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Metro Performance Glass 2020 Results

Full Year Results18 June 2020MPGReal Estate

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

METRO PERFORMANCE GLASS LIMITED

64




ANNUAL REPORT 2020



PwC




● 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

65



PwC




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.

METRO PERFORMANCE GLASS LIMITED

66




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.

71

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

72




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

73

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.

METRO PERFORMANCE GLASS LIMITED

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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

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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.

77

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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