chartered Accountants
19 June 2020
Auckland
69
Metro Performance Glass’ (Metroglass, the
Company) Board and Senior Leadership Team
(SLT) recognise the importance of sound
corporate governance and consider it core
to ensuring the creation, protection and
enhancement of shareholder value. Together,
the Board and SLT are committed to making
sure that the Company applies and adheres
to practices and principles that ensure
good governance and maintain the highest
ethical standards to protect the interests
of shareholders and all stakeholders.
Metroglass’ corporate governance framework clearly sets out
how the Board is accountable to the owners of the Company
and how it delegates responsibilities to the Chief Executive
Officer (CEO) and the SLT. This framework has been guided
by the recommendations set out in the NZX Corporate
Governance Code (the NZX Code) and the requirements
set out in the NZX Main Board Listing Rules.
The information in this section is current as at 19 June 2020
and has been approved by the Board. Metroglass considers
that, during the year to 31 March 2020 (reporting period),
the Company materially complied with the NZX Code.
Metroglass’ shares are also listed on the Australian Securities
Exchange (ASX) with ASX Foreign Exempt Listing status. Given
this status, the ASX requires the Company to comply with the
NZX Main Board Listing Rules and confirm its adherence to
these rules annually, and to comply with a specific subset of
the ASX Listing Rules.
This corporate governance statement reflects a summary of
the Company’s corporate governance framework, policies and
procedures and how they comply with the NZX Code. The full
corporate governance framework has been approved by the
Board and is available in the Investor Centre section of the
Company’s website at http://www.metroglass.co.nz/investor-
centre/governance/ and includes:
1. Constitution
2. Code of Ethics
3. Board Charter
4. Audit and Risk Committee Charter
5. People and Culture Committee Charter
6. Securities Trading Policy
7. Market Disclosure Policy
8. Diversity and Inclusion Policy
9. Safety and Wellbeing Policy.
NZX CODE: KEY PRINCIPLES
This section sets out Metroglass’ corporate governance
policies, practices and processes by reference to the NZX
Code’s eight key principles and supporting recommendations.
PRINCIPLE 1: CODE OF ETHICAL BEHAVIOUR
“Directors should set high standards of ethical behaviour,
model this behaviour, and hold management accountable for
these standards being followed throughout the organisation.“
CODE OF ETHICS
Metroglass has a Code of Ethics that establishes a framework
of standards by which the Directors, employees, contractors
and advisors of Metroglass are expected to carry out their
responsibilities. It is not an exhaustive list of acceptable
behaviour; rather it facilitates decision-making that is
consistent with Metroglass’ values, business goals and legal
and policy obligations. It requires Metroglass’ employees to:
• Act honestly and with personal integrity in all actions
• Undertake proper receipt and use of corporate information,
assets and property
• Adhere to procedures around confidentiality, conflicts of
interest, gift giving, and whistleblowing
• Comply with all law and Metroglass policies.
The Code of Ethics also imposes a number of obligations
on Directors, including requirements that they give proper
attention to the matters before them; be up to date on their
regulatory, legal, fiduciary and ethical obligations; undertake
training; manage breaches of the Code of Ethics; and act
honestly and in the best interests of the issuer, shareholders
and stakeholders and as required by law.
Metroglass monitors compliance with the Code of Ethics
through its management processes as well as through the
whistleblowing procedures set out in the Code of Ethics and
separate Whistleblower Protection Policy. The Code of Ethics
was approved in July 2017.
SECURITIES TRADING POLICY
The Company’s Securities Trading Policy governs trading
in the Company’s shares and any associated financial
products (during the reporting period these were
Metroglass’ NZX- and ASX-listed shares).
The Policy applies to all directors, employees and contractors
of Metroglass and its subsidiaries (“Metroglass Personnel”).
The policy is a critical part of ensuring all Metroglass Personnel
are aware of their related obligations and legal requirements,
and takes into account the insider trading prohibitions in the
Financial Markets Conduct Act 2013 (NZ) and the Corporations
Act 2001 (Australia), and the Company’s obligations under the
NZX Corporate Governance Code.
METRO PERFORMANCE GLASS LIMITED
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ANNUAL REPORT 2020
CORPORATE GOVERNANCE
The Policy also sets out a set of more stringent rules which
apply to Directors and certain employees of Metroglass
when dealing in Metroglass Securities (“Restricted Persons”).
These additional rules include the following:
• Trading in Metroglass securities is prohibited during the
“blackout” periods set out in the policy (these periods
occur prior to the release of the Company’s half-year
and full-year financial result releases to the market)
• Prior consent must be obtained before trading in
Metroglass securities. This consent requires confirmation
that no material information is held
• Providing confirmation following the completion of any
trading in Metroglass securities.
The policy is reviewed at least every two years and was last
reviewed on 26 September 2019.
PRINCIPLE 2: BOARD COMPOSITION AND PERFORMANCE
“To ensure an effective Board, there should be a balance of
independence, skills, knowledge, experience and perspectives.”
The Board has ultimate responsibility for the strategic
direction of Metroglass and for overseeing Metroglass’
management for the benefit of its shareholders.
Metroglass’ Constitution provides for a minimum of four
Directors and, subject to this limitation, the number of
Directors to hold office shall be fixed from time to time
by the Board. At least two Directors must be ordinarily
residents of New Zealand and at least two must be
Independent Directors. The Chair of the Board cannot be
the CEO or the Chair of the Audit and Risk Committee.
The Directors bring a wide range of skills to the Board including
expertise in corporate strategy, national and international
business and financial management, sales, marketing, mergers
and acquisitions, legal, capital markets, industry experience
and corporate governance. As at 19 June 2020, the Board
comprised seven Independent Directors. Director profiles
and length of service are detailed on pages 14 and 15 of
this report.
BOARD CHARTER
The Board operates under a written Charter, which describes
the Board’s authority, duties, responsibilities, composition and
framework for operation. This Charter also affirms that the
Board, in performing its responsibilities, should act at all times
in a manner designed to create and build sustainable value for
shareholders and in accordance with the duties and obligations
imposed on the Board by Metroglass’ Constitution and by law.
The Charter is reviewed at least every two years and was last
reviewed on 1 March 2019.
Management of Metroglass on a day-to-day basis is
undertaken by the CEO and senior managers through a set of
delegated authorities that clearly define the CEO and senior
managers’ responsibilities and those retained by the Board.
Metroglass’ Board and CEO delegated authority policies
are reviewed at least annually and were last reviewed on
28 March 2019.
The Board meets its responsibilities by receiving reports
and plans from management and through its annual work
programme. The Board uses committees to address issues
that require detailed consideration. Committee work is
undertaken by Directors; however, the Board retains
ultimate responsibility for the functions of its committees
and determines their responsibilities.
NOMINATION AND APPOINTMENT OF DIRECTORS:
The provisions regarding the election and retirement of
Directors are contained in the Metroglass Constitution.
Board succession is the responsibility of the People and
Culture Committee, on behalf of the board.
Metroglass strives to ensure that the Company has the right
mix of skills and experience it requires to enable it to achieve
its strategic aims in a prudent and responsible manner.
The Board will review its composition from time to time and
will identify and evaluate suitable individuals for appointment
as a Director as and when an appointment is to be made.
In evaluating a candidate for appointment as a Director,
the Board will consider criteria including the skill sets as
being required at the time as well as the individual’s
experience and professional qualifications.
In considering a prospective Director, the Board also assesses
the prospective Board members’ ability to exercise sound
business judgment, their integrity and moral reputation, any
potential conflicts of interest or legal impediments to serving
as a Director, and their willingness and availability to commit
the time required to serve as an effective Director of the
Company. The Company is assisted in arriving at these
judgments with external advice and a set of comprehensive
background checks.
To support the Board in its deliberations, the Directors take
into account a skills matrix that sets out the mix of skills and
diversity of the Directors and evaluates whether the collective
skills and experience of the Directors meet Metroglass’
requirements both now and into the future.
New Directors provide the Company with a written consent to
act as a Director and receive a formal Letter of Appointment
that sets out the Terms and Conditions of Appointment and
Remuneration Schedule. It also sets out the expectations of
the Company, the Director’s duties, responsibilities and powers,
insurance and indemnity arrangements, and rights of access
to information.
All new Board members are also provided with an extensive
briefing on the Company and industry-related matters within
a thorough induction process.
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CORPORATE GOVERNANCE (CONTINUED)
SELECTION OF CHAIR:
The Metroglass Constitution provides that the Directors may
elect a Chairperson of the Company and also determine the
period for which the Chairperson is to hold office. Peter
Griffiths is an Independent Director and is currently the
appointed Chairperson.
RETIREMENT AND RE-ELECTION:
The Company’s Constitution and NZX Main Board Listing Rules
require a newly appointed Director to stand for election at
the next Annual Shareholders’ Meeting (ASM).
Angela Bull and Peter Griffiths (having retired by rotation)
were elected as Directors of Metro Performance Glass Limited
at the Company’s ASM on 26 July 2019. Mark Eglinton and
Graham Stuart (both appointed by the Board after the 2019
ASM) will each stand for election at the Company’s 2020 ASM.
As announced on 22 November 2019, Gordon Buswell resigned
as a director with effect from 31 December 2019 and Bill
Roest will retire prior to the company’s 2020 shareholders
meeting which will return the total number of Company
directors to six.
DIRECTOR INDEPENDENCE:
Directors are considered to be independent if they are
non-executive and do not have an interest or relationship
that could or could be perceived to unreasonably influence
their decisions relating to the Company or interfere with their
ability to act in the Company’s best interests. An individual
being appointed as an Independent Director must be
independent according to NZX definitions and not have any
disqualifying relationships as defined in the Board Charter.
The Board will review any determination it makes as to a
Director’s independence on becoming aware of any information
that may have an impact on the independence of the Director.
For this purpose, Directors are required to ensure that they
immediately advise the Board of any relevant new or changed
relationships to enable the Board to consider and determine
the materiality of these relationships.
As at 19 June 2020, all seven Directors are considered by the
Board to be Independent Directors in accordance with the
NZX Main Board Listing Rules. Information in respect of each
Director’s ownership interests are detailed on page 85 of
this report. Metroglass Directors are not formally required
to own Metroglass shares but are encouraged to do so.
DIRECTOR TRAINING:
The Company encourages Directors to continue to develop
their knowledge and skills as a Director. With the prior approval
from the Chair, Directors may attend appropriate courses or
seminars for continuing education at the Company’s cost.
BOARD, DIRECTOR AND COMMITTEE EVALUATION:
In accordance with the Board and Committee Charters, the
Board annually reviews its performance, policies and practices.
It also reviews annually the performance of each Director and
Board committees. These reviews are carried out both formally
and informally.
The last full Board performance review was completed in May
2019 with the assistance of governance services firm Propero
Consulting. The Audit and Risk Committee was last reviewed in
February 2020 and the People and Culture Committee was last
reviewed in June 2020.
DIVERSITY AND INCLUSION:
Metroglass and its Board believe that an equal opportunity
workplace in which differences in gender, age, ethnicity,
nationality, religion, sexual orientation, physical ability, marital
status, experience and perspective are well represented,
results in a competitive advantage and helps the Company
to better connect with its diverse set of customers and
other stakeholders.
The Company believes that an ability to attract and retain a
diverse and inclusive workforce broadens the recruitment pool
of high-calibre candidates, enhances innovation and improves
business performance. A copy of the Company’s Diversity and
Inclusion Policy is available in the Corporate Governance
section of the Company’s website.
How is our workforce made up?
GENDER
Male: 82%
Prefer not to
say; other: 3%
Female: 15%
ETHNICITY
14%
43%
10%10%
11%
12%
Asian
(including
Indian)
AustralianMāoriNZ
European
Pacific
Islander
Other
AGE
16–24
25–34
35–44
45–54
55-64
65+
24%
1%
13%
25%
28%
9%
METRO PERFORMANCE GLASS LIMITED
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ANNUAL REPORT 2020
Petret GifhesitW WPiflPeWGmW(iB)
As at 31 March 2020 (and 31 March 2019 for the prior comparative period), the mix of gender among the Company’s Board and
SLT and Board were:
31 March 2020Female MaleTotal% Female
Board 15617%
Senior Leadership Team35838%
31 March 2019Female MaleTotal% Female
Board 15617%
Senior Leadership Team35838%
Metroglass is committed to providing an inclusive and diverse environment throughout the Company. The Company’s current
Diversity and Inclusion objectives are:
• Ensure that Metroglass’ workforce reflects the diversity of its stakeholder community
• Increase the understanding and acceptance of difference
• Fair and consistent reward and recognition
• Ensure female candidates are identified for all Board and senior management vacancies
In 2019 the Board approved three strategic initiatives to advance the Company’s diversity objectives in the 2020 financial year.
The table below details these initiatives and Metroglass’ progress against them.
INITIATIVE PROGRESS MADE
Continue to strive to ensure strong
female candidates are identified in the
recruitment process for all Board and
senior management roles.
13% of the Board and senior management roles recruited for in the past financial
year had a successful female candidate (2019: 11%) and 38% had at least one short
listed female candidate who was interviewed (2019: 17%).
Provide diversity and inclusiveness training
in line with the programme developed with
Diversity Works.
The Company took both the Senior Leadership and HR teams through an
unconscious bias workshop run by Diversity Works.
All senior managers completed a Diversity of Thought scorecard to understand the
potential for diverse thinking. A workshop has been planned to explore this further
and identify opportunities for improvement.
Agree a work program to make the Company
a more inclusive and diverse business.
As stated above, we have surveyed our senior managers around their diversity
of thought and intend to run a workshop with our senior managers in the next
financial year.
The Company initiatives for the 2021 financial year are to:
1. Develop a workplace flexibility policy
2. Continue to focus on increasing the number of females we have across all levels of the business
3. Understand our current gender pay parity
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CORPORATE GOVERNANCE (CONTINUED)
PRINCIPLE 3: BOARD COMMITTEES
“The Board should use committees where this will enhance its effectiveness in key areas, while still retaining Board responsibility.”
In the year to 31 March 2020, the Board had two standing committees, being the Audit and Risk Committee and People and
Culture Committee.
BOARD AND COMMITTEE COMPOSITION AND ATTENDANCE 12 MONTHS TO 31 MARCH 2020
Board meetings
attended
Audit and Risk
Committee
meetings
attended
People and
Culture
Committee
meetings
attendedAppointed/ Resigned
Meetings held1276
SITTING DIRECTORS
Peter Griffiths12/12 (c)7/7 Appointed: 02/09/16
Angela Bull12/12 6/6 (c)Appointed: 05/05/17
Russell Chenu12/127/7 Appointed: 05/07/14
Mark Eglinton0/0 Appointed: 01/04/20
Rhys Jones12/12 6/6Appointed: 01/04/18
Willem (Bill) Roest12/127/7 (c) Appointed: 05/07/14
Graham Stuart3/3 Appointed: 01/12/19
PAST DIRECTORS
Gordon Buswell8/9 5/6Appointed: 07/10/15
Resigned: 31/12/19
(c)
indicates Chair.
The Board periodically reviews the need for additional committees. Each committee operates under charters approved by the
Board, and any recommendation committee members make are directed to the Board. They do not make decisions on behalf
of the Company in their own right.
The Board’s committees and their members as at 19 June 2020 were:
• Audit and Risk Committee: Bill Roest (Chair), Russell Chenu and Graham Stuart; and
• People and Culture Committee: Angela Bull (Chair), Mark Eglinton and Rhys Jones.
AUDIT AND RISK COMMITTEE:
The Audit and Risk Committee is responsible for overseeing the risk management framework (including treasury and financing
policies), treasury, insurance, accounting and audit activities of Metroglass. It reviews the adequacy and effectiveness of internal
controls, meets with, and reviews the performance of external auditors, oversees internal audit matters, reviews the consolidated
financial statements, and makes recommendations on financial and accounting policies.
Members of the Audit and Risk Committee are appointed by the Board and comprise a minimum of three members who are each
non-executive Directors of Metroglass. A majority of members must be Independent Directors and at least one Director must
have an accounting or financial background.
Employees of Metroglass only attend meetings of the Audit and Risk Committee at the invitation of the committee. The Audit and
Risk Committee Charter is reviewed at least every two years and was last reviewed on 28 February 2019.
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ANNUAL REPORT 2020
CORPORATE GOVERNANCE (CONTINUED)
PEOPLE AND CULTURE COMMITTEE:
The People and Culture Committee’s mandate is to assist the
Board in ensuring the elements of people, organisation and
culture support the Company’s strategy and business plan.
The committee achieves its goals by reviewing and considering:
the capability of the organisation at senior levels and in any
identified key roles; the remuneration strategy required to
secure the desired level of organisational capability; the
nominations process for the appointment and succession
planning of the CEO and the Board; and Company policies
that relate to people.
The People and Culture Committee is comprised of at least
two, and not more than four, Independent Directors. Employees
of Metroglass only attend meetings at the invitation of the
committee. The People and Culture Committee Charter is
reviewed at least every two years and was last approved by
the Board on 23 May 2018.
TAKEOVER PROTOCOL
Metroglass has put in place protocols for the Board to
follow in the event of a takeover offer for the Company.
The protocols were adopted on 24 August 2017.
PRINCIPLE 4: REPORTING AND DISCLOSURE
“The Board should demand integrity in financial and non-
financial reporting, and in the timeliness and balance of
corporate disclosures.”
Metroglass is committed to providing financial reporting
that is balanced, clear and objective and informs shareholders
(both current and prospective) and market participants of all
information that might have a material effect on the price of
its traded financial products.
The quality, integrity and timeliness of external reporting and
the Company’s compliance with the disclosure and reporting
obligations imposed under the Listing Rules of NZX, ASX, the
Companies Act and other relevant legislation are overseen
by the Audit and Risk Committee.
The Company’s full-year statements, which have been prepared
in accordance with the relevant financial standards, are set
out from pages 20 to 62 of this Annual Report.
MARKET DISCLOSURE POLICY
The Board has adopted a Market Disclosure Policy, available in
the Corporate Governance section of the Company’s website,
which sets out how the Company will comply with its disclosure
and reporting obligations.
Metroglass is committed to ensuring the timely disclosure
of material information about the Metroglass Group and to
making sure that the Company complies with NZX Main Board
Listing Rules. The Board of directors is ultimately responsible
for ensuring Metroglass complies with the Market Disclosure
Policy and continuous disclosure obligations. The Board has
established a Disclosure Committee to achieve this. The Board
also considers at each Board meeting whether any information
discussed at the meeting requires disclosure.
The policy is reviewed at least every two years and was last
reviewed on 22 May 2019.
CHARTERS AND POLICIES
The key corporate governance documents referred to in
this section, including policies and charters, are available
in the Investor Centre section of the Company’s website at:
http://www.metroglass.co.nz/investor-centre/governance/.
NON-FINANCIAL REPORTING
Metroglass provides non-financial disclosures on matters
including strategic and operational priorities for the year, risk
management, safety and wellbeing, and diversity and inclusion.
At this time, the Company does not report under a recognised
environmental, social and governance (ESG) framework, but
aims to provide non-financial information that would be useful
to its stakeholders. Metroglass monitors a set of data relating
to the Company’s environmental impact and is continuing to
work on better understanding the material ESG issues for the
Company and the importance that both the business and
external stakeholders place on them.
PRINCIPLE 5: REMUNERATION
“The remuneration of directors and executives should be
transparent, fair and reasonable.”
The Metroglass Board believes its practices ensure fair
and reasonable remuneration. The Company’s remuneration
policies are aimed at ensuring that the remuneration of
Directors and all staff properly reflects each person’s
accountabilities, duties, responsibilities and their level
of performance. They are also aimed at making sure that
remuneration is competitive in attracting, motivating and
retaining staff of the highest calibre.
The Board’s People and Culture Committee has a formal
Charter. Its membership and role are set out under
Principle 3 above.
The Company’s remuneration policies and disclosures are
covered in the Remuneration section on pages 76 to 79 of
this Annual Report.
75
CORPORATE GOVERNANCE (CONTINUED)
PRINCIPLE 6: RISK MANAGEMENT
“Directors should have a sound understanding of the
material risks faced by the issuer and how to manage
them. The Board should regularly verify that the issuer has
appropriate processes that identify and manage potential
and material risks.”
The identification and effective management of the Company’s
risks is a priority of the Board. It is responsible for:
a) Identifying the principal risks of Metroglass’ business;
b) Reviewing and ratifying Metroglass’ systems of internal
compliance and control, risk management and legal
compliance, to determine the integrity and effectiveness
of those systems; and
c) Approving and monitoring internal and external financial
and other reporting, including reporting to shareholders,
the NZX, the ASX and other stakeholders.
The Board has established an Audit and Risk Committee
responsible for ensuring that effective risk management
systems and internal controls are in place, including reviewing
material risk exposures and the steps management has taken
to monitor, control and report such exposures.
The Board has made the CEO accountable for all operational
and compliance risks across the Group including health and
safety (see below). The Chief Financial Officer (CFO) has
management accountability for the implementation of
the risk framework across all the Company’s businesses.
As part of its risk management framework Metroglass
continually assesses risks against all relevant areas of material
business risk. Metroglass’ main risks and mitigation plans are
reviewed every six months by the Audit and Risk Committee.
HEALTH AND SAFETY
The health and safety of the Company’s staff, contractors and
customers is of paramount concern to the Board. Accordingly,
all regular Board meetings and risk reviews specifically look at
health and safety matters. The Company maintains a Health
and Safety risk register for both New Zealand and Australia,
which is reviewed at least annually.
In view of the customer, manufacturing and glazing focus of
the business, and the nature of the Company’s products, key
risks are strains, sprains and lacerations resulting from the
manual aspect of its work processes. Metroglass mitigates
these risks by automating activities or providing mechanical
assistance where possible, mandating the use of appropriate
personal protective equipment and by training staff and
contractors in correct manual handling practices.
The safety and wellbeing of our people is always at the centre
of our people initiatives. Metroglass believes that all injuries
are preventable and that its people should get home safe every
day. Our safety statistics show we still need to improve in this
area, with the number of incidents remaining at a similar level
to the prior two years, with the LTIFR also continuing to increase.
The company’s safety programme and systems are evolving
and maturing, and we are continuing to put considerable effort
into supporting our teams with improved safety equipment,
refreshed policies, practices and training. During the past
financial year, the Company has placed strong emphasis on
ensuring the correct reporting and recording of incidents,
and that all events are thoroughly investigated, and learnings
communicated to prevent recurrence. We also installed a
significant number of additional lifting cranes in our plants
which has meaningfully reduced the need for manual lifting
of heavy products going forward.
All of the Company’s New Zealand properties are certified
under the Accident Compensation Corporation (ACC)
Partnership Programme at a tertiary level. Each of the
seven major manufacturing facilities across New Zealand
and Australia are supported by a Safety Manager.
Group health and safety performance
FY20FY19FY18
LTIFR
19.4
(44 Incidents)
16.0
(28 Incidents)
8.2
(19 Incidents)
TRIFR
40.2
(91 Incidents)
51.8
(91 Incidents)
39.7
(92 incidents)
Notes:
• Lost-Time Injury Frequency Rate (LTIFR) is measured by
calculating the number of injuries resulting in at least
one full work day lost per million hours worked; and
• Total Reportable Incident Frequency Rate (TRIFR) is
measured by calculating the number of medical treatment
cases and lost-time injuries per million hours worked.
• The FY19 and FY18 LTIFR and TRIFR metrics have been
restated in this annual report to reflect a narrower
definition of hours worked.
PRINCIPLE 7: AUDITORS
“The Board should ensure the quality and independence of the
external audit process.”
The Metroglass Audit and Risk Management Committee is
charged with overseeing all aspects of the external and internal
audit of the Company. It does not take decisions on behalf
of the Board. However, it has delegated responsibility for:
EXTERNAL AUDIT
• Recommending the appointment and removal of the auditors;
• Recommending audit fees;
• Reviewing auditor independence and performance;
• Reviewing and monitoring audit service delivery;
METRO PERFORMANCE GLASS LIMITED
76
ANNUAL REPORT 2020
CORPORATE GOVERNANCE (CONTINUED)
• Ensuring the ability of the external auditors to carry
out their statutory audit role and their independence
is not impaired, or could reasonably be perceived to be
impaired; and
• Serving as the primary contact point for auditors in relation
to any problems, reservations or issues arising from the
audit and referring matters of a material or serious nature
to the Board.
INTERNAL AUDIT
• Recommending internal audit assignments; and
• Monitoring and reviewing the internal auditing practices;
The Company does not have a standalone internal audit
function. External advisors are employed to evaluate and
improve the effectiveness of the Company’s risk management
and internal processes. Progress and results on these projects
are reported regularly to the Audit and Risk Committee or
the Board.
The Audit and Risk Committee is authorised by the Board,
at Metroglass’ expense, to obtain such outside legal or
other independent information and advice including market
surveys and reports, and to consult with such management
consultants and other outside advisors as it views necessary
to carry out its responsibilities.
The Audit and Risk Committee meets at least three times
each year and has direct access to Metroglass’ external and
internal auditors and senior management. On at least one
occasion each year, the Audit and Risk Committee meets
with the external auditors without management present.
ANNUAL SHAREHOLDERS’ MEETING
Shareholders have the opportunity to ask questions of the
Board and of the external auditors, who attend the Annual
Shareholders’ Meeting. The external auditors are available
to answer questions from shareholders in relation to the
conduct of the audit, the independent audit report and the
accounting policies adopted by Metroglass.
PRINCIPLE 8: SHAREHOLDER RIGHTS AND RELATIONS
“The Board should respect the rights of shareholders and
foster constructive relationships with shareholders that
encourage them to engage with the issuer.”
Metroglass endeavours to keep its shareholders informed
of important developments concerning the Company and
encourages them to follow its announcements. Metroglass
believes that effective engagement with investors will benefit
both the Company and investors.
In the 2020 financial year, Metroglass communicated with
its shareholders using the following means:
• Periodic market announcements, which are released first
to NZX and ASX
• Periodic investor briefings or site tours, the materials
for which are also released first to NZX and ASX (if the
materials are different to that previously released to
the NZX and ASX)
• The Annual and Interim Reports
• The Annual Shareholders’ Meeting and the Notice of Meeting
• The Company’s corporate website.
The Company’s Chair, CEO, CFO and Investor Relations Officer
currently lead engagement with shareholders and, in line with
Metroglass’ market disclosure policy, aim to be responsive, to
provide clear, accurate and timely disclosures, and to provide
meaningful insight into the Company and the industry.
ELECTRONIC COMMUNICATIONS:
Shareholders are encouraged to receive communications from,
and send communications to, the Company and its security
registry electronically. The shareholder contact point at the
Company is: glass@metroglass.co.nz.
ANNUAL REPORT
Metroglass’ Annual Report and Interim Reports are all available
on the Company’s website at: http://www.metroglass.co.nz/
investor-centre/annual-interim-reports. Shareholders can
elect to receive a printed copy of these reports by contacting
the Company’s share registrar, Link Market Services. Any
shareholder who does request a hard copy of the Metroglass
Annual Report will be sent one in the regular post.
SHAREHOLDER VOTING RIGHTS
In accordance with the Companies Act 1993, Metroglass’
Constitution and the NZX Main Board Listing Rules, the
Company refers major decisions which may change the
nature of the Company to shareholders for approval.
Metroglass conducts voting at its shareholder meetings
by way of a poll and on the basis of one share, one vote.
Further information on shareholder voting rights is set
out in Metroglass’ Constitution.
NOTICE OF ANNUAL MEETING
Metroglass’ previous annual meeting was held on 26 July 2019.
The notice of the meeting was released to the market on
20 June 2019. Minutes of the meeting are available on
the Company’s website at: https://www.metroglass.co.nz/
investor-centre/annual-shareholders-meeting/.
The 2020 Annual Shareholders’ Meeting is expected to
be held on 21 August 2020 in Auckland. The time and place
will be provided by notice to all shareholders nearer to
that date.
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CORPORATE GOVERNANCE (CONTINUED)
All remuneration packages are reviewed at least annually, taking into account individual and Company performance, market
movements and independent advice. The objective of the Company’s Remuneration Policy is to ensure that the remuneration
of Directors and all staff properly reflects each person’s accountabilities, duties, responsibilities and their level of performance,
to ensure that remuneration is competitive in attracting, motivating and retaining staff of the highest calibre.
DIRECTOR REMUNERATION:
The Company distinguishes the structure of non-executive Directors’ remuneration from that of executive Directors. Non-executive
Directors are paid a fixed fee in accordance with the determination of the Board. The total amount of remuneration and other
benefits received by each Director during the year ended 31 March 2020 is set out below.
DirectorResponsibilities2020 Directors’ Fees
STANDING DIRECTORS
Peter GriffithsChair of the Board$160,000
Angela BullDirector, Chair of the People and Culture Committee$85,000
Russell ChenuDirector, Member of the Audit and Risk Committee$90,000
Mark EglintonDirector, Member of the People and Culture CommitteeNil
*
Rhys JonesDirector, Member of the People and Culture Committee$85,000
Willem (Bill) RoestDirector, Chair of the Audit and Risk Committee$100,000
Graham StuartDirector, Member of the Audit and Risk Committee$26,667
**
PAST DIRECTORS
Gordon BuswellDirector, Member of the People and Culture Committee$63,750
***
Total$610,417
*
Mark Eglinton was appointed to the Board and as a member of the People and Culture Committee with effect from 1 April 2020.
**
Graham Stuart was appointed to the Board with effect from 1 December 2019, and as a member of the Audit and Risk Committee from 1 April 2020.
**
Gordon Buswell resigned from the Board with effect from 31 December 2019.
The Chair of the Board receives $160,000 per annum (with no additional committee fees paid) and the non-executive Directors
receive $80,000 per annum. The Chair of the Audit and Risk Committee receives an additional $20,000 per annum and other
members of the Audit and Risk Committee receive an additional $10,000 per annum. The Chair and members of the People and
Culture Committee receive an additional $5,000 per annum. Directors may also seek the Board’s approval for special remuneration
should the specific circumstances justify this (2020: Nil). The Company currently has no executive Directors on the Board.
The Board reviews its fees on a periodic basis. The maximum aggregate amount of remuneration payable by Metroglass to the
non-executive Directors (in their capacity as Directors) is set at $614,000. This fee pool was last changed in May 2017 when it was
increased from $600,000 to $614,000 following the appointment of an additional director in accordance with the NZX Listing Rules
in place at that time.
Directors’ fees exclude GST, where appropriate. No retirement or termination benefits are paid to non-executive Directors;
however, Directors are entitled to be refunded for reasonable travel and other expenses incurred by them in connection
with their attendance at Board or Shareholder meetings, or otherwise in connection with the Metroglass Group’s business.
The Company does not offer an equity-based remuneration scheme for Directors. The Board considers that Director and
executive remuneration is appropriate and is not excessive.
Directors and Officers also have the benefit of Directors and Officers’ liability insurance. This covers risks normally included
in such policies arising out of acts or omissions of Directors and employees in their capacity as such. The insurance cover is
supplemented by the provision of Director and Officer indemnities from the Company but this does not extend to criminal acts.
1. Earn.EiaE1gsb.refgoorft1t .,
78
ANNUAL REPORT 2020
REMUNERATION REPORT
Executive Remuneration:
The remuneration of members of senior management
(CEO, SLT and certain direct reports) is designed to promote
a higher-performance culture, to secure the participant’s
retention in Metroglass and to reward performance that
underpins the achievement of Metroglass’ business strategy
and long-term shareholder wealth creation.
The Board is assisted in delivering its responsibilities and
objectives for executive remuneration by the People and
Culture Committee. The role and membership of this
committee is set out under Principle 2 in the Statement
of Corporate Governance.
The CEO’s performance is reviewed annually by the Board.
The CEO reviews the performance of the SLT and makes
recommendations to the Board for approval in relation
to the team’s remuneration and achievement of key
performance indicators (KPIs).
The Board completed a full review of the compensation
structures of the CEO and senior management in 2015.
The resulting remuneration structure is made up of
three elements:
• A fixed base salary
• A discretionary short-term incentive (STI)
• A long-term incentive (LTI).
Short-term incentives:
Short-term incentives (STI) are at-risk payments designed
to motivate and reward for performance, typically within that
particular financial year. The target value of an STI payment is
set annually, usually as a percentage of the participant’s base
salary. For the 2020 financial year, the relevant percentages
varied from 10% to 50%.
The STI plans relate to achievement of annual performance
metrics which aim to align executives to a shared set of KPIs
based on business priorities for the next 12 months and that
participants are able to influence. Target measurements are
set on either a regional or a national basis depending on the
participant’s position and role.
In the 2020 financial year, the target areas were consistent
in New Zealand and Australia, and are outlined below:
TargetWeighting
FY20 Result:
NZ
FY20 Result:
Australia
Earnings before
interest, tax and
amortisation
(EBITA)
performance
70%Achieved in
1 of 3 regions,
not achieved
at the
national level
Achieved in
1 of 3 regions,
not achieved
at the
national level
Net Trading
Cashflow
30%Not achievedNot achieved
The payable rewards for each STI KPI target are determined
by the level of performance achieved and are calculated on
a linear scale increasing from the ‘Minimum performance
target’ and receiving 80% of the specified reward, up to
the ‘Maximum performance target’ and receiving 150% of
the specified reward. The maximum performance levels
allow employees to be rewarded for performance above
target levels.
The Board retains discretion on the payment of STI awards
and will consider additional factors. For example, STI payments
may be withheld if there was a death or permanent material
disability of any worker (exceptions may be made for a motor
accident and acts of God as beyond management control).
Long-term incentives
The Company’s LTI plan for the 2020 financial year was
announced on the 27 June 2019. The LTI plan is made up of
both performance share rights and share options. The LTI is
designed to secure those employees’ retention in Metroglass
and to reward performance that underpins the achievement
of Metroglass’ business strategy and long-term shareholder
wealth creation. The key features of the 20120 LTI plan are
as follows:
• Participants will be offered an annual award of a specified
number of both performance rights and share options in
Metroglass (in accordance with the LTI rules)
• The performance rights will enable participants to acquire
shares in Metroglass with no consideration payable, subject
to Metroglass achieving set performance hurdles and
meeting certain vesting conditions
• The share options enable participants to acquire shares
in Metroglass at a specified exercise price, subject to
Metroglass achieving set performance hurdles and
meeting certain vesting conditions.
A total of 6,764,101 share options and 2,290,698 performance
share rights remain outstanding pursuant to the 2017, 2018,
2019 and 2020 LTI plans as at 19 June 2020.
2017 NZ Employee Share Purchase Scheme (Scheme)
On 21 February 2017, Metroglass launched an employee
share purchase scheme for New Zealand-based employees.
This scheme enabled participants to purchase either $1,000
or $2,000 worth of Metroglass shares at a 50% discount
to market value. Shares are held in trust on behalf of the
participants for a minimum three-year holding period.
In aggregate, 348,086 shares were issued under this scheme
on 21 February 2017 at an issue price of $1.54. This scheme
vested in February 2020 and has now been closed.
Metroglass intends to launch a new employee share scheme
during the 2021 financial year.
79
REMUNERATION REPORT (CONTINUED)
Chief Executive Officer’s Remuneration:
Metroglass’ CEO Simon Mander joined the Company on 19 November 2018. The former CEO departed on 31 March 2018.
Fixed CEO remuneration for the past three financial years (12 months to 31 March)
FIXED REMUNERATION
Financial yearCEOSalary
Other
benefits**
Total fixed
remuneration
FY20Current$650,000$25,682$675,682
FY19Current$214,166*$8,173$222,339
FY18Former$550,000$20,385$570,385
FY17Former$500,000$18,555$518,555
*
Pro-rated for a partial year.
**
Other benefits include medical insurance and KiwiSaver.
Description of Chief Executive Officer’s remuneration for performance for the year ended 31 March 2020
PlanDescriptionPerformance measures
Percentage of
maximum awarded
STISet at 50% of fixed remuneration for FY20
on-plan performance, up to a maximum
of 1.5 times (equal to 75% of fixed
remuneration), where the highest levels of
STI targets are achieved. Any payment is
pro-rated for months of service.
70%: EBITA performance
Nil
30%: Net Trading Cashflow performance
LTIIssued 23 May 2019. The first vesting date
is 6 June 2022 and no instruments have
yet had the chance to vest.
50% share options require Metro Glass’ Total
Shareholder Return (TSR) must exceed a compound
annual pre-tax rate that is 1% above the companies
cost of equity
N/A
50% performance share rights measured against
NSX 50 group TSR hurdle
N/A
PAY FOR PERFORMANCE – SHORT-TERM INCENTIVES
Financial year of STI paymentCEO
Relevant
performance period
% STI awarded
against maximumSTI paid
FY21CurrentFY200%$0
FY20CurrentFY1959%$96,364*
FY19FormerFY180%$0**
FY18FormerFY1710%$28,563
FY17FormerFY1667%$201,062
*
Prorated for 4 months out of 12 following the CEO joining in November 2018.
**
A separate one-off incentive payment was awarded to the departing CEO in the 2019 financial year as described in detail in the 2018 Annual Report.
METRO PERFORMANCE GLASS LIMITED
80
ANNUAL REPORT 2020
Petr ePGifh sPeWhPislmh if re(B
PAY FOR PERFORMANCE – LONG-TERM INCENTIVES
CEO
LTI
(initial grant values)*
% LTI vested against
maximum
Span of LTI
performance periods
FY20Current162,500n/a07/06/19 – 06/06/22
FY19CurrentNiln/an/a
FY18Former125,000Nil**08/06/17 – 08/06/20
FY17Former125,000Nil**10/06/16 – 10/06/19
FY16Former125,000Nil07/12/15 – 07/12/17
*
These are LTI grant values (not payments), which require relevant hurdles to be met over specific performance periods. Performance with regard to the
FY20 LTI scheme will be tested in the FY23 year.
**
These holdings were cancelled when the former CEO left the Company (the three-year holding hurdle was not met).
Employees Remuneration:
The number of employees or former employees (including employees holding office as Directors of subsidiaries) who received
remuneration and other benefits in their capacity as employees, the value of which was at or in excess of $100,000 and was paid
to those employees during the financial year ended 31 March 2020, is specified in the table below.
The remuneration figures shown in the “Remuneration” column include all monetary payments actually paid during the course of
the 2020 financial year. This includes salary, STI payments that were paid during the year, and the value of performance share
rights and share options (LTI) expensed during the financial year. Remuneration shown below includes settlement payments and
payments in lieu of notice with respect to certain employees upon their departure from the Company, but does not include any
amounts paid post 31 March 2020 that relate to the year ended 31 March 2020.
Remuneration
Number of
employees
100,000 – 110,00050
110,000 – 120,00028
120,000 – 130,00023
130,000 – 140,00012
140,000 – 150,0009
150,000 – 160,0007
160,000 – 170,0004
170,000 – 180,0005
180,000 – 190,0004
190,000 – 200,0006
200,000 – 210,0002
210,000 – 220,0001
Remuneration
Number of
employees
220,000 – 230,0001
230,000 – 240,0001
240,000 – 250,0002
250,000 – 260,0001
270,000 – 280,0002
290,000 – 300,0002
300,000 – 310,0001
360,000 – 370,0002
400,000 – 410,0001
480,000 – 490,0001
790,000 – 800,0001
81
20 3R02EVNURA20DU2VAIGURVNR30SP
SECURITIES EXCHANGE LISTING
Metroglass’ shares are listed on the New Zealand Securities Exchange (NZX) and Australian Stock Exchange (ASX).
Shares on issue as at 1 May 2020:
RegisterSecurityHoldersUnits
New ZealandMPG (NZX)3,135183,907,237
AustraliaMPP (ASX)1151,470,849
TotalMPG (Dual)3,250185,378,086
Securities issued, and still outstanding, under the 2016 – 2020 long term incentive plans as at 1 May 2020:
Long-Term Incentive SchemeUnderlying SecurityHoldersUnits
2016 Performance Share RightsMPG (NZX)––
2016 Share OptionsMPG (NZX)––
2017 Performance Share RightsMPG (NZX)12127,950
2017 Share OptionsMPG (NZX)12532,266
2018 Performance Share RightsMPG (NZX)29202,180
2018 Share OptionsMPG (NZX)29808,723
2019 Performance Share RightsMPG (NZX)24374,275
2019 Share OptionsMPG (NZX)241,193,009
2020 Performance Share RightsMPG (NZX)331,586,293
2020 Share OptionsMPG (NZX)334,230,103
METRO PERFORMANCE GLASS LIMITED
82
ANNUAL REPORT 2020
STATUTORY INFORMATION
TOP 20 SHAREHOLDERS
Metroglass’ top 20 registered shareholders as at 1 May 2020 were as follows:
RankInvestor Name
Shares at
1 May 2020
%
Shares
1HSBC Nominees (New Zealand) Limited
1
30,532,43116.47%
2Masfen Securities Limited23,548,36112.70%
3Accident Compensation Corporation
1
12,791,2026.90%
4Benjamin James Renshaw5,386,2602.91%
5Takutai Limited4,222,4592.28%
6Nigel James Rigby2,478,5481.34%
7FNZ Custodians Limited2,255,1351.22%
8New Zealand Superannuation Fund Nominees Limited
1
2,031,8401.10%
9Cogent Nominees Limited
1
1,774,7100.96%
10Citibank Nominees (NZ) Ltd
1
1,562,0750.84%
11Grant James Houseman1,517,4570.82%
12Cogent Nominees (NZ) Limited
1
1,466,9320.79%
13Private Nominees Limited
1
1,396,0450.75%
14FNZ Custodians Limited1,391,6840.75%
15New Zealand Depository Nominee1,380,5300.74%
16Philip George Lennon1,345,7670.73%
17Kevin John Summersby1,250,0000.67%
18Ryca Investments Limited1,200,0000.65%
19JPMorgan Chase Bank
1
1,171,1540.63%
20Trevor John Logan1,160,0000.63%
Totals: Top 20 registered holders of ordinary shares99,862,59053.87%
Totals: Remaining holders’ balance85,515,49646.13%
1 Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial depository service which allows electronic trading of securities
by its members and does not have a beneficial interest in these shares. As at 1 May 2020, a total of 52,726,389 Metroglass shares (or 28.44% of the ordinary shares
on issue) were held through NZCSD.
SUBSTANTIAL SHAREHOLDERS
According to the records kept by the company under the Financial Markets Conduct Act 2013 the following were substantial
holders in the company as at 1 May 2020. Shareholders are required to disclose their holdings to Metroglass and to its share
registrar by giving a ‘Substantial Shareholder Notice’ when:
• They begin to have a substantial shareholding (5% or more of Metroglass’ shares)
• There is a subsequent movement of 1% or more in a substantial holding, or if they cease to have a substantial holding
• There is any change in the nature or interest in a substantial holding.
Investor name
Number of
shares as at
1 May 2020%
Date of most
recent notice
Masfen Securities Limited23,548,36112.70%17/02/20
Bain Capital Credit, LP20,475,00011.05%30/11/18
Accident Compensation Corporation12,791,2026.90%25/03/19
83
STATUTORY INFORMATION (CONTINUED)
The following shareholders ceased to be substantial shareholders during the period 2 May 2019 to 1 May 2020: Investment
Services Group Limited (inclusive of Devon Funds Management) on 20 April 2020; Schroder Investment Management (Australia)
Limited on 19 February 2020; National Australia Bank Limited on 6 November 2019.
DISTRIBUTION OF SHAREHOLDERS
As at 1 May 2020:
Range
Number of
holders%
Number of
shares%
1 – 1,0002477.60172,3720.09
1,001 – 5,0001,06432.743,047,0431.64
5,001 – 10,00062519.235,079,2572.74
10,001 – 50,00098330.2523,789,93112.83
50,001 – 100,0001655.0812,143,8296.55
Greater than 100,0001665.11141,145,65476.14
Total3,250100.00%185,378,086100.00%
VOTING RIGHTS
Section 15 of the company’s constitution states that a shareholder may vote at any meeting of shareholders in person or through
a representative. Metroglass conducts voting by way of a polls, using this method every shareholder present (or through their
representative) has one vote per fully-paid up share they hold. Unless the board determines otherwise, shareholders may not
exercise the right to vote at a meeting by casting postal votes. More detail on voting can be found in Metroglass’ constitution
available on the company’s website at: www.metroglass.co.nz/investor-centre/governance/.
TRADING STATISTICS
Metroglass is listed on both the NZX and ASX. The trading ranges for the period 1 April 2019 to 31 March 2020 are as follows:
NZX (NZD)ASX (AUD)
Minimum:$0.15 (23/03/20)$0.25 (20/01/20)
Maximum:$0.465 (24/05/19)$0.42 (12/04/19)
Range:$0.15 – $0.465$0.25 – $0.42
Total shares traded59,288,658780,548
1
1 Trading in Metroglass shares on the ASX is less liquid than it is on the NZX. The final date on which shares were traded on the ASX during the 12 months
to 31 March 2020 was 19 February 2020.
METRO PERFORMANCE GLASS LIMITED
84
ANNUAL REPORT 2020
STATUTORY INFORMATION (CONTINUED)
DIVIDEND POLICY
Dividends and other distributions with respect to the shares are only made at the discretion of the board of Metroglass.
Any dividend can only be declared by the board if the requirements of the Companies Act 1993 are also satisfied. The board’s
decision to declare a dividend (and to determine the quantum of the dividend) for shareholders in any financial year will depend
on, among other things:
• All statutory or regulatory requirements
• The financial performance of Metro Performance Glass
• One-off or non-recurring events
• Metroglass’ capital expenditure requirements
• The availability of imputation credits
• Prevailing business and economic conditions
• The outlook for all of the above
• Any other factors deemed relevant by the board
On 26 November 2018, the company announced its intention to prioritise debt reduction, and that it was targeting a lower
leverage ratio for the Group (as measured by net debt to rolling 12-month EBITDA) of approximately 1.5 times. At 31 March 2019,
this ratio was 1.9 times. No dividends have been declared in respect of the 2020 financial year.
NZX AND ASX WAIVERS
Metroglass does not have any waivers from the requirements of the NZX Main Board Listing Rules, and has waivers in place with
the ASX that are standard for a New Zealand company listed on the ASX.
Metroglass has an ASX Foreign Exempt Listing on the ASX. This category is based on a principle of substituted compliance,
recognising that for secondary listings, the primary regulatory role and oversight rest with the home exchange. Metroglass
continues to have a full listing on the NZX Main Board.
DISCLOSURE OF DIRECTORS’ INTERESTS
Directors disclosed, under section 140(2) of the New Zealand Companies Act 1993, the following interests as at 31 March 2020:
Director and CompanyPosition
Angela Jennifer Bull
Callaghan Innovation Research LimitedDirector
Realestate.co.nzDirector
Real Estate Institute of New ZealandDirector
Tramco GroupChief Executive
Russell Langtry Chenu
5R Solutions Pty LimitedDirector
CIMIC Group LimitedDirector
James Hardie Industries plcDirector
Reliance Worldwide Corporation LimitedDirector
Mark Kenneth Eglinton (appointed 2 April 2020)
Blueberry Country LimitedChair
NDA Group LimitedDirector / Shareholder / Officer
Sail City No 36 LimitedDirector / Shareholder
Snapper Rock International LimitedChair
Young Enterprise TrustTrustee
85
STATUTORY INFORMATION (CONTINUED)
Director and CompanyPosition
Peter Ward Griffiths
Another New Plane Co. LimitedDirector / Shareholder
Great Barrier Airlines LimitedDirector / Shareholder
Island Leader LimitedDirector / Shareholder
New Zealand Business and Parliament TrustChair / Trustee
NZDS Properties (No 2) LimitedDirector / Shareholder
Shoman LimitedDirector / Shareholder
Wings Over Whales NZ LimitedDirector / Shareholder
Rhys Jones
Carbine Aginvest Corporation Limited (formerly Tru-Test)Director
Dairy Technology Services LimitedDirector
Resin & Wax Holdings LimitedChair / Shareholder
Vulcan Steel LimitedDirector / Shareholder
Vulcan Steel Pty LimitedDirector / Shareholder
Willem (Bill) Jan Roest
Housing Foundation LimitedDirector
Synlait Milk Finance LimitedDirector
Synlait Milk LimitedDirector
Graham Robert Stuart
EROAD LimitedDirector
Leroy Holdings LimitedDirector / Shareholder
Leroy Holdings Number 2 LimitedDirector / Shareholder
Northwest Healthcare Properties Management LimitedDirector
Tower LimitedDirector
Tower Financial Services Group LimitedDirector
Tower Insurance LimitedDirector
Vinpro LimitedDirector
Subsidiaries and subsidiary directors
Section 211(2) of the Companies Act 1993 requires the company to disclose, in relation to its subsidiaries, the total remuneration
and value of other benefits received by the directors and former directors, together with particulars of entries in the interests
registers made, during the year ended 31 March 2020.
No Group employee appointed as a director of Metro Performance Glass Limited or its subsidiaries receives or retains any
remuneration or other benefits in their capacity as a director, and each is a full-time Group employee. The remuneration and other
benefits of such employees and former employees (received as employees) totalling NZD 100,000 or more during the year ended
31 March 2020 are included in the remuneration bandings disclosed on page 79 of this Annual Report.
METRO PERFORMANCE GLASS LIMITED
86
ANNUAL REPORT 2020
STATUTORY INFORMATION (CONTINUED)
Within the 2020 financial year, Simon Mander was appointed director of each of the three Australian subsidiaries, and Brent
Mealings was appointed director of each of the eight New Zealand and three Australian subsidiaries. As at 31 March 2020,
Metroglass’ subsidiary companies and subsidiary directors were:
CompanyDirectors
Australian Glass Group (Holdings) Pty LimitedSimon Mander, Brent Mealings
Australian Glass Group Finance Company Pty LimitedSimon Mander, Brent Mealings
Australian Glass Group Investment Company Pty LimitedSimon Mander, Brent Mealings
Canterbury Glass & Glazing LimitedSimon Mander, Brent Mealings
Christchurch Glass & Glazing LimitedSimon Mander, Brent Mealings
Hawkes Bay Glass & Glazing LimitedSimon Mander, Brent Mealings
I G M Software LimitedSimon Mander, Brent Mealings
Metroglass Finance LimitedSimon Mander, Brent Mealings
Metroglass Holdings LimitedSimon Mander, Brent Mealings
Metropolitan Glass & Glazing LimitedSimon Mander, Brent Mealings
Taranaki Glass & Glazing LimitedSimon Mander, Brent Mealings
DIRECTORS’ SHAREHOLDING IN METROGLASS
The directors’ respective interests in Metroglass shares as at 1 May 2020 are as follows:
Number of shares
in which a relevant
interest is heldAcquisition datesDisposal dates
Angela Bull65,82510/07/17, 30/08/17, 28/08/18and 28/02/20N/A
Russell Chenu25,00029/07/14N/A
Peter Griffiths195,500Eight dates between 16/05/16 and 29/08/18N/A
Rhys Jones58,00031/08/18N/A
Willem (Bill) Roest25,00029/07/14N/A
Graham Stuart100,00028/02/20N/A
DONATIONS
For the year ended 31 March 2020, Metroglass, including its subsidiaries, made donations of $27,526.10 (2019: $14,368.62).
NET TANGIBLE ASSETS PER SECURITY
Net tangible assets per security at 31 March 2020: 10.4 cents (31 March 2019: 5.7 cents).
CURRENCY
Within this Annual Report, all amounts are in New Zealand dollars unless otherwise specified.
CREDIT RATING
Metroglass has not requested a credit rating.
87
STATUTORY INFORMATION (CONTINUED)
REGISTERED OFFICE
5 Lady Fisher Place
East Tamaki
Auckland 2013
New Zealand
Email: glass@metroglass.co.nz
Phone: +64 9 927 3000
BOARD OF DIRECTORS
Peter Griffiths – Chair
Angela Bull – Non-Executive Director and
Chair of the People and Culture Committee
Russell Chenu – Non-Executive Director and
Member of the Audit and Risk Committee
Rhys Jones – Non-Executive Director and
Member of the People and Culture Committee
Willem (Bill) Roest – Non-Executive Director and
Chair of the Audit and Risk Committee
Graham Stuart – Non-Executive Director and
Member of the Audit and Risk Committee
Mark Eglinton – Non-Executive Director and
Member of the People and Culture Committee
SENIOR LEADERSHIP TEAM
Simon Mander – Chief Executive Officer
Brent Mealings – Chief Financial Officer
Robyn Gibbard – GM Upper North Island
Gareth Hamill – GM Lower North Island
Andrew Dallison – GM South Island
Amandeep Kaur – Group Health and Safety
Manager
Barry Paterson – GM Commercial Glazing
and Technical
Dayna Saunders – Human Resources Director
AUDITOR
PricewaterhouseCoopers
22/188 Quay Street
Auckland 1142
New Zealand
LAWYERS
Bell Gully
Vero Centre
48 Shortland Street
Auckland 1140
New Zealand
BANKERS
Bank of New Zealand Limited
Westpac New Zealand Limited
Westpac Banking Corporation
SHARE REGISTRAR
Link Market Services
Level 11, Deloitte Centre
80 Queen Street, Auckland 1010
PO Box 91976, Auckland 1142
New Zealand
FURTHER INFORMATION ONLINE
This Annual Report, Metroglass’ core
governance documents, and all Company
announcements can be viewed on its website:
www.metroglass.co.nz/investor-centre.
2020 Annual Shareholders’ Meeting August 2020
2021 Half Year balance date30 September 2020
2021 Half Year results announcement November 2020
2021 Full Year balance date 31 March 2021
2021 Full Year results announcementMay 2021
INVESTOR CALENDAR
20 3REV03NR32UAD0EIGUSSEGP2P 0F
88
ANNUAL REPORT 2020
DIRECTORY
insight
creative.co.nz
MPG018
METRO PERFORMANCE GLASS
ANNUAL REPORT
2020
METROGLASS.CO.NZ
METRO PERFORMANCE GLASS
ANNUAL REPORT
2020
---
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at 17 October 2019
Results for announcement to the market
Name of issuer Metro Performance Glass Limited
Reporting Period 12 months to 31 March 2020
Previous Reporting Period 12 months to 31 March 2019
Currency New Zealand dollars
Amount (000s) Percentage change
Revenue from continuing
operations
$254,908 (4.8%)
Total Revenue $254,908 (4.8%)
Net profit/(loss) from
continuing operations
$(77,864) (1,644.0%)
Total net profit/(loss) $(77,864) (1,644.0%)
Interim/Final Dividend
Amount per Quoted Equity
Security
Not applicable
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$0.1043 $0.0568
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Accompanying this announcement are the Group’s audited
consolidated financial statements for the twelve months ended
31 March 2020. These financial statements and the full year
result commentary dated 19 June 2020 provide the balance of
information requirements in accordance with NZX Listing Rule
3.5 and Appendix 2.
Authority for this announcement
Name of person
authorised
to make this announcement
Andrew Paterson
Contact person for this
announcement
Andrew Paterson
Contact phone number +64 27 403 4323
Contact email address Andrew.Paterson@metroglass.co.nz
Date of release through MAP
19 June 2020
Audited financial statements accompany this announcement.
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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