Steel & Tube FY20 Results
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
P
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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
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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