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Steel & Tube FY20 Results

Full Year Results27 August 2020STUMaterials

28 August 2020
STU / NZX ANNOUNCEMENT



STEEL & TUBE FY20 RESULTS ANNOUNCEMENT

Positioned for the new trading environment with a leaner cost structure, a strong balance sheet and a

clear strategic plan.



Results in line with 10 August guidance, with FY20 normalised EBIT (Earnings Before Interest and

Tax) of $0.4m excluding non-trading adjustments.


Non-trading adjustments of $58.1m

1

, resulting in a Net Loss After Tax of $(60.0)m.


Reduction in revenue to $417.9m primarily related to COVID-19 lockdown and restrictions in

2H20, contraction in vertical construction activity, softening in the stainless steel market and

competitive pricing pressures.


Strong net operating cashflow of $39.6m (pre-IFRS 16 $26.6m) due to working capital

management and inventory significantly reduced to $101.1m.


Cash of $17.4m at year end with borrowings reduced to $10.0m.


Accelerated organisation restructure with network and workforce reduction well underway,

creating a leaner and more efficient organisation.


Economic environment remains uncertain with reduced activity expected. No final dividend

declared.


Steel & Tube Holdings Limited (NZX: STU) has today announced a full year result for the 12 months

ending 30 June 2020, in line with the guidance provided in its trading update on 10 August 2020.

Revenue for the 12 months was $417.9m, reflecting the impact of COVID-19 in the second half of the

year and following the first half year impacts of reduced vertical construction activity, a softening

stainless steel market and competitive pricing pressures. The level 4 lockdown and progressive return to

business occurred during a traditionally high earning period for the business, with a significant impact in

April and May.

In response to the pandemic, Steel & Tube has accelerated its organisation change programme, with 11

branch closures and consolidations, creating a more streamlined and leaner business. This required some

difficult decisions with a reduction in the workforce of between 150 - 200 people, with 93 people having

already left the organisation at 30 June and the balance to leave during the first half of FY21.

As previously advised, the result includes non-trading adjustments of $58.1m, including non-cash

goodwill and other impairments of $51.9m and $5.5m in restructuring and rationalisation costs.

FY20 normalised EBIT (excluding non-trading adjustments) was $0.4m. On a like for like basis with the

prior year, excluding NZ IFRS 16

2

, normalised EBIT was $(5.2)m. The company reported a Net Loss After

Tax of $(60.0)m.



1

Normalised EBIT excludes non-trading adjustments of $58.1M, which includes non-cash goodwill impairment and other

write-downs due to acceleration of branch network changes, business restructuring and digitisation and the impact of

COVID-19.

2

STU adopted NZ IFRS 16 Leases on 1 July 2019. The adoption of this standard results in the reclassification of operating

lease expenses to depreciation and financing costs resulting in an increase to EBIT and operating cash flow and a decrease

in NPAT. Pre-NZ IFRS 16 financial information is provided to assist with comparison to FY19 reported results.



Despite the challenging second half, Steel & Tube’s balance sheet is strong, with net cash of $7.4m as at

30 June 2020. Operating cashflows were robust, with $39.6m (pre-NZ IFRS 16 $26.6m) for the year

ended 30 June 2020 and borrowings reduced to $10m reflecting working capital and capital management

discipline. Post-balance date, the company has completed the sale of a surplus Gisborne property with

net proceeds of $1.4m applied to further reducing borrowings. Given the uncertain economic outlook

and the loss reported for FY20, the Board has determined that no final dividend will be paid.

In addition to waivers of existing bank covenants for 30 June and 31 December 2020, Steel & Tube has

also agreed temporary revised covenants with its bank syndicate for the remainder of FY21, which it

expects to comfortably meet.

Margins were showing improvement pre-COVID, however, have reduced post-COVID driven by product

mix. Management’s priority is to improve margins as quickly as possible. The leaner organisational

structure and digital investment will help in this area.

Operating costs have been held flat versus prior year in real terms as cost efficiencies offset inflationary

pressures and an increase in provisions for bad and doubtful debts.

CEO of Steel & Tube, Mark Malpass, said: “While our headline result was not as we would have liked due

to softening market conditions exacerbated by the impact of COVID-19 as well as non-cash goodwill and

business restructuring related impairments, we are pleased at how our company and our people have

come through this challenging period.

“The work done over the past two years as part of the Strive programme is now demonstrating its value.

Steel & Tube has a stronger financial platform and is a more efficient and leaner business. We have

accelerated investment in digital technology to support our move to a service model that combines ease

of business and service for customers.”

Moving Forward

During the alert level 4 lockdown, Steel & Tube’s Board and Management took the opportunity to review

and re-focus the Company’s strategy. This strategy is focussed on cementing Steel & Tube’s position as

the leader in the sector, the preferred choice for steel products and solutions and an efficient and

profitable business, which delivers value for customers, staff and shareholders.

Innovation and digitisation remain key enablers to help achieve these goals. This has been an important

area of investment over the last 12 to 18 months and plans have been accelerated to deliver a digitally

smart and efficient business as part of the business strategy.

Mark said: “Customers will continue to need a trusted, supplier and partner to deliver steel solutions

which meet their needs. Our geographic sales strength, improved customer service functions, accelerated

investment in digital capabilities and ecommerce options for customers are a key source of competitive

advantage for our company. In addition, the Government is investing into infrastructure and Steel & Tube

has the expertise and the proven experience to deliver steel solutions on these large scale projects.

“We are re-shaping the organisation to be more customer focused and sales led. The results of this are

already being seen with increasing customer satisfaction measures and a number of new projects and

contracts being won.”

More detail on Steel & Tube’s FY20 results and strategy are available in the Investor Presentation

released with the FY20 results announcement.



Outlook

While trading has recovered to close to prior year since June, there is expected to be some deterioration

in economic conditions later in the year and into 2H FY21. With this uncertainty and expectations of an

economic recession, Steel & Tube is taking a careful and prudent approach to the management of the

business.

Chair of Steel & Tube, Susan Paterson, commented: “We are conscious that, like most other businesses in

this post-COVID environment, there will be challenges on the road ahead. We are starting the new

financial year with a strong balance sheet, a leaner cost structure and a clear strategy. We are confident

that Steel & Tube is well positioned to weather a range of forecast economic scenarios and, importantly,

to take advantage of the opportunities ahead of us.”

ENDS

For media assistance, please contact; Jackie Ellis, Tel: +64 27 246 2505 Email: jackie@ellisandco.co.nz


For further information please contact:

Mark Malpass

Steel & Tube CEO

Tel: +64 27 777 0327

Email: mark.malpass@steelandtube.co.nz

Greg Smith

Steel & Tube CFO

Tel: +64 21 755 803

Email: greg.smith@steelandtube.co.nz

---

Template
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 Steel & Tube Holdings Limited

Reporting Period 12 months to 30 June 2020

Previous Reporting Period 12 months to 30 June 2019

Currency NZD


Amount (000s) Percentage change

Revenue from continuing

operations

$417,923 (16.1%)

Total Revenue $417,923 (16.1%)

Net profit/(loss) from continuing

operations

($60,013) (676.2%)

Total net profit/(loss) ($60,013) (676.2%)


Final Dividend

Amount per Quoted Equity

Security

It is not proposed to pay dividends.

Supplementary dividend 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

(30 June 2019)

Net tangible assets per Quoted

Equity Security

$1.03 $1.19

A brief explanation of any of the

figures above necessary to

enable the figures to be

understood

Non-GAAP financial information

Steel & Tube uses several non-GAAP measures when

discussing financial performance. These include normalised

EBIT and normalised NPAT. Management believes that

these measures provide useful information on the underlying

performance of Steel & Tube’s business. They may be used

internally to evaluate performance, analyse trends and

allocate resources. Non-GAAP financial measures should not

be viewed in isolation nor considered as a substitute for

measures reported in accordance with NZ IFRS.

Reconciliations of non-GAAP measures to GAAP measures

are detailed within this announcement.

The Group’s financial results for FY20 have been impacted

by the alert level 4 shutdown and progressive return to work

due to the pandemic. The Group have identified certain
impairments, restructuring and site rationalisation costs that

have arisen as a result of the strategic actions in response to

COVID-19 (including the forecast economic recession) and

that give rise to costs that would not otherwise have been

incurred, as non-trading items in the FY20 results.

Steel & Tube reports its normalised post NZ IFRS 16 EBIT as

$0.4m for FY2020 (Normalised pre NZ IFRS 16 EBIT:

$(5.2m). Further details on the unusual transactions/non-

trading adjustments are included in the investor presentation

and Annual Report for the twelve months ended 30 June

2020.

Definitions:

 EBIT: This means earnings before interest and tax and is

calculated as profit for the period before net finance costs

and tax.

 Normalised EBIT: This means EBIT after normalisation

adjustments.

 Normalised Net Profit after Tax: This means Net Profit

after Tax after normalisation adjustments net of tax.

 Normalisation adjustments: These are transactions that

are unusual by size or nature in a particular accounting

period. Excluding these transactions can assist users in

forming a view of the underlying performance of the

Group. Unusual transactions can be as a result of specific

events or circumstances or major acquisitions, disposals

or divestments that are not expected to occur frequently.

Authority for this announcement

Name of person


authorised to

make this announcement

Mark Malpass

Contact person for this

announcement

Mark Malpass

Contact phone number +64 27 777 0327

Contact email address mark.malpass@steelandtube.co.nz

Date of release through MAP


28 August 2020


Audited financial statements accompany this announcement.

---

FY20 Results
Presentation

For the 12 months ended

30 June 2020

FY20 SNAPSHOT

Challenging 1H20, with adverse market conditions, particularly reduced vertical construction work and

a contraction in the stainless steelmarket, impacting on sales revenue and volumes.


COVID-19 pandemic had a significant impact on 2H20 results and more than offset some of the

promising market improvements being seen.


The level 4 lockdown and progressive return to business occurred during a traditionally high earning

period for Steel & Tube, with a significant impact in late-March and April. Post lockdown, sales

recovered through May, and June was in line with the prior year.


Acceleration of branch network changes (including site consolidations), business restructuring and

digitisationin response to anticipated post COVID-19 market conditions.


FY20 result includes non-cash goodwill and other asset impairments as well as increased doubtful

debts and a provision for backdated holiday pay obligations.


Strong operating cash flows on the back of continued working capital discipline, with significant

inventory reductions.

•Cash of $17.4m at year end with borrowings reduced to $10m.

2

OUR RESPONSE TO THE COVID-19 PANDEMIC
•Contingency planning and precautionary measures including development of contactless

tracing system that was shared within the industry and with customers.

•During L4 lockdown, all sites closed except where needed to supply essential services.

•Customers supported online and through safe business trading.

•Prudent approach to capital management –cancellation of 1H20 dividend payment and no

final dividend declared.

•Received Government wage subsidy assistance of $6.6m.

•All non-essential capital and operating spend cancelled or deferred.

•Accelerated organisation restructure to right size the business for the expected longer term

downturn in economic activity.

•Considerable COVID-19 impact on financial performance in March and April; sales recovered

through May, since June trading close to prior year.

3

STRATEGIC RESPONSE TO ‘NEW NORMAL’
4

Expect a longer term downturn in economic activity as a result of global COVID-19 pandemic

ACTIONS TAKEN

•Accelerated organisation restructure to right size the business:

—Network footprint reduced by 8 during the year with a

further 3 more to consolidate/close in FY21

—Workforce reduction of 150 to 200 (20% reduction on

pre-COVID-19) by end 1H21

•Careful and prudent working capital management.

•Well positioned with a strong balance sheet and leaner cost

structure.

•Accelerated investment in digital technology providing a critical

platform and key point of difference for customers.

•Reset customersegmentation and ease of service model

including customer centre and technical support.

•Moving forward with clear strategy for FY21 to FY23.

OUTCOMES

Reduction in labour cost in FY21

of approx. $10m (annualised

benefit $12-13m).

FY20 restructuring,

rationalisation and impairment

costs of $11.3m* (approx. 44%

cash/56% non-cash).

Borrowings to be further

reduced from $10m.

*excludes $46.1m impairment on intangibles and

$0.7m holiday pay provision

BENEFITS FROM ORGANISATION RESTRUCTURING
5

800

1062

1007

916

830

750

850

950

1050

Jul

-

19

Aug

-

19

Sep

-

19

Oct

-

19

Nov

-

19

Dec

-

19

Jan

-

20

Feb

-

20

Mar

-

20

Apr

-

20

May

-

20

Jun

-

20

Jul

-

20

Aug

-

20

Sep

-

20

Oct

-

20

Nov

-

20

Dec

-

20

FTES

LabourForecast

Contingency reduction in labourLabour at budgeted revene

0%

5%

10%

15%

20%

25%

30%

35%

Variable Cost Metrics

Freight/Sales %Direct Labour/Sales %Direct Labour net Subsidy/Sales %

•Freight and direct labourcosts have scaled

in line with sales; initiatives continue to

target efficiencies

•FTE numbers reduced from 1,062 to 916 at

30 June

•FY21 changes progressing with 86 FTEs

(including 45 outsourced) and a further 30

pending sales levels

Accelerated restructuring is well progressed and new ways of working including Digital are being

implemented enabling a significantly lower cost base

NETWORK STRATEGY
6

Network consolidation programme coming to an end while maintaining a regional presence and increased

product offering

Annual Lease

Cost ($m)

$18.4*$15.6$15.4**

•2017 includes sale & lease back of

two properties with lease costs of

$3.5m per annum, partially offset

by reduced interest costs of

~$1.6m per annum.

**A further ~$0.7m in lease cost

savings could be achieved through

securing sub-lease arrangements

SECTOR EXPOSURE
7

Non-food Manufacturing

24%

Food Manufacturing

14%

Retail/

Wholesale

10%

Residential

Construction

15%

Non-Residential

Construction

24%

Infrastructure,

13%

SHARE OF FY20 SALES

FY19: 24%

FY19:14%

FY19:12%

FY19:12%

FY19:25%

FY19:13%

2,000
2,500

3,000

3,500

4,000

# Consents

Monthly

Residential Consents

FY19FY20

MARKET CONDITIONS

8

Reduced vertical construction activity and softer stainless market impacted on revenues and margin

2,500

2,700

2,900

3,100

3,300

3,500

3,700

3,900

M2 (000)

Rolling 12 months

Non-Residential Consents –Floor Area

FY19FY20

Source: Statistics New Zealand,RBL Crane Index, BNZ –BusinessNZPMI

100

110

120

130

140

150

160

170

Mar-17Sep-17Mar-18Sep-18Mar-19Sep-19Mar-20

RBL Non-Residential Crane Index

Base Dec -15 = 100

0

10

20

30

40

50

60

70

Jun-18Jun-19Jun-20

Performance of Manufacturing Index (PMI)

FY20 GROUP FINANCIAL SUMMARY
1.FY20 includes impact from adoption of new lease accounting standard (IFRS 16)

2.NormalisedEBIT excludes non-trading adjustments of $58.1M, which includes non-cash goodwill impairment and other write-downs due to acceleration of branch

network changes, business restructuring and digitisationand the impact of COVID-19.

9

$mFY20

1

NZ IFRS 16

adjustments

FY20 Pre-NZ

IFRS 16

FY19

Revenue

417.9-417.9498.1

EBIT

(57.7)(1.3)(59.0)16.8

Non-trading adjustments

2

58.1-58.1(0.8)

Normalised EBIT (excluding non-trading adjustments)0.4(5.6)(5.2)16.0

NPAT/(NLAT)

(60.0)2.8(57.2)10.4

Shareholder Equity

181.313.2194.5253.9

Net Cash / (Debt)

7.4-7.4(15.0)

Net operating cash flow

39.6(13.0)26.621.3

REVENUE & MARGIN
•Improving sales and pipeline in 3Q20 pre-

COVID-19.

•COVID-19 lockdown restrictions and

progressive return to work heavily

impacted revenue and margin.

•Margin impacted by product mix in return

to work period post L4 Lockdown.

•Sales recovery post-lockdown, with June

trading comparable to pcp.

10

Reduction in revenue primarily related to COVID-19

lockdown and restrictions in 2H20 and contraction

in vertical construction activity and stainless steel

market which continued throughout the year.

Revenue

$m

FY20FY19$

change

%

change

Distribution247.9287.7(39.7)(13.8)%

Infrastructure170.0209.4(39.4)(18.8)%

Group417.9498.1(80.2)(16.1)%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

0

50

100

150

200

250

300

1H192H191H202H20

$M

Sales and Margin

SalesMargin %

NORMALISED OPERATING EXPENSES
Operating expenses largely in line with prior

year, on a normalised basis

1

•Overall prudent and disciplined

management of expenditure continues.

•Operating costs have been held flat versus

prior year in real terms.

•Increase in IT and Digital costs of $1.1m to

support improved service delivery, and

$2.7m increase in provisions for bad and

doubtful debts ($0.1m in FY19).

•Mostly offset by $0.7m reduction in

employee costs and other efficiencies of

$2.2m.

•Excluding doubtful debts, normalised opex

was down $1.9m (2%) on the prior year.

11

1. Opexfigures have been normalisedto exclude the impact of NZ IFRS16, as well as 5.7m in non-trading adjustments.

See Slide 29 and 30for definitions of financial terms and reconciliation of normalisedresults.

$m

FY20FY20N

1

FY19N

1

% Change

OPEX97.196.895.91.0%

95.9

96.8

1.1

2.7

(2.9)

60

65

70

75

80

85

90

95

100

105

FY19 Normalised Opex

Increased IT / Digital

spend

Bad & Doubtful debts

Other Costs reductions

FY20 Nomalised Opex

$M

FY19:FY20 Operating Expenses*

STRONG OPERATING CASH FLOW & NET CASH POSITION
12

Improved operating cash flow generation

•Improved operating cash flow of $10.9m year

on year (excluding prior year tax benefit and

on a pre-IFRS basis). Benefitted from

improved working capital management.

•Net debt decreased by $22.4m to end the

year in a positive net cash position of $7.4m.

•On track to repay remaining borrowings in

FY21.

(120)

(100)

(80)

(60)

(40)

(20)

0

20

FY18FY19FY20

$M

Net Cash/(Debt) and Borrowings

Net DebtNet CashTotal Borrowings

Cashflow

$m

FY20FY19*

Reported net operating cash flow39.621.3

NZ IFRS 16 cash flow reallocations(13.0)-

Pre-IFRS16 operating cash flow26.621.3

* Prior year cash flow included the benefit of $5.6m tax refund.

WORKING CAPITAL
13

Continued focus on working capital management

•On-time debt collection rates have

continued the year-on-year improvement

trend seen from 2H19.

•Reduction of inventory by $13m to $101m

through disciplined procurement and

operational efficiencies.

DSO: Days Sales Outstanding

DIO: Days Inventory Outstanding

DPO: Days Payable Outstanding

Working Capital KPIs

(Averages excl. April 2020)

FY20FY19

FY18

Excl. Plastics

Trade Receivables: DSO4248

65

Inventories: DIO101107

110

Trade Payables: DPO

312625

114.0

101.1

(11.0)

(1.9)

60

70

80

90

100

110

120

FY19 Inventory

Procurement efficiencies &

inventory reduction

Aged Stock reduction

FY20 Inventory

$M

FY19:FY20 Inventory

CAPITAL EXPENDITURE
•FY20 capex of $7.6m (FY19:$7.2m).

•Capital spend remains in line with D&A.

•Priority capital allocation to projects

supporting digital and business

improvement/growth.

•Funded through operating cash flow.

•FY21 capex expected to align with D&A.

Digital Spend Projects in FY20:

•Customer Portal and customer

segmentation strategy

•Barcode Scanning

•Traceability

14

Prudent management of capital expenditure with increased allocation to Digital and Growth

projects

0

10

20

30

40

50

FY16FY17FY18FY19FY20

$M

CAPITAL INVESTMENT

SoftwarePlant & Equipment

Land & BuildingAcquisitions

Depreciation and amortisation

FY20 Breakdown:

•Digital 47%

•Maintenance 34%

•Growth 18%

BALANCE SHEET
•Working capital improvements strengthening cash

flows.

•Reduction in inventory to $101.1m.

•Net cash position of $7.4m as at 30 June 2020.

•Paid down $14m in borrowings in FY20.

•Bank covenant waivers and revised covenants

agreed for FY21.

Dividend

•Cancellation of interim dividend due to COVID-19.

•Prudent approach due to uncertain outlook

•In line with policy, no final dividend declared for

FY20.

$mFY20FY19

Trade and other receivables92.799.9

Inventories101.1114.0

Trade and other payables*(58.9)(45.6)

Working Capital134.9168.3

Cash and cash equivalents17.49.0

Borrowings(10.0)(24.0)

Net Cash/(Debt) 7.4(15.0)

15

Tight control over balance sheet, with substantial bank funding lines secured

*FY20 includes finance lease liabilities of $12.6m recognised under NZ

IFRS 16 Lease

DIVISION
REVIEW

OUR BUSINESS -DIVISIONS
DISTRIBUTION

Products sourced from preferred steel mills and

distributed through our national network

INFRASTRUCTURE

Products processed before sale, typically on a contract or

project basis, including onsite installation services

STEEL

STAINLESS STEEL

PIPING SYSTEMS

CHAIN & RIGGING

RURAL PRODUCTS

FASTENINGS

CFDL

ROOFING

COIL PROCESSING

PURLINS

COMFLOR®

Composite Floor Decks Ltd.

REINFORCING

Roll

-

forming

REO / CFDL

17

Both divisions significantly impacted by COVID
shutdown

Distribution

•Improvements from Strive initiatives with

targeted initiatives lowering cost to serve

•Impacted by contraction in stainless market

and softening of vertical construction market

•Growing revenues and margins pre-COVID

Infrastructure

•Significant impact from the softening in vertical

construction

•Solid pipeline of infrastructure and civil work

•Continued to win key project work

FY20 DIVISIONAL PERFORMANCE

18

Distribution

FY20FY19

$m

Revenue248.0287.7

Normalised EBIT(0.2)2.9

Normalised EBIT Pre-NZIFRS 16(3.4)2.9

EBIT (29.9)2.9

Infrastructure

FY20FY19

$m

Revenue170.0209.4

Normalised EBIT0.511.9

Normalised EBIT Pre-NZIFRS 16(1.8)11.9

EBIT (26.1)11.9

See slides 29 and 30for definitions of financial terms and reconciliation of normalisedresults.

MOVING
FORWARD

IT’S GAME ON

Late-2017: Embarked on an extensive company-wide reset to drive long-term sustainable
earnings improvement and rebuild shareholder value. Foundation now laid and moving

forward.

FY17 TO FY20 STRATEGIC PROGRESS

20

FY18FY19FY20FY21 to FY23

JOURNEY TO REFRESHED

BOARD, STRATEGY & LEADERSHIP

Moving Forward:

Steel & Tube leadership in the

sector and the preferred

choice for steel products and

solutions across the country

PROJECT STRIVE:

CHANGE PROGRAMME,

OPERATIONAL RESET

EXTENSIVE

ORGANISATIONAL

REVIEW

2H17

January to June

STRENGTHENED FOUNDATION,

CONTINUAL IMPROVEMENT

STRATEGIC PILLARS
21

COMMITMENT TO QUALITY,

HEALTH AND SAFETY

▪Safe and healthy work

environment

▪Quality processes

▪Quality products

▪Continual improvement

▪Focus on sustainability

PUTTING THE CUSTOMER AT THE

HEART OF OUR BUSINESS

▪Products and services to meet

customers’ needs

▪Leverage our technical expertise

▪Delivery on time and on spec

OPERATIONAL AND SUPPLY CHAIN

EXCELLENCE

▪Leverage our procurement and

supply chain scale

▪Excellent inventory management

▪Employ data analytics to better

service customers

▪Drive efficiencies

SUPPORTING A WINNING TEAM

▪Develop leaders

▪Everyone matters

▪Recognise personal and team

contributions

▪Provide a rewarding workplace

Our four pillars are fundamental for our business and underpin all that we do.

MOVING FORWARD
22

OUR PURPOSE:

To make life easier for our customers needing

steel product and service solutions.

OUR VISION:

To provide unparalleled customer service and

experience.

OUR GOAL:

To position Steel & Tube as the best in the

sector, the preferred choice for steel products

and solutions and a trusted partner for our

customers.

OUR STRATEGIC PATHWAYS
23

MAKING IT EASYDelivering the information, expertise, purchasing options and communication

channels that make it easy for our customers

FULL SERVICE

PROVIDER

Leveraging our breadth of expertise, quality products and strong brands to deliver

a ‘ground up’ solution for our customers.

BETTER WAYS OF

WORKING

Continually improving to ensure an efficient and effective operational platform,

with strong operational discipline and excellent customer service

INNOVATION AND

DIGITISATION

Embracing new technology and continually innovating to deliver on our customer

and partner strategies –and drive greater efficiency in our business.

ONE TEAMAligning our staff and our businesses behind a common purpose, investing in staff

development, recognising and growing their talents and contributions and

empowering them to add more customer value

SECTOR OUTLOOK
24

Construction

•Residential near-term demand strong, supported by tight supply, low mortgage

rates, and strong first home and returning expat buyer interest.

•Non-residential demand remains soft with many projects being delayed. Residential

and business investment expected to contract as pipelineand confidence thins.

Infrastructure

•Large infrastructure projects ongoing and promising pipeline with “shovel ready”

projects.

•Government $3b increased funding of infrastructure projects on top of $12b

increase announced in January, noting uncertainty of timing at this stage.

Manufacturing

•Food manufacturers and agriculture sectors are expected to fair better as

necessities are in high demand locally and abroad.

•NZ’s focus on more resilient local supply chains and increased domestic

manufacturing may help offset some of the export led decline.

Rural

•Changing dynamics with move from dairy conversion to maintenance programmes

and other opportunities.

FY21 OUTLOOK
•Post Level 4 shutdown, structural changes embedded.

•Trading in Q1 FY21 has been stronger than anticipated to date.

•Moving ahead with clear strategic plan for next three years.

•Continue to take actions to streamline the business operating model.

•Well positioned with a strong balance sheet and leaner cost structure.

•Accelerating investment in digital technology providing a critical platform to ensure ease of

doing business for our customers.

•Cautious approach to future economic environment, careful business stewardship required.

•No guidance for FY21 due to uncertain impacts of COVID-19 on trading.

Sector leadership as the preferred choice for steel products and solutions and a trusted partner

for our customers

QUESTIONS

DEVELOPING A SUSTAINABLE BUSINESS
We believe in a sustainable business, which is committed to creating value for our customers,

employees, shareholders and communities

27

COMMITMENT TO SAFETY & QUALITY

•Occupational Health & Safety

•High quality products and services

CUSTOMER AT THE HEART OF THE BUSINESS

•Customer satisfaction

•Product life cycle performance

OPERATIONAL & SUPPLY CHAIN EXCELLENCE

•Financial performance and governance

•Material efficiency and recycling

•Energy and carbon

SUPPORTING A WINNING TEAM

•Talent attraction and retention

•People development and labour practices

•Culture of wellbeing

NZ IFRS 16 EFFECTIVE 1 JULY 2019
•Removes the distinction between operating

and finance leases, with all leases now on

balance sheet

•Results in a shift of operating lease costs,

currently reported within other operating

expenses, to interest and depreciation

•Impact on cash flows and net earnings over

the lease term remains the same, however

interest expense is higher in the earlier

years of the lease and lower in later years

•Resulted in the recognition of “right of use”

assets of $105m and lease liabilities of

$121m upon adoption at 1 July 2019

•FY20 resulted in an increase to reported

EBIT of $1.3m and a decrease to reported

NPAT of $2.8m

28

0

100,000

200,000

300,000

400,000

AssetsLiabilities

$000’s

BALANCE SHEET

AS AT 30 JUNE 2020

Before IFRS 16IFRS 16 Adjustment

(7,500)

(5,000)

(2,500)

0

2,500

Normalised EBIT

$000’s

PROFIT & LOSS

AS AT 30 JUNE 20

Before IFRS 16After IFRS 16 Adjustment

NON-GAAP FINANCIAL INFORMATION
Non-GAAP financial information: Steel & Tube uses several non-

GAAP measures when discussing financial performance. These

include NormalisedEBIT and Working Capital. Management

believes that these measures provide useful information on the

underlying performance of Steel & Tube’s business. They may be

used internally to evaluate performance, analysetrends and

allocate resources. Non-GAAP financial measures should not be

viewed in isolation nor considered as a substitute for measures

reported in accordance with NZ IFRS.

Non-trading adjustments/Unusual transactions: The financial

results for FY20 include a number of transactions, considered to be

non-trading in either their nature or size. Unusual transactions can

be as a result of specific events or circumstances or major

acquisitions, disposals or divestments that are not expected to

occur frequently. Excluding these transactions from normalised

earnings can assist users in forming a view of the underlying

performance of the Group. The following reconciliation is intended

to assist readers to understand how the earnings reported in the

Financial Statements for the years ended 30 June 2019 and 30 June

2020 reconcile to normalisedearnings. Non-trading adjustments of

$58.1 million are included in the FY20 results.

29

RECONCILIATION OF GAAP TO NON GAAP MEASURES

Year ended 30 June 20

$000s

FY20FY19

GAAP: Earnings/Loss before interest and tax (EBIT)(57,694)16,795

Add back unusual transactions/non-trading adjustments:

Goodwill impairment

37,071

-

Intangible Asset impairment

9,000

-

Right of Use Lease Asset impairment

4,298

-

Business restructuring costs

3,449

-

Site rationalisation execution costs

2,011

-

Property, Plant and Equipment Impairment

1,508

-

Holiday Pay provision

750

-

S & T Plastics EBIT (no longer contributing to trading EBIT)-(773)

NormalisedEBIT post NZ IFRS 1639316,022

Impact of NZ IFRS 16(5,638)-

Normalised EBIT pre NZ IFRS 16(5,245)16,022

GLOSSARY OF TERMS
COVID-19: The Group’s financial results for FY20 have been impacted by the alert level 4 shutdown and progressive return to work due

to the pandemic. The Group has identified certain impairments, restructuring and site rationalisationcosts that have arisen as a result of

the strategic actions in response to COVID-19 (including the forecast economic recession) and that give rise to costs that wouldnot

otherwise have been incurred, as non-trading items in the FY20 results. The impact of lost revenues and Government wage subsidyare

included in the Group’s trading results for FY20.

EBIT: Earnings / (Loss) before the deduction of interest and tax. This is calculated as profit for the year before net interest costs and tax.

FY20 EBIT was impacted by a number of non-trading adjustments totalling$(58.1) million, as shown in the table above.

Normalised EBIT: This means EBIT excluding non-trading adjustments and unusual transactions.

NZIFRS 16 Leases: On 1 July 2019, the Group adopted NZIFRS 16 Leases accounting standard. This has resulted in the reclassification of

operating lease expenditure to a combination of depreciation and financing costs. FY19 financial results have not been restatedfor the

impact of this new standard and hence Management have provided both post and pre NZIFRS 16 results for FY20 to help with

comparison of the results to FY19.

Working Capital: This means the net position after Current liabilities are deducted from Current assets. The major individual components

of Working capital for the Group are Inventories, Trade and other receivables and Trade and other payables. How the Group manages

these has an impact on operating cash flow and borrowings.

30

This presentation has been prepared by Steel & Tube Limited (“STU”).The information in this presentation is of a general nature only. It is not
a complete description of STU.

This presentation is not a recommendation or offer of financial products for subscription, purchase or sale, or an invitationorsolicitation for

such offers.

This presentation is not intended as investment, financial or other advice and must not be relied on by any prospective investor.It does not

take into account any particular prospective investor’s objectives, financial situation, circumstances or needs, and does notpurport to contain

all the information that a prospective investor may require. Any person who is considering an investment in STU securities should obtain

independent professional advice prior to making an investment decision, and should make any investment decision having regardtothat

person’s own objectives, financial situation, circumstances and needs.

Past performance information contained in this presentation should not be relied upon (and is not) an indication of future performance.This

presentation may also contain forward looking statements with respect to the financial condition, results of operations and business, and

business strategy of STU. Information about the future, by its nature, involves inherent risks and uncertainties. Accordingly, nothing in this

presentation is a promise or representation as to the future or a promise or representation that an transaction or outcome referred to in this

presentation will proceed or occur on the basis described in this presentation. Statements or assumptions in this presentation as to future

matters may prove to be incorrect.

A number of financial measures are used in this presentation and should not be considered in isolation from, or as a substitutefor, the

information provided in STU’s financial statements available at www.steelandtube.co.nz.

STU and its related companies and their respective directors, employees and representatives make no representation or warranty of any

nature (including as to accuracy or completeness) in respect of this presentation and will have no liability (including for negligence) for any

errors in or omissions from, or for any loss (whether foreseeable or not) arising in connection with the use of or reliance on, information in this

presentation.

DISCLAIMER

31

---

Dear Shareholder
We are pleased to advise that the Steel & Tube Holdings Limited Annual Report for the year ended 30 June 2020 is now

available to view on our website https://steelandtube.co.nz/investor/reports.

The FY20 year presented significant challenges and demonstrated the resilience of our people and company in the face

of both market adversity and the COVID-19 pandemic. While a slowdown was being seen in some sectors prior to the

level 4 lockdown, this was accelerated further in the second half of the financial year as the pandemic took hold, and we

rapidly moved to adapt our organisation for a new environment.

This was reflected in our results, with reduced sales revenues and earnings, restructuring costs and an increase in

doubtful debt provisioning as well as non-cash impairments and write-downs impacting on our bottom line. Pleasingly

however, our operating cashflows and balance sheet remain strong, with borrowings reduced.

Importantly, the work we have done over the past two years as part of our Strive programme is now demonstrating its

value. We have a stronger financial platform, a more efficient and leaner business and are leading the steel industry in

digitisation and technology.

While economic forecasts for the various sectors are mixed, all indicators currently suggest there will be a decline in

economic activity overall. We are continuing to adapt our business to ensure we are best positioned to not only survive

but to strengthen our competitive position over this time. Our strong balance sheet will stand us in good stead during

this period and our strategy sets out a pathway that builds on our competitive advantage.

Customers will continue to need a trusted supplier and partner to deliver steel solutions which meet their needs.

Our geographic sales strength, improved customer service functions, accelerated investment in digital capabilities

and ecommerce options for customers are a key source of competitive advantage for our company. In addition, the

Government is investing in infrastructure and we have the expertise and the proven experience to deliver steel solutions

on these large scale projects.

We are positioning our company to be customer focused and sales led, with a lot of our recent efforts focused around

marketing, establishing a centralised customer excellence centre, sales training and utilising technology to make it

easier for our customers to do business with us.

With the start of the FY21 financial year, we have put in place a clear strategy to guide our actions. Our vision is a

successful company delivering an acceptable return to its shareholders, seen as the leader in the sector, the preferred

choice for steel products and solutions and a trusted partner for our customers. We aspire to sector leading employee

engagement and to offer a rewarding place to work. Innovation and digitisation are key enablers to help us achieve

our goals.

Of disappointment to both the Board and shareholders, is Steel & Tube’s share price. We recognise we need to deliver

improved financial performance and we are committed to doing so.

We are conscious that, like most other businesses in this post-COVID environment, there will still be challenges on the

road ahead. However, we believe Steel & Tube is well positioned to weather a range of forecast economic scenarios and,

importantly, to take advantage of the opportunities ahead of us.

Thank you for your continued support.

Susan Paterson Mark Malpass

Chair Chief Executive Officer

FY20 AT A GLANCE
FY20 SHAPSHOT

Normalised measures exclude non-trading adjustments

1


1

Normalised EBIT excludes non-trading adjustments of $58.1M, which includes non-cash goodwill impairment and other write-downs due to

acceleration of branch network changes, business restructuring and digitisation and the impact of COVID-19.

TRADING ENVIRONMENT

Softening vertical construction sector and stainless

sector activity, further impacted by COVID-19.

COVID-19

Impact of COVID-19 in the second half of FY20, with

sales down approximately 50% in March and April 2020

compared to prior comparative period (pcp). Post-

lockdown, trading was better than initially anticipated,

albeit with a greater mix of lower margin product, but

was not enough to offset the impact.

ONGOING INVESTMENT INTO DIGITAL

TECHNOLOGIES

Development of a range of customer engagement

technologies including chatbot, webshop and

ecommerce platform; and investment into digitisation

of workflow processes.

REALIGNED ORGANISATION

AROUND THE CUSTOMER

New segmentation tools including account

management structure and a centralised customer

experience centre. Delivered an improving customer

satisfaction score.

ORGANISATION OPTIMISATION

Reduced network to 28 locations, with headcount

reduction of up to 200 people to be completed in 1H21.

INCREASED COST EFFICIENCIES

Improved freight, procurement and direct labour

efficiencies resulting in lower costs to serve customers.

BENEFITS FROM DISCIPLINED

INVENTORY MANAGEMENT

Increasing levels of core stock availability and reduction

in the number of inventory items, with inventory down

to $101m as at year-end and product SKUs reduced by

one-third.

PRUDENT CAPITAL MANAGEMENT

Strong operating cashflows of $39.6m (pre-NZ IFRS16

$26.6m) with net cash at year-end of $7.4m. Agreed

covenant waivers and revised covenants for FY21, which

the company expects to comfortably meet.

SECURED SIGNIFICANT AMOUNT OF

NEW WORK

Major projects and longer term contracts from new and

existing customers.

CONTINUED FOCUS ON QUALITY,

HEALTH & SAFETY

Ongoing audit, testing and certification programme

implemented.

OUTLOOK

Cautious outlook with future economic environment

remaining uncertain and customer activity expected

to be constrained in a number of sectors, leading to

reduced revenues in FY21 and no final dividend for

FY20. Steel & Tube is well positioned to benefit from

Government investment in infrastructure and any

market uplift.

Revenue$417.9M

Earnings Before Interest And Tax ((EBIT)$(57.7)m

Normalised EBIT Excluding Non-Trading Adjustments

1

$0.4M | $(5.2)M pre-NZ IFRS16

Net Loss After Tax$(60.0)M

Operating Cash Flow$39.6M | $26.6M pre-NZ IFRS16

Borrowings$10.0M

Net Cash On Hand$ 7.4 M

7 Bruce Roderick Drive, East Tamaki, Auckland 2013, New Zealand

PO Box 58880, Botany, Auckland 2163, New Zealand. Ph: +64 4 570 5000 Fax:+64 4 570 2453

Email: info@steelandtube.co.nz Website: www.steelandtube.co.nz

---

STEEL & TUBE HOLDINGS LIMITED
2020

ANNUAL

REPORT

GAME ON.
From the floor under your feet, to the roof over your

head, and the nuts and bolts in between – we have

been involved in building New Zealand from the

ground up since 1953.

We are a proud New Zealand

company, locally owned by everyday

New Zealanders, and staffed with

passionate people who really care for

our customers and all we stand for.

Our team are the steel backbone

of our company. Passionate,

innovative, capable and proud


of what we do. We have expertise

right across the steel industry –

and thrive on helping our customers

to create better projects and build

better outcomes.

Like the rest of the country we have

been through the wringer in the

last six months as we have faced the

challenge of COVID-19 together.

But we have worked hard to come

out better positioned to create a

positive future.

Under our Project Strive programme,

we have created a stronger business.

Having laid the foundation, we are

now moving forward with a clear

strategy focused on making it easier

and more efficient for our customers

to do business with us, and driving

better performance from our assets

across the country.

We have strong governance, are

on a sound financial footing, have

an increasingly efficient business

model with stronger operational

disciplines, and a committed team

of people. We believe that we are

stronger when we work together

with our team, our customers, our

brands and our businesses.

On behalf of the Board and

Management, we are pleased to

present to you the Annual Report


for the 12 months ended 30 June 2020.

Mark Malpass

Chief Executive Officer

Susan Paterson

Chair

27 August 2020

STEEL & TUBE ANNUAL REPORT 2020

FY20 AT A GLANCE02
OUR RESPONSE TO COVID-1904

CEO AND CHAIR REVIEW06

OUR BUSINESS DIVISIONS10

LOOKING BACK16

MOVING FORWARD17

OUR STRATEGY18

WH AT M AT TE R S20

LEADERSHIP TEAM28

OUR BOARD30

FY20 FINANCIAL MEASURES EXPLAINED32

FIVE YEAR FINANCIAL PERFORMANCE34

FINANCIAL REVIEW35

FINANCIAL STATEMENTS36

INDEPENDENT AUDITOR'S REPORT84

GOVERNANCE92

DIRECTORY108

CONTENTS

01

TRADING
ENVIRONMENT

Softening vertical construction sector and stainless

sector activity, further impacted by COVID-19.

COVID -19

Impact of COVID-19 in the second half of FY20, with

sales down approximately 50% in March and April

2020 compared to prior comparative period (pcp).

Post-lockdown, trading was better than initially

anticipated, albeit with a greater mix of lower margin

product, but was not enough to offset the impact.

ONGOING

INVESTMENT

INTO DIGITAL

TECHNOLOGIES

Development of a range of customer engagement

technologies including chatbot, webshop and

ecommerce platform; and investment into

digitisation of workflow processes.

REALIGNED

ORGANISATION

AROUND THE

CUSTOMER

New segmentation tools including account

management structure and a centralised customer

experience centre. Delivered an improving

customer satisfaction score.

ORGANISATION

OPTIMISATION

Reduced network to 28 locations, with

headcount reduction of 150 to 200 people

to be completed in 1H21.

INCREASED COST

EFFICIENCIES

Improved freight, procurement and direct

labour efficiencies resulting in lower costs to

serve customers.

BENEFITS FROM

DISCIPLINED

INVENTORY

MANAGEMENT

Increasing levels of core stock availability and

reduction in the number of inventory items,

with inventory down to $101m as at year-end and

product SKUs reduced by one-third.

PRUDENT CAPITAL

MANAGEMENT

Strong operating cashflows of $39.6m (pre-NZ

IFRS16 $26.6m) with net cash at year-end of $7.4m.


Agreed covenant waivers and revised covenants

for FY21, which the company expects to

comfortably meet.

SECURED SIGNIFICANT

AMOUNT OF

NEW WORK

Major projects and longer term contracts from new

and existing customers.

CONTINUED

FOCUS ON

QUALITY, HEALTH

& SAFETY

Ongoing audit, testing and certification

programme implemented.

FY20 AT A GLANCE

OUTLOOK

Cautious outlook with future economic environment remaining uncertain and customer

activity expected to be constrained in a number of sectors, leading to reduced revenues

in FY21. In line with policy no final dividend has been declared for FY20. Steel & Tube

is well positioned to benefit from Government investment in infrastructure and any

market uplift.

02

STEEL & TUBE ANNUAL REPORT 2020

FY20 SNAPSHOT
Normalised measures exclude non-trading adjustments

1


Revenue$417.9M

Earnings Before Interest And Tax (EBIT) $ ( 5 7. 7 ) m

Normalised EBIT Excluding Non-Trading Adjustments

1

$0.4M | $(5.2)M pre-NZ IFRS16

Net Loss After Tax$ (60.0)M

Operating Cash Flow$39.6M | $26.6M pre-NZ IFRS16

Borrowings$10.0M

Cash On Hand$ 1 7. 4 M



1

1

2

1

2

1

3

7

3

2

2

2

1

28916

7. 3

2271

OUT OF 10 EMPLOYEE

ENGAGEMENT SCORE,

IN LINE WITH INDUSTRY

BENCHMARK

PRODUCT SKUS

TCO2E

3


GREENHOUSE


GAS EMISSIONS

BRANCHES

ACROSS

NEW ZEALAND

DOWN FROM 50 IN

2017 WHILST RETAINING

SALES PRESENCE AND SERVICE

45,000

STA F F

ACROSS OUR

ORGANISATION

SAFETY

TRIFR

2

4.86

1

Normalised EBIT excludes non-trading adjustments of $58.1M, which includes non-cash goodwill impairment and other write-downs due to

acceleration of branch network changes, business and the impact of COVID-19. Further details on non-trading items are included on pages 32 and 33

of this report.

2

Total Employee Recordable Injury Frequency Rate.

3

Tonnes of carbon dioxide equivalent as calculated by an independent third party.

03

The COVID-19 pandemic escalated in New Zealand in late March 2020, culminating
in a four-week lockdown period and then a staged re-opening in late April and May

2020. Management contingency planning commenced in March, with management

plans developed based on a range of scenarios from worst to best case.

The priority was to protect the health

& safety of our workers, and we rapidly

deployed working from home, social

distancing and safe trading protocols.

Our COVID-19 policies and protocols

were widely recognised and, following

requests, we shared these with

customers, suppliers and partners.

Along with daily Crisis Management

Team meetings, we communicated

with our teams through daily group-

wide emails from the CEO and regular

virtual team meetings, with our

approach ranked highly by staff in

our recent Employee Engagement

survey. While some staff, particularly

senior management, were busy during

the lockdown, other employees

were kept engaged with training and

other programmes. Board meetings

were held weekly and Management

utilised the lockdown period as an

opportunity to significantly advance

strategic work such as resizing of the

network.

Cash management was and

remains key, and action was taken

to further reduce our cost base,

including accelerating a resizing

of the organisation, reducing

capital expenditure, stopping all

non-essential spend and reducing

remuneration for the Board and senior

leadership team. We received wage

subsidy support of $6.6m from the

Government, which we passed on in

full to our employees, in accordance

with the Scheme. In addition, Board

and Management agreed that no short

term incentives would be paid for the

FY20 year regardless of performance

achievements. To ensure liquidity and

access to funding if needed through

this period, we negotiated waivers and

revised bank covenants for FY21 with

our banking partners.

In line with Steel & Tube’s focus

on digitisation, we worked with

technology company RFIDER to

create a system allowing for contact

tracing, recording health status and

providing streamlined access to sites.

Using a smartphone, staff and visitors

to a site could easily sign in/out and

provide relevant information without

any physical contact, long queues or

significant disruption. The solution was

deployed rapidly across Steel & Tube’s

network and was fully operational in

two days. Steel & Tube was one of the

first businesses in New Zealand to

introduce these robust measures and

a digital solution.

We would like to acknowledge and

thank our staff, suppliers, customers,

shareholders and other stakeholders

for their support during this period.

While our trading has been significantly

impacted by COVID-19, we have

emerged with a strong balance sheet

and a leaner and more cost effective

organisation structure. We were seeing

a good recovery in trading prior to

the latest COVID-19 restrictions across

New Zealand, with trading in June

and July stronger than we initially

anticipated. This was, in part, due

to pent up demand, however, we

have also seen some positive signs

of economic activity with a number

of new projects and longer term

contracts.

OUR RESPONSE

TO COVID -19

04

STEEL & TUBE ANNUAL REPORT 2020

OUR RESPONSE TO COVID-19

Contingency planning and precautionary

measures including development of contactless

tracing system that was shared within the

industry and with customers


Rapid deployment of working from home, social

distancing and safe trading protocols.


Priority on health & safety of staff and

customers.


During L4 lockdown, all sites closed except

where needed to supply essential services


Customers supported online and through safe

business trading


Prudent approach to capital management –

cancellation of FY20 dividend payments.


Received Government wage subsidy assistance

of $6.6m.


Reduction in Board and senior management

remuneration.


All non-essential capital and operating spend

cancemanagement Focus on cash generation.


Accelerated organisation restructure to right

size the business for the expected downturn in

economic activity

OUR RESPONSE

TO COVID -19

OUR RESPONSE TO COVID-19


Contingency planning and precautionary

measures including development of

contactless tracing system that was shared

within the industry and with customers


Rapid deployment of working from home,

social distancing and safe trading protocols


Priority on health & safety of staff and

customers


During L4 lockdown, all sites closed except

where needed to supply essential services


Customers supported online and through

safe business trading


Prudent approach to capital management –

cancellation of FY20 dividend payments


Received Government wage subsidy

assistance of $6.6m


Reduction in Board, senior management

and employee remuneration


All non-essential capital and operating

spend deferred. Focus on cash

management


Accelerated organisation restructure to

right size the business for the expected

downturn in economic activity

05

CHAIR AND
CEO’S REVIEW

06

STEEL & TUBE ANNUAL REPORT 2020

The FY20 year presented significant challenges and demonstrated the resilience of our
people and company in the face of both market adversity and the COVID-19 pandemic.

While a slowdown was being seen in some sectors prior to the level 4 lockdown, this

was accelerated further in the second half of the financial year as the pandemic took

hold, and we rapidly moved to adapt our organisation for a new environment.

Importantly, the work we have done

over the past two years as part

of our Strive programme is now

demonstrating its value. We have a

stronger financial platform, a more

efficient and leaner business and

are leading the steel industry in

digitisation and technology.

While economic forecasts for

the various sectors are mixed, all

indicators currently suggest there

will be a decline in economic activity

overall. We are continuing to adapt

our business to ensure we are best

positioned to not only survive but to

strengthen our competitive position

over this time.

To ensure our business is fit

for purpose, we accelerated an

organisational restructure including

branch consolidations. This had

the aim of maintaining local sales

presence and service while creating

a leaner business. In line with this,

we resized our workforce, requiring

some difficult decisions to let go of

a number of our team. These people

were valued employees and we are

doing all that we can to support

them through these changes. We

expect these changes to result in a

permanent reduction of 150 to 200

people (20% of our workforce) with

about 50% having already left the

organisation and the balance to leave

during the first half of FY21.

A key learning for many of us has been

the need to be flexible and adaptive.

We demonstrated this ability as we

quickly moved to working from home,

social distancing and safe trading

during the COVID-19 restrictions.


Since then, we have retained this

mindset and we continue to move

quickly to try out new ideas and

innovate, such as our chatbot, Stanley,

and online customer portal.

Customers will continue to need

a trusted supplier and partner to

deliver steel solutions which meet

their needs. Our geographic sales

strength, improved customer service

functions, accelerated investment in

digital capabilities and ecommerce

options for customers are a key

source of competitive advantage

for our company. In addition,

the Government is investing in

infrastructure and we have the

expertise and the proven experience

to deliver steel solutions on these

large scale projects.

We are positioning our company to be

customer focused and sales led, with

a lot of our recent efforts focused

around marketing, establishing a

centralised customer excellence

centre, sales training and utilising

technology to make it easier for our

customers to do business with us. We

are carefully measuring the impact

of these initiatives on customer

satisfaction goals and the success

rates of new projects and contracts

being won.

With the start of the FY21 financial

year, we have put in place a clear

strategy to guide our actions going

forward. This is detailed on pages

18 and 19 of this report. Our vision is

a successful company delivering an

acceptable return to its shareholders,

seen as the best in the sector, the

preferred choice for steel products

and solutions and a trusted partner

for our customers. We aspire to sector

leading employee engagement and

to offer a rewarding place to work.

However, we are conscious that, like

most other businesses in this post-

COVID environment, there will still be

challenges on the road ahead.

We continue to build on the good

work that has been done to create


a strong organisational platform.

Cost efficiencies, inventory

management and working capital

disciplines remain a priority.

Innovation and digitisation are key

enablers to help us achieve our

goals. This has been an important

area of investment over the last 12 to

18 months and we have accelerated

our plans to create a digitally smart

and efficient business as part of our

business strategy.

Finally, we continue to invest in

our staff, to develop their talents,

recognise their efforts and

contributions, celebrate and support

diversity, encourage flexibility and

empower them to add more customer

value. We have also continued

to support our communities,

with scholarships and mentoring

programmes that support people's

ambitions.

07

FY20 FINANCIAL
RESULTS

The COVID-19 pandemic had a

significant impact on FY20 results

and accelerated an already softening

trading environment. The level 4

lockdown and progressive return

to business occurred during a

traditionally high earning period for

our business, with a significant impact

in April and May. Post lockdown, sales

recovered through May, and in June

were in line with the prior year.

This followed on from a challenging

first half year, with adverse market

conditions, in particular reduced

vertical construction work and

a contraction in the stainless

steel market, impacting on sales

revenue and volumes. A number of

restructuring costs were incurred in

both the first and second half years, as

well as doubtful debt provisioning and

write offs.

Consequently, our results for FY20

are disappointing with the significant

structural improvements made

to the business offset by reduced

revenue and earnings, as well as non-

cash impairments and write-downs

impacting on our bottom line.

As required by accounting standards,

we test goodwill and asset values on

an annual basis and, where required,

reduce (“impair”) the carrying

values of those assets. This is a non-

cash adjustment. In addition to the

impairment recognised in the first half

of the year, the Board has concluded

further impairments are required due

to the acceleration of branch network

changes and digital investment in

response to the forecast economic

recession.

We have written down the book

value of some assets, including right-

of-use lease assets and property,

plant and equipment on sites the

business has chosen to consolidate

or exit, and the investment in the

AX enterprise software platform.

Whilst the AX platform remains a

core business tool that underpins our

digital strategies, as the business has

accelerated investment in new digital

initiatives and technologies, this is

making some of the AX functionality

obsolete. Our ongoing investment

in digital initiatives is expected to be

a key contributor to improving the

financial performance of the business

through reduced cost to serve and

ease for customers ordering outside

of business hours.

Despite the difficulties faced in the

second half, Steel & Tube’s balance

sheet is strong, with net cash of $7.4m

as at 30 June 2020. We delivered

robust operating cashflows of $39.6m

(pre-NZ IFRS16 $26.6m) for the year

ended 30 June 2020 and reduced

borrowings to $10m. Post-balance

date, we completed the sale of a

surplus Gisborne property with net

proceeds of $1.4m to be applied to

further reducing borrowings.

Pleasingly, this balance sheet strength,

reflecting working capital and capital

management discipline, means

we are now well positioned in the

marketplace. Given the uncertainty

and volatility of the COVID-19

environment, preservation of cash

is essential and the Board made

the difficult decisions to cancel the

interim dividend and not declare a

final dividend.

Our margins were showing

improvement pre-COVID-19 and

whilst post-COVID they have been

lower, our priority remains to grow

margins as quickly as possible.

Our strategic focus on a leaner

organisational structure and digital

investment will help in this area.

Operating costs have been held flat

versus prior year in real terms. The

business absorbed an increase in IT

and Digital costs of $1.1m to support

improved service delivery, and

also a significant $2.7m increase in

provisions for bad and doubtful debts.

These increases were mostly offset by

a $0.7m reduction in employee costs

and other efficiencies of $2.2m.

A snapshot of the financial results

is provided on page 3 with further

commentary on our financial

measures on pages 32 and 33 and

in the FY20 financial statements.

Additional information on our FY20

performance has also been provided

in the Results Presentation which was

provided to the NZX.

While our headline result was not as

we would have liked, we are satisfied

at how our company and our people

have come through this challenging

period.

We remain proud of our people and

their diligence and efforts over the

past year, with many coping with the

personal challenges of COVID-19 while

continuing to give 100% to their roles

within our company.

08

STEEL & TUBE ANNUAL REPORT 2020

DIVISION
REVIEW

Our organisation is structured into

two divisions, with strong brands

and businesses in each. We have a

wide reach across the country and

touch all of New Zealand, supporting

everyone from local builders to the

largest infrastructure providers. We

provide a wide range of products and

bring together a nationwide team

with a depth of experience and broad

capability under one roof.

In Distribution, products are sourced

from preferred steel mills and

distributed through our national

network of branches. This is a lower

margin and higher volume business

and has been significantly impacted

by the market segment contraction

and pricing pressure over the past

two years. Pleasingly, Project Strive

initiatives have seen improvements

being made, with firming market

share, and growing revenues and

margins pre-COVID, as well as a

reducing cost base.

In Infrastructure we have continued

to win key project work with our

quality and service offering. Our

metal decking team, supported by our

market leading ComFlor products, has

a strong market offering, albeit the

softening in vertical construction has

impacted on revenues in FY20. Our

Roll Forming business is a key supplier

of roofing products and has recently

won long term supply contracts with

Kainga Ora. Our reinforcing business

also continues to build a solid pipeline

of infrastructure and civil work.

Both divisions are recovering well and

were back to near-normal levels in the

month of June with a solid pipeline of

work expected for Q1 FY21.

Further detail on operational

performance is provided in the Division

Review section on pages 10 to 15.

OUTLOOK

The economic environment remains

uncertain with the continuing

slowdown in some areas such as

commercial and residential housing,

pre-election uncertainty, and reduced

business confidence post-COVID.

While trading has been solid for us in

June and July, we expect there will

be some deterioration in economic

conditions later in the year and into

2H FY21. The latest restrictions in

Auckland and around New Zealand are

a continuing reminder of the volatility

and unpredictability of the COVID

environment.

With this uncertainty and expectations

of an economic recession, we are

taking a careful and prudent approach

to the management of our business.

Our strong balance sheet will stand us

in good stead during this period and

our strategy sets out a pathway that

builds on our competitive advantage.

Of disappointment to both the

Board and shareholders, is Steel &

Tube’s share price. We recognise

we need to deliver improved

financial performance, which we are

committed to doing.

We start the new financial year with

a strong balance sheet and a leaner

cost structure. Our investment in

digital technology continues and is

supporting our move to a service

model that combines ease of access

and customer service. Steel & Tube

is well positioned to weather a range

of forecast economic scenarios and,

importantly, to take advantage of the

opportunities ahead of us.

We look forward to welcoming

shareholders to our Annual Meeting

in October and updating you on our

progress at that time.

Thank you for your continued

support.

Mark Malpass | Chief Executive Officer

Susan Paterson | Chair

09

DISTRIBUTION
$mFY20FY19

Revenue248.02 8 7. 7

Normalised EBIT

1

(0. 2)2 .9

Normalised EBIT Pre-NZ IFRS16

1

(3 .4)2 .9

EBIT(29.9)2 .9

STAINLESS STEELFASTENINGSRURAL PRODUCTS

CHAIN & RIGGINGPIPING SYSTEMS

STEEL

OUR BUSINESS DIVISIONS

1

Normalised EBIT excludes non-trading adjustments of $29.8M. Further details on

non-trading items are included on pages 32 and 33 of this report.

10

STEEL & TUBE ANNUAL REPORT 2020

In Distribution, products are sourced from preferred, quality audited steel mills
and distributed through our national network of branches. This is a lower margin

and higher volume business and has been significantly impacted by the market

segment contraction and competitive pricing pressure over the past two years.

Project Strive initiatives have delivered

benefits with operating expenses

continuing to decrease, improving

margins, a reduction in other direct

sales costs and improved inventory

management.

Pre-COVID, gross margin was

growing, despite competitive market

conditions. Revenue was significantly

impacted by the COVID-19 shutdown

but was recovering to near-normal

levels by year-end. Whilst sales

recovered post-shutdown, a different

product mix impacted on margins.

The work undertaken around freight

efficiencies has led to improved

freight recoveries and reduced costs,

and more efficient management

of product movement around the

country. Following a tender process,

a new provider of shipping and

international freight services has been

appointed and further efficiencies are

expected to be realised throughout

the FY21 year.

The longer term network optimisation

strategy has been accelerated by


COVID-19, with eight site consolidations

completed during FY20.

These have enabled us to better

integrate our product offerings while

still providing national geographic

coverage to our customers, including

local representation. For example,

a new Fortress fasteners store was

added to the existing East Tamaki site

in response to demand in the East

Auckland fasteners market.

Pleasingly, the focus on customer

service and delivery in full, on

time and in specification (DIFOTIS)

has seen an increase in customer

satisfaction levels. A new customer

experience team has been established

to provide customers with regional

and product specialisation. Alongside

the introduction of new digital

customer portals, this is expected

to provide further improvements in

customer service and improve ease of

access for customers.

$mFY20FY19

Revenue248.02 8 7. 7

Normalised EBIT

1

(0. 2)2 .9

Normalised EBIT Pre-NZ IFRS16

1

(3 .4)2 .9

EBIT(29.9)2 .9

11

INFRASTRUCTURE
OUR BUSINESS DIVISIONS

CFDLPURLINSCOMFLOR

REINFORCINGCOIL PROCESSING

ROOFING

ROLL FORMINGREO/CFDL

$mFY20FY19

Revenue 170.0209.4

Normalised EBIT

1

0.511.9

Normalised EBIT Pre-NZ IFRS16

1

(1.8)11.9

EBIT(26.1)11.9

1

Normalised EBIT excludes non-trading adjustments of $26.5M. Further details on

non-trading items are included on pages 32 and 33 of this report.

12

STEEL & TUBE ANNUAL REPORT 2020

In Infrastructure, products are typically made to order on a project basis and
often include onsite installation services, either performed by us or contractors.

The division comprises two business units – CFDL/REO and Roll Forming.

CFDL/REO

The Infrastructure division is mainly

focused on project work. In FY20, the

division was affected by the softening

in the vertical construction market.

Building and maintaining a pipeline

of future work is important, with

sales activity and successful contract

negotiations sometimes taking

months, if not years. A restructure

during 2020 moved the sales focus

from a local to a national level,

providing greater access to the breadth

of expertise and experience across the

national team. In addition, the CFDL

composite floor decking business and

the Reinforcing (REO) businesses were

bought together to provide customers

with easy access to a multiple product

solution with a single point of contact

for project delivery.

With a strong focus on sales and

providing clients with solutions that

will deliver safety, programme and

cost savings, a significant future

pipeline of work has now been

developed. Many of these new

projects have been secured on the

back of solutions that differentiate

us from our competitors, such as the

ability to supply multiple products and

services, or innovative solutions which

respond to customers’ needs.

A significant operational project

during the year was the consolidation

of all mesh manufacturing into one

location providing product nationally.

This has resulted in increased

production volumes and reduced

costs. Whilst COVID is expected to

lead to a reduction in mesh demand,

we are well positioned to service

the national market, with a flexible

labour force that can now be moved

between reinforcing and mesh

manufacturing as demand dictates.

Composite metal/concrete flooring

systems are well regarded and utilised

in the multi-level construction market.

The decline in the vertical construction

market was felt by CFDL in FY19

and continued into FY20. However,

through the bringing together of the

CFDL and Reinforcing businesses, cost

and operational efficiencies and a

reduction in waste have been realised.

This is a work in progress and in FY21

our focus is on the improvement of

our manufacturing and installation

operations to reduce costs, increase

efficiencies and improve customer

service and ease of access.

$mFY20FY19

Revenue 170.0209.4

Normalised EBIT

1

0.511.9

Normalised EBIT Pre-NZ IFRS16

1

(1.8)11.9

EBIT(26.1)11.9

ROLL FORMING

As with CFDL/REO the focus

for the year was on operational

improvements, with much of this work

completed or near to completion.

Key initiatives were focused on

sales and freight optimisation,

establishment of a new national

organisation structure, and initial

planning for a move to a dedicated

customer experience centre, which

will provide improved services for Roll

Forming customers. These initiatives

will see improvements in all areas

of the business and particularly in

manufacturing and sales.

In FY20 our freight project was

focused on the Auckland/Waikato/

Bay of Plenty triangle and Auckland-

Whangarei routes. Route optimisation

was undertaken and re-tendering

is nearly complete. The benefit of

reduced freight costs will be seen

from FY21 onwards.

Consolidation of coil cut-to-length

operations into Auckland has also

allowed a smooth transition for the

standard sheeting business to be

moved into the Distribution division.

This move has also enabled releasing

of further space for sub-leasing at our

Christchurch property.

A four-year roofing maintenance

contract was secured with Kainga Ora,

commencing on 1 July 2020. A key

factor in the successful win was Steel &

Tube’s online customer portal, which

allows Kainga Ora to easily place their

roofing orders, along with a range

of other functions to meet reporting

requirements.

Sustainable building practices

have also been a focus and the

Roll Forming Roofing business was

recently awarded the Environmental

Choice accreditation for all branches.

This is important for our work with

Kainga Ora and will assist in achieving

Homestar requirements.

13

Steel & Tube was selected by
Southbase Construction as a key

subcontractor on the construction of

Massey University’s new Innovation

Complex, a $120 million state of the

art development, located in the heart

of the Massey campus in Auckland.

The 9,800sqm teaching and research

facility will be home to Massey’s

science, innovation and research

centre and will be a collaborative

working space to connect the

University with industry and the local

community.

Steel & Tube is providing reinforcing

and flooring for the development, with

more than 700 tonnes of reinforcing

and 6,600sqm of Comflor metal

decking. The project commenced in

February 2020 with the pre-fabrication

of steel beams and is expected to be

completed in 2021.

National product and sales manager

for Steel & Tube, Peter Reiber said: “A

key ingredient in securing the contract

with Southbase was our ability to

provide a combined Reinforcing and

ComFlor solution, with a single point

of contact for the overall management

and coordination.”

The Southbase team commented:

“The Massey project brings many

challenges, particularly between

structural steel and concrete.

Together, through good partnering

and planning, Southbase Construction

and Steel & Tube are meeting these

challenges with great success”.

CASE STUDIES

MASSEY UNIVERSITY

INNOVATION COMPLEX

14

STEEL & TUBE ANNUAL REPORT 2020

The attractive wide runs of Steel &
Tube’s commercial roofing profile,

ST963, have also made it a winner with

residential home owners and builders.

One of the largest residential

customers to date has been the

Bullendale Alpine Village at Arthurs

Point in Queenstown. Bullendale is

a master-planned mountain village

currently under development

at the base of Coronet Peak in

Central Otago and offers a range of

architectural designed alpines homes

and apartments. With consent for

88 dwellings, Bullendale has recently

completed its 60th home, with all

roofs utilising Steel & Tubes 963 long

run profile.

Bullendale developer, Shane Fairmaid,

says “What really appealed was the

strong architectural lines offered by

the ST963 product which provided

a robust, strong and cost effective

roofing solution, ideally suited to

withstand Arthurs Point’s unforgiving

alpine weather. We’ve had a lot of

really positive comments regarding

the Bullendale aesthetic and are very

happy with our decision to use Steel &

Tube’s ST963. It’s a great product that

ticks a lot of boxes.”

QUEENSTOWN’S BULLENDALE

ALPINE VILLAGE CHOOSES NEW

STEEL & TUBE ROOFING PROFILE

15

The Strive turnaround programme commenced in FY18, with the
aim to reset our cost base and rebuild our competitive advantage.

At the time Project Strive commenced,

Steel & Tube was at the end of a

programme of business acquisitions

and capital upgrade of facilities

around the country. Debt was high at

$110m and there were historical issues

with inventories and deterioration

of heritage businesses. The

implementation of the new AX ERP

software platform was encountering

serious issues which were impacting

trading. In addition, due to the

changing political environment for

irrigation, the outlook for the Plastics

business was bleak.

Over the past two years, the Board

and Management team have taken

actions to re-set the company

including a $80.9m capital raising

to reduce debt and strengthen

the balance sheet, the exit from

the Plastics business, a reduction

in the property footprint from

50 to 28 facilities, streamlining of

the organisation structure, and

substantially improved working capital

management, quality, health and

safety performance and employee

engagement. Every person in the

company has been focused on

building a stronger company under

our Strive pillars, and significant work

has been achieved.

Steel & Tube is now in a much better

position to weather the COVID-19

environment and take advantage of

opportunities ahead of us. We are

excited about the next phase of our

strategy and where we can take our

company from here.


LOOKING

BACK.

OUR PROGRESS

UNDER PROJECT

STRIVE

KEY INITIATIVES EXECUTED

UNDER PROJECT STRIVE


Group-wide update to ISO 9001: 2015 quality

certification


Independent assessment and audits of steel

mills by Lloyds Register


Traceability enhancements including barcode

scanning


Sales account alignment, management and

sales excellence programme


Product investment growth


Customer loyalty and value growth


Call centre activation


Ecommerce and digital initiatives


Supply chain improvements


Operational excellence and efficiency


Freight efficiencies


Facility footprint consolidation


Employee engagement and development


Providing a rewarding workplace

16

STEEL–&–TUBE ANNUAL REPORT 2020

MOVING
FORWARD.

STRONGER

TOGETHER.

We are moving forward with a clear strategy that will guide our actions

over the next three years. Each of our five pathways focused on an area of

business which is critical to our success and our goal of being a company that

is delivering an acceptable return to its shareholders, is seen as the best in

the sector, the preferred choice for steel products and solutions and a trusted

partner for our customers, as well as a rewarding place to work.

Our customers remain at the

fore of all we do and our focus

is on providing new and better

ways to deliver information,

expertise, purchasing options

and communication channels

that make it easy for them to

do business with us. In line with

this, we will leverage our breadth

of expertise and wide-range of

quality products and strong brands

which meet the needs of our

customers from the ‘ground up’.

Equally important is ensuring we

have an efficient and productive

business that delivers value to all

our stakeholders, including our

shareholders. While a significant

amount of work has been

completed to deliver operational

and supply chain excellence, we

continue to improve operational

disciplines and excellence in

customer service.

Innovation, digitisation and

technology are key enablers for

our strategy and will remain an

important investment area for

us. Our work in this area has

accelerated with the onset of

COVID-19, with a pipeline of future

initiatives underway.

‘Stronger Together’ embodies our

strategy to effectively bring our

staff and business units together

in pursuit of a common purpose –

and aligns our services, expertise

and products to provide the best

possible support to our customers

and partners.

17

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Making it Easy

Delivering the

information, expertise,

purchasing options

and communication

channels that make it

easy for our customers


OUR PURPOSE

To make life easier for our customers needing

steel product and service solutions.


OUR VISION

To provide unparalleled customer service and

experience.


OUR GOAL

To position Steel & Tube as the best in the

sector, the preferred choice for steel products

and solutions and a trusted partner for

our customers

OUR

STRATEGY

18

STEEL & TUBE ANNUAL REPORT 2020

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Full Service

Provider

Leveraging our breadth

of expertise, quality

products and strong

brands to deliver a

‘ground up’ solution for

our customers

Better Ways

of Working

Continually improving

to ensure an efficient

and effective

operational platform,

with strong operational

discipline and excellent

customer service

O n e Te a m

Aligning our staff

and our businesses

behind a common

purpose , investing

in staff development,

recognising and

growing their talents

and contributions and

empowering them to

add more customer

value

Innovation &

Technology

Embracing new

technology and

continually innovating

to deliver on our

customer and partner

strategies – and drive

greater efficiency in our

business

19

At Steel & Tube, we have a commitment to ensuring that we add value for all our
stakeholders, from our shareholders to our staff and the communities we operate

in, as well as reducing the environmental impact of our activities. We believe it

is our corporate responsibility to ensure we play our part in making the world a

better place.

In line with this, over the last year

we have advanced our approach

to ESG – environmental, social and

governance principles – which we

believe will enhance our company

and support our growth.

As part of our process, we

undertook workshops and

interviews with internal and external

stakeholders to identify topics that

were material for Steel & Tube. Key

topics were identified and these

form the basis of our Sustainability

framework. We have set Key

Performance Indicators (KPIs) for

each of these topics and these are

reported on internally, at least

quarterly. These key topics have

been aligned with our four strategic

pillars which we believe are essential

for the long term sustainability of

our company and support our social

licence to operate.

We believe a strong ESG

proposition will benefit not only

the communities within which

we operate but, importantly, the

business by supporting revenue

growth, cost efficiencies, reduced

regulatory and legal interventions,

an uplift in employee productivity

and optimisation of our investments

and assets.

We take our responsibilities and

commitment to our staff, our

shareholders, our suppliers and

customers seriously and every

member of our Steel & Tube team

has a responsibility to uphold our

values and be accountable for their

actions.

In this ‘What Matters’ section and

elsewhere in this Annual Report,

we comment on economic,

environmental, social and

governance topics that we believe

are material to our business and our

stakeholders.

W H AT

MATTERS

STRATEGIC PILLARMATERIAL TOPIC

Commitment to

Safety and Quality

Occupational Health & Safety

High Quality Products and Services

Operational and

Supply Chain Excellence

Financial Performance and Corporate Governance

Material Efficiency and Recycling

Energy and Carbon

Putting the Customer at

the Heart of the Business

Customer Satisfaction

Product Life Cycle Performance

Supporting a

winning team

Talent Attraction and Retention

People Development and Labour Practices

Culture of Wellbeing

STEEL & TUBE ANNUAL REPORT 2020

20

COMMITMENT TO
SAFETY AND QUALITY

OCCUPATIONAL HEALTH AND SAFETY

As an employer of over 900 people

across manufacturing, installation,

logistics, management and support

roles, we have a fundamental

responsibility to provide a safe

and healthy work environment for

everyone. Ensuring Steel & Tube

employees and contractors go home

safely every day is our first priority.

We have a dedicated team to support

this and encourage a ‘speak up’

culture that helps identify areas for

improvement.

The company’s focus on health &

safety is led from the top, with health

& safety committees at every level of

the organisation (see the table below).

The Board’s QHSE Committee

regularly visits the company’s sites

to review health and safety in the

workplace and engage directly with

staff on health and safety matters. The

Committee receives regular reports

on quality processes and compliance

with standards. An update on QHSE

is also provided by the CEO at each

Board meeting.

Regular comprehensive health and

safety reports from management are

reviewed by the QHSE Committee.

The reports cover progress on QHSE

strategic initiatives, risk management,

lead and lag indicator performance,

reviews of any injury incident

investigations and high potential


near-misses.

High potential risk incidents are also

recorded and investigated through a

rigorous dig-deeper process involving

the CEO, Line Management and the

individual involved in the incident to

identify root causes and to eliminate

potential risks.

Employee involvement is a key

component of the company’s risk

management framework.

A company-wide health and safety

statistics report is published monthly

and it is analysed to identify lead

and lag indicators trending at

group, divisional and area levels.

This information enables quality

decision making when interventions

are required and it signals the high

priority placed on the importance of a

strong safety culture.

Recently, Steel & Tube completed a

Peakon employee survey with almost

80% of the organisation completing

the survey. There were two key health

and safety questions which provide

a good indicator of safety culture.

Steel & Tube scored 8.8 out of 10 for

first question “is this organisation

is committed to providing a safe

working environment”, and 8.6 out

of 10 for the second question “the

person I report to demonstrates

commitment to my safety in the

workplace”.

The Board of Directors, Management

and all staff actively review hazards

and complete Behavioural Safety

Observations and Critical Risk reviews.

A rigorous training schedule ensures

all job specific training requirements

are adhered to.

ROLE RESPONSIBILITIES

Board QHSE

Committee

Oversight of the company’s adherence to Quality, Health, Safety and Environment

(QHSE) processes and protocols.

Company QHSE

Committee

Chaired by the CEO. Recommends policy and oversees resource allocation and

progress against yearly action plans.

Operational

QHSE

Committee

Comprised of the company’s GM QHSE and operational managers throughout

the organisation, responsible for validating new health, safety, environment and

quality policies, initiatives and actions from a workplace perspective. Additionally,

this committee interacts with the businesses and advises the QHSE Committee on

operational issues that have the potential to impact health and safety.

Workplace

QHSE

Committees

Representatives from all work groups within an operational facility, including

elected representatives. These facility-based Committees have responsibility for

ensuring site compliance with the company’s QHSE Policies and are responsible for

day-to-day health and safety at their facility.

21

Following a strong improvement in
Employee Total Recordable Injury

Frequency Rate (TRIFR) over the last

five years, we saw a slight increase

in FY20 to 4.86, although we remain

below comparable benchmarks. All

recordable injuries were investigated

through the Dig Deeper process

and highlighted opportunities for

improved process application and

training.

Product risk classification

Automated annual review process

Automated receipt and processing of NZ Steel

Test Certificates

Business best practice processes

(i.e. receipting and quarantine)

Traceability dashboard and reporting to

measure compliance

Digitisation to allow easy searching and

matching of test certificates to products in AX

ERP system

Implementing test certificate electronic

availability to customers, with test certificates

to be automatically sent with sales orders

EMPLOYEE TOTAL RECORDABLE INJURY FREQUENCY RATE

HIGH QUALITY PRODUCTS AND SERVICES

Our products are used from the

ground up to build strong buildings

and infrastructure across New

Zealand. Therefore, it is essential

that our products are of the highest

quality. Our aim is to be the preferred

New Zealand supplier for steel

products and solutions and our

expert people play an important role

in that, sharing their knowledge and

experience with our customers.

We completed ISO 9001:2015 quality

certification for the majority of

our businesses in FY20, with the

remainder expected to be completed

in FY21. This demonstrates our

commitment to meeting our

customer and stakeholder’s needs

and expectations through quality and

continual improvement.

We have also contracted Lloyds

Register to perform an assessment of

our key international and domestic

suppliers. This commenced in 2018,

with 17 mills audited since this time

and plans for an additional 12 mills to

be audited in FY21.

We are refreshing our Fair Trading Act

(FTA) compliance activities through

our FTA compliance programme.

This involves regularly reviewing

and verifying product catalogue

information and test certificates, a

supplier approval process and audit

programme, independent product

sample testing for high risk products

and staff training.

12

10

8

6

4

2

0

FY16FY17FY18FY19FY20

TR ACEABILITY

ENHANCEMENTS

22

STEEL & TUBE ANNUAL REPORT 2020

Training is a large part of Steel & Tube’s safety
programme, from orientation and onboarding of new

employees through to regular on the job training.

Individuals operating machinery are taken through a

detailed process that culminates in a demonstration

of knowledge before any machinery can be operated.

Specialised training programmes are also provided

by accredited third parties, such as forklift and crane

training.

This year, Steel & Tube was proud to collaborate

with Marsella and Wiremu Edmonds (Tuakiri Ltd) to

improve safety culture across the organisation. Staff,

contractors and suppliers nationally were invited to

hear a powerful presentation on leadership and safe

workplace practice from Marsella and Wiremu, the

bereaved parents of Robert Ruri-Epapara who was

killed in a forestry accident in 2013.

The Stand-in-the-Gap presentation was born out of a

strong desire not to let any other family suffer in the

same way. The brave couple take the audience through

the events and prevailing attitudes that led to the

short cuts taken on that fateful day. They challenge

their audience to Stand in the Gap – to speak up

when they see colleagues and leaders circumventing

procedures or taking short cuts that could lead to

compromising safety. The message is that health and

safety is everyone’s responsibility from leaders down

to the newest staff member.

For many attendees, this was one of the most powerful

presentations they had seen and the lessons learnt will

stay with them forever.

STAND IN

THE GAP

23

OPERATIONAL AND
SUPPLY CHAIN EXCELLENCE

Having an excellent operations and supply chain is essential to achieving our goals.

This means suppliers providing us with high quality products at good prices.


It also means disciplined warehouse operations to deliver products to all our

customers in full and on time and within specification.

518,769 ltrs5.4m KWH2271 tCO2e

FUEL

CONSUMED

ELECTRICITY

CONSUMED

TOTAL

GREENHOUSE

GAS EMISSIONS

ENERGY AND CARBON

Like many businesses, our operations

consume carbon and energy. We

started our journey in FY20 by

measuring our consumption and this

sets the benchmark against which we

can measure our improvements in

future years.

Greenhouse gas emissions are

measured in tonnes of carbon dioxide


equivalents (tCO2e). At Steel & Tube,

we have measured our greenhouse

gas emissions in line with international

protocols and standards. The reporting

processes are in accordance with

Greenhouse Gas Protocol and we have

included all material emissions under

scope 1&2, with our reporting of scope

3 emissions limited to category 6 which

covers business travel.

Following the alert level 4 shut-

down we have supported increased

flexibility for our staff, enabling more

working from home. This, in turn, is

reducing the transport emissions with

less days spent traveling to and from

our sites.

MATERIAL EFFICIENCY AND RECYCLING

We are conscious that our operations

have an impact on the environment

and are undertaking initiatives

designed to help reduce this. We

believe that our focus in this area will

not only be better for our planet and

our communities but will also increase

the efficiency of our business and

deliver financial benefits.

In particular, we are focussed on

reducing steel wastage, which occurs

due to over specification, unplanned

ordering or delivery practices.


We are collecting data which will

allow us to introduce targeted

initiatives to reduce waste.

FINANCIAL PERFORMANCE AND CORPORATE GOVERNANCE

Corporate governance at Steel &

Tube is predicated on high standards

of ethics and performance and is

achieved through robust governance

polices, practices and processes to

ensure compliance with statutory

requirements and the NZX Listing

Rules. A summary of Steel & Tube’s

governance actions and performance

against each of the principles in the

NZX Corporate Governance Code can

be found on pages 92 to 98.

A primary objective for the Board

is to deliver sustainable value for

shareholders. We are conscious that

returns have been lower than desired

for the past few years and lifting value

for shareholders is a priority for the

Board and Management.

Disclosure of our financial

performance can be found in the

results overview section on page

34 and in Steel & Tube’s financial

statements on pages 36 to 83.

Management remuneration is linked

to performance and achievement

of business objectives, with details

provided in our Remuneration Report

on pages 99 to 102.

24

STEEL & TUBE ANNUAL REPORT 2020

PUTTING THE CUSTOMER
AT THE HEART OF THE BUSINESS

CUSTOMER SATISFACTION

For Steel & Tube, customer

satisfaction means continually

looking for ways to add value to our

customers. This includes providing

products and services to meet our

customers’ needs, delivering seamless

customer service, leveraging our

technical expertise and delivering

on time and on spec. Our sales and

logistics teams play a big role in

achieving these goals, as does data.

Technology is a big enabler, allowing

us to improve sales effectiveness

and lower our cost to service our

customers. Of importance is our

ability to deliver in full, on time


and in specification (DIFOTIS).

By becoming the preferred supplier

for steel products and solutions in

New Zealand, we will grow our share

of the market which in turn will drive

our revenue.

We measure customer satisfaction

using a Net Promoter Score. This is an

index ranging from -100 to 100 that

measures the willingness of customers

to recommend a company’s products

or services to others.

Our NPS score has risen strongly

since we first started collecting data

in 2018. Our group-wide NPS over the

12 months was 22, with a high of 57 in

March 2020.

PRODUCT LIFE CYCLE PERFORMANCE

Steel & Tube is a member of the

Sustainable Steel Council of New

Zealand. Along with other members,

we are committed to a vision where

steel is valued as a critical enabler

in New Zealand’s journey to a low

emission economy.

The New Zealand steel sector is a

crucial part of construction and

infrastructure projects from roofing

and cladding through to reinforcing

and structural beams. Steel is safe,

strong and low-waste. In a ‘circular

economy’, society reduces the

burden on nature by ensuring

resources remain in use for as long

as possible through use, reuse,

remanufacture and recycling. Steel is

the ideal circular economy material -

infinitely recyclable without product

degradation and easily reused and

repurposed. In addition, 100% of steel

industry co-products can be collected

and used. Adopting circular processes

significantly reduces steel’s carbon

footprint.

At Steel & Tube, we are undertaking

initiatives to reduce waste and

recycle products. Our Lloyds Register

steel mill audits also help us to

identify suppliers who meet high

environmental, health and safety and

quality standards.

FY20 NET PROMOTER SCORE

0

+100-100

NPS22

25

MATES in Construction started in
Australia in 2008 in response to the

over-representation of construction

workers in Australia’s suicide toll.

We unfortunately find ourselves in

the same position in New Zealand.

MATES vision is to significantly

improve mental wellness and reduce

suicide in the construction industry.

Steel & Tube is a founding sponsor

of NZ MATES in Construction - it’s

a partnership with the objective of

improving health and wellbeing for

those in the industry.

During the lockdown, Steel &

Tube shared the MATES Toolbox

Talk videos and resources with all

employees and, since re-opening,

more than 150 manufacturing

and labouring employees have

undertaken MATES Induction

Training programme – which creates

better awareness of the risk of

suicide and provides ways to support

employees needing help. An

advanced programme is commencing

so that every site has designated

employees who have received

specialist training to identify and

provide support and advice to those

most at risk of suicide.

“The statistics overwhelmingly show

that the industry needs to do more

to create workplaces where it’s okay

to raise your hand, talk about your

problems and feel supported. We’ve

committed to this because we’ve

seen how effective the programme

is at starting conversations and

creating awareness in all sections of

our workforce – including those with

literacy challenges.”


Anna Morris, GM People and Culture

STEEL & TUBE PLEASED

TO SUPPORT MATES IN

CONSTRUCTION

in Construction

26

STEEL & TUBE ANNUAL REPORT 2020

SUPPORTING A
WINNING TEAM

We provide local jobs and employment for over 900 employees, pay taxes which

benefit wider communities and support work and training programmes which assist

students and our staff.

Our social policies are focused

around improving access to

education, employment, development

and training for our staff as well

as students in low decile schools,

celebrating diversity in our workforce,

and supporting the health, safety and

wellbeing of our people.

TALENT ATTRACTION

AND RECRUITMENT

Our focus over the past twelve

months has been improving the

diversity of background for many


of our roles across the business –

to balance core steel experience with

increased levels of digital and process

design. As a result, we have welcomed

a number of new employees to our

team, with local and international steel

and digital expertise.

PEOPLE DEVELOPMENT

AND LABOUR PRACTICES

While cost efficiencies are a

priority, we recognise the valuable

contribution our people make and the

vast majority of our people receive

remuneration beyond the living wage.

Pleasingly, we have continued to

increase the number of women

across the business, creating a

stronger and more diverse talent

pipeline. Significantly, the number of

female reports to General Managers

increased from 29% to 36% in FY20.

We continue to offer First Foundation

Scholarships and in 2020, we also

participated in the Sector Workforce

Engagement Programme for school

leavers.

We offer a wide range of staff skills

training and development, with

increased levels of technical product

training occurring during FY20 and an

average training spend per employee

of $260.

We employ people from a range of

ethnic backgrounds, and English is a

second language for a large number of

our staff. To support these members

of our team, we offered Workplace

Literacy & Numeracy programmes,

as well as more advanced Business

English skills training for team leaders

through the Edvance programme.

During the COVID lockdown period,

we utilised the time to build an

organisation-wide understanding


of our full product suite – with over

200 employees completing on-line

Steel & Tube proprietary product

training during that period.

CULTURE AND

WELLBEING

We aim to provide an environment

in which the potential of our

employees can be achieved and

each of our people feel their efforts

are recognised and rewarded. A

part of this is creating a culture that

recognises the value of diversity and

supports diversity in the workplace.

We have continued with our successful

monthly MANAAKITANGA Awards

which are awarded to those people

who have gone above and beyond to

help others.

In this year’s Employee Engagement

survey, our Engagement score was

7.3 out of 10, which was above the

benchmark for our industry. Other

highlights include being in the top 5%

of all companies in our industry for

Caring Management Support and in

the top 10% for peer relationships at

work.

27

LEADERSHIP TEAM
MARK MALPASS

Chief Executive Officer

MARC HAINEN

General Manager Distribution

DAVID MCGREGOR

General Manager Reinforcing & Wire

ANNA MORRIS

General Manager People & Culture

GREG SMITH

Chief Financial Officer

& Company Secretary

MOHAMMED AFROZ

General Manager Roll Forming

28

STEEL & TUBE ANNUAL REPORT 2020

CLAIRE RADLEY
General Manager Strategy

(on parental leave)

MIKE HENDRY

Chief Digital Officer

DAMIAN MILLER

General Manager Quality, Health, Safety

and Environment

FOR MANAGEMENT

PROFILES GO TO:

https://steelandtube.co.nz/corporate/senior-management

29

OUR BOARD
The Steel & Tube Board currently comprises five independent

Directors, who have significant relevant industry and market

experience, skills and expertise that are of value to the

company. Anne Urlwin has advised that she will be stepping

down from the Board at the Annual Meeting, and the Board

would like to acknowledge and thank her for her considerable

contributions. Anne has been a valuable and supportive

director during a challenging time in the company’s history

and as Steel & Tube undertook its turnaround programme.

She has held the role of chair of the Audit and Risk Committee

and her contributions have been much appreciated.

The Board has a skills matrix, which identifies four key

focus areas in the organisation and the skill set which the

Board believes would add value to Steel & Tube. Directors’

capabilities are considered against this skills matrix and the

Board believes that the current directors offer valuable and

complementary skill sets. Importantly, every one of Steel

& Tube’s Directors has either worked in, or is involved in

directorships, in the sector.

SUSAN PATERSON

ONZM, CFINSTD, MBA (LDN), BPHARM

CHAIR AND INDEPENDENT DIRECTOR

Susan became a Director on 16 January

2017 and was appointed Chair on 16

February 2017. A professional Director

since 1996, in 2015 Susan was appointed

an Officer of the Order of New

Zealand (ONZM) for her services to

corporate governance. Having trained

and practiced as a pharmacist, Susan

completed her MBA at London Business

School, then worked in strategy and

IT consulting and management roles

in New Zealand, Europe and USA. She

worked in the steel sector at Fletcher

Challenge and was General Manager of

Wiremakers. Susan’s directorships also

include Sky Network TV, Goodman NZ,

Arvida Group, Theta Systems (Chair),

Les Mills NZ, Electricity Authority, the

Reserve Bank and ERoad.

CHRIS ELLIS

BE, MS

INDEPENDENT DIRECTOR

Appointed a Director on 29 September

2017, Chris’ background spans the

manufacturing, heavy construction

and engineering sectors. He qualified

with a civil engineering degree from

the University of Canterbury, a Master

of Science in civil engineering from

Stanford University and more recently

a senior executive program at Wharton

Business School. He is an experienced,

strategy-focused director with an

extensive career in the Australasian

building industry. He has held CEO roles

with Brightwater Group and at Fletcher

Building where he was Chief Executive

of the Building Products Division. Chris'

directorships also include Hiway Group,

Horizon Energy Group, and Steelpipe NZ.

ANNE URLWIN

BCOM, FCA, CFINSTD, FNZIM, ACIS, MAICD

INDEPENDENT DIRECTOR

A chartered accountant, business

consultant and professional director,

with more than 20 years’ directorship

experience. She was appointed

a Director on 1 June 2013. She

commenced her professional career

with KPMG before undertaking senior

management roles in the corporate

sector including in the IT and meat

industries. Anne has considerable

governance experience as director,

chair and deputy chair with a range

of organisations in the private and

publicly listed sectors, as well as

Crown, local government and not-for-

profit entities. Anne’s directorships

also include Precinct Properties New

Zealand, Southern Response Earthquake

Services, Cigna Life Insurance New

Zealand, Summerset Group Holdings,

City Rail Link and Tilt Renewables. Anne

has advised that she will be stepping

down from the Board at 2020 Annual

Meeting.

STEVE REINDLER

BE MECH (Hons), AMP, FIPENZ, CHFIOD

INDEPENDENT DIRECTOR

Appointed a Director on 28 August

2017, Steve is an engineer with a

background in large scale infrastructure

and heavy industry manufacturing.

He was GM Engineering at Auckland

International Airport and previous

employment included 22 years with

New Zealand Steel and BHP Steel where

he held a number of roles including

GM Engineering and Environment.

Steve was inaugural chairman of the

Chartered Professional Engineers

Council and is a former President of the

Institution of Professional Engineers

New Zealand. His directorships include

Z Energy, Broome International Airport

Group , Christchurch Multi Use Arena

Project, Whitford Community Charitable

Trust, and chairman of D&H Steel

Construction, Clearwater Construction

and Waste Disposal Services.

JOHN BEVERIDGE

BA, Post Grad Business Diploma, CMInstD

INDEPENDENT DIRECTOR

John was appointed to the Board on

14 August 2019. He has held a range of

senior executive roles across a variety of

sectors including building and industrial

materials manufacturing, distribution,

finance and consumer goods. John was

most recently the Chief Executive for

the building trade materials supplier,

Placemakers, and previously held

leadership roles at Godfrey Hirst, Lion

Nathan and Barclays Bank PLC. He

currently sits on the boards of Horizon

Energy Group, NZ Scaffolding Group

(Chair) and Door+Window Systems

Auckland. He has an economics degree

from Otago University, Post Graduate

Marketing Diploma from Auckland

University and has completed the

Senior Executive program at Columbia

University, New York.

30

STEEL & TUBE ANNUAL REPORT 2020

CHRIS ELLIS
JOHN BEVERIDGE

ANNE URLWIN

SUSAN PATERSON

STEVE REINDLER

31

FY20 FINANCIAL
MEASURES EXPLAINED

NON-GAAP FINANCIAL

INFORMATION

Steel & Tube uses several non-

GAAP measures when discussing

financial performance. These include

Normalised EBIT and Working Capital.

Management believes that these

measures provide useful information

on the underlying performance of

Steel & Tube’s business. They are used

internally to evaluate performance,

analyse trends and allocate resources.

Non- GAAP financial measures

should not be viewed in isolation

nor considered as a substitute for

measures reported in accordance with

NZ IFRS.

NON-TRADING

ADJUSTMENTS/UNUSUAL

TRANSACTIONS

The financial results for FY20 include

a number of transactions, considered

to be non-trading in either their

nature or size. Unusual transactions

can be as a result of specific events or

circumstances or major acquisitions,

disposals or divestments that are

not expected to occur frequently.

Excluding these transactions from

normalised earnings can assist users

in forming a view of the underlying

performance of the Group.

The following reconciliation is

intended to assist readers to

understand how the earnings

reported in the Financial Statements

for the years ended 30 June 2019 and

30 June 2020 reconcile to normalised

earnings. Non-trading adjustments of

$58.1 million are included in the FY20

results.

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

Year Ended 30 June

FY20

$000

FY19

$000

GAAP: Earnings/Loss before interest and tax (EBIT)(5 7, 6 9 4)16,795

Add back unusual transactions/non-trading adjustments:

Goodwill impairment3 7, 0 7 1-

Intangible Asset impairment9,000-

Right of Use Lease Asset impairment 4,298-

Business restructuring costs3,449-

Site rationalisation execution costs 2,011-

Property, Plant and Equipment Impairment1,508-

Holiday Pay provision750-

S&T Plastics EBIT (no longer contributing to trading EBIT) -(7 73)

Normalised EBIT post NZ IFRS 16393-

Impact of NZ IFRS 16(5,638)-

Normalised EBIT pre NZ IFRS 16(5, 245)16,022

32

STEEL & TUBE ANNUAL REPORT 2020

COVID -19
The Group’s financial results for FY20

have been impacted by the alert

level 4 shutdown and progressive

return to work due to the pandemic.

The Group has identified certain

impairments, restructuring and site

rationalisation costs that have arisen

as a result of the strategic actions

in response to COVID-19 (including

the forecast economic recession)

and that give rise to costs that would

not otherwise have been incurred,

as non-trading items in the FY20

results. The impact of lost revenues

and Government wage subsidy are

included in the Group’s trading results

for FY20.

EBIT

Earnings / (Loss) before the deduction

of interest and tax. This is calculated

as profit for the year before net

interest costs and tax. FY20 EBIT was

impacted by a number of non-trading

adjustments totalling $58.1 million, as

shown in the table above.

Earnings before interest, tax, other

gains and losses and impairment

represents operating profit for the

year before other gains and losses,

impairment and deduction of interest

and tax. Earnings before interest, tax

and impairment represents operating

profit for the year including other

gains and losses before impairment

and deduction of interest and tax.

Management believes that these

additional measures provide useful

information on the underlying

performance of the Group's business.

NORMALISED EBIT

This means EBIT excluding non-

trading adjustments and unusual

transactions.

NZ IFRS 16 LEASES

On 1 July 2019, the Group adopted NZ

IFRS 16 Leases accounting standard.

This has resulted in the reclassification

of operating lease expenditure to

a combination of depreciation and

financing costs. FY19 financial results

have not been restated for the impact

of this new standard and hence

Management have provided both post

and pre NZ IFRS 16 results for FY20 to

help with comparison of the results to

FY19. Further detail on the impact of

adoption of NZ IFRS 16 is included in

note C5 to the financial statements.

WORKING CAPITAL

This means the net position after

Current liabilities are deducted from

Current assets. The major individual

components of Working capital for

the Group are Inventories, Trade and

other receivables and Trade and other

payables. How the Group manages

these has an impact on operating cash

flow and borrowings.

33

2020 2019 2018 2017 2016
$000$000$000$000$000

Financial Performance

Sales 4 1 7,9 2 3 498,110 495,806 511,400 515,947

EBITDA (3 7, 2 3 6)24,085 (28,127)3 9, 3 10 43,160

Depreciation and amortisation

1

(20,458)(7,290) (8,060)(7,681)(6, 3 5 4)

EBIT (5 7, 6 9 4)16,795 (36,187)31,629 36,806

Net financing costs

1

(6,6 61)(2,828) (4,6 3 1)(3,577)(3,638)

Profit before tax (6 4, 3 5 5)13,967 (4 0,818)28,052 33,168

Tax (expense) / benefit 4,342 (3,552) 8,768 (8,012)( 7, 3 4 2)

Profit/(loss) after tax (60,01 3)10,415 (32,050)20,040 25,826

Funds Employed

Equity 181,290 2 5 3 ,9 01 172,612 212,130 180,245

Non-current liabilities

2

106,084 26,699 113,826 14 0,98 8 100,296

2 8 7, 3 74 280,600 286,438 353,118 280,541

Comprises:

Current assets 193,761 213,827 228,887 243,290 221,539

Current liabilities

3

(58,871)(45 , 5 6 3) (59,0 9 9)(59,609)(49, 89 9)

Working capital 134,890 168,264 169,788 183,681 171,640

Non-current assets

4

152,484 112,336 116,650 169,437 10 8 ,9 01

2 8 7, 3 74 280,600 286,438 353,118 280,541

Statistics

Dividends per share (cents)-5.03.88.7 12.3

Basic Earnings per share (cents) (36.4)6.8 (20.9)13.1 16.8

Return on sales(14.4%)2.1% (6. 5%)3 .9 %5.0%

Return on equity(3 3 .1%)4.1% (18.6%)9.4%14.3%

Working capital (times) 3.3 4.7 3 .9 4.1 4.4

Net tangible assets per share $1.03 $1.19 $1.27$1.60$1.47

Equity to total assets52.4%7 7. 8 % 50.0%51.4%54.5%

Gearing (debt to debt plus equity) 5.2%5.6% 3 7. 7 %3 7. 4%34.7%

Net interest cover (times) (4.9)5 .9 ( 7. 8)8.8 10.1

Ordinary shareholders 8,036 8,310 8,163 8,404 8,506

Employees 884 1,003 1,015 972 918

- Female 192 214 203 193 193

- Male 692 789 812 779 725

Directors & Officers

- Female 4 6 4 4 3

- Male 10 9 8 10 10

EBITDA - Earnings before interest, tax, depreciation and amortisation.

EBIT - Earnings before interest and tax.

1



Depreciation and amortisation in FY20 includes depreciation of $13.1m recognised under NZ IFRS 16 Leases. Net financing costs in FY20 includes finance cost of $5.6m

recognised under NZ IFRS 16 Leases.

2



Non Current Liabilities in FY20 includes finance lease liabilities of $95.0m recognised under NZ IFRS 16 Leases.

3



Current Liabilities in FY20 includes finance lease liabilities of $12.6m recognised under NZ IFRS 16 Leases.

4



Non Current Assets in FY20 includes Right-Of-Use Assets of $87.1m recognised under NZ IFRS 16 Leases.

FIVE YEAR FINANCIAL

PERFORMANCE

34

STEEL & TUBE ANNUAL REPORT 2020

FINANCIAL REVIEW
CONTENTS

FINANCIAL STATEMENTS 2020 36

STATEMENT OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME 39

STATEMENT OF CHANGES IN EQUITY 40

BALANCE SHEET 41

STATEMENT OF CASH FLOWS 42

NOTES TO THE FINANCIAL STATEMENTS

SECTION A – PERFORMANCE 43

SECTION B – WORKING CAPITAL 49

SECTION C – FIXED CAPITAL 55

SECTION D – FUNDING 70

SECTION E – OTHER 73

INDEPENDENT AUDITOR'S REPORT 84

GENERAL INFORMATION

GOVERNANCE 92

REMUNERATION 99

DISCLOSURES 103

DIRECTORY 108

35

THE FINANCIAL REPORT FOR STEEL & TUBE INCLUDES
THESE SECTIONS:

Financial Statements

Performance

Working Capital

Fixed Capital

Funding

Other

SIGNIFICANT MATTERS IN THE FINANCIAL YEAR:

During the financial year ended 30 June 2020 the Group

was impacted by the COVID-19 Pandemic which resulted

in a period of operational shutdown and overall had

an adverse impact on the Group’s earnings. A detailed

assessment of the COVID-19 impact on the Group’s

financial statements is outlined in the following COVID-

19 Pandemic note and in various note disclosures to the

financial statements.

Significant accounting policies which

are relevant to the understanding of

the financial statements are provided

throughout the report in boxes outlined in

red

KEY POLICY

CRITICAL ACCOUNTING ESTIMATES AND

JUDGEMENTS

Preparation of these financial statements requires the

exercise of judgements that affect the application of

accounting policies, the reported amounts of assets and

liabilities, and income and expenses.

Estimates and judgements are continually evaluated,

based on historical experience and other factors,

including expectations of future events that are believed

to be reasonable under the circumstances. The Group

makes estimates and assumptions about the future.

Actual results may differ from these estimates.

The estimates and assumptions that have

a significant risk of causing a material

adjustment to the carrying value of assets

and liabilities within the next financial year

are highlighted throughout the report in

boxes shaded in red.

KEY JUDGEMENT

GENERAL INFORMATION

Steel & Tube Holdings Limited (the Company or Steel &

Tube) is registered under the Companies Act 1993 and

is a FMC Reporting Entity under the Financial Markets

Conduct Act 2013. The Company is a limited liability

company incorporated and domiciled in New Zealand.

The Group comprises Steel & Tube Holdings Limited and

its subsidiaries.

The Group’s principal activities relate to the distribution

and processing of steel products, fastenings and metal

floor decking.

The registered office of the Company is 7 Bruce Roderick

Drive, East Tamaki, Auckland 2013, New Zealand.

These financial statements have been prepared:

– In accordance with New Zealand Generally Accepted

Accounting Practice (NZ GAAP), for which Steel & Tube

is a for-profit entity

– To comply with New Zealand Equivalents to

International Financial Reporting Standards (NZ IFRS)

and with International Financial Reporting Standards

(IFR S)

– In accordance with the requirements of Part 7 of the

Financial Markets Conduct Act 2013 and the NZX Main

Board Listing Rules (issued 1 January 2019)

– In New Zealand dollars (which is the Company’s and

subsidiaries’ functional currency and the Group’s

presentation currency) and rounded to the nearest

thousand dollars

– Under the historical cost convention, as modified by

the revaluation of certain assets as identified in specific

accounting policies.

– Non-GAAP measures shown in the financial statements

are defined in the Annual Report (FY20 Financial

Measures Explained)

COVID-19 PANDEMIC

The World Health Organisation declared a global

pandemic on 11 March 2020 due to the outbreak

and spread of COVID-19. New Zealand went into a

full lockdown of all non-essential services when the

Government raised its Alert Level to 4 on 25 March 2020.

During Alert Level 4, the Group had to shut down all of

its business operations, except those needed to supply

essential businesses within New Zealand. New Zealand

went back to Alert Level 3 on 27 April 2020, resuming the


FINANCIAL STATEMENTS 2020

36

STEEL & TUBE ANNUAL REPORT 2020

Group's main operations. The shutdown and progressive
return to normal operations had an adverse impact on

the Group’s earnings for the financial year.

An assessment of the impact of COVID-19 on the Group

balance sheet as at 30 June 2020 is set out below, based

on information available at the time of preparing the

BALANCE SHEET

ITEMCOVID-19 ASSESSMENTNOTE

Trade receivablesThe Group has reassessed the credit risk for all its trade receivables outstanding as at 30

June 2020, having regard as best possible to sectors and regions that have been

significantly impacted by COVID-19. This review was undertaken to ensure that the

provision for expected credit losses reflects the estimated exposure for any expected

customer defaults. As at 30 June 2020 the Group has recognised a provision for doubtful

debts of $2.4m (30 June 2019: $1.9m). The charge to earnings in 2020 for bad and doubtful

debts is $2.8m (30 June 2019: $0.1m).

B2

Intangible AssetsThe Group’s Intangible assets are stated at historical cost less accumulated amortisation

and impairment. Following the impact of COVID-19 the Group has undertaken a review of

the business and commenced plans to increase its investment in Digital technology. This

investment includes the integration of additional Digital software applications, as well as

the development of new or enhanced ERP functionality. This investment is required in

response to the current commercial and economic environment, and to ensure that the

Group has the appropriate Digital technology platform to support the move to a service

model that combines ease of access and customer service.

This investment in Digital technology will supersede some of the existing functionality

within certain software assets held for use by the business, which has resulted in an

indicator of impairment being identified for those assets as at 30 June 2020. However, as

these software assets do not generate their own stand-alone cash flows, the assessment

for impairment was completed as part of the Group’s year-end CGU impairment

assessments as outlined in Note C2.

The output from the year-end CGU impairment assessments has resulted in an impairment

of $9.0m being recognised in respect of the Group’s software intangible assets within the

Distribution CGU as at 30 June 2020. Further detail on the CGU impairment assessment,

and the allocation to the Group’s software intangible assets, is provided in the Key

Judgement – Impairment testing section in Note C2.

C2

financial statements. The Group has also undertaken an

internal valuation to compare the current carrying value

of the Group’s assets against their recoverable amount

at each cash generating unit (CGU) identified as at 30

June 2020. Further information on this assessment is

outlined in Note C2. The Group has also assessed the

recoverability of its deferred tax assets as outlined in

Note A4.

37

BALANCE SHEET
ITEMCOVID-19 ASSESSMENTNOTE

Property, plant

and Equipment &

Assets held for

sale

The Group’s land and buildings are held at fair value. Plant and equipment are stated at

historical cost less depreciation and impairment. Following the impact of COVID-19, the

Group has undertaken a review of the business and decided to accelerate changes to the

Group’s property network, in line with its longer term network strategy. This has resulted

in the decision to close and/or merge a number of sites, which has resulted in an indicator

of impairment being identified for certain assets held at impacted sites. The Group has

performed an assessment of expected recoverable value of these assets, either through

ongoing use within the business or sale, and as a result an impairment of $1.5m has been

recognised over plant and equipment during the year ended 30 June 2020.

C1 and

C4

Right-of-use

assets/Lease

liabilities

The Group adopted NZ IFRS 16 Leases on 1 July 2019, which led to the recognition of right

of use assets and lease liabilities associated with the Group’s operating leases, of which the

majority relates to the national branch property network. With the accelerated changes

to the Group’s property network, the Group has implemented changes to either exit or

merge a number of leased sites. This has resulted in an indicator of impairment on the

respective right-of-use leased assets for these sites. The Group has also reassessed its

expectations in respect of the exercise of future lease renewal options, which has also

resulted in a reassessment of the Group’s lease liabilities as at 30 June 2020.

As part of its response to COVID-19, the Group has engaged in negotiations with landlords

for rent concessions. These rent concessions have been recognised as either credits

against the operating lease expense or separately as other income depending on the

nature of the rent concessions provided and the terms of the underlying lease

agreements.

C5

BorrowingsIn April 2020, the Group’s banking partners have granted the Group a non-compliance

waiver for both the Leverage Ratio and the Interest Cover Ratio covenants. The waiver is

for a relief period up to and including 31 December 2020.

The Group also agreed a variation to its facility agreement in June 2020, which allows the

Group to use alternative measures for covenant reporting for the remainder of the 2021

financial year, with test dates of 31 March 2021 and 30 June 2021. For these test dates, the

Group’s banking partners have agreed to assess the Group’s Working Capital Ratio

(Working Capital to Debt) and a Liquidity Test (available funding to be greater than the

principal amount of any financial indebtedness maturing) as alternative covenants.


The Group expects to comfortably meet these revised covenants.

D1

InventoriesThe Group has undertaken a full review of its inventory holdings as at 30 June 2020 to

identify any inventory of higher risk, particularly slow moving and aged inventory and the

impact on these inventory categories of the expected reduction in sales with a forecast

economic recession due to the impact of COVID-19. Based on the assessment performed,

the Group has recognised a provision for write-downs of $1.0m as at 30 June 2020 (30 June

2019: $1.4m).

B1

ProvisionsThe Group has recognised an additional provision of $2.9m as at 30 June 2020 as a result of

the accelerated site exits and a wider restructure of the Group’s employees following the

impact of COVID-19. Costs included within this provision relate to restructuring in a

number of areas across the Group which are in progress as at 30 June 2020.

E2

38

STEEL–&–TUBE ANNUAL REPORT 2020


2020 2019

Notes$000 $000

Sales revenue

4 1 7,9 2 3 498,110

Other operating income

A5 7,449 972

Cost of sales

A2 (333,802) ( 3 8 7,1 4 0)

Operating expenses

A2

(9 7,0 6 8) (95, 59 9)

Earnings before interest, tax, other gains and losses and impairment

(5,498) 16,343

Other gains / (loss)

(6 6) 452

Earnings before interest, tax and impairment

(5, 56 4) 16,795

Impairment of property, plant and equipment and intangibles

C1, C2 (4 7, 5 7 9) -

Impairment of Right-of-use assets

C5

(4, 5 5 1) -

Earnings before interest and tax

(5 7, 6 9 4) 16,795

Interest income

98 109

Financing costs

(6,759) (2,937)

(Loss)/Profit before tax

(6 4, 3 5 5) 13,967

Tax credit / (expense)

A4

4,342 (3,552)

(Loss)/Profit for the period attributable to owners of the Company

(60,01 3) 10,415

Items that may subsequently be reclassified to profit or loss

Other comprehensive income / (loss) - hedging reserve

17 (1,045)

Items that may not subsequently be reclassified to profit or loss

Other comprehensive loss - revaluation reserve

C1 (1,646) (94 0)

Other comprehensive income - deferred tax on revaluation reserve

84 263

Total comprehensive (loss) / income

(61, 5 5 8) 8,693

Basic earnings per share (cents)

A1 (36.4) 6.8

Diluted earnings per share (cents)

A1 (36.4) 6.8

STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2020

The accompanying notes form part of these financial statements.

FINANCIAL


STATEMENTS

39

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2020

Share

capital

Retained

earnings

Hedging

reserve

Revaluation

reserve

Treasury

shares

Share-

based

payments

Total

equity

Notes

$000 $000 $000 $000 $000 $000 $000


Balance at 1 July 20187 7, 8 4 590,0189436,509(2 ,896)193172,612

Adoption of NZ IFRS 9 (net of tax)-(617)----(617)

Restated total equity at the beginning

of the financial year

7 7, 8 4 589,4019436,509(2 ,896)19317 1,9 95

Comprehensive income

Profit after tax-10,415----10,415

Other comprehensive (loss) / income

Hedging reserve (net of tax)--(1,045)---(1,045)

Asset revaluation (gross)---(940)--(940)

Deferred tax on asset revaluation---263--263

Total comprehensive income - 10,415(1,0 45)(677) - - 8,693

Transactions with owners

Dividends paid - (5,877) - - - - (5,877)

Employee share schemes - 203 - - - 63266

Issue of share capital (net of issue costs)D378,824 - - - - - 78,824

Balance at 30 June 2019156,6699 4 ,14 2(102)5,832(2 ,896)256253,9 01

Balance at 1 July 2019156,66994,142(102)5,832(2 ,896)2562 5 3,901

Adoption of NZ IFRS 16 (net of tax)C5-(9,76 2)----(9,76 2)

Restated total equity at the beginning

of the financial year

156,66984,380(102)5,832(2 ,896)256244,139

Comprehensive income

Loss after tax-(60,01 3)----(60,01 3)

Other comprehensive (loss) / income

Hedging reserve (net of tax)--17---17

Release of revaluation to retained

earnings (net of tax)

-(282)-282---

Asset revaluation (gross)---(1,646)--(1,646)

Deferred tax on above---84--84

Total comprehensive income - (60, 295)17(1, 280) - - (61, 5 5 8)

Transactions with owners

Dividends paidA1-(2, 518)----(2, 518)

Supplementary dividend tax credits

received

-908----908

Employee share schemes-66---253319

Balance at 30 June 2020156,66922,541(85)4,552(2 ,896)509181,290


The accompanying notes form part of these financial statements.

40

STEEL & TUBE ANNUAL REPORT 2020

BALANCE SHEET
AS AT 30 JUNE 2020

20202019

Notes$000 $000

Current assets

Cash and cash equivalentsE6 1 7, 4 1 8 9,010

Trade and other receivables

B2 73,797 90,734

InventoriesB1 101,061 113,962

Income tax refund 432 1

Derivative assetsE6 103 120

Assets held for saleC4 950 -

193,761 213,827

Non-current assets

Deferred taxA4 11,595 3,380

Income tax refund908-

Property, plant and equipmentC1 41,009 52,034

IntangiblesC2 11,886 5 6 ,9 2 2

Right-of-use assetsC5 8 7,0 8 6 -

152,484 112,336

Total assets 346,245 326,163

Current liabilities

Trade and other payablesB3 3 9,10 5 41,079

ProvisionsE2 6,896 4,221

Derivative liabilitiesE6 223 263

Short term lease liabilitiesC5 12,647 -

58,871 45,563

Non-current liabilities

Trade and other payablesB3 - 1,835

BorrowingsD1 10,000 24,000

ProvisionsE2 1,024 864

Long term lease liabilitiesC5 95,060 -

106,084 26,699

Equity

Share capitalD3 156,669 156,669

Retained earnings 22,541 94,142

Other reserves 2,080 3,090

181,290 2 5 3,901

Total equity and liabilities 346,245 326,163

The accompanying notes form part of these financial statements.

FINANCIAL


STATEMENTS

These financial statements and the accompanying notes were authorised by the Board on 27 August 2020.

For the Board

Susan Paterson Ann

e Urlwin

Chair

D

irector

41

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2020

2020

$000

2019

$000

Cash flows from operating activities

Customer receipts

42 9, 3 3 9 505,591

Interest receipts 98 109

Payments to suppliers and employees (389,101) (4 8 6 , 5 76)

Payments for interest on leases (5, 590) -

Income tax refunds / (payments) (4 3 0) 5,614

Interest payments (1, 3 14) (3,43 4)

Wage subsidy received 6,604 -

Net cash inflow from operating activities 39,606 21,304

Cash flows from / (to) investing activities

Property, plant and equipment disposal proceeds 5,9 3 7 2,264

Property, plant and equipment and intangible asset purchases ( 7, 5 8 6) ( 7,1 5 4)

Net cash outflow from investing activities (1,649) (4,890)

Cash flows (to) / from financing activities

Net proceeds from / (repayment of ) borrowings (14,000) (8 5 ,9 3 5)

Issue of share capital (net of issue costs) - 78,824

Dividends paid (2, 518) (5,877)

Payment for leases (13,031) -

Net cash outflow from financing activities (2 9, 5 49) (12,988)

Increase in cash and cash equivalents 8,408 3,426

Cash and cash equivalents at the beginning of the year 9,010 5,584

Cash and cash equivalents at the end of the year

1 7, 4 1 8 9,010

Represented by:

Cash and cash equivalents 1 7, 4 1 8 9,010

1 7, 4 1 8 9,010

Reconciliation of profit / (loss) after tax to net cash inflow from operating activities

(Loss) / profit after tax

(60,01 3)10,415

Non-cash adjustments:

Depreciation and amortisation

20,458 7, 2 9 0

Deferred tax

(4,419)4,002

Impairment of property, plant, equipment and intangibles

4 7, 5 7 9 -

Impairment of right-of-use assets

4,551 -

Other

(75)253

Items classified as investing activities:

(Gain)/Loss on property, plant and equipment disposals

66 (45 2)

8,147 21,508

Movements in working capital:

Income tax

-5,165

Inventories

12 ,901 2,085

Trade and other receivables

16,937 7, 5 9 0

Trade and other payables

1,621 (15,04 4)

Net cash inflow from operating activities

39,606 21,304

The accompanying notes form part of these financial statements.

42

STEEL & TUBE ANNUAL REPORT 2020

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

This section focuses on the Group’s financial performance and returns provided to Shareholders.

A1: DIVIDENDS AND EARNINGS PER SHARE

On 20 March 2020, the Board announced the cancellation of its FY20 interim dividend payment of 1.5 cents per

share in light of the uncertainty around the potential impact of COVID-19 for the financial year. On 27 August

2020, the Board declared that no final dividend would be paid due to the impact of COVID-19 on full year

earnings and the uncertain economic outlook.

SECTION A - PERFORMANCE

NOTES – SECTION A


PERFORMANCE

15,000

10,000

5,000

0

201820192020

Dividends Paid ($000s)

Dividends Paid

Dividends paid were fully imputed. The Group is entitled to a tax credit for supplementary dividends paid to overseas

shareholders of $0.91m (2019: $0.10m) of which $0.87m relates to tax credits for supplementary dividends unclaimed

in prior years for which the Group is entitled to.

Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the weighted


average number of fully paid shares less treasury shares.

Diluted earnings per share includes partly paid shares (see Note D3) and represents the Group’s earnings per share


if unvested share options were exercised. The weighted average number of shares is adjusted by the number of

outstanding rights to executive shares that are deemed to vest at their future vesting dates.

Earnings / (Loss) per share (EPS)

2020 2019

$000 $000

(Loss) / profit after tax

(60,01 3)10,415

Weighted average number of shares for basic EPS

165,000 153,176

Weighted average number of shares for diluted EPS

165,000 153,176

Basic (loss) / earnings per share (cents)

(36.4)6.8

Diluted (loss) / earnings per share (cents)

(36.4)6.8

Final Dividend Paid: 2019: 1.5 cents per share (2018: Nil cents)


Interim Dividend Paid: 2019: 3.5 cents per share (2018: 7.0 cents)

43

A2: EXPENSES
2020 2019*

Cost of sales and operating expenses:

Notes$000 $000

Inventories expensed in cost of sales

304,341354,496

Bad and doubtful debts

2,82691

Depreciation and amortisation

C 1/C 2/C 520,4587, 2 9 0

Directors' fees

473504

Donations

115

Employee benefits

71,06676, 206

Restructuring expenses5,169619

Defined contribution plans

1,5361,565

Information Technology expenses

6,5995,463

Foreign exchange gains

(540)(6 3 0)

Operating leases

C5(3 26)1 7,9 0 0

Other expenses19, 26719, 2 20

Total cost of sales and operating expenses430,870482,739

*The group has reclassified the prior period balances to align with the presentation at 30 June 2020.

Inventory sold during the period is expensed as cost of sales. Inventory write-downs including scrap incurred in the

ordinary course of business are included within Inventories expensed in cost of sales.

Depreciation of $1.7m (2019: $1.6m) related to equipment used to manufacture products is included in


cost of sales. Depreciation of $13.1 million for right-of-use assets as a result of NZ IFRS 16 Leases adoption and other

depreciation is included in operating expenses.

Operating leases cost relates to short term and low value lease costs not included in NZ IFRS 16 Leases costs. A

portion of the rent credits received during the COVID-19 lockdown period is recognised net of operating leases

costs. Following the adoption of NZ IFRS 16 Leases on 1 July 2019, the majority of operating lease costs are now

recognised in depreciation and financing costs.

44

STEEL & TUBE ANNUAL REPORT 2020

A3: OPERATING SEGMENTS
The Group has identified two reporting segments as at 30 June 2020 having regard for the criteria outlined in NZ

IFRS 8 Operating Segments (NZ IFRS 8). As at 30 June 2020, the Group’s operating segments have changed following

business operational changes and is reflective of how the operating segment engages in business activities.

The Group’s Chief Operating Decision Maker (being the CEO) receives financial reports which aggregate the

activities of the Group’s various operating segments into two distinct divisions, being Distribution and Infrastructure.

These reportable segments have been determined by having regard to the nature of products, services and

processes the various business units undertake to service customers. The Group has a diverse range of customers

from various industries, with no single customer contributing more than 10% of the Group’s revenue.

The Group derives its revenue from the distribution and processing of steel and associated products. Within the

Distribution business, the primary focus is on the distribution of steel products and fasteners, servicing similar

customer groups, sharing similar business models and trading skills, and using similar sales channels. The majority

of product is traded and sales staff are tasked to know the full range of products. Within the Infrastructure business,

product is predominately steel product which is bought and processed/ manufactured in warehouse facilities for

project/contract customers.

The CEO uses EBIT as a measure to assess the performance of segments. The segment information provided to the

CEO for the period ended 30 June 2020 is as follows:

DistributionInfrastructure

Other/

Elimination

Reconciled

to Group

$000 $000 $000 $000

2020

Timing of revenue recognition

At a point in time2 4 7,9 5 1 8 9, 52 0 17 3 3 7, 4 8 8

Over time

- 80,435 - 80,435

Revenue from external customers

2 4 7,9 5 1 169,955 17 417,9 2 3

Amortisation and depreciation(1,96 4)(2, 3 59)(3,005)( 7, 3 2 8)

Impairment of property, plant and equipment and intangibles

(25,230)(2 2, 3 49) - (4 7, 5 7 9)

Impairment of right-of-use assets(1,9 9 1)(2,035)(272)(4, 2 9 8)

Site rationalisation costs(95 1)(9 2 5)(135)(2 ,011)

Restructuring costs(1, 591)(1,218)(6 4 0)(3,4 49)

Segment EBIT(2 9,94 4)(26,067)(1,683)(5 7, 6 9 4)

Interest (net)

(6,6 61)

Reconciled to Group Loss Before Tax

(6 4, 3 5 5)

2019

Timing of revenue recognition

At a point in time287,678 1 0 7, 3 2 9 1,033 396,040

Over time

- 102,070 - 102,070

Revenue from external customers

287,678 20 9, 3 9 9 1,033 498,110

Amortisation and depreciation(1,76 6)(2,342)(3,182)( 7, 2 9 0)

Segment EBIT

2,869 11,865 2,061 16,795

Interest (net)

(2 ,828)

Reconciled to Group Profit Before Tax

13,967

NOTES – SECTION A


PERFORMANCE

45

Depreciation and amortisation is shown on a pre-NZ IFRS 16 Leases basis, which is in line with the financial
reports received by the CEO during the year ended 30 June 2020.

Interest income and expenses are not allocated to segments, as decisions are made on a pre-NZ IFRS 16 Leases

basis and other interest income and expense related activities are driven by the central treasury function, which

manages the cash position of the Group.

Assets and liabilities are provided to the CEO on a Group basis, and are not separately reported with respect to

the individual operating segments.

Sales between segments are eliminated on consolidation. The amounts provided to the CEO with respect to

segment revenue are measured in a manner consistent with that of the financial statements.

A4: INCOME AND DEFERRED TAX

Income tax comprises both current and deferred tax.

All entities in the Group are part of the same income tax group.

Current tax is the expected tax payable on the taxable income for the period, using current tax rates,

and any adjustment required to tax payable in respect of prior periods.

Deferred tax is recognised in respect of temporary differences arising between the tax base of assets

and liabilities and their carrying amounts in the financial statements. Deferred tax assets are only

recognised to the extent that it is probable future taxable profits will offset temporary differences. Tax

rates used are those that have been enacted or substantially enacted at balance date and which are

expected to apply when the deferred tax asset or liability crystalises.

Deferred tax is not provided if it arises from the following differences:

- goodwill not deductible for tax purposes

- initial recognition of assets and liabilities in a transaction other than a business combination that

affects neither accounting or taxable profit and

- investment in subsidiaries where the timing of the reversal of the temporary difference is controlled

by the Group to the extent that they will probably not reverse in the foreseeable future.

KEY POLICY

Income and deferred tax

Income tax expense

2020 2019

The income tax expense is determined as follows:

$000$000

Profit or loss

Current income tax

Current year income tax expense

--

Adjustments in respect of prior periods

(1,295)(450)

Prior period adjustment not recognised in the current period

1,295-

Deferred income tax

Depreciation, provisions, accruals, tax losses and other

(4, 3 4 2)4,002

Adjustments in respect of prior periods--

Income tax (credit)/expense recognised in profit or loss(4, 3 4 2)3,552

Tax Losses

Steel & Tube has gross tax losses available to carry forward of $31.6m (2019: $16.1m). Due to the uncertain future

economic outlook, Steel & Tube has not fully recognised its deferred tax assets as at 30 June 2020. As at 30 June

2020 the Group has an unrecognised deferred tax asset of $15.5m ($4.4m tax effect), primarily related to tax

losses that remain available for the Group to use in future years.

46

STEELffi&ffiTUBE ANNUAL REPORT 2020

2020 2019
Reconciliation of income tax expense / (credit)

$000 $000

Profit / (Loss) before tax

(6 4, 3 5 5)13 ,967

Non-assessable income

(6,6 0 4)(2)

Non-deductible expenditure44,535328

(2 6,424)14,293

Tax at current rate of 28%

( 7, 3 9 9)4,002

Prior period adjustment

(1,295)(450)

Deferred tax not recognised4,352-

Total income tax expense / (credit)

(4, 3 4 2)3,552

Represented by:

Current tax

-(450)

Deferred tax(4, 3 4 2)4,002

(4, 3 4 2)3,552

Deferred tax assets and liabilities

The table below shows the movement in the deferred tax balances that are recognised the beginning and end of the period.

Opening

balance

Prior

period

adjustments

NZ IFRS

Transition

tax impact*

Recognised

in income

Recognised

in equity

Unrecognised

tax losses

Closing

balance

$000 $000$000 $000 $000 $000$000

Group 2020

Property, plant and equipment(4,47 1)--2,27584-(2,112)

Net lease liability--3,9591,301- - 5,260

Employee benefits1,383--37- - 1,420

Provisions1,9 2 7-(163)729--2,493

Cash flow hedging reserve41---(7) - 34

Tax losses carried forward

4,5001,295-3,057-(4, 3 5 2)4,500

3,380 1,2953,7967, 3 9 977(4, 3 5 2)11,595

Group 2019

Property, plant and equipment(1,745)(545)-(2,444)263-(4,47 1)

Employee benefits1,193298-(108)--1,383

Provisions6,009(37)240(4, 28 5)--1,9 2 7

Cash flow hedging reserve(350)---391-41

Tax losses carried forward

1,381284-2,835--4,500

6,488-240(4,0 02)654-3,380

* NZ IFRS transition tax impact for 2020 relates to the transition adjustment for NZ IFRS 16. 2019 relates to the transition adjustment for NZ IFRS 9.

NOTES – SECTION A


PERFORMANCE

47

2020
$000

2019

$000

The analysis of deferred tax assets and deferred tax liabilities is as follows:

Deferred tax liabilities

(2,112)(4,47 1)

Deferred tax assets13,7077,851

11,5953,380

The assessment for the recoverability of deferred tax assets was completed as part of the Group’s year end impairment

assessment as outlined in Note C2.

Imputation credits available at 30 June 2020 were $0.005m (2019: $0.7m).

A5. OTHER OPERATING INCOME

Other operating income includes wage subsidy of $6.6m which the Group applied for and received from the

New Zealand Government in the current financial year following the COVID-19 pandemic. The funds received

have been accounted for in line with NZ IAS 20 Government Grants and Disclosure of Government Assistance.

The Group has elected to recognise the funds received under the wage subsidy scheme as other income in the

Statement of Profit or Loss and Other Comprehensive Income.

48

STEEL & TUBE ANNUAL REPORT 2020

This section contains details of the short term operating assets and liabilities required to service the Group’s
distribution branches and processing sites.

B1: INVENTORIES

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2020

SECTION B - WORKING CAPITAL

Key judgement

Inventory Valuation

The majority of the Group’s inventory comprises steel products and fastenings, which have long lives and

generally are not at risk of obsolescence. The Group undertook an assessment of its inventory holdings

at 30 June 2020 to determine whether the net realisable value (NRV) of inventory was greater than or

equal to the current carrying value of inventory. The Group has undertaken a full review of all aged stock

to identify any stock at higher risk, particularly slower moving stock. Following this review, an impairment

provision of $1.0m (2019: $1.4m) continues to be recognised as at 30 June 2020 to record the carrying

value of inventory at its NRV where that is considered to be lower than its cost. Judgement was required

in determining if the aged inventory can be sold and its expected sales price, and therefore whether

inventory should be impaired. This includes consideration of forecast market conditions and prices.

To further support the valuation of inventory the Group operates a regular stock count programme which

requires inventory to be counted on a cycle count basis, and through a full wall-to-wall count where

required to ensure the accuracy of the Group’s Inventory records.

KEY JUDGEMENT

Inventories are stated at the lower of cost and net realisable value, with cost determined on a

moving average cost basis or standard cost basis. Costs include expenditure incurred in acquiring

the inventories and bringing them to their existing location and condition. Net realisable value is the

estimated selling price in the ordinary course of business less the estimated costs of completion,

and selling expenses. The cost of manufactured/fabricated finished inventories includes a share of

overheads based on normal operating capacity.

KEY POLICY

49

The Group holds inventories valued at $101.1m (2019: $114.0m) net of a provision for write-down of $1.0m (2019:$1.4m).
The Group is exposed to foreign exchange risk arising mainly from overseas purchases of inventory. In

accordance with its Treasury Policy, all committed overseas purchase orders are hedged using forward foreign

exchange contracts where payment is made in a foreign currency. The Group qualifies for hedge accounting.

The effective portion of the changes in fair value is recognised in other comprehensive income and accumulated

in the Hedging reserve in equity as described in section E10.

As at balance date foreign exchange contracts recorded as assets were $0.1m (2019: $0.12m) and as liabilities


were $0.22m (2019: $0.26m). The notional value of foreign exchange contracts in place as at 30 June 2020 totaled

$17.09m (2019: $27.18m). The fair value of the foreign currency forward exchange contracts is as shown on the

Balance Sheet. Refer to section E6 for the fair value hierarchy determination.

If the NZ dollar had weakened/strengthened by 5% against foreign currencies (primarily US dollar) at balance


date, there would be no impact on profit or loss, as the Group qualifies for hedge accounting and all hedges

are 100% effective at balance date. The effect would be to equity +$0.93m if NZ dollar strengthened by 5% and

-$0.76m if the NZ dollar weakened by 5% (2019: + $1.27m /- $1.44m respectively).

Provision for write-down

Finished goods at realisable value

Inventories ($000s)

20202019

150,000

120,000

90,000

60,000

30,000

0

101,061

(966)

1 1 3,9 6 2

(1,416)

50

STEEL & TUBE ANNUAL REPORT 2020

NOTES – SECTION B

WORKING CAPITAL

B2: TRADE AND OTHER RECEIVABLES

Key Judgement - Provision for impairment

The Group has applied the simplified approach to providing for expected credit losses, which requires

the recognition of a lifetime expected loss provision for Trade and other receivables.

The expected credit loss (ECL) allowances for financial assets are based on assumptions about the risk

of default and expected credit loss rates. The Group uses its judgement in making these assumptions

and selecting the inputs to the impairment calculation, which is based on the Group’s historical

experience, the aging profile of the financial assets, existing market conditions as well as external

economic forecasts at each reporting date. Details of key considerations and judgements are set out

below.

The Group considers the lifetime expected credit losses associated with its receivables upon initial

recognition, and on an ongoing basis at the end of each reporting period. To assess whether there is a

specific increase in credit risk, the Group compares the risk of default occurring on these receivables at

the reporting date with the risk of default at the date of initial recognition. Available forward looking

information is considered, including actual or expected significant adverse changes in business,

financial or economic conditions that are expected to cause a significant change to the customer or

counterparty’s ability to meet their obligations. This also incorporates any objective evidence that

indicates that the customers will not be able to pay their debts when due, these include significant

financial difficulties of customers and the probability of entering receivership or bankruptcy.

The Group has analysed its Trade receivables balances using three different characteristics and

calculated the ECL allowance by considering the impact of each:

Consideration/Judgements

Baseline/AgingThe Group’s “baseline” expectation for credit loss is informed by past

experience and the aging profile of the balances, applying an increasing

expected credit loss estimate as the balance ages incorporating forward

looking information, such as forecasted economic conditions. This

expectation incorporates any available objective evidence that the customers

will not be able to pay their debts when due, including significant financial

difficulties of customers and the probability of entering receivership,

administration or liquidation.

SectorThe Group has considered the credit risk related to the market sector that

the customers operate in and has made an adjustment to the ECL allowance

based on assessment of the respective financial strength of each industry

se c tor.

RegionThe Group has considered the credit risk of its trade receivables portfolio

based on the respective financial strength of each geographic region, and

has made an adjustment to the baseline ECL allowance to reflect this.

KEY JUDGEMENT

51

COVID-19 impact
As a result of the COVID-19 pandemic, the Group has reassessed the credit risk for all its trade receivables

balance. An assessment was undertaken to identify all trade receivables which posed a higher credit risk based

on the Group’s understanding and experience with the customer’s ability to pay its debts given the current and

forecast economic conditions. For these trade receivables, the Group has recorded additional provisions to

account for the estimated exposure for any defaults.

The above reassessment has resulted in the Group increasing its expected credit loss provisions to $2.4m (2019:

$1.9m), to reflect the estimated exposure of any defaults.

Trade receivables at 30 June 2020 are $63.0m (2019: $77.2m) and are recognised initially at fair value and

subsequently at amortised cost less any provision for impairment. The carrying value of Trade and other

receivables are equivalent to their fair value.

Prepayments and sundry receivables


Provision for impairment

Past due

Current due

13,236

(2,428)

4,020

58,969

2020

$73,797

Trade and Other Receivables ($000s)

15,437

(1,946)

4,683

72,560

2019

$90,734

Trade receivables excluding current at 30 June 2020 ($000s)

2,277

3,045

2020

2019

4,000

3,000

2,000

1,000

0

Within

1 month

2 ,1 2 5

3,715

1,744

1,638

Within

1 to 3 months

Beyond

3 months

No one customer accounts for more than 3% of Trade receivables at 30 June 2020 (30 June 2019: 5%).

At 30 June 2020 trade receivables of $3.5m (2019: $3.6m) were greater than 60 days overdue. These relate to a

number of independent customers for whom there is no recent history of default. The Group’s credit terms are

in line with industry peers. The Group does not have any customers with payment terms exceeding one year. As

a result the Group does not adjust transaction prices for the time value of money.

The aging profile of these customers is shown below.

52

STEEL & TUBE ANNUAL REPORT 2020

Provision for impairment
At 30 June 2020 an impairment provision of $2.4m (2019: $1.9m) was held.

The expected credit loss allowance provision has been determined as follows:

As at 30 June 2020

Current

Within 1

Month

1 - 2

Months

2-3

Months

Beyond 3

MonthsTotal


$000$000$000$000$000$000

Gross carrying amount 56,844 2,125 548 1,196 2,277 62 ,990

Baseline/Aging 196 230 33 127 1,822 2,408

Region 3 - - 1 4 8

Sector 4 - 1 1 6 12

Expected credit loss allowance 203 230 34 129 1,832 2,428

As at 30 June 2019 Current

Within 1

Month

1 - 2

Months

2-3

Months

Beyond 3

MonthsTotal

 $000 $000 $000 $000 $000 $000

Gross carrying amount 68,845 3,715 1,053 585 3,045 7 7, 2 4 3

Baseline/Aging 238 63 51 18 1,565 1,9 3 5

Region 2 - - - 2 4

Sector 3 1 1 - 2 7

Expected credit loss allowance 243 64 52 18 1,569 1,94 6

Movements in the provision for impairment for the year ended 30 June 2020, are as follows:

Provision for impairment

20202019

$000 $000

Provision as at 1 July1,9462,98 0

Adjustment on adoption of NZ IFRS 9

-857

Restated as at 1 July1,9463,837

Recognised 2,524 872

Utilisation of provision/bad debts recovered

(2,042)(2,763)

Provision as at 30 June

2,428 1,94 6

The Group is exposed to the risk of customers being unable to pay their debts as they fall due. The maximum

exposure is the total value of these balances. Customers who trade on credit terms are subject to credit

verification procedures and credit limits are set for each customer. The Group’s credit policy is monitored

regularly. In some circumstances security over assets may be obtained from Trade receivables to mitigate the

risk of default. There are no significant concentrations of credit risk in the current or prior years.

The Group also has credit risk in respect of financial institutions that hold the Group’s cash. These institutions

have credit ratings of AA-.

NOTES – SECTION B


WORKING CAPITAL

53

B3: TRADE AND OTHER PAYABLES
Trade and other payables comprise $39.1m (2019: $41.1m) payable within a year and $nil (2019: $1.8m) payable

beyond 12 months.

Trade and other payables ($000s)

Lease incentives (Non-Current)

Employee benefits

Accrued expenses

Trade payables

28,572

5,918

4,615

2020

Current: $39,105

Non current: -

32,145

3,657

5,277

1,835

2019

Current: $41,079

Non current: $1,835

The carrying amounts of the above items are equivalent to their fair values. Trade payables denominated in a

foreign currency are not material either in the current or comparative year.

The Group has adopted NZ IFRS 16 Leases in the current financial year, which replaces the previous requirement

to recognise lease incentive payables separately under NZ IAS 17. The lease incentive payable was restated

applying the new standard as at 1 July 2019 and the cumulative impact has been adjusted through retained

earnings and as such no comparative information has been restated.

54

STEEL & TUBE ANNUAL REPORT 2020

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

SECTION C - FIXED CAPITAL

This section includes details of the Group's long term assets including tangible and intangible assets and related capital

commitments.

C1: PROPERTY, PLANT AND EQUIPMENT

Key policy:

Plant and equipment are stated at cost less accumulated depreciation with the exception of land and

buildings and capital work in progress. Land and buildings are stated at fair value, and capital work in

progress is stated at cost less impairment. Assets are tested annually for indicators of impairment and

adjusted if required.

Depreciation is charged on a straight-line basis over the estimated useful lives of the assets, with the

exception of land and capital work in progress, which are not depreciated. This allocates the cost or fair

value amount of an asset, less any residual value, over its estimated remaining useful life. The residual

values and useful lives are reviewed annually.

The estimated useful lives are as follows:

Buildings 50 years

Plant, machinery and motor vehicles 3 - 20 years

Furniture, fittings and equipment 2 - 10 years

Land and buildings are recognised at fair value based on valuations by external independent valuers,

less subsequent depreciation for buildings. Valuations are undertaken when there is evidence that the

carrying value of the property is materially different to fair value. A revaluation surplus is credited to

other reserves in shareholder's equity.

Gains and losses on disposals are determined by comparing proceeds with carrying amount and are

included in profit or loss. When revalued assets are sold, it is the Group's policy to transfer any amounts

included in other reserves in respect of those assets to retained earnings.

KEY POLICY

NOTES – SECTION C


FIXED CAPITAL

55

COVID-19 impact
Following the impact of COVID-19, the Group has undertaken a review of the business operating model and


decided to accelerate changes to the Group’s property network, in line with its longer term network strategy.

This has resulted in the decision to close and merge a number of sites. Accordingly, the Group has identified

potential impairment indicators over property, plant and equipment impacted by these immediate site changes.

Property, Plant & Equipment Impairment – Key Judgement

Following the Group's decision to exit or downsize certain sites and the forecast recessionary economic

environment, the carrying value of all assets for each site identified has been specifically assessed for

impairment at balance date. The main categories of the property, plant and equipment for the identified

sites consist of plant, machinery, furniture and fittings.

Management has undertaken an assessment to determine the recoverable value of these assets,

considering the current market conditions and determined its best estimate of the recoverable value of

these assets on the basis of fair value less cost of disposal (FVLCD) in accordance with NZ IAS 36.

For assets identified to be retained upon site exit and as part of continuing use within the Group's

operations, Management has assessed the recoverable value to be equivalent to its carrying amount

given the asset’s continuing use in generating future economic benefits within its current operations.

For assets that are site specific and have no readily available alternative use upon site exit, the carrying

value has been impaired to the estimated fair value, where the amount is lower than carrying value.

The FVLCD is based on Management's judgement of expected realisable values from disposing and/or

selling the assets, supported by estimated market quotes from external plant and machinery valuers with

specialist knowledge of these assets. Judgements in determining the FVLCD have been made based on

unobservable inputs (as described by NZ IFRS 13 Fair value) and are therefore classified as level 3 in the fair

value hierarchy.

Based on the assessment performed, the Group has recognised an impairment of property, plant and

equipment of $1.5m as at 30 June 2020 (30 June 2019:$nil).

KEY JUDGEMENT

56

STEEL–&–TUBE ANNUAL REPORT 2020

Land &
buildings

at fair value

Plant,

machinery

& vehicles

at cost

Furniture,

fittings &

equipment

at costTotal

$000 $000 $000 $000

2020

Opening cost14,273 88,804 18,454 121,531

Opening accumulated depreciation

(14)(53,6 45)(15,838)(69,497)

Opening net book value14,259 3 5 ,159 2 , 616 52,034

Additions - 3,171 1,295 4,466

Land and building revaluations:

Decrease to revaluation reserve(1,6 4 6) - - (1,6 4 6)

Disposals(5,763)(8 2 6)(8 6)(6,675)

Impairments

- (1,478)(30)(1, 508)

Transfer to assets held for sale(95 0)--(95 0)

Depreciation

(3 9)(3, 501)(1,172)(4, 7 1 2)

Closing net book value

5,861 32,525 2,623 41,009

Comprised of:

Cost or fair value5,900 85,752 18,794 110,446

Accumulated depreciation

(3 9)(53, 227)(16,171)(69,4 3 7)

Property, plant and equipment

5,861 32,525 2,623 41,009

2019

Opening cost15,375 85,885 18,301 119, 5 61

Opening accumulated depreciation

- (51,838)(14,984)(6 6,8 2 2)

Opening net book value15,375 34,047 3,317 52,739

Additions - 4,359 663 5,022

Land and building revaluations:

Decrease to revaluation reserve(94 0)- - (94 0)

Disposals - (97)(26)(123)

Depreciation

(176)(3,150)(1,338)(4,6 6 4)

Closing net book value

14,259 35,159 2,616 52,034

Comprised of:

Cost or fair value14,273 88,804 18,454 121,531

Accumulated depreciation

(14)(53,645)(15,838)(69,497)

Property, plant and equipment

14,259 35,159 2,616 52,034

Included within the plant, property and equipment categories is capital work in progress totalling $1.0m (2019:

$2.1m). Capital work in progress was tested for indicators of impairment. No impairment indicators were

identified.

At 30 June 2020 had land and buildings been carried at historical cost less accumulated depreciation their

carrying amount would have been approximately $1.0m (2019: $8.5m).


NOTES – SECTION C


FIXED CAPITAL

57

Valuation of land and buildings:
The Group undertook a fair value assessment of land and buildings owned by the Group at 30 June 2020. The

fair value of these land and buildings was determined based on the market comparable approach that reflects

transaction prices for similar properties adjusted for identifiable differences. The valuations were prepared by

independent and qualified registered valuers and are based on relevant general and economic factors such as

land use, economic conditions, zoning and location, quality and condition, recent sales, leasing transactions

of comparable properties, and any expected remedial costs. They are categorised as Level 3 of the fair value

hierarchy as unobservable inputs (as described in NZ IFRS 13).

The significant unobservable inputs are described in section E8.

The previous independent valuation of these land and buildings was performed in June 2019.


C2: INTANGIBLES

Goodwill

Software &

LicencesOtherTotal

$000 $000 $000 $000

2020

Opening cost4 7,17 1 26,778 2,522 76,471

Opening accumulated amortisation - (5, 503)(1,919)( 7, 4 2 2)

Opening accumulated impairment

(10,10 0)(2,027) - (12 ,127)

Opening net book value3 7, 0 7 1 19, 24 8 603 56,922

Additions - 3,651 -3,651

Amortisation charge

- (2,510)(106)(2 , 616)

Impairment

(3 7, 0 7 1)(9,000) - (46,071)

Closing net book value

- 11, 3 8 9 497 11, 8 8 6

Comprised of:

Cost4 7,17 1 30,429 2,522 8 0 ,12 2

Accumulated amortisation

- (8,013)(2,025)(10,038)

Accumulated impairment

(4 7,1 7 1)(11,027) - (58,198)

Closing net book value

- 11,389 497 11,886

2019

Opening cost4 7,1 7 1 24,832 2,522 74, 5 2 5

Opening accumulated amortisation

- (3,262)(1,7 13)(4,9 7 5)

Opening accumulated impairment

(10,100) (2,027)-(12,127)

Opening net book value

3 7, 0 7 1 19, 5 4 3 809 5 7, 4 2 3

Additions

- 2,125 -2,125

Amortisation charge

-

(2,420)(206)(2,626)

Closing net book value

3 7, 0 7 1 19, 24 8 603 5 6 ,9 2 2

Comprised of:

Cost

4 7,1 7 1 26,778 2,522 76,47 1

Accumulated amortisation - (5,503)(1,9 19)( 7, 4 2 2)

Accumulated impairment

(10,100)(2,027) - (12,127)

3 7, 0 7 1 19, 24 8 603 5 6 ,9 2 2

58

STEEL & TUBE ANNUAL REPORT 2020

Included within the intangibles categories is capital work in progress totalling $1.3m (2019: $2.6m). Other
intangibles comprises customer relationships and customer contracts arising from business combinations.

Goodwill is recognised on a business combination and represents the excess of the acquisition cost over

the fair value of the acquired net assets. Goodwill is allocated to cash-generating units, tested annually for

impairment, or more frequently if events or circumstances indicate it may be impaired, and is carried at cost

less accumulated impairment losses.

Computer software and licences are capitalised on the basis of costs incurred to acquire and use the specific

licences and are amortised on a straight-line basis over their estimated useful lives of 3 to 10 years. Computer

software and licence amortisation charges are included in other operating expenses.

Customer relationships and customer contracts are capitalised at fair value on acquisition date and are

amortised on a straight-line basis over their estimated useful lives of 10 and 2 years respectively. Amortisation

charges are included in other operating expenses.

Costs associated with maintaining software programmes are recognised as an expense as incurred.

Development costs that are directly attributable to the design and testing of identifiable and unique software

products controlled by the Company are recognised as intangible assets when the following criteria are met:

-   it is technically feasible to complete the software so that it will be available for use

-   management intends to complete the software and use it

-   there is an ability to use the software

-   it can be demonstrated how the software will generate probable future economic benefits

-   adequate technical, financial and other resources to complete the development and to use or sell the

software are available, and

-   the expenditure attributable to the software during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the software include employee costs and an

appropriate portion of relevant overheads.

Capitalised development costs are recorded as intangible assets and amortised from the point at which the

asset is ready for use.

KEY POLICY

NOTES – SECTION C


FIXED CAPITAL

59

Key Judgement – Intangible Assets
Following the impact of COVID-19 the Group has undertaken a review of the business and accelerated

plans to increase its investment in Digital technology. This investment will include the integration of

additional software applications, as well as the development of new or enhanced ERP functionality which

are anticipated to predominately benefit the Group’s Distribution CGU. This investment is required in

response to the current commercial and economic environment, and to ensure that it has the appropriate

Digital technology platform to support the move to a service model that combines ease of access and

customer service.

This investment in Digital technology will supersede some of the existing functionality within certain

software assets held for use by the business, which has resulted in an indicator of impairment being

identified for those assets as at 30 June 2020. However, as these software assets do not generate their

own stand-alone cash flows, the assessment for impairment was completed as part of the Group’s year-

end CGU impairment assessments as outlined in further detail below.

The output from the year-end CGU impairment assessments has resulted in an impairment of $9.0m of the

Group’s software intangible assets within the Distribution CGU as at 30 June 2020. Further detail on the

CGU impairment assessment, and the allocation to the Group’s software intangible assets, is provided in

the Key Judgement – Impairment testing of non-financial assets below.

Key Judgement – Impairment testing of non-financial assets

NZ IAS 36 Impairment of Assets (“NZ IAS 36”) requires the Group to assess at the end of each reporting

period for any indicators of impairment and also to test the recoverable amount of the Group’s assets

against its carrying value to assess whether there is any indication that an asset may be impaired. The

recoverable amount is the higher of an asset’s fair value less costs of disposal (“FVLCD”) and value-in-use

(“VIU”).

For the purpose of assessing impairment, assets are grouped in the smallest identifiable group of assets

that generates cash inflows that are largely independent of the cash inflows from other assets or groups

of assets (“cash generating unit” or “CGU”), which as at 30 June 2020 were identified as being Distribution,

Reinforcing/CFDL and Roll Forming.

As at 30 June 2020, and following business operational changes, the previous Manufacturing Supplies

Limited CGU is now considered to form part of the Distribution CGU, and the previous Composite Floor

Decks Limited (“CFDL”) and Hurricane Wire Products CGUs are now considered to form part of the

Reinforcing/CFDL CGU. The identification of CGUs and operating segments as at 30 June 2020 has been

performed in line with the respective guidance contained in NZ IAS 36 and NZ IFRS 8 Operating Segments

(“NZ IFRS 8”), and is reflective of how these previous stand-alone CGUs engage in business activities as

part of the integrated CGUs, including how the Group makes decisions about resource allocation and how

it reviews operating results and assesses performance.

As at 30 June 2020 the Group identified indicators of impairment being the accelerated investment in

digital technologies, adverse trading conditions experienced by the Group and the forecast economic

recession due to the impacts of the COVID-19 pandemic, in combination with the gap between the

Group’s net book value of assets and its market capitalisation value at 30 June 2020. Whilst the Board

does not consider these adverse trading conditions to be indicative of the medium to long term trading

expectations, the reduced profitability in FY20 and forecast for FY21 results in an indicator of impairment

at 30 June 2020. As a result the Group has undertaken an internal valuation to compare the current

carrying value of each CGU against their recoverable amount. The Group first considered any indicators of

impairment at the individual asset level, and then subsequently completed VIU and FVLCD calculations for

each cash generating unit (CGU).

KEY JUDGEMENT

KEY JUDGEMENT

60

STEEL & TUBE ANNUAL REPORT 2020

KEY JUDGEMENT
A VIU calculation is a valuation based on forecast cash flows. These forecast cash flows are discounted

back to present value to estimate a value for the individual CGU. The FVLCD calculations used the same

level 3 inputs as the VIU calculations (as summarised in the table below), with the Distribution CGU

impairment assessment also incorporating a partial realisation of expected cash flow benefits from a sub-

set of planned Digital projects, as outlined further below. The inputs into the FVLCD calculations have

been determined using level 3 in terms of the fair value hierarchies in NZ IFRS 13.

The Group has considered the recoverable amount of each CGU, using the higher of its FVLCD and VIU,

with the FVLCD discounted cash flow method showing the higher headroom between the recoverable

amount and carrying value. If the recoverable amount exceeds the carrying value of the assets within the

CGU no impairment is recognised. An impairment loss is recognised for any excess of the carrying value of

an asset or cash-generating unit over its recoverable amount and is charged to profit or loss.

A number of judgements have been made in respect to the assumptions used in the valuations. The key

assumptions are summarised below:

ASSUMPTIONSReinforcing/CFDL


2020

Roll Forming


2020

Distribution


2020

Group


2019

Discount Rate (post tax)10.2%9.9 %8.5%7.9 % - 9. 6%

5-Year Forecast Period

Revenue Growth Rate

5.4%-12.0% (4.5%)-11.3%(8.8%)-10.3%2.6%-2.9%

Terminal Growth Rate2.00%2.00%2.00%1.50%

The Group engaged an independent expert to assess the Group’s post-tax weighted average cost of

capital and an appropriate risk premium to be applied to smaller CGU’s. These post-tax discount rates

were applied to post-tax cash flows.

The Board approved budget was used for the FY21 period with the forecast period growth rates applied

over the 5 year forecast period. The forecast cash flows assume the economy is in recession for the year

ending 30 June 2021 before starting to return to modest growth in FY22 and beyond, and therefore the

Group has forecast a reduction in market demand for most products in FY21 due to the forecast recession,

with a progressive return to pre-COVID 19 market conditions by FY25 with varying growth rates over

FY22-FY24 as activity rebounds. The Group has utilised sector specific external economic forecasts to

support post FY21 cash flow growth rates. The Terminal Growth rate applied is consistent with mid-point

of the target inflation band for the Reserve Bank of New Zealand.

The Group has also included the impact of the expected future cash flows from the accelerated

restructure of the Group’s branch network as outlined in Note C5, as well as other performance

improvement projects included as part of the Board approved FY21 budget, and has allocated these to the

individual CGUs where applicable. The Group is committed to these actions and has already commenced

implementation as at 30 June 2020.

Furthermore, following the impact of COVID-19 the Group has undertaken a review of the business

and accelerated plans to increase its investment in Digital technology. This investment includes the

integration of additional Digital software applications, as well as the development of new or enhanced

ERP functionality which are anticipated to predominately benefit the Group’s Distribution CGU. The

Distribution CGU impairment assessment has only incorporated a partial realisation of the expected cash

flow benefits from a sub-set of the planned Digital projects, with benefits from a number of projects being

excluded from the CGU forecast cash flows based on progress-to-date as at 30 June 2020. The level of

future cash flow benefits obtained from this increased investment in Digital technology, along with the

Group’s other in progress sales margin improvement programmes incorporated into the Board approved

FY21 budget, are a key driver of the operating gross margin forecasts included in the Distribution CGU

forecast cash flows, which is a key sensitivity for CGU impairment assessments.

All forecast cash flows included in the FVLCD calculations as at 30 June 2020 were considered to


meet the requirements of NZ IAS 36 Impairment of Assets (NZ IAS 36) and NZ IFRS 13 Fair Value

Measurement (NZ IFRS 13).

NOTES – SECTION C


FIXED CAPITAL

61

KEY JUDGEMENT
The increased level of uncertainty created by COVID-19 makes accurately forecasting the future

challenging, and therefore a range of different scenarios for the forecast cash flows were considered by

Management in assessing the recoverable amount of the individual CGUs, showing a range of potential

outcomes. Management has considered the most likely outcome within the range of scenarios prepared

using information obtained from external economic forecasts, feedback from customers, analysis of the

Group’s current pipeline of work and other competitive dynamics. It is the considered view of the Board

that the forecast market assumptions and resulting scenario range are reasonable and supportable based

on the information considered by Management and their understanding of the New Zealand market.

The results of the assessment of impairment testing calculations for the CGUs are most sensitive to the

discount rate and the terminal growth rate. The forecast revenue growth over the FY21-FY25 period, as

well as the Group’s required levels of working capital, are also important as these support the cash flow

element of the terminal value calculation. Additionally for the Distribution CGU the improved operating

margins including partial realisation of the expected benefits from the Group’s investment in Digital

technology is also a key sensitivity.

On this basis Management has concluded that a probability weighted scenario using a range of scenarios

prepared is most appropriate, with the FVLCD discounted cash flow method showing the higher

headroom between the recoverable amount and carrying value. The probability weighted scenario

indicates that the recoverable amount is greater than the carrying value of the CGU for the Reinforcing/

CFDL and Roll Forming CGUs by approximately $9.3 million and $9.6 million respectively. In respect of

the Distribution CGU, based on the assumptions described above, including consideration of the impact

of accelerating the digital investment strategy and only allowing for partial realisation of the expected

benefits at this time (due to early stage implementation), the recoverable amount is $9.0m lower than the

current carrying value. Accordingly, an impairment of $9.0m has been recognised for software intangible

assets within the Distribution CGU as at 30 June 2020.

As outlined in the Key Judgement – Intangible assets section, the recoverable value of the Group’s

software intangible assets are required to be assessed as part of the CGU impairment assessments and

a specific indicator of impairment was identified for the Group’s software Intangible assets as at 30 June

2020 as a result of the accelerated investment in Digital technology. Therefore the identified impairment

in the Distribution CGU was allocated to the Group’s software Intangible assets as at 30 June 2020. All

other significant assets held by the Distribution CGU (including Inventory, Trade Receivables, Property,

Plant & Equipment and Right-of-Use leased assets) have been assessed for impairment at the individual

asset level where indicators of impairment were identified and were deemed to be held at their expected

recoverable value as at 30 June 2020.

The projected cash flows over the forecast period, and the probability-weighted expectations,

incorporate forward looking assumptions around the market and the timing and execution of business

strategy which could be affected by other factors not currently foreseeable by the Group or beyond its

control. Should this occur, a further assessment for any impairment may be required.

The following summarises the effect of a reasonably possible change in the key assumptions for the CGUs

with all other assumptions remaining constant:

62

STEEL & TUBE ANNUAL REPORT 2020

KEY JUDGEMENT
Reinforcing/CFDLRoll FormingDistribution

50 basis points reduction in terminal

growth rate

Decrease in

recoverable value

of $2.2m

Decrease in

recoverable value

of $2.3m

Decrease in

recoverable value

of $5.7m

Increasing the discount rate (post-tax)

by 50 basis points

Decrease in

recoverable value

of $2.8m

Decrease in

recoverable value

of $3.0m

Decrease in

recoverable value

of $7.1m

% reduction required in the expected

level of terminal free cash flows to

eliminate the excess of the recoverable

amount over the carrying amount

28%28%-

+/- 1% gross margin in the terminal

cash flows

Impact on

recoverable value

of +/- $6.2m

Impact on

recoverable value

of +/- $8.7m

Impact on

recoverable value

of +/- $24.6m

The Group also compared the net book value of assets with its market capitalisation value at 30 June 2020.

This market capitalisation value excludes any control premium and may not reflect the value of 100% of

the Group’s net assets.

As noted above, prior to the impairment assessments being performed at the individual CGU levels, the

Group identified impairments at the individual asset level in respect of Property, Plant & Equipment and

Right-of-Use Leased Assets. Further disclosure in respect of these impairments for the year ended 30 June

2020 has been provided in Notes C1 and C5 respectively.

Impairment Testing Disclosure Presented in the 31 December 2019 Interim Financial Statements

As part of its assessment for impairment at 31 December 2019, the Group concluded that the carrying value of

Goodwill was fully impaired as a result of the reduced profitability and adverse trading conditions it experienced

in the six month period ended 31 December 2019, including reduced vertical construction work and a contraction

in the stainless steel market. This has resulted in a Goodwill impairment charge of $37.1m being recognised in the

Impairment of intangibles line in the Statement of Profit or Loss and Other Comprehensive Income for the year

ended 30 June 2020. The disclosures presented in the Group’s 31 December 2019 Interim Financial Statements in

respect of this impairment of Goodwill are set out below.

NZ IAS 36 Impairment of Assets requires the Group to regularly assess for any indicators of impairment and

test the recoverable amount of Goodwill against its carrying value at least annually. As at 31 December 2019 the

Group identified an indicator of impairment and as part of preparing the interim financial statements, undertook

an internal valuation to compare the current carrying value of the Group’s assets including Goodwill against their

recoverable amount.

The recoverable amount is the higher of an asset’s fair value less costs of disposal (“FVLCD”) and value-in-use

(“VIU”). For the purpose of assessing impairment, assets are grouped in the smallest identifiable group of assets

that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets

(“cash generating unit” or “CGU”).

The Group considered the VIU and FVLCD for each cash generating unit (CGU). A value-in-use (VIU) calculation

is a valuation based on forecast cash flows. These cash flows are discounted back to present value to estimate

a value for the CGU. The Group first considered the recoverable amount of each CGU, using the higher of

its FVLCD and VIU. If the recoverable amount exceeds the carrying value of the assets within the CGU no

impairment is recognised. An impairment loss is recognised for any excess of the carrying value of an asset or

cash-generating unit over its recoverable amount and is charged to profit or loss. In addition to the assessments

performed at the CGU level, the Group also subsequently considered the VIU for the Group as a whole as there

was an identified indicator of impairment at the Group.

NOTES – SECTION C


FIXED CAPITAL

63

A number of judgements were made in respect to the assumptions used in the valuations. The key assumptions
used in the valuations as at 31 December 2019 are summarised below:

December 2019June 2019

Assumption

Discount Rate (post tax)7.8%-9.6%7.9%-9.6%

Discount Rate (pre tax)10.1%-13.4%11.0%-13.4%

Terminal Growth Rate2.00%1.50%

Forecast Period5 years5 years

Forecast Period Revenue Growth Rate1.9 %-2 . 3 %2.6%-2.9%

A range of forecast cash flow scenarios were considered by Management for the VIU calculations, first at

the CGU level and then subsequently on a Group wide basis, utilising the latest Group forecast. In addition

to the above forecast period cash flow growth rate, the Group included cash flows from ongoing network

consolidation and other performance improvement projects, and allocated these to the individual CGUs where

applicable. The Group was committed to these projects and had already commenced implementation as at 31

December 2019. However the forecast cash flows exclude certain other expected benefits from projects not

deemed to be sufficiently progressed as at 31 December 2019.

Management considered the most likely outcome within the range of scenarios prepared for the VIU

calculations at the CGU level when assessing whether any impairment existed at the CGU level. The Group also

considered whether the fair value less costs of disposal of the non-Goodwill assets in CGUs without Goodwill

would be greater than their carrying value.

The Group also considered the recoverable amount at the Group level based on the higher of its calculated VIU

and FVLCD. In the six month period ended 31 December 2019 the Group experienced adverse trading conditions,

including reduced vertical construction work and a contraction in the stainless steel market. Whilst the Board does

not consider these adverse trading conditions to be indicative of the medium to long term trading expectations,

the reduced profitability in the six months ended 31 December 2019 had an impact on the assessment of the most

likely outcome within the range of VIU scenarios prepared and the Group’s calculation of FVLCD.

After assessing a range of scenarios, the Board concluded that the VIU recoverable amount was lower than its

carrying value and the carrying value of Goodwill was impaired as at 31 December 2019. The Goodwill impairment

allocated to each CGU was as follows:

Manufacturing

Suppliers

Limited

Hurricane Wire

Products

Roofing

Products

Composite

Floor Decks

LimitedTotal

$000$000$000$000$000

Carrying Value of Goodwill at 30 June 201915,6025,7104,04611,7133 7, 0 7 1

Impairment recognised in Profit & Loss(15,602)(5,7 10)(4,0 4 6)(11,7 13)(3 7, 0 7 1)

Carrying Value of Goodwill at 31 December

2019 and 30 June 2020

-----

This resulted in a Goodwill impairment charge of $37.1m being recognised in the Impairment of intangibles line in

the Statement of Profit or Loss and Other Comprehensive Income as at 31 December 2019 and 30 June 2020.

In respect of the impairment assessment performed by the Group at 30 June 2019, the following summarises

the effect of a change in the key assumptions for the Group on those impairment assessments with all other

assumptions remaining constant:

- Applying a 2.0% terminal growth rate, in line with long-term New Zealand inflation forecasts, would have

increased the available headroom by approximately $15.3m;

- Incorporating a 6.5% reduction in the expected level of terminal EBIT in the forecast cash flows would have

resulted in the elimination of the excess of the recoverable amount over the carrying amount;

- Increasing the Discount Rate (pre-tax) by 50 basis points would have resulted in the elimination of the excess of

the recoverable amount over the carrying amount.

64

STEELffi&ffiTUBE ANNUAL REPORT 2020

C3: COMMITMENTS
Capital commitments

The Group has contractual commitments of $0.3m (2019: $0.5m) for the purchase of plant and equipment.

C4: ASSETS HELD FOR SALE

Non-current assets are classified as assets held for sale and carried at the lower of carrying amount and

fair value less costs to sell if their carrying amount is recovered principally through a sale transaction

rather than through continuing use. The assets are not depreciated or amortised while they are

classified as held for sale. Any impairment loss on initial classification and subsequent measurement is

recognised as an expense. Any subsequent increase in fair value less costs to sell (not exceeding the

accumulated impairment loss that has been previously recognised) is recognised in profit or loss.

KEY POLICY

As a result of COVID-19, the Group has undertaken a review of the business and decided to accelerate changes

to the Group’s property network, in line with its longer term network strategy. This resulted in a decision by the

Board to close and merge a number of sites, including selling one of the Group's owned properties at Parkinson

Street, Gisborne. The Distribution business previously operating at the Gisborne site has now been consolidated

into the Group's existing property network.

On 30 June 2020, the Group entered into a conditional agreement to sell the property at Parkinson Street,

Gisborne for approximately $1.4m net of expected sales costs, with settlement received on 31 July 2020.

Management consider this to be a sale of individual assets, therefore the property and its related assets have

been classified as assets held for sale and not a discontinued operation. The property, plant and equipment

related to the Gisborne site have been measured at carrying value and presented as held for sale.

Carrying value

at 30 June 2020

$000

Property, plant and equipment held for sale950

To t a l950

NOTES – SECTION C


FIXED CAPITAL

65

Key Judgements – Adoption of NZ IFRS 16 Leases
The Group adopted NZ IFRS 16 Leases on 1 July 2019. On adoption of NZ IFRS 16 Leases there were a number

of key judgements required. These include:

- Assessing whether a contract conveys the right to control the use of an identified asset;

- Determining the lease term, including when any rights of renewal or termination are reasonably certain

to be exercised;

- The calculation of minimum contractual lease payments; and

- The calculation of the discount rate applicable to each lease.

The assessment of the lease term is reviewed if a significant event or a significant change in circumstances

occurs which affects this assessment and that is within the control of the Group.

Right-of-use assets

To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses

whether:

– the contract involves the use of an identified asset;

– whether the Group has the right to obtain substantially all of the economic benefits from use of the asset

over the contract term;

– whether the Group has the right to direct the use of the asset.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability

adjusted for any direct costs incurred or lease payments made at or before the commencement date, less

any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement

date to the end of the lease term. In addition, the right-of-use asset is periodically assessed for impairment

losses and adjusted for certain re-measurements of the lease liability.

Lease liabilities

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily

determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing

rate as the discount rate, with adjustments for the term of the lease.

Lease payments included in the measurement of the lease liability comprise:

– Fixed payments;

– Variable lease payments that depend on an index or rate measured using the index or rate as at the

commencement date;

– Lease payments in an optional renewal period if the Group is reasonably certain to exercise the renewal

option.

The lease liability is measured at amortised cost using the effective interest method. It is re-measured when

there is a change in future lease payments arising from a rent review or the change in an index or rate, or if

the Group changes its assessment of whether it will exercise a purchase or extension option. When the lease

liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-

of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced

to zero.

C5: NZ IFRS 16 LEASES

KEY JUDGEMENT

66

STEEL–&–TUBE ANNUAL REPORT 2020

COVID-19 Impact
The Group had to cease all business operations during Alert Level 4, except where needed to supply essential

businesses in New Zealand. As such, the Group engaged in negotiations with landlords for rent concessions

during the lockdown period. Total COVID-19 related rent concessions recognised as at 30 June 2020 were $0.9m.

Given this was a one-off rent concession, no further adjustment has been made to the right-of-use assets and

lease liabilities.

On 28 May 2020, the IASB issued a guidance on the recognition of the rent credits relating to COVID-19. For rent

credits received in relation to lease agreements with "no access in emergency" clause, these are to be recognised

as a reduction to operating expenditure in the Statement of Profit or Loss and Other Comprehensive Income.

Rent credits received without a pre-existing clause are required to be recognised separately as other income, of

which the Group has recognised $0.3m for rent credits.

Following the impact of COVID-19, the Group accelerated changes to the Group’s property network.

Accordingly, the Group has exited or has commenced actions to exit a number of leased sites. This has resulted in

an indicator of impairment on the respective right-of-use leased assets for these sites.

The Group has also undertaken reassessment of lease liabilities where it has decided not to exercise a right

of renewal following COVID-19. A reassessment of liability has arisen due to a change in assumption from NZ

IFRS 16 Leases transition date where the Group assumed a right of renewal. NZ IFRS 16 Leases states that upon

reassessment, a lease liability is required to be re-measured using revised Incremental Borrowing Rates (“IBR”) at

the point of reassessment. Accordingly, the Group has used revised IBR rates to reassess these lease liabilities.



KEY JUDGEMENT

Key Judgement - Impairment of Right-of-Use Assets

The Group has assessed the impairment of right-of-use assets based on its ability to recover any value via

potential sub-lease arrangements.

For sites that the Group has committed to exit which currently have shorter term leases of less than 3 years,

Management has assessed that there is a low probability of securing a sub-lease due to the short term

nature of the remaining lease term and the forecast economic recession from the impacts of the COVID-19

pandemic. On this basis, the Group has fully impaired the carrying amount of right-of-use assets for the

portion of sites exited which have shorter term leases.

For sites with longer term leases (> 3 years) where the Group has committed to downsize existing operations,

the recoverability of these right-of-use assets has considered the market for sub-leasing the vacated portion

when assessing impairment.

Based on the current market outlook and advice received from independent property valuers, the Group has

applied the following key assumptions for sub-lease income as at 30 June 2020:

Sub-lease assumptions – impairment assessment

Lease term start dateDue to the impact of COVID-19, Management has assessed that it may take up to 18

months to secure a sub-lease tenant.

Lease term periodFor longer term leases (> 3 years), Management has assumed that it is unlikely to

secure a sub-lease tenant for the full remaining lease term. Accordingly a further

period of 18 months has been allowed for which no sub-lease income will be

earned. This also allows for potential breaks between tenancies.

Lease incomeThe recovery of head lease rent expense is based on advice from property valuers.

Total sublease income for each property has been calculated on a present value

basis after allowing for an annual CPI adjustment of 1.5% and cash outflows for

costs incurred to sublease the property.

Based on the calculations and assumptions outlined above, the Group has recognised an impairment (after

adjusting for forecast sub-lease income) of $4.3m on its right of use assets as at 30 June 2020.

NOTES – SECTION C


FIXED CAPITAL

67

Impact of NZ IFRS 16 Leases adoption
On transition as at 1 July 2019, the impact on the Balance Sheet was:

• ● an increase in total assets of $109m;

• ● an increase in total liabilities of $119m; and

• ● a decrease in retained earnings of $10m.

The weighted average discount rate applied to the lease liabilities on 1 July 2019 was 4.93%

The impact of the adoption of NZ IFRS 16 on the Balance Sheet as at 1 July 2019 is set out below:

Reported

30 June 2019

Adoption of

NZ IFRS 16

Restated

1 July 2019

$000$000$000

Current assets

Cash and cash equivalents9,010-9,010

Trade and other receivables90,734-90,734

Inventories11 3,96 2-11 3,96 2

Income tax receivable1-1

Derivative assets

120-120


213,827-213,827

Non-current assets

Deferred tax assets3,3803,7967,1 76

Property, plant and equipment52,034-52,034

Right-of-use assets-10 4,95610 4,956

Intangibles

56,9 2 2-56,9 2 2

112,336108,752221,088

Total assets

326,163108,7524 3 4,9 1 5

Current liabilities

Trade and other payables41,079(179)4 0,90 0

Provisions4,221(274)3,947

Short term lease liabilities-13,01313,013

Derivative liabilities

263-263

45,56312,56058,123

Non-current liabilities

Trade and other payables1,835(1,835)-

Long term lease liabilities-108,096108,096

Borrowings24,000-24,000

Provisions

864(307)557

26,69910 5,95 4132,653

Equity

Share capital156,669-156,669

Retained earnings94,142(9,76 2)84,380

Other reserves

3,090-3,090

2 5 3,901(9,76 2)244,139

Total equity and liabilities

326,163108,7524 3 4,9 1 5

68

STEEL & TUBE ANNUAL REPORT 2020

Reconciliation of lease commitments to lease liabilities
2019

$000

Operating lease commitments disclosed as at 30 June 2019138,523

Discounted at the date of initial application100,847

Add: Value of future lease options expected to be exercised at the date of initial application

20,262

Lease liability recognised as at 1 July 2019

121,109

The below outlines the recognised right-of-use assets and corresponding lease liabilities by the Group as at


30 June 2020:

Properties

$000

Motor Vehicles

$000

Equipment

$000

Total

$000

Right-of-use asset at adoption date 1 July 2019 100,262 4,694 - 104,956

Additions to right-of-use assets1,9 0 53319443,180

Depreciation(11,247)(1,793)(91)(13,131)

Reassessments(3, 368) - - (3, 368)

Impairment loss recognised(4, 5 5 1) - - (4, 5 5 1)

Total right-of-use assets at 30 June 2020  83,001 3,232 853 87,086

Lease liability maturity analysis

2020

$000

Between 0 to 1 year 12,647

Between 1 to 5 years40,327

More than 5 years

54,733

Lease liabilities as lessee

107,707

Impact of NZ IFRS 16 Leases on the statement of cash flows at 30 June 2020

The adoption of NZ IFRS 16 Leases has resulted in the reclassification of cash flows from lease arrangements.

Cash outflows from leases for the year ended 30 June 2020 are detailed below. For the year ended 30 June 2019

the equivalent cash outflows were included in the cash flows from operating activities as payments to suppliers

and employees.

For the year ended 30 June 2020

Total

$000

Interest payments on leases (operating activities)5,590

Payments for leases (financing activities)13,031

Total cash outflows from leases18,621

NOTES – SECTION C


FIXED CAPITAL

69

This section includes details of the Group’s cash, borrowings and capital reserves which provide funds for current and
future activities.

D1: BORROWINGS

20202019

$000 $000

Bank loans

10,00024,000

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2020

SECTION D – FUNDING

COVID-19 IMPACT

In April 2020, due to the impact of COVID-19, the Group’s banking partners granted a non-compliance waiver

for both the leverage ratio and the interest cover ratio. The waiver is for a relief period up to and including 31

December 2020.

The Group also agreed a variation to its facility agreement in June 2020, which allows the Group to use

alternative measures for covenant reporting for the remainder of the 2021 financial year, with test dates of 31

March 2021 and 30 June 2021. For these test dates, the Group’s banking partners have agreed to assess the

Group’s Working Capital Ratio (Working Capital to Debt) and a Liquidity Test (available funding to be greater than

the principal amount of any financial indebtedness maturing) as alternative covenants.

In May 2020, the Group successfully arranged an extension to the maturity date of the working capital facility to

30 November 2021. The Group currently has in place syndicated committed bank borrowing facilities of $70m,

comprising a $25m Working capital facility (30 June 2020: nil drawn) and a $45m Revolving credit facility (30 June

2020: $10m drawn), both having a maturity date of 30 November 2021. The Working capital facility is expected to

be renewed on an annual basis.

Borrowing facilities arranged with the Group’s banking syndicate can be drawn at any time, subject to meeting

the terms of the Group’s Syndicated Facilities Agreement.

The Group is exposed to interest rate risk through its drawings under the Group’s bank borrowing facilities at

variable interest rates.

During the year ended 30 June 2020, if bank interest rates had been 100 basis points higher/lower with all other

variables held constant, it would change post-tax profit/equity for the year by $0.2m lower/higher (2019: $0.4m).


The Group has committed bank borrowing facilities at balance date of $70m (2019: $70m).

Borrowings are recognised initially at fair value and net of transaction costs incurred. Borrowings are

subsequently stated at amortised cost and any difference between the net proceeds and redemption

value is recognised in profit or loss over the period of the borrowings using the effective interest

method. The movement in borrowings shown in the Statement of Cash Flows is the net of repayments

and drawdowns of borrowings. Borrowings are classified as current liabilities if there is no unconditional

right to defer settlement for greater than 12 months.

The Group is required to comply with certain financial covenants that relate to interest cover, group

coverage and leverage.

KEY POLICY

70

STEEL & TUBE ANNUAL REPORT 2020

NOTES – SECTION D
FUNDING

The Group manages its liquidity risk by maintaining availability of sufficient cash and funding via an adequate amount

of committed bank borrowing facilities. Owing to the nature of the underlying business, the Group aims to maintain

funding flexibility through committed credit lines. The Group monitors actual and forecast cash flows on a regular

basis and rearranges credit facilities where appropriate.

The table below analyses the Group’s financial liabilities and derivative financial instruments into maturity groupings

based on the remaining period from balance date to the contractual maturity date. The amounts disclosed are the

contractual undiscounted cash flows.

Average6 months 6 to 121 to 3Carrying

Interestor lessmonthsyearsTotalValue

rate$000$000$000$000$000

2020

Borrowings4.0%20719810,57310,97810,000

Trade payables & accruals-3 9,10 5--3 9,10 53 9,10 5

Cash flow hedging of derivatives:

Outflow-16,783312-1 7,0 9 517, 0 9 5

Inflow

-(16,6 6 4)(312)-(16,9 76)(16,976)

-119--119119

2019

Borrowings4.1%50248225,39426,37824,000

Trade payables & accruals-40,818--40,81840,818

Cash flow hedging of derivatives:

Outflow-26,0791,096-2 7,1 7 52 7,17 5

Inflow

-(2 5 ,947)(1,085)-( 2 7, 0 3 2)( 2 7, 0 3 2 )

-13211-143143


D2: CASH/NET DEBT RECONCILIATION

Cash and cash

equivalents

Borrowings

repayable

after one yearTotal

$000 $000 $000

Net debt as at 1 July 20199,010(24,000)(14,9 9 0)

Cash flows

8,40814,00022,408

Cash/net debt as at 30 June 2020

17, 418(10,0 0 0)7, 418

Net debt as at 1 July 20185,584(109,935)(104,351)

Cash flows

3,4268 5 ,9 3 589, 3 61

Net debt as at 30 June 2019

9,010(24,000)(14,9 9 0)

71

D3: SHARE CAPITAL
The Group’s capital includes share capital, treasury shares, long term borrowings, reserves and retained earnings.

The objectives for managing capital are to safeguard the Group’s ability to continue as a going concern, to provide

returns and benefits for Shareholders and other stakeholders and to maintain a strong capital base for investor,

creditor and market confidence. The Group may adjust the dividends paid to Shareholders, return capital to

Shareholders, issue new shares or sell assets to maintain or adjust its capital structure.

Capital Structure Policy Targets

The Group’s formal capital structure targets are as follows:

1. Net Debt: EBITDA less than 2.0x

2. Gearing ratio less than 30% - 35%

3. Dividend pay-out of between 60% - 80% of Net Earnings (NPAT) adjusted for any significant non-trading items

There has been no material change in the management of capital during the year.

2020 2019 2020 2019

$000 $000 SharesShares

Fully paid:

Balance at the beginning of the year 156,668 7 7, 8 4 4 165,972,540 90,608,026

Issue of share capital

- 78,824 - 75,364,514

Balance at the end of the year 156,668 156,668 165,972,540 165,972,540

Partly paid:

Balance at the beginning of the year 1 1 25,000 25,000

Transfer to fully paid shares

- ---

Balance at the end of the year 1 1 25,000 25,000

Total balance at the end of the year

156,669156,669 165,997,540165,997,540

The holders of ordinary shares are entitled to receive dividends declared from time to time and to one vote per

share at meetings of the Company. Ordinary shares issued and partly paid as part of the Senior Executives’ Share

Scheme 1993 do not have dividend or voting entitlements until the shares are paid in full but qualify for bonus

and cash issues.

Ordinary shares are classified as equity. Where any controlled entities purchase Company shares that have not

been allocated, the consideration paid and directly attributable costs are deducted from equity and classified as

treasury shares.

Treasury shares

2020 2019 2020 2019

$000 $000 SharesShares

Balance at the beginning of the year 2,896 2,896 972,849 972,849

Purchases - - - -

Used in share schemes

- - - -

Balance at the end of the year

2,896 2,896 972,849 972,849

Treasury shares are unallocated Company shares held by the Trustee of the Executive Share Plan 2003 and are

recognised as a reduction in shareholders’ funds of the Group. There were no Treasury shares purchased during

the year.

72

STEEL & TUBE ANNUAL REPORT 2020

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020

SECTION E – OTHER

This section contains additional notes and disclosures which do not form part of the primary sections but which are

required to comply with financial reporting standards.

• Financial risk management

• Provisions

• Contingent liabilities

• Auditor remuneration

• Related party and share based plans

• Financial instruments

• Financial assets

• Land and buildings

• Subsequent events

• Other accounting policies

E1: FINANCIAL RISK MANAGEMENT

The Group is exposed to financial risk: market risk, credit risk and liquidity risk.

The Group’s Treasury Policy is approved by the Board and is reviewed every three years. The Treasury Policy

establishes principles and risk tolerance levels to guide management in carrying out risk management activities

to minimise potential adverse effects on the financial performance of the Group. Compliance with policy is

monitored and reviewed on a monthly basis.

Detail relevant to the following risks are covered in relevant sections:

Foreign exchange risk (a market risk) Inventories B1

Interest rate risk (a market risk) Borrowings D1

Credit risk Trade & other receivables B2

Liquidity risk Borrowings D1

E2: PROVISIONS

Restructure

provision

Make Good

Provision

Commerce

Commission

Provision

Holiday Pay

ProvisionTotal

$000 $000 $000 $000 $000

Opening balance 45 3,155 1,885 - 5,085

Adjustment on transition to NZ IFRS 16 - (581) - - (581)

Restated as at 1 July45 2,574 1,885 - 4,504

Additions3,049 639 124 750 4,562

Used(7 28)(418) - - (1,14 6)

Closing balance 2,366 2,795 2,009 750 7,9 2 0

Current2,366 1,771 2,009 750 6,896

Non Current - 1,024 - - 1,024

NOTES – SECTION E


OTHER

73

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result
of a past event. This occurs when it is probable that a cost will be incurred to settle the obligation

and a reliable estimate can be made of that obligation. Where material, provisions are determined by

discounting the expected cash flows at a pre-tax rate that reflects current market assessments of the

time value of money. Where discounting is used, the increase in the provision due to the passage of time

is recognised as an expense.

KEY POLICY

The Group has adopted NZ IFRS 16 Leases in the current financial year, which requires management to perform

an impairment assessment over its right-of-use assets in accordance with NZ IAS 36. This replaces the previous

requirement to assess onerous leases under NZ IAS 37. The onerous lease provision was restated applying the

new standard as at 1 July 2019 and the cumulative impact has been adjusted through the retained earnings and as

such no comparative information has been restated.

– Make-good obligations on existing tenanted properties, including Stonedon Drive remediation work agreed

as part of the sale and purchase agreement, estimated at $1.5m. There is additional provision recognised

during the year as a result of the accelerated site exits being part of the Group’s network consolidation

strategy following the impact of COVID-19. Actual payment dates and costs will be known once each lease

reaches its expiry date.

– Restructure Provision. The rationalisation of sites as part of the Group’s network strategy, which has

accelerated following the impact of COVID-19, has resulted in a significant level of redundancies within the

business. The Board has approved the plans for restructuring and the Group announced to the market on 28

April 2020 that a business restructure will be undertaken resulting in approximately 150-200 redundancies.

Costs included within this provision relate to restructuring in a number of areas which have commenced

during the year ended 30 June 2020.

– Provision for Commerce Commission Fine. In December 2016 the Commence Commission announced that

it had completed its investigation in relation to several steel companies, and that it intended to prosecute

multiple companies under the Fair Trading Act, including Steel & Tube. The Commission’s prosecution of Steel

& Tube relates to the inadvertent use of a testing laboratory’s logo on test certificates, and application of

testing methodologies.

In October 2018 the Auckland District Court imposed a fine of $1.885m, which was subsequently increased by

the High Court to $2.009m in August 2019. The Commerce Commission and Steel & Tube have appealed the

decision. The Court of Appeal hearing was held on 12 August 2020.

A provision for estimated fines, penalties and costs in relation to this prosecution and their expected recovery

under the Group's insurance policies has been provided for in the Group's financial statements. It is expected

that the judgment will occur within the next 12 months.

– Provision for Holiday Pay. Following a recent High Court judgement, the Group has also recognised a

provision for backdated holiday pay obligations of $0.75m. This provision recognised represents the best

estimate of the Group’s exposure based on the review undertaken of the Group's incentive arrangements.

The expected settlement of this obligation is dependant on the outcome of the appeal of the current High

Court judgement.

74

STEELffi&ffiTUBE ANNUAL REPORT 2020

E3: CONTINGENT LIABILITIES
Indemnities given to the Company’s trading banks in respect of performance bonds were $2.7m (2019: $2.0m) at

balance date and were transacted in the ordinary course of business.

E4: AUDITOR REMUNERATION

Fees paid to PwC

2020

$000

2019

$000

– annual audit & half year review 460 345

– audit of the transition to NZ IFRS 9 and NZ IFRS 15 - 49

– additional fees paid for FY18 annual audit billed in 2019 - 75

– direct expenses associated with performance of the audit (eg. reimbursement of

travel and accommodation costs)

1 5

Total audit and review fees 461 474

– tax compliance: annual tax return - 25

– other tax advisory services - 9

– tax advisory services in relation to the Company's Executive Share Scheme 1 -

– treasury policy review

- 24

Total non audit fees

1 58

To t a l

462 532

E5: RELATED PARTY AND SHARE BASED PLANS

The Group has related party relationships with its controlled entities and with key management personnel.

The subsidiaries in the Group are:

20202019

SubsidiariesPrincipal ActivityBalance DateHoldingHolding

Steel & Tube New Zealand LimitedNon-trading30 June100%100%

Composite Floor Decks Holdings LimitedNon-trading30 June100%100%

Studwelders LimitedNon-trading30 June100%100%

S & T Plastics LimitedNon-trading30 June100%100%

S & T Stainless LimitedStainless Distributor30 June100%100%

Manufacturing Suppliers LimitedFastenings Distributor30 June100%100%

Composite Floor Decks LimitedFloor Decking Installer30 June100%100%

Transactions with Key Management Personnel

20202019

$000 $000

Short-term benefits3,5983,308

Termination benefits

122282

3,7203,590

The Key Management Personnel are the Non-Executive Directors and Executive Management. Included in short

term benefits are Directors’ fees of $472,696 (2019: $504,375).

NOTES – SECTION E


OTHER

75

Executive Share Plan 2003
The Executive Share Plan offered certain personnel an opportunity to subscribe for rights to Company shares, as

directed by the Board. Vesting of the rights occurs upon achieving certain service and non-market performance

conditions in addition to Board-approved targets, based on total shareholder returns, after a minimum of three

years to a maximum of five years from grant date and vest as equity. The rights to shares are equity settled.

Whilst no further Rights will be issued relative to the Executive Share Plan 2003, it will continue to operate until

such time as the prior years’ Rights that have been granted are either vested and exercised, forfeited or lapse,

in accordance with that plan's rules. At 30 June 2020, all available remaining rights relating to this scheme have

been forfeited following the termination / resignation of the relevant employees prior to 30 June 2020.

Executive Share Plan 2017

In February 2018 a new Executive share plan was approved by the Board, known as the Performance Rights Plan

2017 (PRP). The performance period for this scheme runs for 3 years and comprises two performance conditions

(50% each) as follows:

a) The Benchmark Comparator (BC) ranks the Company’s Total Shareholder Return (TSR) relative to the TSR of

the NZX 50 Index securities.

– Where the Company TSR equals the 50th percentile TSR of the Index Companies over the Performance

Period, 50% of (BC) Performance Rights will vest.

– Where the Company TSR equals or exceeds the 75th percentile TSR of the Index Companies over the

Performance Period, 100% of (BC) Performance Rights will vest.

– Where the Company’s TSR over the Performance Period exceeds the 50th percentile TSR of the Index

Companies but does not reach the 75th percentile, then between 50% and 100% of the (BC) Performance

Rights, will vest as determined on a linear pro-rata basis.

b) The Absolute Comparator (AC) ranks the Company’s TSR relative to the Company’s Cost of Equity (CoE) plus a

premium of 2% annualised and compounding.

– Where the Company TSR is less than or equal CoE no (AC) Performance Rights will be vested

– Where the Company TSR is greater than CoE but less than (CoE) + 2%, 50% of (AC) Performance Rights will

vest

– Where the Company TSR is equal to or greater than CoE + 2%, 100% of (AC) Performance Rights will vest

Performance Rights are only able to be exercised after completion of the three year performance period,

providing and only to the extent that the performance conditions, and other relevant service and non-market

performance conditions, have been satisfied. Any Benchmark and Absolute Comparator Performance Rights that

do not vest at the Measurement Date will lapse.

76

STEEL & TUBE ANNUAL REPORT 2020

During the year the following movements of rights to shares occurred in accordance with the rules of the share
plans:

No. of Rights

Available

2020

No. of Rights

Available

2019

Opening Balance1,278,789 5 67, 2 2 1

New Shares Granted1,151,208 1,12 3 , 3 61

Rights Forfeited or Lapsed(158,163)(411,793)

Rights Exercised

--

To t a l

2,271,8341,278,789

Rights Performance Conditions

Start Dates

Expiry date

Issue date

fair value

Total Rights

Issued

Rights

available

30 June 2020

Rights

available

30 June 2019

1 July 2014 - 2003 Tranche 1230/06/2019 $2.85 2 8 8 ,711 - 2,407

1 July 2015 - 2003 Tranche 1330/06/2020 $2.66 343,4 41 - 6,846

1 July 2016 - 2003 Tranche 1430/06/2021 $2.21 475,596 - 13, 24 8

1 September 2017 - PRP Tranche 11/09/2020 $2.09 371,366 195,673 224,662

12 September 2018 - PRP Tranche 212/09/202 1 $1.20 1,16 0 , 2 0 4 924,953 1,031,626

6 September 2019 - PRP Tranche 36/09/202 2 $0.80

1,151,208 1,151,208 -

To t a l

3,790,526 2,271,834 1,278,789

The fair value of rights is determined using a Monte Carlo share price simulation model. The significant inputs

into the model for shares granted during the period were the market share price at grant date, an exercise

price of zero (as shares are issued to the employees at nil consideration on vesting), volatility of 32.1%, expected

option life of between 1 and 3 years and an annual risk free interest rate of 1.19%. Volatility has been calculated

based on the annualised volatility for the three years prior to the rights issue.

Both the Executive Share Plan 2003 and the Performance Rights Plan 2017 are considered to be equity

settled schemes under NZ IFRS 2 and the vesting conditions for both schemes include both service and

performance conditions.

Executive Share Plan 2003

The Board appoints a Trustee to administer the 2003 plan. The cost associated with this plan is measured

at fair value at grant date and is recognised as an expense in profit or loss over the vesting period, with a

corresponding entry to the reserve in equity. The estimate of the number of rights for which the service

conditions are expected to be satisfied is revised at each reporting date, with any cumulative catch-up

adjustment recognised in profit or loss in the period that the change in estimate occurred. Any rights

not vested after the expiry of five years are cancelled. Shares purchased in this plan are recognised as

treasury shares until they are distributed.

Performance Rights Plan 2017

The cost associated with this plan is measured at fair value at grant date and is recognised as an expense

in profit or loss over the vesting period, with a corresponding entry to the reserve in equity. The estimate

of the number of rights for which the service conditions are expected to be satisfied is revised at each

reporting date, with any cumulative catch-up adjustment recognised in profit or loss in the period that the

change in estimate occurred. Any rights not vested after the expiry of three years are cancelled.

KEY POLICY

NOTES – SECTION E


OTHER

77

E6: FINANCIAL INSTRUMENTS
Financial

assets at

amortised cost

Derivatives

for hedging

at fair value

Financial

liabilities at

amortised cost

2020

$000$000$000

Cash and cash equivalents 1 7, 4 1 8 - -

Trade and other receivables excluding prepayments 71,318 - -

Derivative financial instruments

1

- 103 -

Total financial assets

88,736 103 -

Borrowings - - 10,000

Trade and other payables - - 39,105

Derivative financial instruments

1

- 223 -

Lease liabilities

--107,707

Total financial liabilities

- 223 156,812

2019

Cash and cash equivalents 9,010 - -

Trade and other receivables excluding prepayments 88,211 - -

Derivative financial instruments

1

- 120 -

Total financial assets

9 7, 2 2 1 120 -

Borrowings - - 24,000

Trade and other payables - - 42,914

Derivative financial instruments

1

- 263 -

Total financial liabilities

- 263 66,914

1


Derivative financial instruments are measured at fair value calculated using forward exchange rates that are quoted in an active market

(Level 2 of the fair value hierarchy).

E7: FINANCIAL ASSETS

The Group classifies its non-derivative financial assets as being measured at amortised cost, including any

expected credit loss allowance provisions. They are included in current assets, except for those with maturities

greater than 12 months after the end of the reporting period, these are classified as non-current assets. The

Group’s non-derivative financial assets comprise trade and other receivables and cash and cash equivalents.

Derivatives are measured at fair value. The portion of any fair value movement that is an effective hedge is

measured in other comprehensive income, but any ineffective portion is included in profit or loss.

Management determines the classification of the assets at the initial recognition and re-evaluates the

designation at each reporting date based on the business model and whether cash flows represent solely

payments of principal and interest.

Purchases and sales of financial assets are recognised on the date the Group has committed to the transaction.

De-recognition of financial assets occurs when the rights to receive cash flows have expired or the Group has

transferred substantially all the risks and rewards of ownership.

78

STEEL & TUBE ANNUAL REPORT 2020

E8: LAND AND BUILDINGS
This note provides information on the key inputs used in determining the fair value of land & buildings. The

Group has measured its land & buildings at fair value. These are Level 3 on the fair value hierarchy.

The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as at the end of the

reporting period. There were no transfers between any levels during the year.

The movements in Level 3 items during the period are shown in the table in section C1.

The following table summarises the quantitative information about the significant unobservable inputs used in

recurring Level 3 fair value measurements. The relationship of all these unobservable inputs to fair value is that

the higher they are, the lower the fair value.

DescriptionUnobservable inputs

Range of inputs

(from valuation reports)

2020

Range of inputs

(from valuation reports)

2019

Owned land & buildingsDiscount rate9.25% - 10.00%7.50% - 9.75%

Terminal yield8.00% - 9.50%6.80% - 9.52%

Capitalisation rate8.00% - 9.50%6.60% - 8.50%

E9: SUBSEQUENT EVENTS

The Group has completed the sale of its property at Parkinson Street, Gisborne for $1.4m net of expected sales

costs, with settlement received on 31 July 2020. The carrying value of the property and related assets as at 30

June 2020 was $0.95m.

On 11 August 2020 the New Zealand Government announced that from midday 12 August 2020 Auckland would

return to COVID-19 Alert Level 3 and the rest of New Zealand to Alert Level 2 for three days. These settings were

subsequently extended on 14 August 2020 and on 24 August 2020 with these settings currently to continue until

11.59pm 30 August 2020, as at the date of signing these financial statements. The impact of the change in alert

levels has been considered by the Group on the impairment assessment as outlined in Note C2.


No adjustments have been made to the financial statements.

On 27 August 2020 the Board determined that a full year dividend would not be declared following the

assessment of the Group's full year's earnings and the uncertain economic outlook.

E10: OTHER ACCOUNTING POLICIES

Basis of consolidation

The Group applies the acquisition method to account for business combinations. The Group financial statements

comprise the financial statements of Steel & Tube Holdings Limited and its controlled entities (subsidiaries)

(see Note E5). The financial statements of subsidiaries are prepared for the same reporting period as the parent

company, using consistent accounting policies.

The Group controls an entity when the Group is exposed to, or has rights to variable returns from its involvement

with the entity and has the ability to affect those returns through its power to direct the activities of the entity.

Subsidiaries are consolidated from the date on which control is transferred to the Group and deconsolidated

from the date control ceases.

Consideration transferred is the fair value of assets transferred, liabilities incurred to the former owners of the

acquiree and equity interests issued by the Group. Consideration transferred also includes the fair value of

NOTES – SECTION E


OTHER

79

any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and
liabilities (including contingent liabilities) assumed in a business combination are measured initially at their fair

values at acquisition date.

All inter-company transactions and balances between Group companies are eliminated.

Foreign currency

Transactions in foreign currencies are translated at the foreign exchange rate at the date of the transaction.

Gains and losses resulting from the settlement of such transactions and from translation of monetary assets and

liabilities at balance date are recognised in profit or loss except when deferred in equity as qualifying cash flow

hedges. The Group’s hedging largely comprises cash flow hedges for future purchases of inventory. The Group’s

current practice is to recognise the accumulated gains or losses on the hedging instrument / derivative against

the carrying value of the inventory when inventory is recognised.

Accounts payable policy

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using

the effective interest method.

Derivatives - Cash flow hedge

The Group uses derivative financial instruments to hedge its exposure to foreign exchange risks and interest

risk arising from operational, financing and investing activities. In accordance with its Treasury Policy, the Group

does not hold or issue derivative financial instruments for trading purposes. Derivative financial instruments

are recognised initially at fair value on the date a derivative contract is entered into. Subsequent to initial

recognition, derivatives are re-measured at fair value.

The Group designates certain derivatives as hedges of a highly probable forecast transaction (cash flow hedge).

The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognised in

equity. The gain or loss on the ineffective portion is recognised in profit or loss in other gains/(losses). When

the hedged item is a non-financial asset (for example, inventory or property, plant and equipment) the amount

recognised in equity is transferred to the carrying amount of the asset when it is recognised. In other cases the

amount recognised in equity is transferred to profit or loss in the same period the hedged item is recognised

in the Statement of Profit or Loss and Other Comprehensive Income. If the hedging instrument no longer

meets the criteria for hedge accounting, expires, is sold, terminated or is exercised, any cumulative gain or loss

previously recognised in equity remains in equity until the forecast transaction is ultimately recognised in profit

or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss reported in

equity is immediately transferred to profit or loss within other gains/(losses).

Derivative financial instruments are classified as current assets if expected to be settled within 12 months;

otherwise, they are classified as non-current.

Impairment of non-financial assets:

Assets that have indefinite useful lives that are not subject to amortisation and intangible assets not yet

available for use are tested annually for impairment. Assets (including intangibles and property, plant and

equipment) subject to amortisation and depreciation are reviewed for impairment whenever events or changes

in circumstances indicate the carrying amount may not be recoverable. An impairment loss is recognised for the

amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the

higher of an asset’s fair value, less costs to sell and value in use. For the purposes of assessing impairment, assets

are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

80

STEELffi&ffiTUBE ANNUAL REPORT 2020

Revenue recognition
Revenue comprises the fair value of sales of goods net of Goods and Services Tax, and discounts and after

elimination of sales within the Group. The Group derives its revenue from the distribution and processing of steel

and associated products. Revenue is recognised at a point in time when a Group entity has transferred control,

which is when it has delivered the products to the customer, the customer has accepted the products and

collectability of the related receivables is highly probable.

The table below provides further information on the revenue recognition across the Group based on each

contract portfolio.

Contract

Portfolio

Description Key judgements Outcome Timing of Recognition

Cash or

Credit

Supply

Sales

Any sales from

individual orders

without a formal

written contract

No major judgement

required

There is one performance

obligation, being the supply

of the product

Point in time

Revenue is recognised at point of

sale when the product is delivered

Supply and

Installation

Sales

Any contracts that

contain supply

and installation

performance

obligations

Determining whether

or not the supply

and installation

components are

“distinct” within

the context of the

contract

There are two performance

obligations, being supply of

the product and installation

of the product

Installation of the product

is considered a distinct

performance obligation as

supply only contracts are also

available on a stand-alone

basis

Point in time

Revenue relating to the supply

performance obligation follows

the same recognition process

as for the ‘Supply Only Sales’

contract portfolio.

Over time

Installation of the product

enhances an asset controlled by

the customer as the installation

is completed. Revenue relating

to the installation performance

obligation is recognised on a

stage of completion basis based

on the input of labour costs, as

this is corresponds directly with

the value to the customer of the

Group’s performance completed

to date.

Supply

Only Sales

Any contracts/sales

agreements that only

have supply of steel

product clauses

Determining whether

each act of supply

should be treated as a

separate performance

obligation within the

contract.

There is one performance

obligation, being the act

of the supply. Irrespective

of how many supply events

occur, the products supplied

are all highly interrelated

in that they all are required

for the same construction

project, and therefore

represent a series of distinct

supply events which are

substantially the same and

use the same method to

measure progress towards

completion. They are

therefore accounted for

as a single performance

obligation.

Over time

The products supplied are

required to be modified to a

significant extent and do not

create an asset with an alternative

use to the Group. The Group has

a right to consideration from

the customer in an amount that

corresponds directly with the

value to the customer of the

Group’s performance completed

to date.

Revenue relating to Supply Only

Sales is recognised in the amount

to which the Group has a right to

invoice under the terms of the

contract.

NOTES – SECTION E


OTHER

81

The Group has also utilised the practical expedients specified in NZ IFRS 15 Revenue from Contracts with
Customers in respect of the requirement to disclose the transaction price allocated to unsatisfied (or partially

unsatisfied) performance obligations, where the contract has an original expected duration of one year or less,

or where the Group has applied the practical expedient to recognise revenue at the amount to which it has a

right to invoice, which corresponds directly to the value to the customer of the Group’s performance completed

to date. Any volume-based rebates extended to customers by the Group are recognised as a deduction from

revenue, in line with the pattern of transfer of control of the relevant good or service to the customer, where

payment is deemed to be highly probable.

Adoption status of relevant new financial reporting standards and interpretations

The following new standard was adopted by the Group for the year ended 30 June 2020:

– NZ IFRS 16 Leases

There are no other new standards or amendments to standards applicable to the Group for the year ended 30

June 2020.

NZ IFRS 16: LEASES

NZ IFRS 16, ‘Leases’, replaces the current guidance in NZ IAS 17. Under NZ IAS 17, a lessee was required to make

a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16

now requires a lessee to recognise a lease liability reflecting future lease payments and a ‘right-of-use asset’ for

all lease contracts (subject to the application of allowable practical exemptions), similar to how finance leases are

accounted for currently under NZ IAS 17.

The Statement of Profit or Loss and Other Comprehensive Income is also impacted by the recognition of an

interest expense and a depreciation expense, as well as the removal of the current operating lease expense. The

impact on net profit before tax of an individual lease over its term remains the same, however the application

of NZ IFRS 16 results in a higher total depreciation and interest expense in the early years of a lease, and a lower

expense in later years when compared with the current straight-line operating lease expense.

The Group has applied NZ IFRS 16 from 1 July 2019. The Group has adopted the simplified transition approach

and has therefore not restated comparative amounts for the period prior to first adoption. The Group’s Property

leases were recognised in accordance with the ‘cumulative catch-up’ transition method, with the cumulative

effect of initially applying NZ IFRS 16 recognised at the date of initial application. For all other leases the right-

of-use asset was measured at an amount equal to the lease liability on transition. The Group has undertaken

a significant project to facilitate the adoption of NZ IFRS 16. This has included the implementation of a lease

management and accounting system to maintain all of the Group’s lease data and to calculate the value of right-

of-use assets, lease liabilities, depreciation expenses and finance expenses based on this data.

The Group has significant lease obligations and therefore adoption of NZ IFRS 16 has had a material impact on

the Balance Sheet and Statement of Profit or Loss and Other Comprehensive Income. Adoption has impacted

the following line items in the Balance Sheet and Statement of Profit or Loss and Other Comprehensive Income:

82

STEELffi&ffiTUBE ANNUAL REPORT 2020

Balance Sheet
• Recognition of a right-of-use asset;

• Recognition of a lease liability;

• Recognition of a deferred tax asset; and

• Adjustment in opening retained earnings.

Statement of Profit or Loss and Other Comprehensive Income

• Decrease in operating leases expense;

• Increase in depreciation and amortisation expense; and

• Increase in finance costs (interest expense).

The Group has a number of categories of operating leases, including:

• Property leases - The Group has a variety of property leases across its national network of branches and

processing facilities. The majority of the impact from the adoption of NZ IFRS 16 will be as a result of these

property leases given their high value and comparative length of the leases (which under NZ IFRS 16 includes

rights of renewal that are reasonably certain to be exercised). Where the Group has entered into sub-leases in

respect of its property leases, each sub-lease will be assessed under the new standard to determine if it qualifies

as a finance lease or an operating lease under NZ IFRS 16;

• Motor vehicle leases - The Group leases motor vehicles for staff use in sales and day-to-day operations;

• Equipment leases - The Group leases certain equipment for use in its distribution, manufacturing and

warehousing activities. This includes material handling equipment such as forklifts and pallet trucks; and

• Other leases - other leases includes the lease of assets such as IT equipment, photocopiers and other plant or

office equipment.

The Group has utilised the recognition practical expedients specified in NZ IFRS 16 in respect of short-term

and low value leases where appropriate, as well as the use of a single discount rate to a portfolio of leases with

reasonably similar characteristics and also relying on the Group’s assessment of whether leases are onerous

applying NZ IAS 37 immediately before the date of initial application. The amount of the asset and liability that the

Group has recognised upon adoption of NZ IFRS 16 has been determined by the lease commitments at the time

of adoption, subject to the application of these practical exemptions.

NOTES – SECTION E


OTHER

83

PricewaterhouseCoopers, PwC Centre, 10 Waterloo Quay, Wellington 6011
T: +64 4 462 7000, F: +64 4 462 7001, pwc.co.nz

Independent auditor’s report

To the shareholders of Steel & Tube Holdings Limited

We have audited the financial statements which comprise:

•the balance sheet as at 30 June 2020;

•the statement of profit or loss and other comprehensive income for the year then ended;

•the statement of changes in equity for the year then ended;

•the statement of cash flows for the year then ended; and

•the notes to the financial statements, which include significant accounting policies.

Our opinion

In our opinion, the accompanying financial statements of Steel & Tube Holdings Limited (the Company),

including its subsidiaries (the Group), present fairly, in all material respects, the financial position of the

Group as at 30 June 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 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 International Code

of Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand)

(PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Code of

Ethics for Professional Accountants (including International Independence Standards) issued by the

International Ethics Standards Board for Accountants (IESBA Code), and we have fulfilled our other ethical

responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the area of tax advisory services. The provision of this

other service has not impaired our independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our

audit of the financial statements of the current year. These matters were addressed in the context of our audit

of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.

84

STEEL & TUBE ANNUAL REPORT 2020

INDEPENDENT
AUDITORS’ REPORT

Description of the key audit matter How our audit addressed the key audit matter

Impairment testing of the Group’s non-financial assets

The risk that the Group’s non-financial assets may be

materially impaired is considered a Key Audit Matter,

due to the material nature of these assets and the

significant judgement exercised by management to:

•assess the recoverable amount of individual assets,

including right-of-use assets, where there is an

indicator of impairment as a result of the decision to

close and/or merge a number of sites;

•reassess and change the cash-generating units

(CGUs) from the assessment at 30 June 2019 as a

result of business operational changes;

•allocate shared assets and costs to CGUs;

•estimate the future results of the CGUs, including the

impact of COVID-19, revenue, margins, digital

initiatives, and net working capital improvements;

and

•assess the discount rates and terminal growth rates.

As disclosed in note C1 and C5, a $1.5m impairment of

property, plant and equipment and a $4.6m impairment

of right-of-use assets was recognised for assets at sites

that have been closed/merged.

As disclosed in note C2, $37m of goodwill was impaired

as a result of an impairment assessment at the CGU and

Group level at 31 December 2019, based on discounted

cash flow valuations on a value in use (VIU) basis.

As disclosed in note C2, management performed an

impairment test for each of the three CGUs at 30 June

2020 based on discounted cash flow valuations on a fair

value less cost of disposal (FVLCD) basis. As a result, a

$9m impairment of the software assets was recognised

due to the difference between the recoverable amount

and carrying amount of assets in the Distribution CGU.

The Group concluded that the Reinforcing and Roll

Forming CGU impairment tests supported the carrying

value of those CGU’s assets. In their sensitivity analysis,

management identified that there were assumptions for

which a reasonably possible change would cause the

carrying amount to exceed the recoverable amount. These

assumptions, together with the changes that would be

required for the recoverable amount to be equal to the

carrying amount, have been disclosed in note C2.

We obtained an understanding and evaluated the Group’s

processes and controls relating to impairment.

Assessing the recoverable amount of right-of-use assets and

property, plant and equipment for assets at sites that have been

closed/merged

We:

•assessed management’s identification of sites with right-of-

use assets that have been closed/merged based on our

review of board minutes and discussions with management;

•assessed management’s estimate of the recoverable amount

of property, plant and equipment at sites that have been

closed/merged by considering management’s approach and

by reviewing a sample of estimated market quotes obtained

by management;

•assessed the approach to determine the individual

recoverable amount of a sample of right-of-use assets, with

the assistance of our technical accounting specialists;

•assessed the market lease rates and the ability to sublease,

for a sample of sites, based on market demand, with the

assistance of our real estate experts; and

•assessed the impact of any subsequent events.

Determination of CGUs and allocation of shared assets and

costs to CGUs at 30 June 2020

We performed procedures to evaluate and challenge the Group’s

determination and change of CGUs from the assessment as at 30

June 2019. This included:

•reviewing internal management reporting to assess the level

at which each group of assets contribute to independent

cash flows;

•comparing CGUs to our knowledge and understanding of

the Group’s operations, including the nature and use of

assets within each CGU;

•assessing that individual sites are not CGUs as there are a

large number of transactions between sites;

•confirming that CGUs were no larger than operating

segments; and

•reconciling assets allocated to CGUs to those totals within

the fixed asset register and our knowledge of the Group’s

operations.

We also assessed the basis for allocation of shared assets and

costs to CGUs by considering alternative allocations and our

understanding of the use of the assets.

85

Description of the key audit matter How our audit addressed the key audit matter
Assessing the recoverable amounts of each CGUs at 30 June

2020 and $9m impairment of software assets

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 each CGU to test

management’s calculation of this amount. Our calculations and

procedures included:

•assessing the reasonableness of management's cash flow

assumptions by considering external market forecasts,

historical performance and/or other available support.

Whilst some of our assumed inputs were different to those

used by management, management's recoverable amounts

were within our reasonable range;

•using 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;

•assessing the allocation of impairment in the Distribution

CGU to the software assets based on our understanding of

the nature of other assets included in this CGU; and

•assessing that headroom between the recoverable amount

and the carrying amount based on FVLCD assessments were

higher than on a VIU basis.

We engaged an auditor’s expert to assist us in our consideration

of management’s paper on the comparison between the net asset

and the market capitalisation of the Group.

As a result of our assessment of the recoverable amounts of

CGUs at 30 June 2020, we also confirmed it was appropriate for

the goodwill to be fully impaired during the year.

Because of the subjectivity involved in valuing CGUs, there are a

range of values, considering the level of estimation uncertainty

inherent in the New Zealand market, which can be considered

reasonable when evaluating the recoverable amount of a CGU.

We audited the disclosures in the financial statements to ensure

they are compliant with the requirements of the relevant

accounting standards.

Based on the above procedures there were no matters to report.

86

STEEL & TUBE ANNUAL REPORT 2020

Description of the key audit matter How our audit addressed the key audit matter
Assessment of the net realisable value (NRV) of

inventory

The Group has inventory of approximately $101 million

as at 30 June 2020, with a provision for write-down of

$1 million.

The Group is required to hold inventory at the lower of

cost and NRV. This is a Key Audit Matter as significant

judgement is required to determine the NRV of slow

moving and aged inventory, given its limited sales

evidence.

The Group’s estimate of NRV considered:

•the most recent achieved sales price for each Stock

Keeping Unit (SKU); and

•management judgement of the current realisable

value for each SKU.

Disclosure of the Group’s inventory valuation assessment

is included in note B1.

We obtained an understanding and evaluated the Group’s

processes and controls relating to assessing inventory NRV.

We assessed management’s process for identifying inventory

categories for impairment consideration. This included

undertaking procedures to assess the accuracy of reports used by

management, including sample testing management’s

calculation of slow-moving inventory as at 30 June 2020.

We assessed the reasonableness of the Group’s estimate of NRV

by performing the following procedures:

•enquired of supply chain personnel to understand and

corroborate the assumptions applied in estimating inventory

provisions;

•attended stock counts to assess controls to identify obsolete

and damaged stock; and

•assessed the accuracy of previous NRV estimates by

reviewing the utilisation of the Group’s prior year NRV

provision and considering the margins achieved on

inventory sales in the year.

Where the Group assessed that a provision was not required for

slow moving and aged inventory, we obtained, on a sample basis,

evidence to support or challenge this assessment. Evidence

obtained included:

•invoices detailing recent sales transaction prices, and / or

•enquiry of supply chain personnel to understand the

demand for the inventory.

Based on the above procedures there were no matters to report.

INDEPENDENT

AUDITORS’ REPORT

87

Description of the key audit matter How our audit addressed the key audit matter
Existence of inventory

The existence of inventory was considered a Key Audit

Matter because of the Group’s:

•high volume and value of inventory;

•large number of inventory locations; and

•the significant effort required to complete procedures

to obtain sufficient audit evidence of the existence of

inventory.

Disclosure of the Group’s stock count programme is

included in note B1

We obtained an understanding and evaluated the Group’s

processes and controls relating to the existence of inventory.

We performed a number of procedures to address the risk that

inventory did not exist. These procedures included inspection of

a sample of inventory counts and attendance at inventory counts

to assess the appropriateness of the Group’s count procedures,

the accuracy of counting, and the accuracy of recording of

adjustments.

We determined which count locations to attend based on our

assessment of risk, including:

•the volume and value of inventory held at locations;

•the extent of inventory adjustments, including accuracy

rates of counting; and

•the extent of past compliance with the Group’s cycle count

programme.

We also tested the reconciliation of the inventory counted to the

quantity recorded in the inventory sub-ledger.

To further assess whether materially all inventory had been

counted during the year, we compared reports detailing

inventory counted to the inventory listing as at 30 June 2020.

We performed procedures to test the existence of inventory on

hand as at 30 June 2020 at its current location.

Based on the above procedures there were no matters to report.

88

STEEL & TUBE ANNUAL REPORT 2020

Description of the key audit matter How our audit addressed the key audit matter
Adoption of NZ IFRS 16 Leases

The adoption of NZ IFRS 16 Leases as at 1 July 2019

resulted in the recognition of right-of-use assets of

$105m and lease liabilities of $121m.

Adoption of NZ IFRS 16 is a key audit matter due to the

significant size of the right-of-use assets and lease

liabilities, and the high level of management judgement

required to:

•determine the lease term, including whether any

rights of renewal are reasonably certain to be

exercised; and

•assess the discount rate applicable to each lease.

The Group has adopted the simplified transition

approach and has not restated comparative amounts for

the period prior to first adoption. The Group’s property

leases were recognised in accordance with the

‘cumulative catch-up’ transition method, with the

cumulative effect of initially applying NZ IFRS 16

recognised at the date of initial application.

The Group has implemented a lease management and

accounting system to maintain lease data and calculate

accounting entries in accordance with NZ IFRS 16.

Disclosure of the Group’s adoption of NZ IFRS 16 is

included in note C5 and E10.

We obtained an understanding and evaluated the Group’s

processes and controls relating to the adoption of NZ IFRS 16.

Our audit procedures in relation to the adoption of NZ IFRS 16

included:

•verifying the accuracy of the underlying lease data in the

lease system by agreeing a sample of leases to original

contract or other supporting documentation;

•assessing the appropriateness of the discount rates applied

in determining lease liabilities, and the mathematical

accuracy of lease liability calculations, by developing an

independent range of expected lease liabilities using a

discount rate developed by our internal valuation expert;

•assessing the rights of renewal that are reasonably certain to

be taken to determine the lease term for each lease sampled

by considering historical renewal options taken and the

Group strategy as at 1 July 2019;

•considering completeness of lease liabilities by testing a

sample of operating lease commitments as at 30 June 2019

to leases recognised at adoption of NZ IFRS 16 and

considering the nature of other service contracts; and

•assessing the appropriateness of disclosures against the

requirements of NZ IFRS 16.

Based on the above procedures there were no matters to report.

INDEPENDENT

AUDITORS’ REPORT

89

Our audit approach
Overview

An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall Group materiality: $2 million, which represents approximately 0.5% of

revenue.

We chose revenue as the benchmark for our materiality as we consider this is an

appropriate, and more stable measure of performance of the Group than net

profit.

As reported above, we have four key audit matters, being:

•Impairment testing of the Group’s non-financial assets

•Assessment of the net realisable value (NRV) of inventory

•Existence of inventory

•Adoption of NZ IFRS 16 Leases

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature, timing

and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in

aggregate on the financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the financial statements and our

application of materiality. As in all of our audits, we also addressed the risk of management override of

internal controls including among other matters, consideration of whether there was evidence of bias that

represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on

the financial statements as a whole, taking into account the structure of the Group, the accounting processes

and controls, and the industry in which the Group operates.

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the financial statements does not cover

the other information included in the annual report and we do not express any form of assurance conclusion

on the other information.

In connection with our audit of the financial statements, our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the financial

statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based

on the work we have performed on the other information that we obtained prior to the date of this auditor’s

report, we conclude that there is a material misstatement of this other information, we are required to report

that fact. We have nothing to report in this regard.

90

STEEL & TUBE ANNUAL REPORT 2020

Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the

financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the Directors

determine is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations,

or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes

our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted

in accordance with ISAs (NZ) and ISAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External

Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so

that we might state those matters which we are required to state to them in an auditor’s report and for no

other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone

other than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for

the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Christopher Barber.

For and on behalf of:

Chartered Accountants

27 August 2020

Wellington

INDEPENDENT

AUDITORS’ REPORT

91

GOVERNANCE
Corporate governance at Steel &

Tube is predicated on high standards

of ethics and performance and is

achieved through robust governance

policies, practices and processes

to ensure a culture that is open,

transparent and focused on adding

value for our stakeholders.

The Board regularly reviews Steel &

Tube’s governance structures and

processes to identify opportunities

for enhancement, ensure they are

consistent with best practice and

reflect Steel & Tube’s operations.

Key governance highlights for FY20

include:

• Adoption of the new NZX Listing

Rules

• Appointment of John Beveridge

to the Board and retirement of

Rosemary Warnock

The Board believes that the

company’s corporate governance

framework materially complies with

the NZX Corporate Governance

Code 2019 (the Code). A summary of

Steel & Tube’s governance actions

and performance against each of

the Principles in the Code (including

where practices materially differ

from the Code) is detailed on the

following pages.

Easy access to information about

the company, including financial

and operational information and

key corporate governance policies

and charters, is available through

the company’s website at https://

steelandtube.co.nz.

The information in this report is

current as at 27 August 2020 and has

been approved by the Board of Steel

& Tub e .

CODE OF ETHICAL BEHAVIOUR

We expect our Directors and staff to

act with integrity and professionalism,

and undertake their duties in the best

interests of the company, taking into

account the interest of shareholders

and other stakeholders. The Board

has adopted a Code of Ethics, which is

available on the company website and

staff intranet.

The company Policy Manual also

includes detailed standards of

integrity, conduct and behaviour

required of all employees. This forms

part of the new employee induction

programme.

We encourage employees to speak

out if they have concerns. The

avenues for doing so are detailed in

the company’s Whistle Blowing policy

which is on the company website.

Steel & Tube has an Insider Trading

Policy which, along with the Financial

Markets Conduct Act 2013, imposes

limitations and requirements on

Directors and employees in dealing

in the company’s shares. These

limitations prohibit dealing in

shares while in possession of inside

information and impose requirements

for seeking consent to trade.

BOARD COMPOSITION AND

PERFORMANCE

The Steel & Tube Board comprises

five independent Directors, who

have significant relevant industry

and market experience, skills and

expertise that are of value to the

company. Profiles of Directors are

available on the company website

and included in the Annual Report.

Directors’ interests are disclosed on

page 103 of the Annual Report.

John Beveridge was appointed to the

Board in August 2019 and elected by

shareholders at the Annual Meeting

in September 2019.

Rosemary Warnock stepped down as

a Director at the Annual Meeting.

The roles and responsibilities of

the Board are detailed in the Board

Charter, which is reviewed at least

every two years and is available on

the company website. The Board’s

primary objective is to enhance

shareholder value and protect the

interests of other stakeholders by

improving corporate performance

and accountability.

The Board has delegated authority

for day to day leadership and

management of the business to the

CEO, who in turn has sub-delegated

authority to other company

management with specified financial

and non-financial limits. A formal

Delegations of Authority Policy

documents delegated authorities and

is reviewed annually by the Board.

The company has written

agreements with each Director,

outlining the terms of their

appointment.

The Board is satisfied that each

Director has the necessary time

available to devote to the position,

broadens the Board’s expertise and

has a personality that is compatible

with the other Directors.

The Board supports the separation

of the roles of Chair and CEO and

Steel & Tube’s Chair is required to be

an independent Director. Director

independence will be determined

in accordance with NZX Listing

Rules and with regard to the factors

described in the NZX Corporate

Governance Code.

Directors are encouraged to

undertake appropriate training and

education to ensure they remain

current on how to best perform their

duties. In addition, management

provide regular updates on relevant

industry and company issues,

including briefings from senior

executives.

92

STEEL & TUBE ANNUAL REPORT 2020

GENERAL
INFORMATION

All Directors have access to

executives to discuss issues or obtain

information on specific areas in

relation to matters to be discussed

at Board meetings, or other areas as

they consider appropriate.

The Board Committees and

Directors, subject to the approval

of the Board Chair, have the right

to seek independent professional

advice at the company’s expense,

to enable them to carry out their

responsibilities.

The Board monitors its own

performance and from time to

time commissions external reviews

to assess the performance of

individual Directors and the Board’s

effectiveness.

DIRECTOR APPOINTMENT

Membership, rotation and

retirement of Directors is

determined in accordance with

the Company Constitution and

NZX Listing rules. The Nomination

Committee has delegated

responsibility from the Board to

make recommendations on Board

composition and nominations,

subject to the company

Constitution. The Committee has

developed a skills matrix and takes

into account a number of factors

including qualifications, experience

and skills. Shareholders may also

nominate candidates for election to

the Board.

The Board believes that the

current Directors offer valuable

and complementary skill sets.

Importantly, every one of Steel &

Tube’s Directors has either worked

or is involved in directorships in the

sector.

Core skills and competencies

• Governance

• Commercial

• Financial Acumen

• Mergers & Acquisitions

• QHSET and associated systems

• Business Turnaround

• Steel Industry

• Manufacturing

• Construction/Infrastructure

• Logistics, Supply Chain & Procurement

• Sales,Marketing and Brand

• Digital Technology and Change

• People, Culture and Employee Relations

Sales/Marketing

Market segmentation, brand value proposition, strategic

pricing

Digital

Risk management of implementation of customer digital

platforms, extraction of value from organisational systems

Turnaround

Ongoing strategic decision making on optimal business

models, cost management controls and asset optimisation

Supply Chain

Large scale distribution, modern warehousing and freight

and logistics optimisation.

KEY STRATEGIC AREAS

SKILLS MATRIX

93

The Board of Directors comprised two females (2019: three) and there were two females (2019: three) on the
leadership team as at 30 June 2020, one of whom is currently on parental leave.

GENDER DIVERSITY AT STEEL & TUBE (% OF FEMALES)

70

60

50

40

30

20

10

0

Lead Team/

Snr Execs

Board of

Directors

Tier 3Customer

Services

Tiers 4,

5 & 6

Warehousing

/Operations

Sales & Bus

Dev roles

Overall

Workforce

2020

2019

40

30

2121

61

7

5

60

29

22

54

21

222222

36

DIVERSITY

Equality and diversity are

cornerstones of our organisational

culture. We believe that diversity

at Steel & Tube is integral to

creating a collaborative workplace

culture, competitive advantage

and ultimately, sustainable business

success.

Diversity provides us with a

broad range of perspectives and

experience that enhance the quality

and depth of our decision-making,

and helps create a united team

approach across all levels of our

organisation.

Our approach to diversity is outlined

in the Diversity Policy, which is

available on the company website.

Key areas of focus are:

• Recruitment and retention of a

diverse workforce

• Fair and consistent reward and

recognition

• Flexible working arrangements

• Employee engagement

• Agreed standards of conduct and

behaviour

Steel & Tube has a diverse

workforce, representing more than

15 different ethnicities. English is

a second language for a number

of these staff, so Steel & Tube has

initiatives in place to support them

in the workplace, including the

opportunity to participate in Steel

& Tube's Numeracy and Literacy

Programme.

A number of initiatives are in place

to support diversity and the Board

believes the principles in the Policy

were adhered to in FY20.

94

STEELffi&ffiTUBE ANNUAL REPORT 2020

BOARD COMMITTEES
The Board has established several

standing committees, each of

which has a Board approved written

charter summarising the role,

responsibilities, delegations and

membership requirements. The

Board regularly reviews the charters

of each Board committee, the

committees’ performance against

those charters and membership

of each committee. The Board

believes that committee charters,

committee membership and roles

of committee members comply with

recommendations in the Code.

Current membership of each of

the Board committees is set out on

page 96. Board committees assist

the Board by focussing on specific

responsibilities in greater detail

than is possible in Board meetings.

However, the Board retains ultimate

responsibility for the functions of its

committees and determines their

responsibilities. The Board appoints

the members and chair of each

committee, with the committee

chair reporting committee

recommendations to the Board.

Management attendance at

committee meetings is by invite

only.

In the case of a takeover offer, Steel

& Tube would follow its takeover

protocols including forming an

Independent Takeover Committee

to oversee disclosure and response

and to engage expert legal and

financial advisors to provide advice

on procedure.

REPORTING AND DISCLOSURE

Steel & Tube’s Directors are

committed to keeping investors and

the market informed of all material

information about the company and

its performance, in a timely manner.

In addition to all information required

by law, Steel & Tube also seeks

to provide sufficient meaningful

information to ensure stakeholders

and investors are well informed.

Steel & Tube is committed to

providing accurate, timely, consistent

and reliable disclosure of information

to ensure market participants have

fair access to information that

may impact on its share price. The

company’s Continuous Disclosure

Policy sets out the principles and

requirements of this commitment to

timely disclosures.

For the financial year ended 30 June

2020, the Directors believe that

proper accounting records have been

kept which enable, with reasonable

accuracy, the determination of the

financial position of the Company

and facilitate compliance of the

financial statements with the Financial

Markets Conduct Act 2013. The Chief

Executive and Chief Financial Officer

have confirmed in writing that Steel

& Tube’s external financial reports are

presented fairly in all material aspects.

We have a commitment to ensuring

that we add value for all our

stakeholders, from our shareholders

to our staff and the communities

we operate in, as well as reducing

the environmental impact of our

activities. We believe it is our

corporate responsibility to ensure we

play our part in making the world a

better place.

In line with this, over the last year

we have formalised our approach

to ESG – environmental, social and

governance principles – which we

believe will enhance our company

and support our growth. We have

reported on our progress in our


What Matters section in this report,

on pages 20 to 27.

REMUNERATION

Remuneration of Directors

and senior executives is the key

responsibility of the Governance


and Remuneration Committee.

The framework for the

determination and payment of

Directors’ and senior executives’

remuneration is set out in the

Remuneration Policy. External advice

is sought on a regular basis to ensure

remuneration is benchmarked to

the market for senior management

positions, Directors and Board

Committee positions.

Details of Director and Executive

Remuneration in FY20 are provided

on pages 99 to 102.

The table below sets out Director

attendance at Board and Committee

meetings during FY20. Board

meetings are usually held monthly,

with other meetings to deal with

certain matters arising from time to

time being held when necessary.


The number of board meetings and

calls escalated due to the COVID-19

lock-down and response.

In total, there were an additional 13

board meetings held in relation to

Steel & Tube’s response to COVID-19.

These were attended by the majority

of Directors.

GENERAL

INFORMATION

95

FY20 MEETING ATTENDANCE
BoardCOVID-19

Qualit y,

Health, Safety

& Environment

Committee

Audit & Risk

Committee

Governance &

Remuneration

Committee

Nominations

Committee

(1)

Total number of

Meetings

12133531

Susan Paterson12132531

Anne Urlwin12133521

Chris Ellis12133521

Steve Reindler11111531

John Beveridge

(2)

1013241-

Rosemary Warnock

(3)

3--1-1


1

Met as part of full Board meeting.

2

John Beveridge was appointed to the Board on 14 August 2019.

3

Rosemary Warnock retired from the Board on 25 September 2019.

STEEL & TUBE’S BOARD COMMITTEES AS AT 30 JUNE 2020

CommitteeRoleIndependent Director

Members

Quality, Health, Safety

and Environment

Assist the Board to meet its responsibilities in relation to the

company’s Quality, Health and Safety (H&S) and Environment

policies and procedures, and legislative compliance

Chris Ellis (Chair)

Anne Urlwin

John Beveridge

Audit and Risk

Assist the Board in its oversight of the integrity of financial

reporting, financial management and controls, external audit

quality and independence, and the risk management framework

Anne Urlwin (Chair)

John Beveridge

Steve Reindler

Governance and

Remuneration

Assist the Board to establish and maintain a strong

governance framework overseeing the management of the

company’s people, remuneration and diversity policies

Steve Reindler (Chair)

Susan Paterson

Chris Ellis

NominationsAssist the Board in ensuring appropriate Board performance

and composition and in appointing directors

Susan Paterson (Chair)

Anne Urlwin

John Beveridge

Steve Reindler

Chris Ellis

96

STEEL & TUBE ANNUAL REPORT 2020

RISK MANAGEMENT
Steel & Tube’s ability to deliver

appropriate returns to its

shareholders requires successful

execution of business strategy and

plans.

The Board of Directors has overall

responsibility for the establishment

and oversight of the Group’s risk

management framework. The

Audit & Risk Committee assists the

Board in overseeing and monitoring

significant business risks and

overseeing management’s processes

to mitigate the identified risks.

Management regularly report to

the Audit & Risk Committee and the

Board on significant business risks

and treatments for those risks.

The Group is exposed to risks from

a number of sources, including

operational, strategic, economic

and financial risks. Steel & Tube’s

Corporate Risk Management System

Framework incorporates policies,

procedures and appropriate internal

controls to identify, assess and

manage areas of significant business

and financial risks. The Group

applies effective risk management

principles across its business units

to ensure risk is identified, assessed,

categorised and ranked to allow the

business to understand its risks.

KEY RISKS

Key risks are assessed on a risk

profile identifying the likelihood of

occurrence and potential severity

of impact. Key risks are managed

with a focus on decreasing the risk

likelihood, and minimising the risk

impact should it occur. Key risk areas

include:

• Operational risk: e.g. health &

safety, product quality, supply

chain, data and systems, business

continuity

• Strategic risk: e.g. Execution of

strategic initiatives, competitive

environment, technological

change

• Economic risk: e.g. Market risk,

sector risk and

• Financial risk: e.g. Business

performance, capital management.

RISK MANAGEMENT PROCESSES

Steel & Tube’s Corporate Risk

Management System Framework

mandates one framework for risk

management to:

• Integrate risk management in line

with the Board’s risk appetite into

structures, policies, processes and

procedures; and

• Deliver regular key risk reviews,

reporting and monitoring.

Key risks are owned by members

of the executive leadership

team. This promotes integration

into operations and planning

and a culture of proactive risk

management. Key risks are reported

to the Audit & Risk Committee. The

Audit & Risk Committee reports to

the Board.

Legislative compliance is monitored

across each business unit through

Quantate compliance management

software.

QUALITY, HEALTH, SAFETY AND

ENVIRONMENT

The Board is committed to ensuring

a safe and healthy environment for

all Steel & Tube people and anyone

in the company’s workplaces.

Ensuring Steel & Tube employees

and contractors go home safely

every day is the company’s number

one priority.

Our aim is to be the preferred New

Zealand supplier for steel products

and solutions and our expert

people play an important role in

that, sharing their knowledge and

experience with our customers.

Product quality remains a critical

focus.

More information on our approach

to Quality and Health & Safety is

outlined in the What Matters section

on page 20.


GENERAL

INFORMATION

97

AUDITORS
External audit

Steel & Tube’s External Auditor

Independence Policy outlines our

commitment to ensuring audit

independence, both in fact and

appearance, so that Steel & Tube’s

external financial reporting is

viewed as being highly objective and

without bias.

For the year ended 30 June 2020,

PwC was the external auditor for

Steel & Tube. PwC was re-appointed

under the Companies Act 1993 at

the 2019 Annual Meeting. Partner

rotation occurred in FY19.

The Audit and Risk Committee

monitors the ongoing

independence, quality and

performance of the external auditors

and monitors audit partner rotation.

The Committee pre-approves any

non-audit work undertaken by PwC.

The non-audit services in the year

ended 30 June 2020 are set out in

the Annual Report. Those services

were provided in accordance with

the company’s External Auditor

Independence Policy and were

assessed by the Audit and Risk

Committee as not affecting PwC’s

independence. The fees paid for

audit and non-audit services in FY20

is identified on page 75 of the Annual

Report. The external auditors attend

the Annual Shareholders Meeting

each year.

Internal Audit

Steel & Tube operates an out-

sourced internal audit function,

which reports to and is monitored by

the Audit and Risk Committee. KPMG

were appointed internal auditors

during the FY17 year and have

continued to provide this service in

FY20. The Committee approves the

annual internal audit plan, receives

internal audit review reports on

the adequacy and effectiveness of

Steel & Tube’s internal controls and

monitors the implementation of

KPMG’s recommendations arising

from its review findings.

SHAREHOLDER RIGHTS AND

RELATIONS

We are committed to open and

regular dialogue and engagement

with shareholders. Easy access to

information about the performance

of Steel & Tube is available through

the Investor Centre on company’s

website at https://steelandtube.

co.nz/investor-centre.

Our investor relations programme

includes semi-annual post-results

briefings with investors, analysts

and investor meetings, and earnings

announcements. The programme

is designed to provide shareholders

and other market participants the

opportunity to obtain information,

express views and ask questions.

We endeavour to make it easy

for shareholders to participate in

annual shareholder meetings, which

are held in a main centre and also

streamed live online. Shareholders

are able to ask questions of and

express their views to the Board,

Management and the external

auditors at Annual Shareholders

Meetings. The Board considers that

shareholders should be entitled

to vote on decisions that would

change the essential nature of Steel

& Tube’s business. The Board adopts

the one share, one vote principle,

conducting voting at shareholder

meetings by poll. Shareholders are

also able to vote by proxy ahead

of meetings without having to

physically attend those meetings.

Shareholders are encouraged to

communicate with the company and

its share registry electronically.

In addition to shareholders, we

have a wide range of stakeholders

and maintain open channels of

communication for all audiences,

including brokers, the investing

community and the New Zealand

Shareholders’ Association, as well as

our staff, suppliers and customers.

98

STEEL & TUBE ANNUAL REPORT 2020

DIRECTOR REMUNERATION
Total remuneration available to

non-executive Directors in the year

ended 30 June 2020 was $575,000 as

approved by shareholders.

The Remuneration and Governance

Committee reviews the

remuneration of Directors annually.

As at 30 June 2020 the standard

Directors' fees per annum were

$145,000 for the chair and $75,000

for each non-executive director.

Board committee chairs also receive

additional fees of between $5,000 -

$10,000 for


their committee responsibilities.

The Directors also took a fee

reduction during the year in

response to COVID-19.

Directors’ fees exclude GST, where

applicable. Directors are entitled

to be reimbursed for costs directly

associated with carrying out their

duties, including travel costs.

The total amount of remuneration

and other benefits received by the

Directors during the year ended 30

June 2020 was $472,696 as shown in

the table below:

REMUNERATION

Director

Directors

Fees

Committee

Chair FeesFY20 TotalResponsibility

Susan Paterson 143,140-143,140Board Chair

Anne Urlwin74,0389, 8 7 283,910Audit and Risk Committee Chair

Chris Ellis

1

74,0387,50881,546QHSE Committee Chair

Steve Reindler


74,0384,89678,934Governance & Remuneration Committee Chair

John Beveridge

1

65,071-65,071

Rosemary Warnock

1

17,7312,36420,095

1

John Beveridge was appointed as a Director on 14 August 2019 following the announcement that Rosemary Warnock would retire as a Director

at the 2019 Annual Shareholders' Meeting held on 25 September 2019. Following Rosemary Warnock's retirement from the Board, Chris Ellis was

appointed as QHSE Committee Chair.

GENERAL

INFORMATION

99

EXECUTIVE REMUNERATION
Steel & Tube’s Remuneration Policy

and practices are designed to attract,

retain and motivate high calibre

people at all levels of Steel & Tube.

The CEO and executives have the

potential to earn a Short Term

Incentive (STI) each year. Steel &

Tube’s STI is based on performance

targets and is designed to

differentiate performance and

reward delivery. STI values for

the CEO and executives are set

as a percentage of Fixed Annual

Remuneration (FAR) based on the

scale, complexity and performance

expectations of each individual STI

participant’s role.

The CEO and executives, together

with a limited number of non-

executive senior managers, also have

the potential to earn a Long Term

Incentive (LTI). Steel & Tube’s LTI is

designed to incentivise and retain

key personnel, align the interests

of executives and shareholders and

encourage long-term decision-

making. LTI values for the CEO and

executives are set as a percentage

of FAR.

STI performance targets reflect a

mixture of financial, quality & safety,

customer services and strategy

delivery objectives appropriate for

the position held by the individual

STI participant.

The STI plan also includes a company

based performance hurdle, where

no STI is payable to any participant if

the year-end results are 80% or less

of the company’s financial target.

Additionally, in the event of a fatality

or serious injury, where the company

is considered culpable by the Board,

no STI payment is payable to the

Chief Executive, Executives and their

direct reports and no payment is

payable for the Health, Safety and

Environment component to all other

STI participants.

The current LTI (referred to as the

Performance Rights Plan (PRP))

was developed and approved by

the Board in February 2018. The

PRP performance period runs for

three years and comprises of two

performance conditions (50% each)

as follows:

a) The Benchmark Comparator

(BC) ranks the company’s Total

Shareholder Return (TSR) relative

to the TSR of the NZX 50 Index

securities.

i. Where the company TSR equals

the 50th percentile TSR of the

Index Companies over the

Performance Period, 50% of

(BC) Performance Rights will

vest.

ii. Where the company TSR equals

or exceeds the 75th percentile

TSR of the Index Companies

over the Performance Period,

100% of (BC) Performance

Rights will vest.

iii. Where the company’s TSR

over the Performance Period

exceeds the 50th percentile

TSR of the Index Companies

but does not reach the 75th

percentile, then between

50% and 100% of the (BC)

Performance Rights, will vest as

determined on a linear pro-rata

basis.

b) The Absolute Comparator (AC)

ranks the company’s TSR relative

to the company’s Cost of Equity

(CoE) plus a premium of 2%

annualised and compounding.

i. Where the company TSR is less

than or equal to CoE no (AC)

Performance Rights will be

vested

ii. Where the company TSR is

greater than CoE but less than

(CoE) + 2%, 50% of (AC)

Performance Rights will vest

iii. Where the company TSR is

equal to or greater than CoE +

2%, 100% of (AC) Performance

Rights will vest

Performance Rights are only able

to be exercised after completion of

the three year performance period,

provided and only to the extent that

the performance conditions have

been satisfied. Any Benchmark and

Absolute Comparator Performance

Rights that do not vest at the

measurement date will lapse.

All rights granted under the

company’s previous LTI scheme, in

place since 2003, have been either

vested and exercised or forfeited, in

accordance with that plan's rules.

The STI and LTI are both variable

elements of remuneration, with

selected employees invited to

participate each year as approved

by the Board. They are only paid if

individual, company and shareholder

TSR performance conditions and

targets are met.

100

STEEL & TUBE ANNUAL REPORT 2020

CEO REMUNERATION
The CEO’s overall remuneration as at 30 June 2020 consists of a FAR, an STI at 60% of FAR and an LTI of 40% of FAR.

This is reviewed annually by the Governance and Remuneration Committee and approved by the Board each year.

During FY20, the CEO’s remuneration was reduced in response to Covid-19.

The Governance and Remuneration Committee has determined that there will be no increase to the CEO's

remuneration for the first half of FY21. Market conditions will be monitored and reviewed by the Committee in

December 2020.

The STI performance targets for the CEO for the year ending 30 June 2020 were as follows:

Target KPIsWeighting

Financial - Return on Funds Employed (ROFE)70%

Health & Safety – Leading and lagging indicators10%

Personal KPIs based on strategic and business priorities20%

The table immediately below sets out CEO FAR and the pay for performance components of the CEO’s remuneration

package on an annualised basis. This table sets out the pay for performance outcomes for STI and LTI assuming 100% is

paid out.

MD/CEO

Fixed RemunerationPay for Performance

Total

target

remunerationFAR¹

Non-

taxable

benefits²Sub totalTarget STI³Target LTI⁴

Sub

total

2020Mark Malpass$714,000nil$714,000$428,400$285,600$714,000$1,428,000

2019Mark Malpass$700,000nil$700,000$420,000$392,000$812,000$1,512,000

2018Mark Malpass$700,000nil$700,000$420,000$210,000$630,000$1,330,000

2017Dave Taylor$855,000$6,214$861,214$106,875$268,316$375,191$1,236,405

The financial performance target for the full year to 30 June 2020 fell below the 80% hurdle requirement and

accordingly no STI is payable to the CEO in relation to this.

Details of what has been earned and been paid to the CEO/MD in the past five years are outlined below:

MD/CEOFAR¹

Non-taxable

benefits²STI earned in FY⁵

Value of LTI

vested during FY⁶

Total

remuneration

earned during FY

FY20Mark Malpass$702,880--- $702,880

FY19Mark Malpass$700,000---$700,000

FY18⁷Mark Malpass$587,239-$128,214-$715,453

FY17Dave Taylor$855,000$6,214$106,875$268,316$1,236,405

FY16Dave Taylor$824,000$4,635$195,700$563,317$1,587,652

The CEO has personally made an investment in the Company and has acquired 273,784 shares through on-market

transactions and the pro-rata rights offer capital raise.

1

FAR includes any KiwiSaver employer contributions

2

There were no costs associated with any other benefits during the year ended 30 June 2020

3

STI target for the full year which is subject to achievement of performance targets as agreed with the Board in each year

4

LTI value of actual Rights granted in each year (which may be exercised after the completion of the three year performance period, providing and

only to the extent that the performance conditions have been satisfied)

5

STI payable for the FY following the achievement of performance targets as agreed with the Board

6

LTI value of Rights as at the date vested (including the gross value of the associated dividends paid) in the FY related to Rights granted in the

three to five years prior

7

FAR and total remuneration are for the prorated FY from 25 September 2017 to 30 June 2018

GENERAL

INFORMATION

101

PAY GAP
The Pay Gap represents the number

of times greater the Chief Executive

Officer’s remuneration is to the

remuneration of an employee

paid at the median of all Steel &

Tube employees. For the purposes

of determining the median paid

to all Steel & Tube employees, all

permanent full-time, permanent

part- time and fixed-term employees

are included, with part-time

employee remuneration adjusted to

a full-time equivalent amount.

At 30 June 2020, the Chief Executive

Officer’s fixed remuneration of

$702,880 was 12.1 times (2019: 12.4

times) that of the median employee

at $58,001 per annum.

Employee Remuneration

The number of employees or

former employees who received

remuneration and other benefits

valued at or exceeding $100,000

during the year to 30 June 2020 are

specified in the table.

The remuneration noted includes

all monetary payments actually paid

during the course of the year ended

30 June 2020 and restructuring and

redundancy related compensation.

The remuneration paid to, and other

benefits received by, Mark Malpass

in his capacity as CEO for the year

ended 30 June 2020 are detailed on

page 101, and are excluded from the

table.

There has been an increase from

2019 largely due to restructuring

and redundancy payments made

during 2020. If these payments

were excluded then the total

number of employees who received

remuneration and other benefits

valued at or exceeding $100,000

during the year to 30 June 2020

would be 98 (2019: 108).

Remuneration

Range $000

No. of

Employees

100 - 11029

110 - 12024

120 - 1307

130 - 14015

140 - 1504

150 - 16012

160 - 1707

170 - 1802

180 - 1901

190 - 2002

200 - 2101

210 - 2202

220 - 230-

230 - 2401

240 - 250-

250 - 2601

260 - 270-

270 - 2801

280 - 290-

290 - 3003

300 - 310-

310 - 320-

320 - 330-

330 - 3401

340 - 350-

350 - 360-

360 - 3701

370 - 380-

380 - 390-

Total114

102

STEEL–&–TUBE ANNUAL REPORT 2020

CHANGES IN DIRECTORS’ INTERESTS
Directors made the following entries in the Directors Interests Register pursuant to section 140 of the Companies Act

1993 during the year ended 30 June 2020:

DirectorInterests

Susan PatersonAppointed to the board of the Reserve Bank of New Zealand.

Anne UrlwinAppointed as a Director of Cigna Life Insurance New Zealand Limited and Precinct Properties

New Zealand Limited. Ceased to be a Director of Chorus New Zealand Limited, Chorus

Limited and One Path Life (NZ) Ltd.

Chris EllisCeased to be a Director of WorkSafe NZ.

Steve ReindlerCeased to be a Director of WorkSafe NZ.

John BeveridgeDirector of Horizon Energy Distribution Limited & associated companies, Design Windows

Auckland Limited & associated companies, NZ Scaffolding Group Limited, Blood Corp

Limited, Challenger 9 Limited and Inzievar Properties Limited.

INFORMATION USED BY DIRECTORS

There were no notices from Directors requesting to disclose or use company information received in their capacity as

Directors that would not otherwise have been available to them.

DIRECTORS’ SHAREHOLDINGS

Steel & Tube securities in which each Director has a relevant interest as at 30 June 2020 are:

DirectorShares held

Susan Paterson262,436 beneficially owned

Anne Urlwin32,894

John Beveridge20,000 beneficially owned

Steve Reindler26,427

Chris Ellis10,000

DISCLOSURES

GENERAL

INFORMATION

103

DirectorDate of Transaction
Number of shares

acquired / (disposed)Nature of transactionConsideration

Susan Paterson22 May 202029,989On-market acquisition$19,216

Anne Urlwin5 September 201910,000On-market acquisition$8,600

John Beveridge28 May 202020,000On-market acquisition$12,682

CompanyDirectors

Steel & Tube New Zealand LimitedMark Malpass, Greg Smith

Composite Floor Decks Holdings LimitedMark Malpass, Greg Smith

Studwelders LimitedMark Malpass, Greg Smith

S & T Stainless LimitedMark Malpass, Greg Smith

Manufacturing Suppliers LimitedMark Malpass, Greg Smith

S & T Plastics LimitedMark Malpass, Greg Smith

Composite Floor Decks LimitedMark Malpass, Greg Smith

DIRECTORS’ SECURITY DEALINGS

During the year ended 30 June 2020

directors disclosed the following

securities transactions in respect


of section 148(2) of the Companies

Act 1993 and sections 297(2) and

298(2) of the Financial Markets

Conduct Act 2013.

These transactions took place in

accordance with Steel & Tube’s

Securities Trading Policy.

INDEMNITIES AND INSURANCE

In accordance with section 162 of

the Companies Act 1993 and Steel &

Tube’s Constitution, the company

has arranged Directors and Officers

Liability insurance covering directors

and employees of Steel & Tube,

including directors of subsidiary

companies, for liability arising from

their acts or omissions in their

capacity as directors or employees.

The insurance policy does not cover

dishonest, fraudulent, malicious or

wilful acts or omissions.

SUBSIDIARY COMPANIES

DIRECTORS

The remuneration of employees

appointed as directors of subsidiary

companies is disclosed in the

relevant banding of remuneration

set out under the heading Employee

Remuneration. Employees did not

receive additional remuneration or

benefits for being directors during

the year.

Directors of the subsidiary

companies as at 30 June 2020 were:

104

STEEL & TUBE ANNUAL REPORT 2020

TOP 20 SHAREHOLDERS
AS AT 6 JULY 2020

Twenty largest security holders as at 6 July 2020

Ordinary

Shares% Holding

New Zealand Steel Limited 26,274,753 15.83 %

HSBC Nominees (New Zealand) Limited* 6,021,570 3.63%

Accident Compensation Corporation* 5,7 11,6 9 6 3.4 4%

Citibank Nominees (New Zealand) Limited* 3 , 0 8 7,18 1 1.8 6%

JPMorgan Chase Bank NA NZ Branch-Segregated Clients Acct* 2,556,826 1.5 4%

FNZ Custodians Limited 2,222,298 1.3 4%

HPI Avondale Limited 2,103,786 1.27 %

Chester Perry Nominees Limited 2,030,516 1.27 %

Neil Douglas Waites 1, 7 7 2 ,115 1.07 %

Maxima Investments Limited 1,250,000 0.75%

New Zealand Depository Nominee Limited <A/C 1 Cash Account> 1,143,371 0.69%

Philip George Lennon 1,000,000 0.60%

John Francis Managh & David Robert Percy 999,454 0.60%

Public Trust Class 10 Nominees Limited* 815,7 7 2 0.49%

Trevor Jeffrey Corfield & Marilyn Margaret Corfield 7 7 9,713 0.47%

ASB Nominees Limited <129244 Ml A/C> 775,000 0.47%

Custodial Services Limited <A/C 3> 731,851 0.4 4%

Leveraged Equities Finance Limited 650,000 0.39%

Custodial Services Limited <A/C 2> 648,983 0.39%

Custodial Services Limited <A/C 4> 642,493 0.39%

61, 2 17, 3 7 836.89%

* Shares held in New Zealand Central Securities Depository (NZCSD)

GENERAL

INFORMATION

105

STEEL & TUBE HOLDINGS LIMITED (STU) SPREAD OF SHAREHOLDERS
AS AT 6 JULY 2020

Size of holdings

Number of

holders

Number of

shares

% of issued

shares

1 – 999 1, 511 636,170 0.38

1,000 – 4,999 2,877 7, 0 4 9, 3 4 4 4.25

5,000 – 9,999 1,29 0 8,825,270 5.32

10,000 – 49,999 1,881 37,661,345 22.69

50,000 + 4 49 111, 8 0 0 , 411 67. 3 6

8,008 165,972,540 100.00

SUBSTANTIAL SECURITY HOLDER

The company received no Substantial Security Holders notices during the year.

Issued shares in the company at 30 June 2020 comprise:

Ordinary shares fully paid165,972,540

Ordinary shares partly paid (no voting rights)^25,000

165,997,540

^ Shares issued in the Senior Executives Share Scheme 1993

106

STEEL & TUBE ANNUAL REPORT 2020

107

REGISTERED OFFICE
7 Bruce Roderick Drive, East Tamaki,

Auckland 2013, New Zealand

PO Box 58880, Botany, Auckland 2163,

New Zealand

Ph: +64 4 570 5000 Fax: +64 4 570 2453

Email: info@steelandtube.co.nz

Website: www.steelandtube.co.nz

SHARE REGISTRY

Computershare Investor

Services Limited

Private Bag 92119, Auckland 1142,

New Zealand

Ph: +64 9 488 8777 Fax: +64 9 488 8787

Email: enquiry@computershare.co.nz

Website: www.computershare.co.nz

DIRECTORY

108

STEEL & TUBE ANNUAL REPORT 2020

109

steelandtube.co.nz

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