Steel & Tube Holdings Limited logo

Steel & Tube FY23 Results Announcement

Full Year Results20 August 2023STUMaterials

Company Announcement
21 August 2023








STEEL & TUBE FY23 RESULTS FOR YEAR ENDED 30 JUNE 2023


RECORD OPERATING CASHFLOW AND SECOND HIGHEST REVENUE RESULT FOLLOWING FY22 SUPER CYCLE

• Solid financial performance, at top of 10 May 2023 guidance

• Value of dual pathway strategy now becoming clear, with strong foundation in place and pleasing

performance from recent acquisitions and product expansion opportunities

• No bank debt and a positive cash balance, representing a ~$50m year on year improvement

• The company has also achieved a significant reduction in its inventory balance

• Robust pipeline, significant opportunities ahead and well positioned to take advantage of these





$m FY23 FY22 Var%

Revenue 589.1 599.1 (1.7%)

Volume (Ktonnes) 146.4 167.2 (12.4%)

EBITDA 51.9 66.6 (22.1%)

Normalised EBITDA

1

52.9 66.9 (20.9%)

EBIT 31.0 47.6 (34.9%)

Normalised EBIT

1

32.1 47.9 (33.0%)

NPAT 17.0 30.2 (43.7%)

Inventory 139.2 192.5 (27.7%)

Net operating cashflow 98.3 (34.1) +388.3%

Net cash/(debt) 6.5 (43.0) 115.1%

EPS 10.3 cps 18.3 cps (43.7%)

Gross Dividend (incl. imputation credits) 11.1 cps 14.5 cps (23.4%)

ROFE 10% 15% (35.7%)



For the 12 months ending 30 June 2023, Steel & Tube Holdings Limited (NZX: STU) has reported a result at the top

of guidance, with normalised earnings before interest and tax of $32.1m, compared to $47.9m in the FY22 super

cycle. This result reflects the previously advised softer trading conditions with pricing benefits offset by inflationary

pressures. Net profit after tax for FY23 was $17.0m (FY22: $30.2m).


Solid demand for steel continued in the first half of FY23, however volumes softened as activity eased. FY23 revenue

of $589.1m was the second highest reported by the company, with sales momentum continuing and elevated pricing

from steel mills almost offsetting softer volumes which were down by 12% on the prior year.


Gross margin dollars per tonne were ahead of prior year as benefits were realised from the focus on higher value

products, improved pricing disciplines and leveraging data analytics and capabilities. Inventory management

remained a priority as the company unwound the higher inventory levels built up in order to ensure customer supply

during the prior period of supply chain congestion.


The company finished the year with a strong balance sheet. Significant inventory reductions coupled with steady

revenues resulted in record operating cash inflows of circa $100m. Debt was reduced to zero with a cash balance at

year end of $6.5m. A substantial $100m bank facility is in place, which was renewed in August 2023.


1

Normalised EBITDA and Normalised EBIT have been adjusted to exclude non-trading adjustments and unusual transactions of

$(1.1)m in FY23. See Steel & Tube’s FY23 Results Presentation for a reconciliation.




The Board is pleased to have declared a final dividend of 4 cents per share, 100% imputed. This takes full year

dividends to 8 cents per share and represents 75% of Adjusted NPAT.


Chief Executive Officer, Mark Malpass, said: “We have focussed on providing high levels of service to our customers

while also strengthening the core business and maintaining a disciplined growth focus. New growth initiatives,

including plate processing and aluminium, as well as recent acquisitions (Kiwi Pipe & Fittings and Fasteners NZ) now

account for 10% of the Distribution Division’s EBIT and offer opportunities for growth and expansion.


“In a recessionary environment, the most important thing we can do is maintain a strong balance sheet and tightly

manage costs. A comprehensive cost out programme targeting $5m of operating costs is progressing well and

should offset continued inflation pressure expected in FY24. We are tightly controlling debtors and cashflow; and

investing in the right inventory and services as we shift towards higher value products and services. Our continued

focus on culture and our employee value proposition ensures that we attract and retain the best talent.


“We are cautiously optimistic that 2023 represents the bottom of the cycle and although we don’t expect a fast

recovery, we anticipate there will be some improvement from early 2024 (the second half our FY24 financial year).

Steel & Tube has significant operating leverage and we expect any uplift in activity and demand to be reflected in

our results. There are plenty of green lights ahead across our multi sector exposures. Commercial construction is

expected to improve, there is still a strong pipeline in residential construction from consents granted previously, and

large scale infrastructure projects are progressing.”


Chair Susan Paterson said: “This year marks a significant milestone for Steel & Tube as we commemorate 70 years of

successful business operation. Over the past seven decades, we have consistently embraced innovation, adapted to

changing market dynamics and invested in new technologies to ensure that we remain at the forefront of our

industry. This has allowed us to navigate through various economic cycles, expand our product portfolio and deliver

long term sustainable growth. Steel is an essential construction material and we have the capability and expertise to

deliver innovative solutions to assist in rebuilding of infrastructure, climate resilience and essential water services.


Despite the economic headwinds seen in FY23, Steel & Tube has delivered a strong performance, demonstrating

prudent fiscal management and the value in our dual pathway strategy.”


The company is hosting an analyst and investor call at NZST 10am today (Monday 21 August 2023). Call details can

be viewed here https://www.nzx.com/announcements/415242.


ENDS


For media or investor enquiries, please contact: Jackie Ellis Tel: +64 27 246 2505 or

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

Richard Smyth

Steel & Tube CFO

Tel: +64 21 646 822

Email: richard.smyth@steelandtube.co.nz

---

Template
Results announcement

(for Equity Security issuer/Equity and Debt Security issuer)

Updated as at June 2023



Results for announcement to the market

Name of issuer Steel & Tube Holdings Limited

Reporting Period 12 months to 30 June 2023

Previous Reporting Period 12 months to 30 June 2022

Currency NZD

Amount (000s) Percentage change

Revenue from continuing

operations

$589,078 (1.7%)

Total Revenue $589,078 (1.7%)

Net profit/(loss) from

continuing operations

$16,997 (43.7%)

Total net profit/(loss) $16,997 (43.7%)

Final Dividend

Amount per Quoted Equity

Security

$0.04000000

Imputed amount per Quoted

Equity Security

$0.01555556

Record Date 8 September 2023

Dividend Payment Date 22 September 2023

Current period Prior comparable period

(30 June 2022)

Net tangible assets per

Quoted Equity Security

$1.17 $1.22

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. This includes normalised

EBITDA and normalised EBIT. Management believes that these

measures provide useful information on the underlying

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

internally to evaluate performance, analyse trends and allocate

resources. Non-GAAP financial measures should not be viewed

in isolation nor considered as a substitute for measures reported

in accordance with NZ IFRS. Reconciliations of non-GAAP

measures to GAAP measures are detailed within this

announcement.

Steel & Tube’s normalised EBITDA is $52.9m for FY23 (FY22:

$66.9m, 20.9% decrease) and normalised EBIT is $32.1m for

FY23 (FY22: $47.9m, 33.0% decrease). Further details on the

unusual transactions/non-trading adjustments are included in the

investor presentation for the year ended 30 June 2023.


Definitions:

• EBITDA: This means earnings before interest, tax,

depreciation and amortisation and is calculated as profit for

the period before net finance costs, tax, depreciation and

amortisation

• Normalised EBITDA: This means EBITDA after normalisation

adjustments

• 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

• 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


21 August 2023


Audited financial statements accompany this announcement.

---

Template
Distribution Notice


Updated as at June 2023




Please note: all cash amounts in this form should be provided to 8 decimal places, including zeros (ie 0.01001000)


Section 1: Issuer information

Name of issuer Steel & Tube Holdings Limited

Financial product name/description Ordinary Shares

NZX ticker code STU

ISIN (If unknown, check on NZX

website)

NZSUTE0001S5

Type of distribution

(Please mark with an X in the

relevant box/es)

Full Year X Quarterly

Half Year Special

DRP applies

Record date 8 September 2023

Ex-Date (one business day before the

Record Date)

7 September 2023

Payment date (and allotment date for

DRP)

22 September 2023

Total monies associated with the

distribution

1


$6,673,107

Source of distribution (for example,

retained earnings)

Retained Earnings

Currency NZD

Section 2: Distribution amounts per financial product

Gross distribution

2

$0.05555556

Gross taxable amount

3

$0.05555556

Total cash distribution

4

$0.04000000

Excluded amount (applicable to listed

PIEs)

NIL

Supplementary distribution amount $0.00705882

Section 3: Imputation credits and Resident Withholding Tax

5


Is the distribution imputed Fully imputed


1

Continuous issuers should indicate that this is based on the number of units on issue at the date of the form

2

“Gross distribution” is the total cash distribution plus the amount of imputation credits, per financial product, before the deduction of

Resident Withholding Tax (RWT).

3

“Gross taxable amount” is the gross distribution minus any excluded income.

4

“Total cash distribution” is the cash distribution excluding imputation credits, per financial product, before the deduction of RWT.

This should include any excluded amounts, where applicable to listed PIEs.

5

The imputation credits plus the RWT amount is 33% of the gross taxable amount for the purposes of this form. If the distribution is

fully imputed the imputation credits will be 28% of the gross taxable amount with remaining 5% being RWT. This does not constitute

advice as to whether or not RWT needs to be withheld.




Partial imputation

No imputation

If fully or partially imputed, please

state imputation rate as % applied

6


28.0%

Imputation tax credits per financial

product

$0.01555556

Resident Withholding Tax per

financial product

$0.00277778

Section 4: Distribution re-investment plan (if applicable)

DRP % discount (if any)

N/A

Start date and end date for

determining market price for DRP

N/A N/A

Date strike price to be announced (if

not available at this time)

N/A

Specify source of financial products to

be issued under DRP programme

(new issue or to be bought on market)

N/A

DRP strike price per financial product

N/A

Last date to submit a participation

notice for this distribution in

accordance with DRP participation

terms

N/A

Section 5: Authority for this announcement

Name of person


authorised to make

this announcement

Richard Smyth

Contact person for this

announcement

Richard Smyth

Contact phone number +64 21 646 822

Contact email address richard.smyth@steelandtube.co.nz

Date of release through MAP


21 August 2023







6

Calculated as (imputation credits/gross taxable amount) x 100. Fully imputed dividends will be 28% as a % rate applied.

---

FY23 Results Presentation
For the 12 months ended 30 June 2023

21 August 2023

Agenda
•FY23 performance

•Financial results

•Moving forward

•Outlook

•Discussion

2

3
FY23 trading conditions

Resilient business platform and track record of navigating changes through economic cycles

•Some easing in activity across most sectors in

2H23; FY23 volumes down 12.4% compared to

FY22

•Residential weak –consumer spending under

pressure, interest rates impacting housing market,

reduced business and residential investment; 12%

of STU revenue is from Residential

•Commercial construction and Manufacturing softer

but remains stable; Infrastructure investment

continues to strengthen after long period of low

investment

•Inflationary cost pressures partially offset, with

further benefits expected to flow into FY24

•Tight labour supply over most of the year, with

some easing in 2H23 as more foreign workers gain

entry

•Steel pricing remains elevated above pre-Covid

levels

•Inventory levels actively reduced to match market

demand and as supply chains opened up

•Supply chain constraints and international freight

rates eased at end of 1H23; however fuel and

compliance costs expected to see rates rise in FY24

4
Demand for steel remains solid despite economic conditions

Positive long term macro trends will drive momentum

Source: Statistics New Zealand, BNZ –BusinessNZ PMI, Statistics NZ, NZIER

Share of sales restated following a comprehensive review of all significant customers as part of our segmentation strategy

Steel & Tube is a diversified

business with limited exposure

to any one sector

Share of Sales

Activity Index: Infrastructure Construction

Robust outlook with large scale projects

50

70

90

110

130

150

170

190

Jun-19Jun-20Jun-21Jun-22Jun-23

20

30

40

50

60

Jun-19Jun-20Jun-21Jun-22Jun-23

5

6

7

8

20

40

60

Jun-19Jun-20Jun-21Jun-22Jun-23

SQM (millions)

No. Consents

(000s)

Residential Consents

Long term demand and undersupply

NumberFloor Area

2

3

4

2

4

6

8

10

Jun-19Jun-20Jun-21Jun-22Jun-23

SQM (millions)

Consents $ (bn)

Consents $bnFloor Area

35%

37%

32%

31%

12%

11%

10%

9%

7%

8%

4%

4%

FY23FY22

Others

Resellers

Infrastructure

Residential

Commercial

Manufacturing

Performance of Manufacturing Index (PMI)

Headwinds affecting activity, long term remains positive

Non-Residential Consents

Positive commercial investment continues

5
Actively managing market challenges

Market ChallengesFY23 response

Slowing economy•Resilient business platform –significant reductions in debt and inventory, solid underlying

cashflows

Commodity price

volatility, some easing

•Continued investment in the right inventory and reduced inventory cover

•Selling down longer inventory positions

•Focus on dollar margin capture on existing inventory

Inflation•Actively targeting cost inflation

•Comprehensive cost out programme –benefits to be seen in FY24

Tight labour market•Continued focus on staff training and development –leadership training, coaching,

wellbeing workshops

•Expanded investment in Māori Cadetship Programme

•At year end, all staff at or above the Living Wage

Cashflow management•Tight management of debtors

•Continuing to review debtor and creditor terms

6
Results at a glance

Successful strategy execution driving resilient performance

Revenue

$589.1m

-1.7%

EBITDA

$51.9m

-22.1%

EBIT

$31.0m

-34.9%

NPAT

$17.0m

-43.7%

Volume

146,409t

-12.4%

Earnings Before Interest and Tax (EBIT), Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA), Net Profit AfterTax (NPAT) | ROFE: Return on Funds Employed, calculated as Normalised EBIT over Average Funds Employed (Net Debt

(including Lease Liability) + Equity). FY22 had previously been calculated using debt, the percentage has been restated to use net debt consistent with the company’s peers | Non-GAAP earnings reconciliation at the end of the presentation

ROFE

9.9%

FY22: 15.4%

Normalised

EBITDA

$52.9m

-20.9%

Normalised

EBIT

$32.1m

-33.0%

•Solid financial

performance, at top of

guidance

•Achieved Steel & Tube’s

second highest revenue

result, just shy of last

year’s exceptional super

cycle result

•Record net cash inflow

from operating activities

of ~$100m, almost double

that of the previous

record cash inflow result

•No bank debt and a

positive cash balance,

representing a ~$50m

improvement

7
Making life easier for customers needing steel solutions

Dual pathway strategy

Grow high

value

products,

services and

sectors

Continue to

strengthen

the core

Customer -preferred supplier

for steel solutions and products

Growth-increasevalue

through organic growth and

programmatic smaller M&A

Shareholder-deliver

increasing value and returns

for our shareholders

Sustainability-financially

rewarding for our shareholders

and positive for our people,

our customers and our planet

•Best-in-class customer experience

•Cross sell products and services

•Accelerate shift to digital sales

•Drive gross margin $/tonne

•Operating efficiency

•High value products, diversified materials

and value-added services

•Diversify customer segments and build scale

•Primary focus on organic investmentand

programmatic smaller M&A in adjacent

sectors

Strategic pathwaysOur goals

8
•Best-in-class customer experience

•Cross sell products and services

•Accelerate shift to digital sales

•Drive gross margin $/tonne

•Operating efficiency

Strengthening

the core

•Continuous focus on the customer–customer segmentation to

ensure each is serviced in the most appropriate manner

•Pricing analytics driving value, consistency and fair value for

customers

•Digital offering fast and reliable customer service

•Focus on opex costs and $5m cost out programme in FY24 –

good progress already made

•Project Stronginvestmentmaximising the return from our

Auckland palletised operations

Overall goal to deliver gross margin

improvement

9
•Increased warehouse capacity for

high value, high demand

products along with reductions in

freight costs and emissions

•Improved facilities, including a

refreshed tradeshopand

collection point in West Auckland

•Investing in new racking at Bruce

Roderick Drive site, doubling our

Auckland palletised capacity

•Increased automation and

warehouse technologies to drive

safety and productivity –

improved service offer and

market advantage

•Net present value estimated at

$4m; total investment in our

facilities ~$1.5m (1/3 funded by

landlords); FY24 one-off opex

impact $0.7m

Project Strong –focus on

palletised operations

Goals –increase capacity, improve service offer and productivity

10
•Recent initiatives now

account for 10% of

Distribution EBIT

•$12.3m of investment FY22 to

FY23; delivering positive

earnings from day one

•Significant opportunities

continue to be identified

•High value products, range

extensions, diversified materials

and value-added services

•Diversify customer segments,

build scale and earnings

stability through cycle

•Primary focus is on organic

investmentand M&A in

adjacent sectors

Grow high value

products, services

and sectors

Growth initiatives as % of

Distribution Revenue

1.1%

1.1%

2.8%

4.7%

0%

1%

2%

3%

4%

5%

1H222H221H232H23

Overall goal to deliver gross margin dollar improvement

11
•Additional new high specification Plate Processing

& Press Brake installed on budget and on time

•Plate processing revenues up 76% and Gross

Margin $ up 75% year on year

•Earnings momentum building with further

geographic expansion in progress

Plate Processing

Recent organic growth initiatives

32

Aluminium

•Selected range of high demand, high value products

added from March 2023

•Initial focus on range to support existing customer base

•Immediately earnings accretive, utilisingour existing

distribution network

•Pleasing initial demand which is growing steadily

•Product margin $/tonne has exceeded expectations –

aluminium is now one of our highest margin products

•Adding selected range extensions to meet demand

-

5

10

15

20

25

30

Jul-21

Oct-21

Jan-22

Apr-22

Jul-22

Oct-22

Jan-23

Apr-23

Plate Processing Average Daily

Revenue

0

5

10

15

Jul-21

Oct-21

Jan-22

Apr-22

Jul-22

Oct-22

Jan-23

Apr-23

Thousands

Aluminium Average Daily

Revenue

12
Completed M&A

•Integration in line with expectations with

business operating on Steel & Tube systems

•Solid forward project work in the pipeline

•Leveraging our existing network to expand the

Kiwi range nationally

•Earnings per share positive in the first year

•One of our highest ROFE businesses

•FY23 revenue and EBIT slightly up on FY22

despite the slowdown in the residential sector

•New product range extensions supporting

growth

Kiwi Pipe & Fittings

Fasteners NZ

0

10

20

30

40

50

Jul-21

Oct-21

Jan-22

Apr-22

Jul-22

Oct-22

Jan-23

Apr-23

Kiwi Pipe Average Daily

Revenue

-

2

4

6

8

10

12

Jul-21

Oct-21

Jan-22

Apr-22

Jul-22

Oct-22

Jan-23

Apr-23

Fasteners NZ Average Daily

Revenue

13
Ongoing M&A

Key criteria

•Careful gate approach to M&A ensuring best fit acquisitions only

•Identified categories with high margin, low Steel & Tube market share

•In our space i.e.

‒Steel and metals distribution

‒Processing

•Culture and business fit

•Will only proceed if our criteria are met

Key:

lTask completed or offer placed

lTask in progress or may progress in future

lNot complete or opportunity exhausted

OpportunitiesInitial proposal

Non-binding

offer

Due diligenceBinding offerDeal complete

Complete

llllllllll

Active

lllllllllllllll

Non-Active

lllllllllllllllll

Over the past two years Steel & Tube has been successfully growing the business through smaller M&A with 2

acquisitions completed. A total of 17 companies have been reviewed with 8 currently under active consideration

14
Customer, employee and sustainability update

4.9

1.86

1.13

1.14

0

2

4

6

FY20FY21FY22FY23

5

19

3535

0

10

20

30

40

Jul-20Jul-21Apr-22Mar-23

Employee Satisfaction (eNPS

2

)

Employee Safety Measure

(eTRIFR

1

)

Emissions kgCO

2

e per tonne

3

24

34

40

42

0

10

20

30

40

50

FY20FY21FY22FY23

Industry Average: 32

1.eTRIFR: Employee Total Recordable Injury Frequency Rate

2.Net Promoter Score (NPS): Measure of customer/employee satisfaction

3.Reporting references the Greenhouse Gas Protocol and includes all material emissions under Scope 1 and 2, with Scope 3, except purchased goods and services

Customer Satisfaction (NPS

2

)

Industry Average: 18

Customer

•Satisfaction remains at high levels as we

maintain focus on best-in-class customer

experience and solutions

•Growing online presence, omni-channel offer

•Product offer tailored to customer needs

Sustainability

•Emphasis on safety, wellbeing and culture

•Employee satisfaction well above industry

average

•Safety outcomes are positive, remain focused

on zero injury target

•Voluntary Climate-Related Disclosures in

FY23 Annual Report

104.0

96.6

90

95

100

105

FY22FY23

7% Year on Year Reduction

15
Financial

Results

16
Group financial summary

•Volumeshave held up well, given super cycle in

FY22 and New Zealand entering a recession in FY23

•Revenues largely flat due to higher unit prices

•Effective margin management with some reduction

as excess inventory moved at reduced margin

•Opexinflationary pressure partially offset

•Strong cashflows supporting full debt repayment;

net cash $6.5m

•Fully imputed dividend of 75% of adjusted NPAT in

line with policy of 60% to 80%

Delivered strong

FY23 results

* FY23 and FY22 Normalised EBITDA and Normalised EBIT have been adjusted to exclude non-trading adjustments. Further details included in appendix to this presentation.

$mFY23FY22Var%

Revenue589.1 599.1 (1.7%)

Volume (Ktonnes)146.4 167.2 (12.4%)

EBITDA 51.9 66.6 (22.1%)

Normalised EBITDA*52.9 66.9 (20.9%)

EBIT31.0 47.6 (34.9%)

Normalised EBIT*32.1 47.9 (33.0%)

NPAT17.0 30.2 (43.7%)

Net operating cash flow98.3 (34.1)388.3%

EPS10.318.3(43.7%)

Dividend (cents per share)8.0 13.0 (38.5%)

Gross Dividend (cents per share)

(including imputation credits)

11.114.5(23.4%)

17
Repositioned the business for

more challenging economic

cycle while investing in growth

Group balance sheetsummary

•Significant reduction in inventory

•Freeing up cash as inventory position reduced

•Disciplined management of working capital

•Strong cashflows supporting strategic initiatives

•Fully repaid debt with substantial bank facility in

place to fund growth

•Subsequent to 30 June 2023, completed the

renewal of the $100m bank facility

$mFY23FY22

Trade and other receivables79.3 103.3

Inventories139.2 192.5

Trade and other payables(69.4)(89.0)

Working Capital149.1 206.8

Total Facility

100.0 100.0

Borrowings

-(51.0)

Available Facility/Undrawn

100.0 49.0

Cash and cash equivalents

6.5 8.0

Borrowings-(51.0)

Net Cash/(Debt)6.5 (43.0)

Net Tangible Assets (NTA) 194.6 202.2

ROFE (%)

9.9%15.4%

18
Resilient revenue

Momentum driven by strong focus on our

customers, pricing disciplines and growth of

high value products, services and sectors

Revenue $589.1m: lower by $10m (1.7%)

Continuing sales momentum, despite market conditions

Volume 146.4 Ktonnes: lower by 20.8 Ktonnes(12.4%)

Sustained customer demand for comprehensive range of

products

-

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

4,500

-

100

200

300

400

500

600

700

FY21FY22FY23

Average Selling Price ($/t)

Sales ($m)

Sales & Average Selling Price

Average Selling PriceRevenue

-

50

100

150

200

-

100

200

300

400

500

600

700

FY21FY22FY23

Tonnage (000s)

Sales ($m)

Sales & Volume

VolumeRevenue

19
Year-on-year growth in gross margin $/tonne

•Strategic focus on higher value products, services and sectors

•During early calendar 2023 margins contracted as selling

price didn’t increase as fast as the moving average price; in

the May-July quarter this reversed

•Some margin percentage reduction as excess inventory was

reduced

•Direct cost inflation partially offset through labour and

freight efficiencies

Gross margin includes freight, direct and sub-contract labour

Improvement in Gross

Margin $/tonne

581

621

799

850

500

700

900

Jun-20Jun-21Jun-22Jun-23

Gross Margin $/tonne

12 Month Rolling Average

19.0%

20.4%

22.3%

21.1%

15.0%

20.0%

25.0%

Jun-20Jun-21Jun-22Jun-23

Gross Margin %

12 Month Rolling Average

20
Business performance

Resilient performance in a softening market

Distribution –high volume business

•Solid performance despite market conditions

•Benefiting from inventory management, pricing and

supply chain disciplines

•Significant operating leverage –expect margins to

improve longer term

Infrastructure –processing products before sale

•Reinforcing business turn-around driven by margin and

cost management

•Risk reduction –focus on supply only projects

•Transitioned to projects where capability can be

leveraged; solid pipeline of work from new tenders;

some large projects delayed into FY24

Gross margin includes freight, direct and sub-contract labour

*FY22 restated to be consistent with the group’s segment reporting in the financial statements

DistributionFY23FY22

% of Group revenue60.5%64.0%

Revenue ($m)$356.3$383.4

Gross Margin $/tonne$826$890

Gross Margin*20.9%24.1%

InfrastructureFY23FY22

% of Group revenue39.5%36.0%

Revenue ($m)$232.8$215.7

Gross Margin $/tonne$913$667

Gross Margin*22.0%19.5%

21
Normalised operating expenses

Targeting $5m of operating expense savings in FY24

•Ongoing focus on streamlining operational costs

•Continued efficiencies have resulted in network

leverage and led to a reduction in carbon emissions

•Increase in FY23 normalised operating expenses of

$6m:

‒Inflationary pressure –wage/salary, the return to

more normalised travel and other costs as we exit

the Covid environment and increasing IT costs

‒Increased depreciation and amortisation (D&A)

$1.8m –mostly growth related

Normalised Opex excludes Holiday Pay provisions/reversal and the impact of SaaS, as well as non-trading adjustments previously reported

0%

15%

30%

0

25

50

75

100

FY21FY22FY23

$m

Normalised Operating

Expenses

Normalised OPEXD&AOpex/Sales %

22
Normalised EBIT

Pricing benefits offset by

inflationary pressures

•Normalised EBIT at top of guidance

•Focus on higher value products,

ensuring inventory availability

•Improved pricing disciplines,

leveraging analytics and digital

capabilities

•FY23 Normalised EBIT $32.1m;

reported EBIT $31.0m

NormalisedEBIT has been adjusted to exclude non-trading adjustments. Further details included in appendix to this presentation.

23
Inventory management

Managing inventory levels carefully to ensure

best use of working capital

•Inventory levels increased in FY22 in response to

supply chain congestion

•FY23 inventory positions significantly reduced –35%

reduction in volumes (tonnes) on hand FY22 –FY23

•Unit finished product prices remain at elevated levels

•Inventory cover has been reduced by 1.1 months

compared toFY22

•Active stewardship and use of detailed analytical tools

to ensure investments are made in higher margin

products; reducing lower margin products

192.5

139.2

19.5

8.9

(60.1)

(21.6)

100

120

140

160

180

200

220

240

Opening SOH

Pricing

Strategic Initiatives

Inventory Optimisation

Supply Chain Improvements

Closing SOH

$ in Stock Inc GIT (m)

Inventory Position FY22 to FY23

24
Cashflow

•Record operating cash inflows reflecting

steady revenues

•Decreased inventory on hand as a result

of careful inventory management and

supply chain normalisation

•Dividends of $19m paid during FY23

25
Capital expenditure

Careful management of funds in current environment

•FY23 capex of $6.2m (FY22: $6.2m)

•Capital spend below depreciation levels

•Priority capital allocation to business improvement /

growth projects (63%) andsupporting digital (37%)

Planned investment for FY24

•Investment in processing equipment and other growth

opportunities

•Continued investment in digital technology

•Strong balance sheet will support capital investment

programme

* FY21 capex hasbeen restated for the impact of a change in accounting policy in relation to the accounting for Software as a Service arrangements (“SaaS”)

** FY20 capex has not been restated for the impact of SaaS

***Depreciation and amortisation excludes right-of-use asset depreciation

0

2

4

6

8

10

0

2

4

6

8

10

FY20**FY21*FY22FY23

$m

Capital Expenditure

26
Investor returns

1

Gross dividends include the benefit of imputation credits

2

Based on share price at 30 June each year –FY23 $1.12, FY22 $1.27

•Return on funds employed above cost of capital for both

FY22 and FY23

•Recessionary environment during 2H23

•High dividend yield maintained

FY23FY22

Interim Dividend

cps (net)4.05.5

Final Dividend

cps (net)4.07.5

Total

cps (net)8.013.0

cps (gross)

1

11.114.5

Dividend Yield (Gross)

2

%9.9%11.4%

27
Moving

Forward

28
Macro opportunities

Significant exposure to climate resilience, infrastructure and essential water services

Infrastructure

•Govt budget in excess of $71bvs

$45b in previous 5 year period

•In excess of $92b in project

value in the pipeline

-Rebuild following extreme

weather events

-Major projects across health,

education, community

facilities, energy, water and

transport

-Mix of region-wide and

national projects

Steel is one of the world’s

most essential and sustainable

building products –

permanent, forever reusable

and the most recycled

substance on the planet.

Steel offers a number of

advantages in a future where

climate change and extreme

weather events are likely to

become more common.

Climate resilience

•Proven capability, capacity, and

expertise to deliver innovative

project solutions:

-Port rebuilds

-Wind and solar energy

-Coastal protection

-Resilient buildings

29
Economic drivers

Build share of sales in growth sectors

Share of Sales (FY23)

35%

32%

12%

10%

7%

4%

Others

Resellers

Infrastructure

Residential

Commercial

Manufacturing

Demand primarily driven by residential market trends

Strong long term pipeline driven by climate investments, rebuild following

weather events, and catch up on low investment in prior years

Economic headwinds impacting growth, expected improvement mid-2024

Modest fall from peak 2023 levels expected, however strong pipeline

Expected to remain subdued in the short to medium term

Resellers

FY24

FY27

Infrastructure

Residential

Commercial

Manufacturing

Customer First

M&A / Growth Activity

Focus on Costs

30
FY24 outlook

Market outlook

•Economic cycle likely to remain challenging;

recessionary environment to continue 1H24, as

well as usual slowdown in activity prior to election.

Expect 2H24 will see easing of macro trends –

interest rates, labour market, construction and

cost inflation

•Elevated Government investment offset by

weaker business and residential investment

•Significant medium to long term

opportunities; climate resilience, seismic

strengthening, rebuild activity and essential water

services. Government budgeted $71b spend on

infrastructure 2022 to 2026, excluding cyclone and

flooding rebuild costs

•Steel pricing volatility has reduced; stabilised

above pre-Covid levels

Well positioned to respond to the challenging

economic cycle and to take advantage of new

market and product opportunities, including

the rebuilding programme

•Healthy pipeline of infrastructure and commercial

projects in place; manufacturing remains steady

•Strong balance sheet and cashflowsto support

growth initiatives; focus remains on gross margin

$/tonne and actively managing costs with $5m

cost out programme underwayin FY24

•Business growth to continue through organic

expansion and M&A

Discussion

32
Non-GAAP financial information

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

GAAP measures when discussing financial performance. These

include Normalised EBITDA, Normalised EBIT and Working Capital.

Management believes that these measures provide useful

information on the underlying performance of Steel & Tube’s

business. They may be used internally to evaluate performance,

analyse trends and allocate resources. Non-GAAP financial measures

should not be viewed in isolation nor considered as a substitute for

measures reported in accordance with NZ IFRS.

Non-trading adjustments/Unusual transactions: The financial

results for FY23 include 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

above reconciliation is intended to assist readers to understand how

the earnings reported in the years ended 30 June 2023 and 30 June

2022 reconcile to normalised earnings. Non-trading adjustments of

$(1.1) million are included in the FY23 results.

Year ended 30 JuneEBITDAEBIT

$000sFY23FY22FY23FY22

Reported 51,876 66,598 31,009 47,636

Loss on de-recognition of finance lease receivable128 -128 -

Holiday pay provision release-(854)-(854)

NZ IFRS 16 reversal of impairment(177)(527)(177)(527)

Software as a Service (SaaS) upfront expenditure1,109 1,645 1,109 1,645

Normalised52,936 66,862 32,069 47,900

33
Glossary of terms

EBIT: Earnings / (Loss) before the deduction of interest and

tax. This is calculated as profit for the year before net

interest costs and tax

EBITDA: Earnings / (Loss) before the deduction of interest,

tax, depreciation and amortisation. This is calculated as

profit for the year before net interest costs, tax,

depreciation and amortisation

ROFE:Return on Funds Employed. This is calculated as

Normalised EBIT over Average Funds Employed (Net Debt

(including Lease Liability) + Equity)

eNPS: Employee Net Promoter Score –assists in measuring

employee satisfaction and loyalty within the organisation

NPS: Net Promoter Score –assists in measuring customer

satisfaction and loyalty

Normalised EBIT/EBITDA: This means EBIT and EBITDA

excluding non-trading adjustments and unusual

transactions

eTRIFR: Employee Total Recordable Injury Frequency Rate –

an important metric to assess safety performance

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

34
•This presentation has been prepared by Steel & Tube Holdings

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 invitation or

solicitation 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 not

purport 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 regard to that 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 substitute for, 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

---

Dear Shareholder
On behalf of the board and management, we are very pleased

to advise that Steel & Tube Holdings Limited’s Annual Report

for the year ended 30 June 2023 (FY23) is available to view on

our website https://steelandtube.co.nz/investor/reports.

This year marks a significant milestone for Steel & Tube as

we commemorate 70 years of successful business operation.

Over the past seven decades, we have consistently embraced

innovation, adapted to changing market dynamics and

invested in new technologies to ensure that we remain at

the forefront of our industry. This has allowed us to navigate

through various economic cycles, expand our product

portfolio, and deliver long term sustainable growth.

Despite the economic headwinds seen in FY23, Steel & Tube

has delivered a solid performance, demonstrating prudent

fiscal management and the value in our dual pathway

strategy. Financial results were at the top of 10 May 2023

guidance and, along with record operating cashflows, FY23

revenue was the second highest reported by the company.

The board is pleased to have declared a final dividend of

4 cents per share, 100% imputed. This takes full year gross

dividends to 11.1 cents per share and represents a yield of 10%.

We continue to actively manage the softer trading conditions

and remain focussed on providing high levels of service to

our customers while also strengthening the core business

and maintaining a disciplined growth focus. New growth

initiatives are performing well and offer opportunities for

growth and expansion.

We are cautiously optimistic that 2023 represents the bottom

of the cycle and although we don’t expect a fast recovery,

we anticipate there will be some improvement from early

2024 (the second half our FY24 financial year). Steel & Tube

has significant operating leverage and we expect any

uplift in activity and demand to be reflected in our results.

There are plenty of green lights ahead across our multi

sector exposures. Commercial construction is expected

to improve, there is still a strong pipeline in residential

construction from consents granted previously, and large

scale infrastructure projects are progressing.

Steel is an essential construction material and we have the

capability and expertise to deliver innovative solutions to

assist in rebuilding of infrastructure, climate resilience and

essential water services.

We remain committed to delivering value to our shareholders

and confident in the prospects for our company. Thank you

for your continued support.


Susan Paterson Mark Malpass

Chair Chief Executive Officer

2023

Review

Steel & Tube Holdings Limited

1

Gross dividends include imputation credits of 3.1cps. Yield based on share price of $1.12 at 30 June 23

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

KIWI

PIPE & FITTINGS

FY23 at a Glance

Steel & Tube’s resilience and strength comes to the fore,

delivering solid results in a challenging environment.

+

Solid financial performance, at top of

guidance

+

Achieved Steel & Tube’s second-highest

revenue result, just shy of last year's

exceptional super cycle result

+

Record net cash inflow from operating

activities of ~$100m, almost double that of

the previous record cash inflow result

+

No bank debt and a positive cash balance,

representing a ~$50m improvement

+

Significant reduction in inventory balance

+

Disciplined management of costs in an

inflationary environment; good progress

on $5m cost-out programme

+

Maintained dollar margins on softer

volumes through effective price

management

+

Continued investment in digital

technologies delivering business

efficiencies, high levels of customer

service and competitive advantage

+

Excellent turnaround in Infrastructure

business; Distribution business operating

leverage constrained in a softer business

environment

+

New growth initiatives account for 10% of

Distribution EBIT and offer opportunities

for growth and expansion

+

Launch and expansion of aluminium

product range from March 2023, with

demand growing month on month

+

First full year of enhanced plate

processing service offer, with EBIT

increasing by 70% in a short period and

plans for further expansion

+

Fasteners NZ (acquired July 2021)

continues to outperform, providing

a strong complement to the Fortress

Fasteners brand

+

Kiwi Pipe and Fittings (acquired

August 2022) performing in line with

expectations, geographic expansion

delivering growth

Strengthening

the Core

Grow High

Value Products,

Services and

Sectors

$mFY23FY22Var%

Revenue5 89.159 9.1(1.7 %)

Volume (Ktonnes)146.41 6 7. 2(12.4%)

EBITDA5 1.966.6(2 2.1%)

Normalised EBITDA

1

5 2 .96 6 .9(20.9 %)

EBIT31.04 7. 6(3 4.9 %)

Normalised EBIT

1

32.14 7.9(33.0%)

N PAT1 7. 030.2(43 .7 %)

Inventory13 9. 2192.5( 2 7. 7 %)

Net operating cashflow98.3(3 4.1)+388.3%

Net cash/(debt)6.5(43 .0)115.1%

EPS10.3 cps18.3 cps(43 .7 %)

Gross Dividend (incl. imputation credits)11.1 cps14.5 cps(2 3.4%)

ROFE10%15%(3 5.7 %)

1

Normalised EBITDA and Normalised EBIT have been adjusted to exclude non-trading adjustments and unusual transactions of $(1.1)m in FY23. See Steel & Tube’s FY23 Results

Presentation for a reconciliation.

---

Celebrating 70 Years
Steel & Tube Holdings Limited

2023

Annual

Report

It is with pleasure that we present
Steel & Tube’s Annual Report for

the year ended 30 June 2023.

Susan Paterson


Chair

Mark Malpass

Chief Executive Officer

18 August 2023

2Steel & Tube Annual Report 2023

About Us 06
Our Business 07

Our Strategic Roadmap 08

FY23 at a Glance 10

Chair and CEO's Report 12

Our Businesses 16

Enabling Our Business 22

Building a Sustainable Business 26

The Board 32

Leadership Team 34

Financial Measures 36

Five Year Financial Performance 37


Financial Report 38

Financial Statements 40

Independent Auditor's Report 74

Governance 78

Climate-related Disclosures 89

Remuneration 99

Disclosures 103

Glossary 106

Directory 107

Contents

3Steel & Tube Annual Report 2023

1950s to 1970s
+

Formation of Steel &

Tube through merger of

three steel merchandising

companies

+

Public listing on NZX in 1967

1980s

+

Growth strategy and

diversification away from

core activities

+

One of NZ’s largest

industrial businesses

2000s

+

Commenced centralised

commercial ERP platform

+

Continued acquisition

growth

2010s

+

Consolidation of

operations

+

Acquired the NZ business

of Tata Steel, Fortress

Fasteners, Composite Floor

Deck

2020s

+

Digital transformation

commenced

+

Launch of webshops

+

Acquired Kiwi Pipe and

Fittings, and Fasteners NZ

1990s

+

Restructuring and return to

core business

+

Acquisition of steel sector

businesses

4Steel & Tube Annual Report 2023

This year marks a significant milestone for Steel & Tube
as we commemorate 70 years of successful business

operation. In a world where less than half of businesses

make it past the first ten years, our longevity and strong

standing is testament to our enduring spirit, our ability to

move with the times, the dedication of our team and the

loyalty of our customers.

Since our inception in 1953, we have steadily grown from

a modest operation to become a trusted name in the

steel and building materials sector, serving customers

across New Zealand. Our commitment to excellence

and continuous improvement has been the cornerstone

of our success. Over the past seven decades, we have

consistently embraced innovation, adapted to changing

market dynamics and invested in new technologies to

ensure that we remain at the forefront of our industry.


This has allowed us to navigate through various economic

cycles, expand our product portfolio, and deliver long

term sustainable growth.

In celebrating this significant anniversary, it is important


to acknowledge the contribution of our shareholders,

who have played a pivotal role in our journey, providing

us with the resources and support necessary to pursue

our strategic objectives.

As we look ahead, we recognise that the business


landscape is constantly evolving, and new challenges

and opportunities lie on the horizon. With a rich legacy

across 70 years and a strong sense of purpose, we are


well-positioned to embrace the future with confidence

and determination. We will continue to invest in our

people, nurture strong customer relationships and

leverage our expertise to drive innovation and create

value for all stakeholders.

Celebrating 70 Years Together

5Steel & Tube Annual Report 2023


1

Excludes vacancies and contractors |

2

Excluding one transitional site in Hamilton |

3

eTRIFR: Employee Total Recordable Injury Frequency Rate per 1 million work hours

4

Net Promoter Score. Employee NPS industry average is 18 and Customer NPS industry average is 32

About Us

Our purpose is to

make life easier for our

customers needing

steel solutions.

Steel & Tube offers New Zealand’s most

comprehensive range of steel products,


services and solutions.

We source, process and distribute steel and

metal products – including fastenings, fire

reticulation pipes and valves, chain and rigging,

stainless, engineering steel and processed


plate and sheet. We also make steel products

to order on a project basis, including roofing,

ComFlor decking and reinforcing.

We have expertise across a diverse range


of sectors, offering our customers a wide

range of products and solutions to meet

their steel needs.

We serve our customers through our


nationwide network and our online platform,

helping them to build stronger projects and

create better outcomes.

Our competitive advantage is our ability


to cross sell our extensive offer to customers,

leveraging our national footprint and breadth


of product offering.

We are a proud New Zealand company in

our 70th year of trading. Our people are our

greatest strength – the backbone of our

company. We’re passionate, innovative,


capable and proud of what we do.

851

Te a m

members

1

27

Sites across

New Zealand

2

14,000

Active

Customers

1.14

Safety eTRIFR

3

Well below industry average

7.9/ 1 0

Employee

Engagement Score

35

Employee NPS

4

Above industry benchmark

42

Customer NPS

4

Above industry average

96.6

kgCO2e/Tonne sold

Scope 1, 2 and 3 emissions

intensity

6Steel & Tube Annual Report 2023

KIWI
PIPE & FITTINGS

Infrastructure

+

Products processed before sale, typically

on a contract or project basis, including

onsite installation services

Distribution

+

Products sourced from preferred

steel mills and distributed through our

national network

1

3

2

2

2

2

2

8

1

1

1

1

1

Our Business

Our stable of best-in-class

businesses are some of this

country’s leading steel suppliers

7Steel & Tube Annual Report 2023

Customer
+

Preferred supplier for steel

solutions and products

Shareholder

+

Deliver increasing value and returns

for our shareholders

Growth

+

Increase value through

organic growth and M&A

Sustainability

+

Financially rewarding for our

shareholders and positive for our

people, our customers and our planet

Strategic

Goals

To Make Life Easier For Our Customers

Needing Steel Solutions

Purpose

Our Strategic Roadmap


C

O

M

M

I

T

T

E

D


T

O


H

E

A

L

T

H

,


S

A

F

E

T

Y

,


Q

U

A

L

I

T

Y


A

N

D


E

N

V

I

R

O

N

M

E

N

T

A


W

I

N

N

I

N

G


T

E

A

M


A

N

D


P

O

S

I

T

I

V

E


C

O

M

M

U

N

I

T

Y


E

N

G

A

G

E

M

E

N

T
















C

R

E

A

T

I

N

G


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U

C

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S

S

F

U

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A

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N

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C

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S

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O

M

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R


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S

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8Steel & Tube Annual Report 2023

Our dual pathways underpin our strategy,
helping us build a diversified and

resilient business and driving our strong

performance in the market. By focusing

on these pathways, we are strengthening

our business foundation while capitalising

on new avenues of growth, ensuring long

term value for our stakeholders.

Strengthen

the Core

Building On Our Strong

Foundation

Strengthening the core involves

building on the strong business

foundation we have established,

to deliver best-in-class customer

experiences, operational efficiency


and a strong financial performance.

The breadth of our product range,

scale of our network, our IT and digital

platform and our team of talented

people are all paramount to achieving

our goal of being New Zealand’s

preferred supplier of steel products


and solutions.

Sustainability is also a key consideration

in strengthening our core. We are


committed to sustainable practices,

focusing on environmental

stewardship, responsible sourcing,


and reducing our carbon footprint.

Growing High

Value Products,

Services and

Sectors

We will grow our business by expanding

our offering and investing in new

products, services and sectors that

provide high value to our customers.

While our primary focus is on organic

growth, we remain open to considering

opportunities in adjacent sectors that

align with our strategic objectives


and provide synergistic benefits.

We will leverage our expertise, market

knowledge, and customer relationships

to identify and capitalise on these

growth opportunities.

9Steel & Tube Annual Report 2023

FY23 at a Glance
Steel & Tube’s resilience and strength

comes to the fore, delivering solid results

in a challenging environment.

+

Solid financial performance, at top

of guidance

+

Achieved Steel & Tube’s second-

highest revenue result, just shy of

last year's exceptional super cycle

result

+

Record net cash inflow from

operating activities of ~$100m,

almost double that of the previous

record cash inflow result

+

No bank debt and a positive cash

balance, representing a ~$50m

improvement

+

Significant reduction in inventory

balance

+

Disciplined management of costs

in an inflationary environment;

good progress on $5m cost-out

programme

+

Maintained dollar margins on

softer volumes through effective

price management

+

Continued investment in digital

technologies delivering business

efficiencies, high levels of

customer service and competitive

advantage

+

Excellent turnaround in

Infrastructure business;

Distribution business operating

leverage constrained in a softer

business environment

+

New growth initiatives account

for 10% of Distribution EBIT and

offer opportunities for growth and

expansion

+

Launch and expansion of

aluminium product range from

March 2023, with demand growing

month on month

+

First full year of enhanced plate

processing service offer, with

EBIT increasing by 70% in a short

period and plans for further

expansion

+

Fasteners NZ (acquired July

2021) continues to outperform,

providing a strong complement to

the Fortress Fasteners brand

+

Kiwi Pipe and Fittings (acquired

August 2022) performing in line

with expectations and geographic

expansion delivering growth

Strengthening

the Core

Grow High

Value Products,

Services and

Sectors

10Steel & Tube Annual Report 2023

Volume
FY23

FY22

FY21

FY20

FY19

Tonnes (000's)

169

137

158

167

146

Revenue

$(m)

498

418

481

599

589

Gross Margin $/Tonne

GM$/Tonne

$656

$581

$621

$799

$850

FY23

FY22

FY21

FY20

FY19

FY23

FY22

FY21

FY20

FY19

Volume

FY23

FY22

FY21

FY20

FY19

Tonnes (000's)

169

137

158

167

146

Revenue

$(m)

498

418

481

599

589

Gross Margin $/Tonne

GM$/Tonne

$656

$581

$621

$799

$850

FY23

FY22

FY21

FY20

FY19

FY23

FY22

FY21

FY20

FY19

Volume

FY23

FY22

FY21

FY20

FY19

Tonnes (000's)

169

137

158

167

146

Revenue

$(m)

498

418

481

599

589

Gross Margin $/Tonne

GM$/Tonne

$656

$581

$621

$799

$850

FY23

FY22

FY21

FY20

FY19

FY23

FY22

FY21

FY20

FY19

Record operating cashflow and

second highest revenue result

following FY22 super cycle

Revenue

$ 5 89.1m, -1. 7 %

Volume

146,409t, -12.4%

EBITDA

$51.9m, -22.1%

EBIT

$ 3 1.0m, -3 4.9 %

N PAT

$17.0m, -43.7%

Normalised EBITDA

$ 5 2 .9m, -20.9 %

Normalised EBIT

$32.1m, -33.0%

Net operating cashflow

$98.3m, +388.3%

Net Cash/(Debt)

$6.5m, 115.1% improvement

Total FY23 Dividends

8 cents per share

fully imputed

Normalised EBITDA and Normalised EBIT

have been adjusted to exclude non-trading

adjustments and unusual transactions. See

reconciliation and more details on page 36.

FY22FY23

Interim Dividendcps (net)5.54.0

Final Dividendcps (net)7. 54.0

To t a lcps (net)13.08.0

cps (gross)

1

14.511.1

Dividend Yield (Gross)

2

%11.4%9.9 %

1

Gross dividends include the benefit of imputation credits

2

Based on share price at 30 June each year – FY23 $1.12, FY22 $1.27

11

Steel & Tube Annual Report 2023

Chair and CEO’s Repor t
Tēnā koutou

On behalf of the board and management, we are pleased

to present this year’s Annual Report. Despite the economic

headwinds seen in the financial year ended 30 June 2023

(FY23), Steel & Tube has once again delivered a strong

performance, demonstrating prudent fiscal management

and the value in our dual pathway strategy.

Over the past three years we have seen a full gambit of

economic conditions, from pandemic lockdowns in FY21

to the construction boom once restrictions lifted in FY22

(which was a record year for our company), followed by a

period of contraction in FY23 as interest rates have been

increased to quell inflation. The whole team has worked

tirelessly over this time to strengthen our business, and the

lessons learnt, have made us stronger, more resilient and

better able to navigate changing economic cycles.

Solid demand for steel continued in the first half, however,

as activity eased in most sectors, we saw volumes soften.

Inventory management remained a priority as we unwound

the higher inventory levels we had built up in order to ensure

customer supply during the prior period of supply chain

congestion, while successfully managing pricing and margins.

Along with a focus on debt reduction and cashflows, the

company finished the year with a very strong balance sheet,

a 28% reduction in inventory (35% reduction in tonnes), no

bank debt and a positive cash balance of $6.5m.

Our Infrastructure Division (which includes our reinforcing,

rollforming, roofing, coil and purlins, and ComFlor

products) provided another strong result as the reinforcing

business delivered an outstanding turnaround performance.

A number of initiatives are coming to fruition which are

making the Infrastructure Division stronger and have

improved our customer offer.

Distribution, which is more susceptible to the softening

construction and manufacturing markets, saw demand

weaken during the year, however, effective price

management and cost control minimised the impact on

margins. New growth initiatives, including plate processing

and aluminium, as well as recent acquisitions (Kiwi Pipe

and Fittings and Fasteners NZ) now account for 10% of

the Distribution Division’s EBIT and offer opportunities for

growth and expansion.

All of our growth investments are delivering positive returns

and we have identified a number of other opportunities

to grow our business and offering. We have a robust

M&A process in place and any potential acquisition or

investment must meet a stringent set of criteria. This is

demonstrated by our ‘go forward’ rate with 17 opportunities

identified during the year and 20% of these proceeding to

due diligence, resulting in a select number of high value

opportunities being taken through to the next stage.

We have focussed on providing ever higher levels of service

to our customers while also strengthening the core business

and maintaining a disciplined growth focus.

Steel continues to be recognised as one of the most recycled

products in New Zealand with an estimated 85% of steel

from demolition sites returned to steel mills for recycling.

Innovative uses of steel offer resilience to earthquakes and

climatic events, and enable less use of other materials (e.g.

concrete) due to its strength and flexibility.

Trading Conditions

Steel & Tube has a resilient business platform and a

track record of successfully navigating changes through

economic cycles.

Over the 12 months, we saw a deterioration in trading

conditions. Consumer spending was under pressure, higher

interest rates are impacting the housing market, and we

have seen a reduction in business and residential investment.

Commercial construction remains stable and manufacturing

has held up well, although cooled in the second half of the

financial year (2H23). Infrastructure investment continues

to strengthen after a long period of low investment. Steel

& Tube’s diversified strategy is of value in this environment,

limiting our exposure to any particular sector.

Other macro-economic trends have also impacted on

trading. Inflationary cost increases have affected margins,

and the tight labour market that developed over the last

two years continued, with some easing in 2H23 as more

foreign workers have gained entry.

Elevated steel pricing softened in 2H23, although it remains

above pre-COVID levels.

Pleasingly, supply chain constraints and international freight

rates eased at end of 1H23. However, fuel and compliance

costs are on the rise and we expect to see further increases

in FY24.

We continue to actively manage these conditions, with

carefully considered responses including a comprehensive

cost out programme (with benefits to be seen in FY24),

tight control over debtors and cashflow, and a continued

focus on culture, and our employee value proposition to

ensure we attract and retain the best talent. We continue to

invest in the right inventory and services as we shift towards

higher value products and solutions.

12Steel & Tube Annual Report 2023

Susan Paterson
Chair

Steel & Tube has proven

its resilience and ability

to navigate through

economic cycles.

13Steel & Tube Annual Report 2023

Financial Performance
After coming off a super cycle in FY22, Steel & Tube has

maintained a strong performance, notwithstanding the

recessionary environment.

FY23 revenue of $589.1m was the second highest reported

by the company, with sales momentum continuing and

elevated pricing from steel mills almost offsetting softer

volumes which were down by 12% on the prior year.

Benefits are being realised from the focus on higher value

products, improved pricing disciplines and leveraging

data analytics and capabilities. Gross margin dollars per

tonne were ahead of prior year, however, there was some

margin percentage reduction as excess inventory has been

reduced. Stock on hand tonnes reduced by 35% during

FY23. Input costs have also increased, with operating

expenses held in line with inflation.

Normalised earnings before interest and tax were $32.1m,

compared to $47.9m in the FY22 super cycle. This was mostly

attributable to the volume decline with pricing benefits

offset by inflationary pressures. The company reported a

net profit after tax of $17.0m for FY23 (FY22: $30.2m).

The business has been successfully repositioned with balance

sheet strength enabling continued investment in growth.

Inventory was reduced significantly as supply chain issues

eased, which freed up cash to pay down debt. Record

strong cash inflows were achieved, reflecting steady

revenue. A substantial $100m bank facility is in place to


fund growth and this was renewed in August 2023.

Shareholder returns

The board is pleased to have declared a final dividend

of 4 cents per share, 100% imputed. This takes full year

dividends to 8 cents per share and represents 75% of our

Adjusted NPAT.

This is in line with our policy to pay out 60% - 80% of

Adjusted NPAT to our shareholders. The full year dividends

of 8 cps represent a yield of 10% , which compares well to

our peers. Earnings per share are 10.3 cents per share (cps),

with Net Tangible Assets per share at $1.17.

Steel & Tube has once again proven its resilience and ability

to navigate through economic cycles and looks forward to

this being reflected in the share price.

Looking Forward

The value of our dual pathway strategy is now becoming

clear, and this remains the framework for our actions as

we continue to strengthen our core and build high growth

products, services and sectors.

Macro-economic conditions continue to deteriorate,

inflation has pushed up the cost of living and high interest

rates are expected to remain in the near term. This is having

a roll on effect on many sectors, with projects delayed or

demand reduced.

In a recessionary environment, the most important thing

we can do is ensure a strong balance sheet and tightly

manage costs. We have made good progress on the $5m

cost out programme which we expect to complete in 1H24.

We are confident in our business model and our ability to

traverse the softer economic environment.

There are plenty of green lights ahead for us. The diversity

of our customer base is a significant advantage, in that

we are not heavily exposed to any particular sector.

Commercial construction is expected to improve, there

is still a strong pipeline in residential construction from

consents granted previously, and large infrastructure

projects are progressing. There are many opportunities

to add value to our business, including some that will

present themselves as a direct result of the economic

environment, and plans are in place to take advantage of

these opportunities.

We are well positioned to support New Zealand’s

infrastructure rebuild, including Three Waters, and the

cyclone and floods rebuild over the next few years. Steel

is an essential construction material and we have the

capability and expertise to deliver innovative solutions to

assist with rebuilding vital assets. The Government has a

multi-billion dollar capital expenditure plan across 2023 to

2026, with $6b allocated to ‘build back better’ following the

recent weather events, and a further $71b infrastructure

spend over the next five years.

We are cautiously optimistic that 2023 represents the

bottom of the cycle and although we don’t expect a fast

recovery, we anticipate there will be some improvement

from early 2024 (the second half of our FY24 financial

year). We have proven our ability to deliver strong results

in challenging conditions and would expect any uplift in

activity and demand to be reflected in our results.

We have continued our strategic investment in technology

and the environment, with various initiatives as outlined

in our sustainability report. We were proud to have paid

the living wage during FY23 and have continued multiple

investments in growing our people and their wellbeing.

We remain committed to delivering value to our

shareholders and remain confident in the prospects for our

company. Thank you for your continued support.


Susan Paterson

Chair

Mark Malpass

Chief Executive Officer

14Steel & Tube Annual Report 2023

Mark Malpass
Chief Executive Officer

We continue to focus on

providing high levels of

service to our customers

while also strengthening

the core business and

maintaining a disciplined

growth focus.

15Steel & Tube Annual Report 2023

Our Businesses
Distribution

Carbon steel, stainless steel, fasteners.

Products sourced from preferred steel

mills and distributed through our national

network


Revenue

$ 3 5 6 . 3 m , -7.1 %

EBIT

$21.2m, -47.3%

Normalised EBIT

$ 2 1 .1 m , - 4 7. 3 %

Normalised EBITDA

$ 3 1.9m, -3 6.1%

Infrastructure

Rollforming, ComFlor/CFDL, Reinforcing

& Wire Products processed before sale,

typically on a contract or project basis,

including onsite installation services


Revenue

$232.8m, +7.9%

EBIT

$9.9m, +31.5%

Normalised EBIT

$9.8m, +39.7%

Normalised EBITDA

$17.1m, +23.6%

Normalised EBITDA and Normalised EBIT have been adjusted to exclude non-trading adjustments and unusual transactions.

See reconciliation and more details on page 36.

Distribution

Infrastructure

EBITRevenue

16Steel & Tube Annual Report 2023

Distribution
Marc Hainen | GM Distribution

Momentum into the first half of the year was strong, easing

off in the second half as the weakening economy began to

impact on customer projects and demand.

Compared to the extraordinary demand in the previous

year, volumes were down 13% year on year.

Of particular note has been the significant reduction in

inventory, which increased to historically high levels in FY22

to ensure our customers had access to products during

a time of supply chain disruption. Data analytics, supply

chain initiatives, pricing disciplines and the new warehouse

management system ensure that we are efficiently sourcing

and holding inventory, in a cost effective manner, to meet

customer demand. We are also continually reviewing the

products we sell, to ensure that we are offering – and

generating – value for our customers and our business.

Growth investments have performed well, and have been

successfully integrated into our business, often optimising

spare capacity and improving utilisation. We continue to

consider M&A prospects, particularly small to medium sized

bolt-on acquisitions.

+

Fasteners NZ, which we acquired in 2021,

is a very good business. It is known for its

high quality products and continues to

perform despite the slowdown in residential

construction.

+

Kiwi Pipe and Fittings is a specialist business

which we acquired in August last year.

Revenue is predominantly generated through

the distribution of fire pipe, valves, fittings and

associated products to a variety of customers.

The customer base is predominantly in

Auckland and Waikato and we are leveraging

our existing network to expand this product

offer into other regions.

+

We have also grown organically with new

products and services. Our new high value

aluminium range was launched in March 2023

with a limited range of products targeted

at existing customers. This has been very

well received and we are now expanding the

products we offer.

+

We expanded our plate processing capabilities

in FY22, with EBIT increasing by 70% in a

short space of time. We currently process

plate in Auckland but are investing in further

equipment in Christchurch to better serve our

South Island customers. There are a number

of growth opportunities in plate processing

and we are actively pursuing these.

Growth investments have performed

well, and have been successfully

integrated into our business, often

optimising spare capacity and

improving utilisation.

17Steel & Tube Annual Report 2023

Our strategy to invest in higher value products, services
and sectors is focussed on extending what we can offer to

our customers. This includes adjacent materials and value-

added services.

Our most recent initiative has been our entry into the

aluminium market with an initial range of products launched

in March 2023. This is targeted towards a select range of

high demand, high value products, largely servicing existing

customers. This product diversification provides scale,

customer share of wallet growth and was immediately

earnings accretive. Although this is a new product range, we

have been able to leverage our existing sales and operating

model to minimise costs.

We have seen steady month on month growth, reaching a

new daily sales record in June this year. Margin dollars per

tonne has been ahead of expectations and consistent with

our strategy of growing in high value product and customer

segments.

The addition of Steel & Tube as a distributor has been

welcomed by consumers and opened the market to more

opportunities for sourcing aluminium. Customer feedback

has been very positive and we are continuing to expand the

range of products we offer to meet demand. We expect

this new aluminium offer to make a material contribution to

Distribution's earnings in FY24.

Our Strategy in Action

Growing Our Aluminium Offer In Response

To Strong Demand

18Steel & Tube Annual Report 2023

Infrastructure
Reinforcing

Peter Ensor | GM Reinforcing/Wire and CFDL

The reinforcing business supplies reinforcing steel, mesh

and ComFlor (a composite steel decking product). CFDL is

the home of ComFlor composite steel decking, providing

sales, technical advice and specialised installation services.

The last two years has seen a significant improvement

in the performance of this business as a result of new

leadership, customer engagement, data insights and

innovative thinking as well as a strong focus on operational

efficiencies.

Reinforcing is moving away from solely being a commodity

provider, by offering innovative, higher value solutions

and service offerings. Pre-fabrication is one example,

where products are pre-fabricated in our high quality, safe

manufacturing plants rather than being pieced together

on-site, often in more complex environments.

The introduction of digital modelling has also been a

valuable tool, allowing Steel & Tube to participate early in

customer projects and optimise outcomes. It provides cost

savings and time efficiencies for our customers and opens

up other opportunities for our business.

The main revenue generators for steel reinforcing,

mesh and CFDL are large infrastructure and commercial

developments such as the Christchurch Stadium, where

more than 1,800 tonnes of reinforcing steel was delivered

over a seven month period, and Kāinga Ora’s multi-

level apartment developments where we have supplied

reinforcing, mesh and ComFlor steel decking.

We continue to invest in new products, including our

recently launched ComFlor SR profile.

Weather events have had an impact on larger infrastructure

projects this year and we have worked closely with our

customers to reschedule jobs and accelerated work to help

them make up for lost time. High interest rates have created

some uncertainty around the timing of future projects,

however demand remains strong and our businesses are in

good heart to continue their positive performance.

In FY24, we are investing in new mesh straightening

machinery in Auckland. This has more capacity, better

technology, is safer and more efficient. It will enable us to

manufacture both existing standard products, as well as

new, innovative products that make installing mesh easier

and more effective.

Rollforming

Mohammed Afroz | GM Rollforming

The rollforming business comprises roofing, coil and

purlins, and the manufacture of ComFlor steel decking

which is sold through Steel & Tube’s CFDL business.

While commercial roofing demand has remained strong,

roofing demand in the residential sector slowed. The

summer period was softer than usual for residential, with

many sub-contractors taking longer holidays and bad

weather impacting on activity levels. However, while

consents have declined, there is still significant work

expected from builds which are already in progress or


about to start.

Meanwhile, commercial roofing saw a big uplift in activity

and enquiries, with a number of substantial roofing projects

completed. Kāinga Ora volumes for re-roofing and new

builds increased significantly as we continued our four year

contract.

Coil and sheet sales and fabrication work have moved back

towards more normal levels following the super cycle effect

on the manufacturing sector in the prior year, and we are

seeing good growth in customer numbers.

A refreshed leadership team and a focus on standardising

processes across all branches has led to an increase in

efficiency and productivity across the Rollforming business.

As well as our new ComFlor SR profile, we are also investing

in a new purlins machine and an automated stacker which

will be commissioned later in FY24.

The outlook for FY24 remains positive due to the large

number of consents issued last year, suggesting there is

a sizeable pipeline of works ahead. Longer term macro-

economic trends are also positive, with forecasted

strong immigration fuelling housing demand and further

confidence from the commercial construction sector.

19Steel & Tube Annual Report 2023

Strength From The Ground Up
Te Kaha is Canterbury’s new state-of-the-art multi-use arena.

The $683m Christchurch City Council project will have a

seating capacity of 30,000 for major international sports

events and will hold at least 36,000 spectators for


large music events. Construction commenced in mid

2022 and the project is due to be completed in 2026.

The initial focus has been on preparing foundations of the

building. Working for lead contractor, BESIX Watpac, Steel

& Tube delivered 1,800 tonnes of reinforcing in the space

of seven months, ensuring a strong foundation for the

superstructure as it rises from the ground.

(Artist’s impression)

Our Strategy in Action

20Steel & Tube Annual Report 2023

21Steel & Tube Annual Report 2023

Enabling Our Business
Our priority is to make it easier for our customers to do

business with us. We do this through our omni-channel and

digital platform, the breadth and quality of our product

range and the expertise of our people and the solutions we

offer. We continue to invest in areas that enable the growth

and success of our business.

Innovation and Technology

Technology remains a key enabler for our business,

providing data, insights and management tools to help us

run our business more effectively, as well as improving our

customer experience. Our ecommerce platform allows our

customers to order anywhere and at any time, and we are

seeing an increasing number of our large customers utilising

our EDI (electronic data integration) platform.

Digital is also a key enabler for our supply chain and

distribution team, providing them with the data and ability

to make our operations more efficient. In particular, in the

last year, we have continued to roll out the Warehouse

Management System and introduced a new platform

to standardise operating procedures for inventory

management across the group.

Our digital platform also supports our team, with our online

training modules and wellbeing programme continuing

to be popular. Health, safety, quality and sustainability

performance is also enhanced by our ability to capture data

and use the insights to drive improvements across


our business.

Supply Chain and Operational

Platform

The challenges seen in the last two years have highlighted

the importance of having a robust and resilient supply chain.

We have taken on the learnings and have continued to look

at ways we can source, transport, store and deliver steel

goods more effectively.

Shipping steel from international steel mills is an important

part of our supply chain. After a rigorous tender process, we

have changed to a new international freight forwarder from

1 July 2023, which has enabled better stock control, cost

efficiencies and traceability.

Project Strong has been initiated and is a substantial

investment to double our palletised capacity, allowing


a greater range, and improving efficiencies and service

for customers.

Our Last Mile focus has seen further optimisation of routes

between our hubs and our customers to reduce our freight

costs and also lessen carbon emissions from trucks on


the road.

We are further optimising the supply chain for our sheeted

products, across carbon, stainless and aluminium standard

and cut-to-length sheets. This is delivering improved service

and products for our customers while enabling better use of

our resources and cost efficiencies.

22Steel & Tube Annual Report 2023

High quality products and services
Quality is key in everything we do, from the sourcing and

production of products, through to customer service


and delivery.

We source our steel from independently audited and

verified steel mills, have further enhanced our ability to

track and trace products and, in the last year, received IANZ

accreditation for our purpose-built reinforcing steel testing

laboratory. Our lab operates to international standards

and certifies that our products comply with the New

Zealand reinforcing steel standard. The IANZ certification

demonstrates our competence and ability to generate valid

results, instilling confidence in our work.

We were also particularly pleased to achieve Triple ISO

Certification comprising recertification for ISO 9001 Quality

Standard and certifications for ISO 45001 International

Standard for Occupational Safety and Health, as well as

ISO 14001 Environmental Standard. These achievements

demonstrate our unwavering dedication to these principles

and the seamless integration into our daily activities.

Our People

Despite the hurdles of the past year, our people have

consistently delivered excellent service to our customers

and provided unwavering support to our business. The

higher cost of living has been challenging for many and we

have ensured that all our staff are on at least the living wage.

We have seen labour constraints ease and our retention

rate has noticeably improved, along with our ability to fill

roles. We believe this is, in part, due to the efforts we put

into fostering a workplace that is rewarding, inclusive and

recognises achievements.

We strongly believe in actively engaging with our

employees to understand how we can continuously

improve. Over the course of the past 12 months, we have

seen our employee engagement remain at high levels,

well above the industry average. This reflects the positive

sentiment and satisfaction within our workforce.

A big focus this year has been on workforce development,

through career coaching, leadership training, literacy and

safety programmes, sponsorship of Girls in Infrastructure

in Northland and cultural awareness programmes. This is in

addition to the wellbeing workshops we run online which

are also open to family members and revolve around topics

such as better sleep and building positive relationships.

We would like to acknowledge the efforts of our great team

of people and thank them for all they do to support our

customers, their teams and our company.

Health and Safety

We prioritise employee health and safety and empower

every employee to contribute to a safe workplace and

uphold high safety standards. Our safety score, measured

by total recordable injury frequency rate, has significantly

improved over the past seven years. This year’s result of 1.14

was in line with last year’s historic low.

To achieve this, we have established comprehensive safety

programmes, fostered a culture of safety through open

communication and adhere to stringent equipment and

machinery safety standards.

Our Customers

The combination of our expert team, high quality goods

and services and our digital platform all work together to

help us achieve our goal of being the preferred provider of

steel products and solutions in New Zealand.

We are well on the road towards creating an organisation

that is data driven, ensuring robust, analytical decision

making and efficient operations. An important part of this is

around our customers and we are using data insights to gain

a clear and in-depth understanding of our customers. This

allows us to provide the best commercial offer and tools to

customers, depending on their differing size and needs.

23Steel & Tube Annual Report 2023

What drives steel pricing
internationally?

The price of steel is influenced by a variety of factors such

as the price trends for the raw materials used in steel

making (including iron ore, metallurgic coking coal and

scrap steel), changes in general manufacturing costs,

specific demand fluctuations for finished and semi-finished

steel products, carbon footprint, currency fluctuations,

time of year, unforeseen events and the general economic

conditions for the foreseeable future.

More specifically, steel product price refers to the cost of a

specific steel product, such as a steel coil, plate or beam of

a particular grade and size.

Steel product prices internationally can be different

between regions and suppliers, and may depend on the

countries' import protection policies, volumes ordered,

type and timing of orders. Holidays, weather, and seasonal

highs and lows can raise or lower demand for shipping

routes and transit times, impacting availability levels of

product, and fluctuating prices. Often these prices are

summarised into regional price indexes published by

various market analysts.

It's essential to remember that while a correlation does

exist between global index prices and downstream steel

product prices, the two will never be the same. Just like

the price of flour may influence the price of bread, it does

not determine the final cost - the same goes for hot rolled

steel coil. The farther down the manufacturing value-

added stream you go, the more factors (e.g. time on the

manufacturing line, labour, energy, and transport costs) will

influence the final price.

What are the main drivers of steel

pricing you expect to see in the next

12 months?

Over the coming months, most steel product and

transportation cost curves will likely be at the bottom of

their price cycle and potentially begin to trend upwards,

albeit with some fluctuation.

With many of the world’s biggest economies defying

warnings of a slowdown despite still-high inflation and

painful interest rate hikes, mills are likely to translate this as

robust demand – especially with likely Chinese government

stimulus packages to boost China’s beleaguered property

sector, the world’s largest steel consumer.

As distributors conservatively re-stock at incrementally

increased prices over the coming months, steel product

prices have the potential to increase in 2024. If demand

bounces back post the New Zealand election, there may be

product availability issues in the market as suppliers struggle

to predict demand in what remains a volatile market.

How does Steel & Tube manage

supplier pricing?

The price of steel products in our local market is mainly

determined by key supplier and competitor pricing, how

specialised the product is and what value-added elements

are applied to the product.

Key market suppliers consider published global index prices

for raw materials and finished products like steel coil and

bar, as well as additional factors such as their mill capacity

utilisation levels, cost of production (energy and labour)

and volumes to finalise their price.

We assess our preferred supplier offers, factoring in where

appropriate New Zealand dollar foreign exchange rate

fluctuations, transportation costs, product lead times, our

inventory levels, carbon footprint to determine the timing

of the price changes on our operations and customers.

It can take several months for international material cost

trends to flow through into our market pricing, as we seek

every advantage of our operational scale to maintain a

stable price offer for our loyal customer base.

5 Minutes with

Brendan Smith

National Product and Procurement Manager

24Steel & Tube Annual Report 2023

We want to support our team to live healthy and productive lives.
As part of our focus on wellbeing, Steel & Tube has been running a

series of wellness workshops.

Each month, we invite an expert to cover off a different topic, with

subjects traversed to date including healthy sleep, nutrition, mental

health, financial management, parenting and positive relationships.

These have proven to be very popular and can be watched by our team

and their families either live or on-demand at a time that suits them.

Wellness

Workshops

25Steel & Tube Annual Report 2023

Building a Sustainable Business
At Steel & Tube, we recognise that our achievements extend

beyond financial performance alone. Whether it is through

supporting local initiatives, promoting sustainable practices,

or fostering a culture of diversity and inclusion within our

organisation, we remain committed to being a responsible

corporate citizen.

Our primary objective is to meet the needs of our

customers, in a profitable manner, while having a beneficial

influence on our people, communities and the planet.

Environmental sustainability is a critical part of our decision

making and is embedded in our strategy. We believe this will

enhance the value of our business for our shareholders.

We are continually looking for ways we can ‘do business

better and smarter’. Our results this year demonstrate the

resilience of our business and prove that we are on the right

path with our dual strategy. Best practice governance and

robust financial oversight are fundamental to our business.

You can read our Governance Report on pages 78 to 88.

Responding to climate change

Steel & Tube is well positioned to respond to a low emission

future and we are supportive of New Zealand’s net-zero

ambitions by 2050. Our goal is clear: to maximise steel’s

contribution to a sustainable and low emissions society,

whilst continuing to grow our business and deliver value to

our shareholders.

Sustainability is integrated into our strategy and is a key part

of our decision making across the group. This can be seen

in our recent shipping tender, where a key criteria in the

decision making was around reducing carbon emissions. It

is also demonstrated in the support that we provide for our

people and our aim to deliver value to our shareholders.

We are focussed on those things that we can control. One

of the most useful things we can do is to reduce re-work by

ensuring the right products, with the right specifications

are delivered to our customers first time. This then reduces

waste, as well as the time and transport emissions from

collecting and replacing the faulty item. Pleasingly, our

DIFOTIS measure (delivered in full, on time, in spec) rates

highly at above 97%. This is reflected in our customer

satisfaction rating of 42, compared to an industry


average of 32.

We continuously assess what we can do better to achieve

our goals while meeting regulatory requirements. By taking

proactive measures and focusing on what we can control,

we can contribute to a more sustainable future for all.

We are mindful that a transition to a low emissions economy

brings both risks and opportunities to Steel & Tube.

As one of New Zealand’s largest steel distributors and

manufacturers, climate change has the potential to have a

transformative impact on the way we do business. This is

why we have committed to engaging with policymakers on

climate change legislation over the last two years and will

continue to do so in the future. With the help of Deloitte,

our work in the current year to identify key climate risks


and opportunities has set the foundation for a robust

climate change strategy which we will continue to develop

over the coming years.

We are well progressed towards the mandatory climate

related reporting regime that comes into effect in FY24.

This year we have made voluntary disclosure against


those areas that we have already put in place. You can

read Steel & Tube’s response to climate change on pages

89 to 98 of this report.

During FY23, we completed our first climate risk

assessment, conducted a full materiality assessment and

deployed our emissions tracking software to ensure we

can accurately report on our emissions profile. In late 2022,

Steel & Tube became a member of the Sustainable Business

Council, strengthening our commitment to reducing our

environmental impact through proactive collaboration


with our peers.

26Steel & Tube Annual Report 2023

Maximising steel’s contribution to a
sustainable and low emission society

Steel is one of the world’s most essential and sustainable

building products – permanent, forever reusable and the

most recycled substance on the planet. On a cradle to

cradle basis, steel’s environmental performance compares

favourably to other materials such as timber.

In New Zealand, it is estimated that 85% of steel from

demolition sites is returned to steel mills for recycling.

Extending the life of a structure enables more value to be

extracted from the resources invested to build, operate and

maintain it. Steel’s thermal mass properties keep buildings

cooler in summer and warmer in winter, reducing the

reliance on air conditioning and heating.

For many construction applications, steel is the only choice.

However, we are mindful of the greenhouse gas emitted

during steel’s production. We are closely monitoring new

technologies to decarbonise steel but are conscious these

are still in the very early stages. In the meantime, we are

focusing on initiatives to control our operational emissions,

optimise energy consumption and minimise waste.

Reducing Our Emissions

Focusing On The Controllables

An important part of our emissions management is

controlling the controllables in our business. Steel & Tube’s

fleet of around 250 cars and light commercial vehicles is

our largest source of controllable Scope 1 emissions. In line

with this, earlier this year we were pleased to welcome our

first electric vehicle to our fleet in Christchurch. This pool

vehicle is available to all our people needing to move around

Christchurch and will also help reduce the current reliance

on rental vehicles for out of town staff.

Although Steel & Tube leases all of our warehouse


facilities, we understand the importance of investing

in energy efficient technology where feasible. Over the

last 18 months, we have switched over 1,400 lights in our

operating sites from conventional to LED bulbs. All replaced

bulbs were recycled. These are brighter, improving visibility

for our team, and have an extended lifespan meaning less

frequent replacements and reduced waste generation.


This has lead to a 13.1% reduction in power consumption

across participating sites.

More recently, we have completed feasibility for our first

electric light truck, with phase two to commence in 1H24.

If successful, we will run the pilot programme over the

following 12 months to gauge the viability of expanding to

other suitable locations.

27Steel & Tube Annual Report 2023

Committed to Health, Safety, Quality
and Environment

Operating at the highest levels to de-risk our business

FY23 HIGHLIGHTS IN OUR FOCUS AREAS

+

Historically low employee TRIFR,

maintained for second year in a row

5

+

Achieved ISO 45001 International

Standard for Occupational Safety

and Health

+

Achieved ISO 14001 International

Standard for Environmental

Management Systems

+

8.8 out of 10 employee rating on

Steel & Tube’s commitment to

providing a safe work environment

+

Continued training in best practice

crane and forklift operation

+

Well progressed towards

mandatory climate related

disclosures reporting regime with

voluntary disclosure in FY23

+

Trialling electric vehicles as part of

Steel & Tube’s fleet

+

Improvements in recycling and

waste reduction

+

Recycled 124 tonnes of material

destined for landfill and 2,723

tonnes of scrap steel

+

Completed replacement of all

lightbulbs at operating sites with

LEDS, delivering a 13.1% reduction

in power consumption across

participating sites

+

We have partnered with Meridian

who generate 100% of their

electricity from renewable sources

+

Conscious integration of social,

ethical and environmental

performance factors into the

process of selecting suppliers

+

Helping customers understand

the carbon embodied in their steel

purchases

+

Including sustainability as a key

factor in supply chain decisions

+

B+ score in Forsyth Barr's Inaugural

Carbon & ESG Ratings

Material Topics

+

Health & Safety

+

Climate change,

emissions and

environment

+

Product life cycle

and circularity

1

eTRIFR: Employee Total Recordable Injury Frequency Rate per 1 million work hours |

2

The group has made an assessment around the relevance and materiality of its emissions

sources, with a full breakdown on page 97 of our climate-related disclosure

Licence #: 5717145

Certifications/Memberships

1.14

Safety eTRIFR

1

4,945,180kWh

Electricity

consumed

14,175t CO2e

Greenhouse gas

emissions

2

124t

Recycled waste

diverted from

landfill

(plus 2,723t scrap steel)

28Steel & Tube Annual Report 2023

Creating a Successful and Resilient Business
Always looking for ways to work smarter, and using technology and great

thinking to pull it all together and enable a better business

Material Topics

+

Resilient Supply

Chain

+

Digital

Innovation

+

Financial

Performance

+

Corporate

Governance

+

New warehouse and palletisation

project underway

+

Continued adoption of technology

to enhance operational efficiency

+

Centralisation of planning

and procurement through

implementation of new Standard

Operating Procedure platform

+

Commenced discussions

with other parties to identify

opportunities to better utilise

logistics capacity (shipping, ports,

domestic freight)

+

Re-tendered international shipping

contract with new supplier

appointed

+

Strong financial performance

against economic headwinds

+

Appointed inaugural Future

Director participant, Cherie

Kerrison

+

Continued focus on best practice

governance and oversight by the

board

Customer First

Providing a one-stop shop for the most essential steel products,

and making it easier for our customers to do business with us

+

Net promoter score of 42

(FY22: 40)

+

Use of data analytics to provide

enhanced understanding of

customers’ needs and segments

+

Increasing uptake by customers

of EDI integration, enabling

easy ordering and reducing

administrative costs and improving

DIFOTIS

+

Increased digital adoption of

webshop channels

+

Resources aligned to key customer

segments

Material Topics

+

Customer

satisfaction and

service

29Steel & Tube Annual Report 2023

A Winning Team and Positive
Community Impact

Building one great team across Steel & Tube

35

Employee

NPS

1


26%

Proportion of

females in the

workforce

30

Different

ethnicities across

our workforce

FY23 HIGHLIGHTS IN OUR FOCUS AREAS

Material Topics

+

Human Capital

Management

+

Culture and

Wellbeing

+

Diversity, Equity

and Inclusion

+

Community

Engagement

+

All employees on at least the Living

Wage

+

Māori cadetship with Te Puni Kōkiri

wellbeing education programme

+

Sponsorship of Girls in

Infrastructure in Northland

+

Refresh of values and purpose

underway in FY24

+

Executive Cultural Awareness

Training

+

Workforce development

programme

1

Net Promoter Score. Employee NPS industry average is 18 and Customer NPS industry average is 32

30Steel & Tube Annual Report 2023

FY23 HIGHLIGHTS IN OUR FOCUS AREAS
Developing Talent in Our Team

Steel & Tube’s Auckland Manufacturing

and Operations Manager, Carolyn

McGivern, was always destined to work

in the engineering sector. Growing

up, her holiday job was helping her

dad in a manufacturing plant making

metal components for the electronics

industry. This grew into an interest in

mechanical manufacturing and she

went on to University after school,

completing a Bachelor of Mechanical

Engineering. After building up her

experience over two decades, Carolyn

joined the Steel & Tube team in 2021.

Already, she has been identified as a

leader within the group, and Steel &

Tube will be supporting her to pursue an

MBA. This is part of Steel & Tube’s focus

on developing and retaining internal

talent - several other future leaders have

completed MBAs over the last few years,

as well as other internal and external

leadership programmes.

Continuous improvement and learning

has been the constant in my career.

Making the boat go better and faster

is what I love doing.

31Steel & Tube Annual Report 2023

Chris Ellis
Independent Director

BE, MS, CMINSTD

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-focussed 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 include Hiway

Group and Horizon Energy Group, he

is Independent Chair at Oxcon CLL Ltd

and is Advisory Chair of John Fillmore

Contracting Limited.

Cherie Kerrison

Future Director

CFINSTD, DIPLOMA TE REO

Cherie was appointed as a Future

Director on 31 March 2023. Cherie has

a background in executive leadership.

Prior to her appointment as Future

Director she was Managing Director of

JBHIFI and General Manager/Executive

Director of the Appliance Shed. She is

currently on the board of Ōtorohanga

Kiwi House Trust. She brings expertise

in sales, marketing, pricing, Te Ao Māori,

and network management.

John Beveridge

Independent Director

BA, POST GRAD BUSINESS DIPLOMA,

CMINSTD

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.

The

Board

Steel & Tube’s board comprises six independent

directors, all of whom have significant market and

sector experience.

This year, the board was pleased to appoint its

inaugural Future Director, Cherie Kerrison. Future

Directors is an initiative of the New Zealand

Institute of of Directors aimed at giving talented

executives exposure to a company board for

a 12 to 18-month period in order to develop

governance experience. Future Directors attend

board meetings to observe and participate in

discussions, but they do not have voting rights.

We liked Cherie’s enthusiasm, connection to Te Ao

Māori and her leadership experience in the retail

sector. She’s a great fit for our company and will be

a valued contributor over the next 12 months.

32Steel & Tube Annual Report 2023

Susan Paterson
Chair and Independent Director

ONZM, CFINSTD, MBA (LDN), BPHARM

Susan was appointed Chair in Feb

2017 ( joined Jan 2017). A professional

Director since 1996 Susan became an

Officer of the Order of New Zealand

(ONZM) in 2015 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 include the Reserve

Bank of NZ, Arvida Group, Les Mills NZ,

Evolution Healthcare (Chair), Theta

Systems (Chair), Lodestone Energy,

and EROAD (Chair).

Steve Reindler

Independent Director

BE MECH (HONS), AMP, FIPENZ,

CFINSTD

Steve was 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 for 11 years, and

his previous employment included 22

years with NZ 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 a

President of the New Zealand Institution

of Professional Engineers. His current

directorships include Ports of Auckland,

Broome International Airport Group,

Christchurch Multi Use Arena - Te Kaha,

he is chair of Waste Disposal Services JV,

D&H Steel Construction Ltd, Clearwater

Construction Ltd, Lincoln University

Science North Building Programme, and

is a Trustee of the Whitford Community

Charitable Trust. Steve is also an

independent advisor to the Museum

of NZ Te Papa Tongarewa Governance

Group and AgResearch at the Lincoln

Campus.

Karen Jordan

Independent Director

BSOCSC, FCMA, CFINSTD

Karen was appointed in December

2020. She is a director experienced

across private, public and not-for-profit

sectors. She is a Chartered Fellow of

both the IOD NZ and of CIMA. Karen

has over 20 years corporate experience

in FTSE listed energy companies in the

UK energy infrastructure sector. She

is currently a director on the Board

of Lyttelton Port Company and an

Independent Member of the NZDF Risk

& Assurance Committee.

Andrew Flavell

Independent Director

NZCE, BE (HONS), ME, DR. ENG

Dr. Flavell was appointed in October

2021. He has extensive international

experience in the information

technology space. This includes

leading large teams, driving digital

transformations, delivering compelling

consumer experiences, Personalization

and Loyalty, Privacy and Security, and

AI and machine learning. In the roles

he has held over the past 30 years he

has also contributed significantly to risk

management and governance in the

application of digital technologies.


Dr. Flavell is a director of SNGLRTY

Limited and Ports of Auckland Limited

and the chair of the ASB Technical

Advisory Group.

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

focussed 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. Our governance framework

takes into consideration the NZX Listing Rules as

well as the NZX Corporate Governance Code.

A detailed report against the Code can be read

on pages 78 to 88.

33Steel & Tube Annual Report 2023

Marc Hainen
GM Distribution

BBUS, PGDIPBUS

Marc joined the company in 2017. He

brings significant experience in the

steel and construction industry in New

Zealand. Marc has a strong background

in sales and marketing management,

operations and manufacturing as well as

logistics and supply chain. Marc has held

a variety of management and leadership

roles in New Zealand, Australia and the

UK, including multiple roles leading

a variety of divisions within Fletcher

Building Limited.

Damian Miller

GM Quality, Health, Safety

and Environment

BN

Damian has over 20 years’ international

experience in Operations Management,

Quality, Health, Safety & Environment,

QA/QC, Oil & Gas and most recently

the steel industry. He has held various

Operations & Executive Management

positions in the US, Asia, Africa, Latin

America.

Anna Morris

GM People and Culture

LLB, BA

Anna joined Steel & Tube in 2019. She

is an experienced executive with a

background in human resources, law

and corporate services. Anna has

worked extensively in the construction

and building industry, with her

previous role being Head of People &

Performance at Fletcher Construction

Company Ltd.

Leadership team

34Steel & Tube Annual Report 2023

Mark Malpass
Chief Executive Officer

MBA, BE (HONS), NZCE

Mark has had significant executive and

governance experience both in NZ and

overseas. He worked with ExxonMobil

Corporation for over 19 years, previously

Managing Director of Mobil Oil NZ,

and was Chief Executive of Fletcher

Building’s largest division, Infrastructure

Products. Mark was appointed Chief

Executive in February 2018, after initially

being appointed an Independent

Director in March 2017 and then

stepping down to take on the interim

CEO role in September 2017.

Richard Smyth

Chief Financial Officer

BCOM, FCA

Richard joined the company in 2021. A

Fellow Chartered Accountant, Richard

has financial and senior level leadership

experience across the entertainment

and energy sectors. He commenced his

career within PwC’s audit team, working

both in New Zealand and overseas.

His most recent role was Deputy Chief

Financial Officer at SkyCity. Richard is

a board member of the New Zealand

Accounting Standards Board.

Mark Baker

GM Supply Chain & Distribution

Centres

BSC (HONS), MBA, HMM

Mark joined Steel & Tube in 2020 and

brings executive experience in areas

such as operations management,

manufacturing, technology, supply

chain, logistics and customer

engagement. He has worked in the

information technology, manufacturing,

logistics and retail sectors, having held

senior roles in leading NZ companies,

such as Foodstuffs Auckland,

PlaceMakers, NZ Post and Kiwi Dairies.

Peter Ensor

GM Reinforcing/Wire and CFDL

BE CIVIL (HONS)

Peter joined Steel & Tube in 2021.

He brings extensive construction

experience with over 20 years’ in the

industry. Peter brings to Steel & Tube a

successful track record of leading and

building teams with a focus of health &

safety, quality, financial management

and customer engagement. Peter is the

current chair of Civil Contractors NZ,

Auckland branch.

35Steel & Tube Annual Report 2023

Non-GAAP Financial Information
Steel & Tube uses several non-GAAP measures when discussing financial performance. These include Normalised EBITDA, 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 as a substitute for measures reported in accordance with NZ IFRS.

Non-Trading Adjustments/Unusual Transactions

The financial results for FY23 include 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 form normalised earnings and can assist users in forming a view of the underlying

performance of the group.

EBITDA/EBIT

EBITDA is Earnings/(Loss) before the deduction of interest, tax, depreciation and amortisation. EBIT is Earnings/(Loss) before the

deduction of interest and tax. These are both non-GAAP financial measures. FY23 EBITDA and EBIT were impacted by non-trading

adjustments totalling $1.1m.

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 EBITDA/EBIT

This means EBITDA/EBIT excluding non-trading adjustments and unusual transactions. Management believes that normalised

measures provide a more appropriate measure of Steel & Tube’s performance and more useful information on the normalised

earnings of the company.

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.

EBITDAEBIT

Reconciliation of Reported to Normalised Earnings

FY23


FY22FY23


FY22

Year Ended 30 June$000$000$000$000

Reported 51,876 66,598 31,009 4 7, 6 3 6

Loss on de-recognition of finance lease receivable 128 - 128 -

Holiday Pay provision release - (85 4) - (85 4)

NZ IFRS 16 reversal of impairment(177) (527) (177) (527)

Software as a Service (SaaS) expenditure 1,109 1,645 1,109 1,645

Normalised 52,936 66,862 32,069 4 7,9 0 0

Financial Measures

36Steel & Tube Annual Report 2023

5 Year Financial Performance
20232022202120202019

$000$000$000$000$000

Financial Performance

Sales 5 89,078 59 9,14 8 481,043 4 1 7,9 2 3 498,110

EBITDA 51,876 66,598 38,614 ( 3 7, 2 3 6) 24,085

Depreciation and amortisation(20,867) (18,962) ( 1 7,9 0 7 ) (20,458) (7,290)

EBIT 31,009 4 7, 6 3 6 20,707 (5 7, 6 9 4) 16,795

Net interest expense( 7, 2 3 9) (5,701) (5,754) (6,6 61) (2,828)

Profit / (loss) before tax 23,770 41,9 3 5 14,95 3 (6 4, 3 5 5) 13 ,967

Tax (expense) / benefit(6,7 7 3) (11,742) 418 4,342 (3,552)

Profit / (loss) after tax 16,9 9 7 30,193 15,371 (60,013) 10,415

Operating cash inflow / (outflow) 98,280 (34,117) 2 9, 3 3 2 3 9,6 0 6 21,304

Funds Employed

Equity 208,154 210,101 193,753 181,290 2 5 3 ,9 01

Non-current liabilities 86,509 83,788 92,023 106,084 26,699

294,663 293,889 285,7 76 2 8 7, 3 74 280,600

Comprises

Current assets 224,940 303,790 222,510 193,761 213,827

Current liabilities(69,426) (13 9,9 7 1) (80,024) (58,87 1) (45 , 5 6 3)

Working Capital 155,514 163,819 142,486 134,890 168,264

Non-current assets 1 3 9,149 130,070 143,290 152,484 112,336

294,663 293,889 285,7 76 2 8 7, 3 74 280,600

Statistics

Dividends per share (cents)

1

8.0 13.0 4.5 - 5.0

Basic earnings per share (cents) 10.3 18.3 9. 3 (36.4) 6.8

Return on Sales2 .9%5.0%3.2%(14.4%)2.1%

Return on Equity8.2%14.4%7.9 %(33.1%)4.1%

Working Capital (current ratio)

2

3.2 2.2 2.8 3.3 4.7

Net tangible assets per share$1.17$1.22$1.11$1.03$1.19

Equity to total assets5 7. 2 %48.4%53.0%52.4%7 7. 8 %

Gearing (debt to debt plus equity) - 19. 5% - 5.2%5.6%

Net interest cover (times)

3

4.3 8.4 3.6 (4.9) 5 .9

Ordinary shareholders7, 2 7 9 7, 3 8 5 7, 5 2 8 8,036 8,310

Employees 851 829 799 884 1,003

-Female 221 224 201 192 214

-Male 630 605 598 692 789

Directors & Officers

-Female3 3 3 4 6

-Male 11 12 11 10 9

1

Dividends per share are calculated based on dividends issued in respect of the financial year |

2

Calculated using current assets/current liabilities |

3

Calculated as EBIT over net interest expense

37

Steel & Tube Annual Report 2023

Steel & Tube Annual Report 202338

Financial Statements 2023 40
Statement of Profit or Loss and

Other Comprehensive Income 42

Statement of Changes in Equity 43

Balance Sheet 44

Statement of Cash Flows 45

Notes to the Financial Statements

Section A – Performance 46

Section B – Working Capital 52

Section C – Fixed Capital 57

Section D – Funding 63

Section E – Other 65

Independent Auditor's Report 74

General Information

Governance 78

Climate-related Disclosures 89

Remuneration 99

Disclosures 103

Glossary 106

Directory 107

Financial

Report

Steel & Tube Annual Report 202339

The Financial Report for Steel & Tube includes these sections:
· Financial Statements

· Performance

· Working Capital

· Fixed Capital

· Funding

· Other

Key Policy

Significant accounting policies which are relevant to the understanding of the financial statements are highlighted

throughout the report.

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.

Key Judgement

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.

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.

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 (IFRS)

• In accordance with the requirements of Part 7 of the Financial Markets Conduct Act 2013 and the NZX Main board Listing Rules

(issued 1 April 2023)

• In New Zealand dollars (which is the company’s and subsidiaries’ functional currency and the group’s presentation currency) and

rounded to the nearest thousand dollars

• Under the historical cost convention, as modified by the revaluation of certain assets as identified in specific accounting policies

Financial Statements 2023

Steel & Tube Annual Report 202340

Non-GAAP Financial Information
The group’s standard profit measure prepared under New Zealand Generally Accepted Accounting Practice (GAAP) is profit for the

period, or net profit after tax. The group also uses non-GAAP financial information which is not prepared in accordance with New

Zealand International Financial Reporting Standards (NZ IFRS) when discussing financial performance. The directors and management

believe that this non-GAAP financial information provides useful information to readers of the financial statements to assist in the

understanding of the group’s financial performance.

Non-GAAP financial information used in these financial statements are:

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

• Earnings before interest, tax and impairment; and

• Earnings before interest and tax (EBIT)

Steel & Tube Annual Report 202341

Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2023

Notes

2023

$000

2022

$000

Sales revenueA3 5 89,078 59 9,14 8

Other operating incomeA6 654 1,463

Cost of salesA2(4 6 4,676) (4 6 5 , 5 14)

Operating expensesA2(9 3,17 3) (86, 305)

Software as a Service (SaaS) upfront expenditure(1,109) (1,645)

Earnings before interest, tax, other gains and losses and impairment 30,7 74 47,147

Other gains / (losses) 58 (38)

Earnings before interest, tax and impairment 30,832 4 7,1 0 9

Reversal of impairment of Right-of-use assetsC4 177 527

Earnings before interest and tax 31,009 4 7, 6 3 6

Interest income 405 106

Interest expense(7,644) (5,807)

Profit before tax 23,770 41,9 3 5

Tax expenseA5(6,7 7 3) (11,742)

Profit for the year attributable to owners of the company 16,9 9 7 30,193

Items that may subsequently be reclassified to profit or loss

Other comprehensive income - hedging reserve(551) 157

Total comprehensive income 16,446 30,350

Basic earnings per share (cents)A1 10.3 18.3

Diluted earnings per share (cents)A1 10.2 18.1

Steel & Tube Annual Report 202342

Statement of Changes in Equity
For the year ended 30 June 2023

Share

capital

Retained

earnings

Hedging

reserve

Treasury

shares

Share-based

payments

Total

equity

Notes$000 $000 $000 $000 $000 $000

Balance at 1 July 2022 156,669 54,770 560 (2,896) 998 210,101

Comprehensive income

Profit after tax - 16,9 9 7 - - - 16,9 9 7

Other comprehensive income

Hedging reserve (net of tax) - - (551) - - (551)

Total comprehensive income - 16,9 9 7 (551) - - 16,446

Transactions with owners

Dividends paid A1 - (19,0 26) - - - (19,0 26)

Employee share schemes 499 - - - 134 633

Balance at 30 June 2023 1 5 7,1 6 8 52 ,741 9 (2,896) 1,132 208,154

Balance as at 1 July 2021 156,669 38,914 403 (2,896) 663 193,753

Comprehensive income

Profit after tax - 30,193 - - - 30,193

Other comprehensive income

Hedging reserve (net of tax) - - 157 - - 157

Total comprehensive income - 30,193 157 - - 30,350

Transactions with owners

Dividends paid A1 - (14,589) - - - (14,589)

Employee share schemes - 252 - - 335 587

Balance at 30 June 2022 156,669 54,770 560 (2,896) 998 210,101

Steel & Tube Annual Report 202343

Balance Sheet
As at 30 June 2023

Notes

2023

$000

2022

$000

Current assets

Cash and cash equivalentsE6 6,481 8,046

Trade and other receivablesB2 69,798 9 0,9 7 1

Contract assetsA4 9, 2 2 5 10,822

InventoriesB1 139,158 192,460

Derivative assetsE6 278 1,491

224,940 303,790

Non-current assets

Deferred taxA5 7,0 74 7, 5 8 2

Property, plant and equipmentC1 35,647 3 5 ,9 2 5

IntangiblesC2 13,523 7,875

Right-of-use assetsC4 8 2 ,90 5 78,688

1 3 9,149 130,070

Total assets 364,089 433,860

Current liabilities

Trade and other payablesB3 49,0 2 5 69,6 2 7

BorrowingsD1 - 51,000

Income tax payable 5,603 5,014

ProvisionsE2494 767

Derivative liabilitiesE6 69 8

Short term lease liabilitiesC4 14,235 13,555

69,426 13 9,9 7 1

Non-current liabilities

ProvisionsE21,318 1,271

Long term lease liabilitiesC485,191 82,517

86,509 83,788

Equity

Share capitalD3 1 5 7,1 6 8 156,669

Retained earnings 52 ,741 54,770

Other reserves(1,755) (1,338)

208,154 210,101

Total equity and liabilities364,089 433,860

These financial statements and the accompanying notes were authorised by the board on 18 August 2023.

For the board

Susan Paterson | Chair Karen Jordan | Director

Steel & Tube Annual Report 202344

Statement of Cash Flows
For the year ended 30 June 2023

Notes

2023

$000

2022

$000

Cash flows from operating activities

Customer receipts 612,196 5 8 0,9 11

Interest receipts 405 106

Payments to suppliers and employees(501,625) (610,430)

Payments for interest on leases(4,49 9) (4,6 3 4)

Income tax payments(5,238) -

Interest payments(3,0 39) (1,176)

Wage subsidy received A6 80 1,106

Net cash inflow / (outflow) from operating activities 98,280 (34,117)

Cash flows from investing activities

Property, plant and equipment disposal proceeds 112 74

Property, plant and equipment and intangible asset purchases(6, 249) (6,179)

Payment for new business purchaseC5(8,909) -

Net cash outflow from investing activities(1 5,0 4 6) (6,105)

Cash flows from financing activities

(Repayment of ) / proceeds from bank borrowings(51,000) 51,000

Dividends paid(19,0 26) (14,589)

Payment for leases(14,773) (13,176)

Net cash (outflow) / inflow from investing activities(84,799) 23,235

Net decrease in cash and cash equivalents(1,565) (16,987)

Cash and cash equivalents at the beginning of the year 8,046 25,033

Cash and cash equivalents at the end of the year 6,481 8,046

Represented by:

Cash and cash equivalents 6,481 8,046

6,481 8,046

Reconciliation of profit after tax to cash flows from operating activities

Profit after tax 16,9 9 7 30,193

Non-cash adjustments:

Depreciation and amortisation 20,868 18 ,96 2

Deferred tax 508 11,742

Reversal of impairment of right-of-use assets(177) (527)

Loss on derecognition of finance lease receivable 128 -

Share scheme expense 409 443

Foreign exchange gains(585) (123)

Other 421 (243)

Gain on items classified as investing activities:

(Gain) / loss on property, plant and equipment disposals(22) 38

38,547 60,485

Movements in working capital:

Income tax payable 589 -

Inventories 56,482 ( 78 ,9 9 1)

Trade and other receivables 22,593 (18,393)

Trade and other payables and provisions(19,9 3 1) 2,782

Net cash inflow / (outflow) from operating activities 98,280 (34,117)

Steel & Tube Annual Report 202345

Notes to the Financial Statements
For the year ended 30 June 2023

This section focuses on the group’s financial performance and returns provided to shareholders.

A1: Dividends and Earnings per Share

On 14 February 2023, the board declared an interim dividend of 4 cents per share (2022: 5.5 cents) totalling $6.6m (2022: $9.1m).

The dividends were fully imputed (2022: unimputed) and paid to shareholders on 6 April 2023. On 18 August 2023, the board declared

a final dividend (fully imputed) of 4.00 cents per share (2022: 7.50) totalling $6.7m (2022: $12.4m). The dividends will be paid to

shareholders on 22 September 2023.


2023

$000

2022

$000

Dividends paid 19,0 26 14,589

Dividends paid includes the current year interim dividend and prior year final dividend.

Dividends were paid / payable in respect of the following years:

FY23

$000

FY22

$000

Interim Dividend Paid 6,578 9,128

Final Dividend Payable 6,673 12,448

Total 13,251 21, 576

Cents per share

FY23FY22

Interim Dividend (FY23: imputed, FY22: unimputed)4.00 5.50

Final Dividend (FY23: imputed, FY22: partially imputed)4.00 7. 5 0

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

rights 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 per share (EPS)

2023

000

2022

000

Profit after tax16,9 9 7 30,193

Weighted average number of shares for basic EPS 165,658 165,000

Weighted average number of shares for diluted EPS169,338 1 6 7, 6 5 3

Basic earnings per share (cents)10.3 18.3

Diluted earnings per share (cents)10.2 18.1

Performance

SECTION A

Steel & Tube Annual Report 202346

A2: Expenses
Cost of sales and operating expenses:Notes

2023

$000

2022

$000

Inventories expensed in cost of sales 4 3 0,950 431,096

Impairment of trade and other receivables 54 293

Depreciation and amortisationC 1/C 2/C4 20,867 18 ,96 2

Directors' fees 665 526

Employee benefits 74, 528 7 3,74 4

Defined contribution plans 1,9 9 7 1,700

Information technology expenses 7,300 7, 0 0 8

Foreign exchange gains(585) (123)

Short term and low value lease costs 118 313

Other expenses2 1,95 5 18,300

Total cost of sales and operating expenses 557,849 551,819

Inventory sold during the year is expensed as cost of sales. Inventory write-downs of $0.3m (2022: $0.6m) was incurred in the ordinary

course of business and is included within Inventories expensed in cost of sales.

Depreciation of $1.6m (2022: $1.6m) related to equipment used to manufacture products is included in cost of sales. Depreciation of

right-of-use assets and other depreciation is included in operating expenses.

Steel & Tube Annual Report 202347

A3: Operating Segments
The group has identified two reporting segments as at 30 June 2023 having regard for the criteria outlined in NZ IFRS 8 Operating

Segments (NZ IFRS 8). The group’s Chief Operating Decision Maker (being the CEO) receives financial reports which aggregate the

activities of the group’s 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 year

ended 30 June 2023 is as follows:

2023

Distribution

$000

Infrastructure

$000

Other

$000

Reconciled

to group

$000

Timing of revenue recognition

At a point in time 356,285 136,500 23 492,808

Over time - 96,270 - 96,270

Revenue from external customers 356,285 232,770 23 5 89,078

Depreciation and amortisation(10,834) ( 7, 2 2 9) (2,804) (20,867)

Expenses(324,293) (215,690) 2,781 (537,202)

Segment EBIT 21,158 9,851 - 31,009

Interest on leases (2,681) (1,806) (12) (4,49 9)

Interest - others (net)(2 ,740)

Reconciled to group profit before tax 23,770

2022

Distribution

$000

Infrastructure

$000

Other

$000

Reconciled

to group

$000

Timing of revenue recognition

At a point in time 383,449 126,370 14 509,833

Over time - 89, 3 15 - 89, 3 1 5

Revenue from external customers 383,449 215,685 14 59 9,14 8

Depreciation and amortisation(9, 8 8 6) (6,78 3) (2,293) (18,962)

Expenses(333,418) (201,411) 2,279 (532 , 550)

Segment EBIT 40,145 7, 4 9 1 - 4 7, 6 3 6

Interest on leases (2,722) (1,899) (13) (4,6 3 4)

Interest - others (net)(1,067)

Reconciled to group profit before tax 41,9 3 5

Depreciation and amortisation recognised as at 30 June 2023 is inclusive of depreciation recognised under NZ IFRS 16 Leases, which is

in line with the financial reports received by the CEO.

Interest recognised under NZ IFRS 16 Leases is shown separately in the financial reports provided to the CEO. Other interest income

and expense are not allocated to segments as these are driven by the central treasury function, which manages the cash position of

the group.

Assets and liabilities are reported 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.

Steel & Tube Annual Report 202348

A4: Revenue recognised on construction contracts
Key Policy

Refer to Note E9 for the group's accounting policy on revenue recognised on construction contracts. A contract asset is

recognised when the group has completed its performance obligation in advance of the cash consideration (or the group's

entitlement to invoice the customer). A contract liability is recognised when the group receives cash consideration (or it is

due) in advance of the obligation being performed.

Key Judgement - Construction Contracts

Estimates and judgements are made by the group when assessing construction contracts. These vary between each project

based on specific contractual terms. The estimates and judgements inherent in accounting for the group's construction

contracts relate to the assessment of the forecast costs to complete the project, which includes an estimation of expected

material and labour costs and the quantum and likelihood of any revenue variations that the group is contractually entitled

to. If forecast costs are expected to exceed forecast revenues, a provision for onerous contract loss is recognised.


2023

$000

2022

$000

Contract assets 9, 2 2 5 10,822

The contract assets relate to the group’s rights to consideration for work completed but not billed at the reporting date. The group's

contract liabilities are not material either in the current or comparative year.

Steel & Tube Annual Report 202349

A5: 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.

Key Policy

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

• 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

Income and deferred tax

Income tax expense

20232022

The income tax expense is determined as follows:$000$000

Profit or loss

Current income tax

Current year income tax expense 6,136 6,378

Adjustments in respect of prior periods(1) -

Deferred income tax

Depreciation, provisions, accruals, tax losses and other 657 5,437

Adjustments in respect of prior periods(19) (73)

Income tax expense in profit or loss 6,773 11,742

20232022

Reconciliation of income tax expense$000$000

Profit before tax23,77041,9 3 5

Non-deductible expenditure487256

24,25742,191

Tax at current rate of 28%6,79211,815

Prior period adjustment(19)(73)

Total income tax expense6,77311,742

Represented by:

Current tax6,135 6,378

Deferred tax6385,364

6,77311,742

Steel & Tube Annual Report 202350

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

Opening

balance

$000

Prior period

adjustments

$000

Recognised

in income

$000

Recognised

in equity

$000

Closing

balance

$000

Group 2023

Property, plant and equipment &

Intangibles(1,9 12) - (15 4) - (2 ,06 6)

Net lease liability 4,348 - (122) - 4,226

Employee benefits 3,218 5 (378) (8 4) 2,761

Provisions 2,147 14 (3) - 2,158

Cash flow hedging reserve(2 19) - - 214 (5)

7, 5 8 2 19 (6 5 7) 130 7,0 74

Opening

balance

$000

Prior period

adjustments

$000

Recognised

in income

$000

Recognised

in equity

$000

Closing

balance

$000

Group 2022

Property, plant and equipment &

Intangibles(1, 3 76) (112) (424) - (1,9 12)

Net lease liability 4,656 (168) (140) - 4,348

Employee benefits 2,248 - 828 142 3,218

Provisions 2,161 154 (168) - 2,147

Cash flow hedging reserve(158) - - (61) (2 19)

Net taxable loss 5,334 199 (5,533) - -

12,865 73 (5,437) 81 7, 5 8 2

2023

$000

2022

$000

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

Deferred tax liabilities(2 ,071) (2,131)

Deferred tax assets 9,14 5 9, 7 13

7,0 74 7, 5 8 2

Imputation credits available at 30 June 2023 were $0.28m (2022 $0.011m).

A6: Other Operating Income

Other operating income for the financial year ended 30 June 2023 included the Covid-19 leave support scheme subsidy of $80k (2022:

$1.1m) which the group applied for and received from the New Zealand Government during the financial year. The funds received

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

to recognise the funds received under the leave support scheme as other income in the Statement of Profit or Loss and Other

Comprehensive Income.

Steel & Tube Annual Report 202351

Notes to the Financial Statements
For the year ended 30 June 2023

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

Key policy

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.

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 2023 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 inventory to identify any inventory at higher risk, particularly slow moving inventory.

Following this review, an impairment provision of $3.5m (2022: $3.6m) continues to be recognised as at 30 June 2023 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 slow moving inventory can be sold and its expected sales price, and therefore whether inventory should

be impaired. This includes consideration of current market conditions and prices.

To further support the valuation of inventory the group operates a regular inventory count programme which requires

inventory to be counted on a cycle count basis, and through a full physical wall-to-wall count where required to ensure the

accuracy of the group’s inventory records.

The group holds inventories valued at $139.2m (2022: $192.5m).


Goods in transit

Provision for

write-down

Finished goods

at cost price

(3,458)

(3,572)

Inventories ($000s)

$139,158

2023

2022

$192,460

1 3 2 ,745171,818

9, 8 7 1

24,214


Working Capital

SECTION B

Steel & Tube Annual Report 202352

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 E9.

As at balance date foreign exchange contracts recorded as assets were $0.28m (2022: $1.49m) and as liabilities were $0.07m


(2022: $0.01m). The notional value of foreign exchange contracts in place as at 30 June 2023 totalled $29.20m (2022: $37.30m).

The fair value of the foreign currency forward exchange contracts is as shown on the Balance Sheet. Refer to section E6 for the

fair value hierarchy determination.

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

be no impact on profit or loss, as the group qualifies for hedge accounting and all hedges are 100% effective at balance date.

The effect would be to equity +$1.53m if the NZ dollar strengthened by 5% and -$1.41m if the NZ dollar weakened by 5%

(2022: + $2.06m /-$1.83m respectively).

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. The group considers its trade receivables to be in default when:


– The debtor is unlikely to pay its credit obligations to the group in full; or

– The receivable is more than 60 days past due (i.e. overdue)

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 sector.

RegionThe group has considered the credit risk of its trade receivables portfolio based on the respective

financial strength of each geographic region, and has made an adjustment to the baseline ECL

allowance to reflect this.



Steelā&āTube Annual Report 202353

Trade receivables at 30 June 2023 are $68.9m (2022: $87.4m) 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.

Trade receivables

Prepayments and

sundry receivables

Provision for

impairment

Trade and Other Receivables ($000s)

5,1 41

(1,553)

2022

$90,971

2,656

(1,801)

2023

$69,798

68,94387,383

No one customer accounts for more than 6% of trade receivables at 30 June 2023 (2022: 6%).

The aging profile of the group's customer balances is shown below.

Trade receivables excluding current at 30 June 2023 ($000s)

Within

1 month

Within 1 to

2 months

Beyond

2 months

20232022

27%

7,760

1,061

90

869

2 ,1 9 9

266

Steel & Tube Annual Report 202354

At 30 June 2023, trade receivables of $2.2m (2022: $0.3m) were greater than 60 days overdue. These relate to a number of
independent customers for whom there is no recent history of default. The group’s credit terms are in line with industry peers. The

group does not have any customers with payment terms exceeding one year. As a result the group does not adjust transaction prices

for the time value of money.

Provision for impairment

At 30 June 2023 an impairment provision of $1.8m (2022: $1.6m) was held.

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

As at 30 June 2023

 Current

$000

Within 1 Month

$000

1 - 2 Months

$000

2-3 Months

$000

Beyond

3 Months

$000

Total

$000

Gross carrying amount 58,115 7, 76 0 869 511 1,688 68,943

Baseline/Aging 387 134 61 169 1,021 1,772

Region 4 2 1 1 4 12

Sector 5 4 2 1 5 17

Expected credit loss allowance 396 140 64 171 1,030 1,801

As at 30 June 2022

 Current

$000

Within 1 Month

$000

1 - 2 Months

$000

2-3 Months

$000

Beyond

3 Months

$000

Total

$000

Gross carrying amount 8 5,96 6 1,061 90 11 255 8 7, 3 8 3

Baseline/Aging 930 305 54 10 240 1,539

Region 4 - - - 1 5

Sector 6 - 1 - 2 9

Expected credit loss allowance 940 305 55 10 243 1,553


Movements in the provision for impairment for the year ended 30 June 2023, are as follows:

20232022

Provision for impairment $000 $000

Provision as at 1 July 1,553 2,240

Recognised 289 347

Utilisation of provision(41) (1,03 4)

Provision as at 30 June1,801 1,553


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 and other collateral 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-.

Steelā&āTube Annual Report 202355

B3: Trade and Other Payables
49,025

69,627

Trade and other payables ($000s)

2023

2022

Employee benefits

Accrued expenses

Trade payables

35,62949,4 6 6

8,64010,391

4,756

9, 7 7 0


The carrying amounts of the above items are equivalent to their fair values and subsequently measured at amortised cost using the

effective interest method.

Steel & Tube Annual Report 202356

Notes to the Financial Statements
For the year ended 30 June 2023

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. 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. This allocates the cost 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:

Plant, machinery and motor vehicles 3 - 20 years

Furniture, fittings and equipment 2 - 10 years

Gains and losses on disposals are determined by comparing proceeds with carrying amounts and are included in profit or loss.

Plant, machinery

& vehicles at cost

Furniture, fittings

& equipment

at costTotal

2023$000 $000 $000

Opening cost 85,606 19, 3 0 9 10 4,9 1 5

Opening accumulated depreciation(53, 550) (15,440) (68,990)

Opening net book value 32,056 3,869 3 5,9 2 5

Additions 3,360 1,247 4,607

Disposals(96) - (96)

Depreciation(3,436) (1,353) (4, 78 9)

Closing net book value 31,884 3,763 35,647

Comprises:

Cost or fair value 88,624 20,539 10 9,16 3

Accumulated depreciation(56,740) (16,7 76) (73,516)

Property, plant and equipment 31,884 3,763 35,647

2022

Opening cost 82,880 1 7, 2 9 3 100,173

Opening accumulated depreciation(50,852) (14,9 2 8) (6 5,780)

Opening net book value 32,028 2,365 34,393

Additions 3,202 2,561 5,763

Disposals(52) (62) (114)

Depreciation(3,122) (995) (4,117)

Closing net book value 32,056 3,869 3 5 ,9 2 5

Comprises:

Cost or fair value 85,606 19, 3 0 9 10 4,9 15

Accumulated depreciation(53,550) (15,4 40) (6 8 ,9 9 0)

Property, plant and equipment 32,056 3,869 3 5 ,9 2 5

Included within the plant, property and equipment categories is capital work in progress totalling $1.8m (2022: $1.6m).

Fixed Capital

SECTION C

Steel & Tube Annual Report 202357

C2: Intangibles
Goodwill

Software &

LicencesOtherTotal

2023$000 $000 $000 $000

Opening cost 4 7,1 7 1 28,680 2,522 78,373

Opening accumulated amortisation and impairment(4 7,1 7 1) (21,094) (2,233) (70,498)

Opening net book value - 7, 5 8 6 289 7,875

Additions 4,761 1,94 4 862 7, 5 67

Amortisation charge - (1,75 4) (165) (1,9 19)

Closing net book value 4,761 7, 7 76 986 13,523

Comprises:

Cost 51,9 3 2 30,624 3,384 8 5,94 0

Accumulated amortisation and impairment(4 7,1 7 1) (22,848) (2, 398) (72,417)

Closing net book value 4,761 7, 7 76 986 13,523

2022

Opening cost 4 7,1 7 1 28,262 2,522 7 7,9 5 5

Opening accumulated amortisation and impairment(4 7,1 7 1) (19,519) (2,131) (68,821)

Opening net book value - 8,743 391 9,13 4

Additions - 418 - 418

Amortisation charge - (1,575) (102) (1,677)

Closing net book value - 7, 5 8 6 289 7,875

Comprises:

Cost 4 7,1 7 1 28,680 2,522 78,373

Accumulated amortisation and impairment(4 7,1 7 1) (21,094) (2,233) (70,498)

Closing net book value - 7, 5 8 6 289 7,875

Goodwill recognised in the current financial year relates to the goodwill arising from the acquisition of Kiwi Pipe (refer Note C5

Business Combination). Included within the intangibles categories is capital work in progress totalling $0.7m (2022: $0.2m). Other

intangibles comprises customer relationships and customer contracts arising from business combinations.

Steel & Tube Annual Report 202358

Key Policy
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

operating expenses.

Software as a Service arrangements are service contracts providing the group with the right to access the cloud provider’s

application software over the contract period. As such the group does not receive a software intangible asset at the

contract commencement date. For SaaS arrangements, the group assesses if the contract will provide a resource that it can

‘control’ to determine whether an intangible asset is present. If the group cannot demonstrate control of the software, the

arrangement is deemed a service contract and any implementation costs including costs to configure or customise the cloud

provider’s application software are recognised as operating expenses when incurred.

Where the SaaS arrangement supplier provides both configuration and customisation services, judgement has been applied

to determine whether each of these services are distinct or not from the underlying use of the SaaS application software. If

distinct, such costs are expensed as incurred when the services is provided. If not distinct, such costs are expensed over the

SaaS contract term.

In implementing SaaS arrangements, the group has incurred customisation costs which creates additional functionality

to a cloud based software. Management has determined that it has rights to the intellectual property and has owned the

developed software which meets the definition and recognition criteria for an intangible asset.

Cost incurred for the development of software that enhances or modifies, or creates additional functionality to an

on-premise software that meets the definition and recognition criteria of intangible assets are recognised as intangible

assets. When these costs are recognised as intangible software assets they are amortised over the useful life of the software

on a straight line basis.

Key Judgement - Impairment Testing on 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 2023 were identified as being Distribution, Reinforcing/CFDL and Rollforming.

As at 30 June 2023, the group has not identified any indicators of impairment over the assets held at the CGUs. The group’s

market capitalisation is slightly below net assets at year end, however this market capitalisation value excludes any control

premium and may not reflect the value of 100% of the group’s net assets.

The group has therefore concluded that no impairment is required as at 30 June 2023. The group has also concluded that no

reversal of the previous impairment of intangible assets should be made following an assessment that previous assumptions

applied remain consistent in the current financial year.

Steel & Tube Annual Report 202359

Key judgement – Goodwill Impairment testing
The group’s goodwill balance of $4.7m (2022: nil) has been allocated to the Distribution CGU, for the purposes of impairment

testing.

The group has undertaken a VIU calculation for the Distribution CGU. 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 CGU. If the VIU exceeds the

carrying value of the assets no impairment is recognised.

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

summarised below:

Assumption2023

Discount rate (post-tax)11.1%The group engaged an independent expert to assess the CGU’s post-tax weighted

average cost of capital.

Discount rate (pre-tax)14.9 %The pre-tax discount rate was calculated based on back solving from the post-tax

discount rate.

Terminal growth rate2.0%A long-term growth rate into perpetuity has been determined based on forecasted

consumer price inflation (CPI) growth.

Forecast period5 yearsBoard approved budget was used for FY24.

Forecast period cash flow

growth rate

(4.5%) – 7.9%Based on expectations of future outcomes taking into account past experience,

sector analysis and adjusted for anticipated revenue growth/decline.

Based on the calculations and assumptions outlined above, the group has not identified any impairment as at 30 June 2023.

C3: Commitments

Capital commitments

The group has contractual commitments of $1.8m (2022: $1.1m) for purchase of plant and equipment.

Steel & Tube Annual Report 202360

C4: Leases
Key Judgement – Impairment testing on right-of-use assets

The group has assessed for any indicators of impairment on its right-of-use assets for the financial year ended 30 June 2023.

The group has re-assessed the assumptions used for the previously impaired sites with longer term leases (> 3 years) based on

current market outlook and consideration over the sites' space utilisation in line with the group's network strategy. Based on

the assessment performed, the group has recognised a reversal of impairment of $0.2m on these leases as at 30 June 2023,

which represents a partial recovery of the total impairment charge recognised previously.

The below outlines the recognised right-of-use assets and corresponding lease liabilities by the group as at 30 June 2023:

PropertiesMotor VehiclesEquipmentTotal

$000$000$000$000

Right-of-use assets at 1 July 2022 74, 53 3 3,314 841 78,688

Additions to right-of-use assets 16,107 1,98 3 606 18,696

Depreciation(12,365) (1,4 4 8) (3 4 6) (14,159)

Impairment loss reversed 177 - - 177

Disposals(105) - (392) (49 7)

Total right-of-use assets at 30 June 2023 78,347 3,849 709 8 2 ,90 5

PropertiesMotor VehiclesEquipmentTotal

$000$000$000$000

Right-of-use assets at 1 July 2021 81,624 3,074 839 85,537

Additions to right-of-use assets 3,819 1,741 238 5,798

Depreciation(11,437) (1,495) (2 3 6) (13,168)

Impairment loss reversed 527 - - 527

Disposals - (6) - (6)

Total right-of-use assets at 30 June 2022 74, 53 3 3,314 841 78,688

A portion of the group's right-of-use assets is being used for sub-lease, which would meet the definition of an investment property

under NZ IAS 40 Investment Property. The portion recognised as investment property for the current financial year is $1.6m (2022:

$1.5m). Income from sub-leasing right-of-use assets for the year ended 30 June 2023 was $0.3m (2022: $0.3m).

Amounts recognised as lease liabilities are presented below.

Lease liability maturity analysis

PrincipalInterestGross

2023$000$000$000

Between 0 to 1 year 14,235 4,653 18,888

Between 1 to 5 years49,33312,277 61,610

More than 5 years 35,858 5,651 41,509

Lease liabilities as lessee 9 9,426 22,581 122,007

2022

Between 0 to 1 year 13,555 4,233 1 7, 7 8 8

Between 1 to 5 years 44,822 11,596 56,418

More than 5 years 3 7, 6 9 5 5,636 43,331

Lease liabilities as lessee 96,072 21,465 1 1 7, 5 3 7

Steel & Tube Annual Report 202361

C5: Business Combination
The group accounts for business combinations when it obtains control of either an entity, or a group of assets and liabilities which

constitute a business. The group controls an entity when it 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 over the entity.

Acquisition of Kiwi Pipe and Fittings

On 1 August 2022, the group acquired 100% control of the operations of Kiwi Pipe and Fittings Limited, a well established specialist

and successful provider of fire and reticulation products. The acquisition is part of the group's strategy to selectively invest in high

value products, services and sectors. While the group already offers a range of fire protection products to its customers, bringing

Kiwi Pipe into the fold makes it one of the larger suppliers in this market.

For the year ended 30 June 2023, Kiwi Pipe contributed revenue of $6.2m and earnings before interest and tax (EBIT) of $1.1m. If the

acquisition had occurred on 1 July 2022, management estimates that Kiwi Pipe would have contributed revenue of $6.8m and EBIT

of $1.2m. In determining these amounts, management has assumed that the fair value adjustments that arose on date of acquisition

would have been the same if the acquisition had occurred on 1 July 2022.

Consideration transferred

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any

goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately.

Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

The total consideration transferred for the acquisition of the Kiwi Pipe business comprised of cash paid of $8.9m. No other form of

consideration was transferred.

Identifiable assets acquired and liabilities assumed

The following table summarises the fair values of assets acquired and liabilities assumed at the date of acquisition:

$000

Inventories 3,180

Property, plant and equipment 134

Trade and other payables(28)

Customer relationships 862

Total identifiable net assets acquired 4,148

Goodwill recognised

Goodwill arising from the acquisition has been recognised as follows:

$000

Consideration paid 8 ,9 0 9

Fair value of identifiable net assets acquired 4,148

Goodwill recognised 4,761


The goodwill is mainly attributable to the skills and experience of Kiwi Pipe’s workforce and the synergies expected to be achieved

when combined into the group’s business. None of the goodwill recognised is expected to be deductible for tax purposes.

Key Judgement - Identification and Valuation of Identifiable Assets and Liabilities

The group has identified the assets acquired and liabilities assumed at acquisition date, and measured these at their

acquisition date fair values.

Management has applied judgement in relation to both identifying and valuing these assets and liabilities; specifically in

respect to the identification and measurement of customer relationships. The fair value of customer relationships was

measured using the multi-period excess earnings method. This method considers the present value of net cash flows

expected to be generated by the customer relationships, excluding any cash flows related to contributory assets.

Steel & Tube Annual Report 202362

Notes to the Financial Statements
For the year ended 30 June 2023

This section includes details of the group's cash, borrowings and capital reserves which provide funds for current and future activities.

D1 : Borrowings

20232022

$000$000

Bank loans- 51,000

Key policy

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.

The group has in place committed bank borrowing facilities of $100m, comprising a three year $80m Revolving Cash Advance facility

with an expiry date of 15 February 2024 and a $20m Trade Loan facility with an expiry date of 15 February 2024. Borrowing facilities

arranged with the group’s banking partner can be drawn at any time, subject to meeting the terms of the group’s Facility Agreement.

As at 30 June 2023, the group has not relied on financial covenant waivers and is compliant with all financial covenants.

On 4 August 2023, the group negotiated an amendment to its current banking facility, comprising a three year $30m Revolving Cash

Advance facility with an expiry date in 4 August 2026, a two year $30m Revolving Cash Advance facility with an expiry date of 4 August

2025 and a $40m Trade Loan facility.

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.

Average

Interest

rate

6 months

or less

$000

6 to 12

months

$000

1 to 3

years

$000

Total

$000

Carrying

Value

$000

2023

Trade payables & accruals - 49,0 2 5 - - 49,0 2 5 49,0 2 5

Cash flow hedging of derivatives:

Outflow- 29,201 -- 29,201 29,201

Inflow-(29,410) --(29,410) (29,410)

- (209) - - (209) (209)

2022

Borrowings

1

4.81% 52,223 353 471 53,047 51,000

Trade payables & accruals - 69,6 2 7 - - 69,6 2 7 69,6 2 7

Cash flow hedging of derivatives:

Outflow - 3 7, 2 9 9 - - 3 7, 2 9 9 3 7, 2 9 9

Inflow - (38,782) - - (38,782) (38,782)

- (1,483) - - (1,483) (1,483)

1

The group’s Facility Agreement allows drawdowns to be rolled over, subject to meeting the terms of the agreement

Funding

SECTION D

Steel & Tube Annual Report 202363

D2: Net Debt Reconciliation
Cash and cash

equivalentsBorrowings

Current lease

liabilities

Non-current

lease liabilitiesTotal

$000$000$000$000$000

Net debt as at 1 July 2022 8,046 (51,000) (13,555) (82, 517) (1 3 9,0 26)

Cash flows(1,565) 51,000 14,773 - 64,208

Non-cash movements - - (15,453) (2 ,674)(18,127)

Net debt as at 30 June 2023 6,481 - (14,235) (85,191)(92,945)

Net debt as at 1 July 2021 25,033 - (13,079) (90,742) (78,788)

Cash flows(16,987) (51,000) 13,176 - (54,811)

Non-cash movements - - (13,652) 8,225 (5,427)

Net debt as at 30 June 2022 8,046 (51,000) (13,555) (82, 517) (13 9,0 26)

D3: Share Capital

The group’s capital includes share capital, treasury shares, 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 profit after tax adjusted for any significant non-trading items

There has been no material change in the management of capital during the year.

2023 2022 2023 2022

Note$000 $000 SharesShares

Fully paid:

Balance at the beginning of the year 156,668 156,668 165,972,540 165,972,540

Shares issued to employeesE5 499 - 855,125 -

Balance at the end of the year 1 5 7,1 67 156,668 166,827,665 165,972,540

Partly paid:

Balance at the beginning of the year 1 1 25,000 25,000

Balance at the end of the year 1 1 25,000 25,000

Total balance at the end of the year 1 5 7,1 6 8 156,669 166,852,665 165,997,540

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.

2023 2022 2023 2022

Treasury shares$000 $000 SharesShares

Balance at the beginning of the year 2,896 2,896 972,849 972,849

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.

Steel & Tube Annual Report 202364

Notes to the Financial Statements
For the year ended 30 June 2023

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

• 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

Other

ProvisionsTotal

$000 $000 $000 $000

Opening balance as at 1 July 2022 - 1,533 505 2,038

Additions 85 81 88 254

Used - - (328) (328)

Unutilised - - (152) (152)

Closing balance at 30 June 2023 85 1,614 113 1,812

Current 85 296 113 494

Non Current - 1,318 - 1,318

Closing balance at 30 June 2023 85 1,614 113 1,812

Other

SECTION E

Steel & Tube Annual Report 202365

Key Policy
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.

• Restructure Provision. The costs included within this provision relate to committed restructuring activities

• Make Good Provision on existing tenanted properties. No make good activities were undertaken as at 30 June 2023. Actual

payment dates and costs will be known once each lease reaches its expiry date

• Other Provisions relates to an estimate of the costs of customer claims for faulty or defective products supplied

E3: Contingent Liabilities

Indemnities given to the group’s banking partner in respect of performance bonds were $2.5m (2022: $2.7m) at balance date and were

transacted in the ordinary course of business. These relate to performance guarantees held primarily for the construction contracts

entered into by the group.

E4: Auditor Remuneration

20232022

Fees paid to auditors (KPMG)$000 $000

Annual audit & half year review 491 379

To t a l 491

1

379

1

Including $60k relating to the FY22 audit

Steel & Tube Annual Report 202366

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:

2023 2022

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 LimitedNon-trading30 June100%100%

Manufacturing Suppliers LimitedFastenings Distributor30 June100%100%

Composite Floor Decks LimitedFloor Decking Installer30 June100%100%

2023 2022

Transactions with Key Management Personnel$000 $000

Short-term benefits 5,454 5,733

Share-based benefits (accounting expense) 386 356

5,8406,089

The key management personnel are the non-executive directors and executive management. Included in short term benefits are

directors’ fees of $0.6m (2022: $0.5m). The aggregate value of sales transacted with key management personnel in the current

financial year amounts to $17k.

Other Transactions with Related Parties

Certain directors, shareholders and management have relevant interests in a number of companies with which the group has

transactions in the normal course of the business. A number of the group's directors are also non-executive directors of other

companies, and a register of directors' interests is maintained. Any transactions undertaken with these entities have been entered

into in the normal course of business.

Certain directors and management hold shares in the group and receive dividends in the normal course of business.

Steel & Tube Annual Report 202367

Performance Rights Plan 2017
In February 2018 a new Executive share plan was approved by the board, known as the Performance Rights Plan 2017 (PRP). The

performance period for this scheme runs for 3 years and comprises two performance conditions (50% each) as follows:

a) The Benchmark Comparator (BC) ranks the company’s Total Shareholder Return (TSR) relative to the TSR of the NZX 50 Index

securities:

• Where the company TSR equals the 50th percentile TSR of the Index Companies over the Performance Period, 50% of (BC)

Performance Rights will vest

• Where the company TSR equals or exceeds the 75th percentile TSR of the Index Companies over the Performance Period, 100%

of (BC) Performance Rights will vest

• Where the company’s TSR over the Performance Period exceeds the 50th percentile TSR of the Index Companies but does not

reach the 75th percentile, then between 50% and 100% of the (BC) Performance Rights, will vest as determined on a linear pro-

rata basis

b) The Absolute Comparator (AC) ranks the company’s TSR relative to the company’s Cost of Equity (CoE) plus a premium of 2%

annualised and compounding:

• Where the company TSR is less than or equal CoE no (AC) Performance Rights will be vested

• Where the company TSR is equal to or greater than CoE + 2%, 100% of (AC) Performance Rights will vest

• Where the company TSR is greater than CoE but less than (CoE) + 2%, then between 50% and 100% of the (AC) Performance

Rights will vest as determined on a linear pro-rata basis

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.

During the year the following movements of rights to shares occurred in accordance with the rules of the share plans:

No. of Rights

Available

No. of Rights

Available

20232022

Opening balance 3 ,9 4 7, 5 4 1 3,678,476

New shares granted 975,896 1,353,114

Rights forfeited(609,807) (370,380)

Rights vested(855,125) -

Rights lapsed - (7 13,6 69)

To t a l 3,458,505 3 ,9 4 7, 5 4 1

Rights Performance Conditions Start DateExpiry date

Issue date

fair value

Total Rights

Issued

Rights

Available

30 June 2023

Rights

Available

30 June 2022

6 September 2019 - Tranche 36/09/202 2$0.80 1,215,524 - 855,125

11 September 2020 - Tranche 411/09/202 3$0.75 2,002,871 1,507,307 1,783,230

7 September 2021 - Tranche 57/0 9/ 2 0 24$1.15 1,353,114 1,124,046 1, 3 0 9,18 6

5 September 2022 - Tranche 65/09/202 5$1.43 975,896 827,152 -

To t a l 5 , 5 4 7, 4 0 5 3,458,505 3 ,9 4 7, 5 4 1

Weighted average remaining contractual life of options outstanding at end of period 0.9 9 1. 28

2023 2022

$000 $000

Share-based benefits (accounting expense) 409 443

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 34.9%, expected option life of between 1 and 3 years and an annual risk free

interest rate of 4.03%. Volatility has been calculated based on the annualised volatility for the three years prior to the rights issue.

Steel & Tube Annual Report 202368

Key Policy
The Performance Rights Plan 2017 is considered to be an equity settled scheme under NZ IFRS 2 Share-based Payment and

the vesting conditions for the scheme include both service and performance conditions.

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.

E6: Financial Instruments

Financial

assets at

amortised cost

Derivatives

for hedging at

fair value

Financial

liabilities at

amortised cost

2023$000$000$000

Cash and cash equivalents

1

6,481 - -

Trade and other receivables excluding prepayments 67, 5 2 8 - -

Derivative financial instruments ² - 278 -

Total financial assets 74,009 278 -

Borrowings - - -

Trade and other payables - - 49,0 2 5

Derivative financial instruments ² - 69 -

Lease liabilities - - 90,903

Total financial liabilities - 69 1 3 9,9 2 8

2022

Cash and cash equivalents

1

8,046 - -

Trade and other receivables excluding prepayments 89,0 0 5 - -

Derivative financial instruments ² - 1,491 -

Total financial assets 97,051 1,491 -

Borrowings - - 51,000

Trade and other payables - - 69,6 2 7

Derivative financial instruments ² - 8 -

Lease liabilities - - 96,072

Total financial liabilities - 8 216,699


1

Cash and cash equivalents comprise cash in bank balances and cash on hand.

2

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).

Steel & Tube Annual Report 202369

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.

E8: Subsequent Events

On 4 August 2023, the group has executed an agreement with the group’s banking partner for an amendment to and extension of its

current banking facility. Refer to Note D1 for more detail.

On 7 August 2023, the group has executed a deed of surrender for the group's leased site at Rosebank Road, Avondale, Auckland. The

agreed surrender date is 31 January 2024. This will result in a $1.9m reduction in lease liability and a corresponding $1.8m reduction in

right-of-use asset on the group's Balance Sheet in the next financial year.

On 18 August 2023, the board declared a final dividend (fully imputed) of 4.00 cents per share (2022: 7.50) totalling $6.7m (2022:

$12.4m). The dividends will be paid to shareholders on 22 September 2023.

E9: 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 group controls an entity when the group is exposed to, or has rights to variable returns from its involvement with the entity and

has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are consolidated from the

date on which control is transferred to the group and deconsolidated from the date control ceases.

Consideration transferred is the fair value of assets transferred, liabilities incurred to the former owners of the acquiree and equity

interests issued by the group. Consideration transferred also includes the fair value of any asset or liability resulting from a contingent

consideration arrangement. Identifiable assets acquired and liabilities (including contingent liabilities) assumed in a business

combination are measured initially at their fair values at acquisition date.

All inter-company transactions and balances between group companies are eliminated.

Foreign currency

Transactions in foreign currencies are translated at the foreign exchange rate at the date of the transaction. Gains and losses resulting

from the settlement of such transactions and from translation of monetary assets and liabilities at balance date are recognised in

profit or loss except when deferred in equity as qualifying cash flow hedges. The group’s hedging largely comprises cash flow hedges

for future purchases of inventory. The group’s current practice is to recognise the accumulated gains or losses on the hedging

instrument / derivative against the carrying value of the inventory when inventory is recognised.

Steel & Tube Annual Report 202370

Derivatives - Cash flow hedge
The group uses derivative financial instruments to hedge its exposure to foreign exchange risks 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 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).

Revenue recognition

Revenue is measured based on the consideration specified in a contract with a customer. The group derives its revenue from the

distribution and processing of steel and associated products. Revenue is recognised when the group transfers control over products

and services to its customers.

Steel & Tube Annual Report 202371

The table below shows the contract portfolios identified by the group and further information on the revenue recognition.
The grouping of the contract portfolios is based on assessment of certain contract characteristics for similarities. The effects on the

financial statements of these groupings is not expected to differ materially from applying NZ IFRS 15 to the individual contracts (or

performance obligations) within the portfolio. The group regularly undertakes a process to review the contracts’ characteristics and

assess the appropriate grouping of the contract portfolios. Characteristics considered may include identified risks, contract size and

duration, and contractual terms of the contracts.

Contract

PortfolioDescriptionKey JudgementsOutcomeTiming of Recognition

Cash or Credit

Supply Sales

Any sales from individual

orders without a formal

written contract.

No major judgement

required.

There is one performance


obligation, being the supply of the

product.

Point in time


Revenue is recognised at point of

sale when the product is delivered.

Key Supply and

Supply and

Installation

Sales

Any contracts that contain

supply and may contain

installation performance

obligations which the

group has assessed to have

similar risk characteristics.

Where the contract

contains installation

services, 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.

Over time


Revenue relating to the supply

and where applicable, installation

performance obligations

are recognised on a stage of

completion basis based on the

input of labour and labour costs,

as this corresponds directly with

the value to the customer of the

group’s performance completed

to date.

Other Supply

and Installation

Sales

Any contracts that contain

supply and installation

performance obligations

and have not been

included in the ‘Key Supply

and Supply and Installation

Sales’ contract portfolio.

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.

Over time


Revenue relating to the supply

and where applicable, installation

performance obligations are

each recognised in the amount

to which the group has a right to

invoice under the terms of the

contract.

Other 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 ‘Other Supply

Only Sales’ is recognised in the

amount to which the group has a

right to invoice under the terms of

the contract.

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.

Steelā&āTube Annual Report 202372

Leases
Under NZ IFRS 16, the group recognises right-of-use assets and lease liabilities for 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.

Where the group has entered into sub-leases in respect of its property leases, each sub-lease will be assessed under the 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

• Other leases - other leases includes the lease of assets such as IT equipment, photocopiers and other plant or office equipment

On inception of a new lease, the lease liability is measured at the present value of the remaining lease payments, discounted using the

group’s incremental borrowing rate at that date. The right-of-use assets are measured at an amount equal to the lease liability, and

are depreciated over the estimated remaining lease term on a straight-line basis. The group presents the right-of-use assets and lease

liabilities separately on the face of the Balance Sheet.

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.

New standards and interpretations issued and not yet effective

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning on or after


1 July 2023. The group is currently assessing the impact of these new standards to the group to determine if they will have a significant

impact on future financial statements. On this basis, the group has not adopted and currently does not anticipate adopting, any

standards prior to their effective dates.

Steel & Tube Annual Report 202373




© 2023 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a

private English company limited by guarantee. All rights reserved.


Independent Auditor’s Report

To the shareholders of Steel & Tube Holdings Limited

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the consolidated financial statements

of Steel & Tube Holdings Limited (the ’company’) and

its subsidiaries (the 'group') on pages 39 to 73

present fairly, in all material respects:

i. the group’s financial position as at 30 June 2023

and its financial performance and cash flows for

the year ended on that date;

in accordance with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards issued

by the New Zealand Accounting Standards Board.

We have audited the accompanying consolidated

financial statements which comprise:

— the consolidated balance sheet as at 30 June 2023;

— the consolidated statements of profit or loss and

comprehensive income, changes in equity and

cash flows for the year then ended; and

— notes, including a summary of significant

accounting policies.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ ISAs (NZ)’). 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) issued by the

New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ International Code of Ethics for Professional Accountants (including International Independence

Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these

requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of the

consolidated financial statements section of our report.

Other than in our capacity as auditor we have no relationship with, or interests in, the group. Subject to certain

restrictions, partners and employees of our firm may also deal with the group on normal terms within the ordinary

course of trading activities of the business of the group. These matters have not impaired our independence as

auditor of the group. The firm has no other relationship with, or interest in, the group.



Steel & Tube Annual Report 202374









Materiality


The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and

on the consolidated financial statements as a whole. The materiality for the consolidated financial statements as a

whole was set at $2.4 million determined with reference to a benchmark of group revenue. We chose the

benchmark because, in our view, this is a key measure of the group’s performance.


Key audit matters


Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the consolidated financial statements in the current period. We summarise below those matters and our key audit

procedures to address those matters in order that the shareholders as a body may better understand the process

by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely for the

purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not express

discrete opinions on separate elements of the consolidated financial statements

The key audit matter How the matter was addressed in our audit

Revenue recognised on construction contracts within the Infrastructure Division

Refer to the Infrastructure Division segmental

information in Note A3 to the Financial Report.

$96.3 million of revenue was recognised on

construction contracts within the Infrastructure

Division.

The construction contracts typically have a

duration of many months, with some spanning

more than a year. Revenue is recognised over

time based on either the estimated stage of

completion of each project or according to the

value to the customer of the group’s

performance completed to date.

When estimating stage of completion, revenue

is calculated based on the proportion of total

costs incurred at the reporting date compared

to the group’s estimation of total costs of the

project, multiplied by the total expected

revenue from the project.

Revenue from construction contracts is a Key

Audit Matter due to the large volume of

individual projects which are in progress at

each reporting date. Furthermore, estimating

the stage of completion requires consideration

of the specific contractual terms, and

judgement is required when estimating the

expected costs to complete and the total

expected revenue from the project.

We evaluated revenue from construction contracts within the

Infrastructure Division by performing audit procedures including;

- obtaining an understanding of the group’s processes and

controls relating to recognition

of revenue on construction

contracts.

- in respect of completed projects, on a sample basis, we

assessed the evidence of completion of the contract and

vouched collection of customer receipts.

- in respect of in-progress contracts, we selected contracts

according to a risk-based criteria. For selected contracts,

we made inquiries with management to understand the

status and risks of the project. We obtained

the customer

contract to evaluate whether the contractual terms were

reflected in the group’s estimation of total costs and total

expected revenues. We challenged the completeness by

comparison to supporting evidence such as cost to date

and material and labour pricing.

- made inquiries about the project performance in the

period since reporting date to assess whether this had

any bearing on the judgements made within the year

ended 30 June 2023.

- considered the adequacy of the associated

disclosures in

the financial statements.

We did not identify any material misstatements in relation to

the recognition of revenue on construction

contracts within the

Infrastructure Division.

Steel & Tube Annual Report 202375










Other information


The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report. Other information comprises the information included in the group’s Annual Report, but does not include

consolidated financial statements and our Independent Auditor’s Report thereon. Our opinion on the consolidated

financial statements does not cover any other information and we do not express any form of assurance conclusion

thereon.

In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the consolidated

financial statements or our knowledge obtained in the audit or otherwise appears materially misstated. If, based

on the work we have performed, 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.


Use of this independent auditor’s report


This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been

undertaken so that we might state to the shareholders those matters we are required to state to them in the

independent 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 shareholders as a body for our audit work, this independent

auditor’s report, or any of the opinions we have formed.


Responsibilities of the Directors for the consolidated

financial statements


The Directors, on behalf of the company, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards issued by the New Zealand Accounting

Standards Board;

— implementing necessary internal control to enable the preparation of a consolidated set of financial statements

that is free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations or have no realistic alternative but to do so.


Steel & Tube Annual Report 202376

Auditor’s responsibilities for the audit of the consolidated
financial statements

Our objective is:

— 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 independent 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 will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of our responsibilities for the audit of these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor's report is Laura Youdan.

For and on behalf of

KPMG

Auckland

18 August 2023

Steel & Tube Annual Report 202377

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 focussed 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.

The board believes that the company’s corporate governance framework materially complies with the NZX Corporate Governance

Code dated 1 April 2023 (the Code). A summary of Steel & Tube’s governance actions and performance against each of the Principles in

the Code is detailed on the following pages.

The information in this report is current as at 18 August 2023 and has been approved by the board of Steel & Tube.

1. Ethical Standards

1.1 Code of Ethics

We expect our directors and team members 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. Steel & Tube’s policies also include 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

Whistleblower Policy which is on the company website. During FY24, we will be providing access to a confidential third party

whistleblower agency.

1.2 Insider Trading Policy

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.

While there is no formal requirement to do so, all directors hold shares in the company either directly or through affiliates.

Details of directors’ share dealings are set out on page 103 of this report.

2. Board Composition and Performance

2.1 Board Charter

The roles and responsibilities of the board are detailed in the Board Charter, which is reviewed at least every three 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 the day to day management of the business to the CEO and the wider senior

management team with specified financial and non-financial limits. A formal Delegated Authorities Policy documents delegated

authorities and is reviewed annually by the board.

2.2 Nomination and Appointment of Directors

Membership, rotation and retirement of directors is determined in accordance with the company constitution and NZX Listing

Rules.

The Nominations Committee has delegated responsibility from the board to make recommendations on board composition and

nominations, subject to the company constitution.

Directors will retire and may stand for re-election by shareholders at least every three years, in accordance with the NZX

Listing Rules. A director appointed since the previous Annual Shareholders’ Meeting holds office only until the next Annual

Shareholders’ Meeting but is eligible for election at that meeting.

Shareholders may also nominate candidates for election to the board. The board asks for director nominations each year prior

to the Annual Shareholders’ Meeting, in accordance with the company constitution and the NZX Listing Rules.

Governance

Steel & Tube Annual Report 202378

The board has developed a skills matrix and takes into account a number of factors including qualifications, experience and skills
when making directorship recommendations to the shareholders. The collective capability of the current board is assessed

against these requirements and the search then focuses on finding a board member who will best complement the current mix

of capabilities on the board.

Key information is provided to shareholders when a director stands for election or re-election.

2.3 Written Agreements

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 the

competencies to ensure the effective functioning of the board.

The company has arranged a policy of directors’ and officers’ liability insurance. This policy covers the directors and officers

so that any monetary loss suffered by them, as a result of actions undertaken by them as directors or officers, is insured to

specified limits (and subject to legal requirements and/or restrictions).

2.4 Director Information

As at the date of this report, the board comprises six independent directors, who have significant relevant industry and market

experience, skills and expertise that are of value to the company. In addition, Steel & Tube has appointed Cherie Kerrison as its

inaugural participant in the Future Directors programme. Future Directors attend board meetings to observe and participate in

discussions, but they do not have voting rights.

The board considers director succession on a regular basis, considering such things as tenure, experience and director

workload.

Profiles of directors are available on the company website and are included in the Annual Report. Directors’ interests are

disclosed on page 103 of the Annual Report.

The board believes that the current directors offer valuable and complementary skill sets. Importantly, the majority of Steel &

Tube’s directors have either worked in or held governance positions within the sector.

Skills Matrix

Director ExpertiseHighModerate

Governance

•••••

Commercial

••••••

Financial Acumen (F&A)

••••••

M&A

•••••

Quality, Health, Safety, Environmental and Training

•••••

Business Turnaround

••••••

Steel Industry

••••

Manufacturing

••••

Construction/Infrastructure

••••

Logistics, Supply Chain & Procurement

••••••

Sales Marketing and Brand

••••

Digital Technology and Change

••••

People, Culture and Employee Relations

••••••

Steelā&āTube Annual Report 202379

2.5 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.

The board encourages diversity and will not knowingly participate in business situations where Steel & Tube could be complicit

in human rights and labour standard abuses. Our approach to diversity is outlined in the Diversity and Inclusion Policy, which is

available on the company website.

Measurable objectives form part of the People & Culture plan each year and they are agreed and approved by the board. A

number of initiatives are in place to support diversity and achievement of Steel & Tube’s diversity and inclusion objectives. The

board believes the principles in the policy were adhered to in FY23.

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 30 different ethnicities. English is a second language for many

Steel & Tube team members. To create a safe and supportive working environment Steel & Tube translates documentation into

different languages and provides safety training which also helps improve numeracy and literacy levels.

The officers of the company (as defined by the NZX Listing Rules for the purposes of diversity reporting) are the CEO and

specific direct reports of the CEO having key functional responsibility. As at 30 June 2023, females represented 21% of Directors

and Officers of the Company (FY22: 20%).

As at 30 JuneFY23 FemaleFY23 MaleFY22 FemaleFY22 Male

Directors2424

Officers 1718

Steel & Tube Annual Report 202380

Female representation at Steel & Tube
Board of Directors

Lead Team/Snr Execs

Overall Workforce

Management

20232022

33%

33%

10%

11%

26%

27%

26%

27%

2.6 Director Training and Education

Directors are encouraged to undertake appropriate training and education to ensure they remain current on how to best

perform their duties. In addition, management provides regular updates on relevant industry and company issues, including

briefings from senior executives. All directors are current members of New Zealand Institute of Directors.

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.

2.7 Board Performance and Review

The board monitors its own performance annually and from time to time commissions external reviews to assess the

performance of individual directors and the board’s effectiveness. An external review was last conducted in calendar year 2021.

2.8 Director Independence

Director independence is determined in accordance with NZX Listing Rules and with regard to the factors described in Table

2.4 of the NZX Corporate Governance Code. The board has determined that all current directors are independent and have no

disqualifying relationships.

Directors are required to notify the company of any interests they have that could impact an assessment of their independence

or their ability to act in the best interests of Steel & Tube. Steel & Tube has processes in place to manage any conflicts of interest

with directors.

2.9 Independent Chair

Steel & Tube’s chair is required to be an independent director and is elected by the directors. Susan Paterson was appointed as

chair in January 2017 and is deemed to be independent.

2.10 Separation of the role of Chair and CEO

The board supports the separation of the roles of chair and CEO. Steel & Tube’s CEO, Mark Malpass is not a director on the Steel

& Tube board.

Steel & Tube Annual Report 202381

3. 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.

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.

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 at 30 June 2023 is set out below.

CommitteeRoleMembers

Quality, Health, Safety & EnvironmentAssist the board to meet its

responsibilities in relation to the

company’s Quality, Health and Safety

(H&S) and Environment policies,

procedures, and legislative compliance

Chris Ellis (chair)

John Beveridge

Karen Jordan

Audit and RiskAssist the board in its oversight of the

integrity of financial reporting, financial

management and controls, external audit

quality and independence, and the risk

management framework

Karen Jordan (chair)


Steve Reindler

John Beveridge

Andrew Flavell

People and CultureAssist 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

NominationAssist the board in ensuring appropriate

board performance and composition and

in appointing directors

Susan Paterson (Chair)

Steve Reindler

Chris Ellis

John Beveridge

Karen Jordan

Andrew Flavell

Steel & Tube Annual Report 202382

The table below sets out committee membership and director attendance at board and committee meetings during FY23.
Board meetings are scheduled throughout the year, with other meetings to deal with certain matters arising from time to time

being held when necessary.

Board

Quality, Health,

Safety &

Environment

Committee

Audit & Risk

Committee

People &

Culture

Committee

Nomination

Committee

Total number of

meetings

Susan Paterson 82432

Steve Reindler8-432

Chris Ellis83-32

John Beveridge 832-1

Karen Jordan 834-2

Andrew Flavell 8-4-2

3.1 Audit & Risk Committee

The board has an Audit & Risk committee which acts as a delegate of the board on financial reporting, internal control and risk

management issues. There are a minimum of three members, who are all independent directors. The committee is currently

made up of four independent directors. The chair of the committee, Karen Jordan, is not the chair of the board, is independent

and has significant accounting and financial expertise. The remaining committee members have a range of qualifications and are

all experienced in commercial and operational matters.

The role and responsibilities of the committee are detailed in a written charter which is available on Steel & Tube’s website.

3.2 Management attendance at Audit & Risk Committee meetings

Management attendance at committee meetings is by invitation only.

3.3 People & Culture Committee

The People & Culture committee assists the board to establish and maintain a strong governance framework overseeing the

management of the company’s people, remuneration and diversity policies. All members of the committee are independent

directors, and it operates to a written charter which is available on Steel & Tube’s website.

3.4 Nomination Committee

The Nomination committee assists the board in ensuring appropriate board performance and composition and in appointing

directors. All members of the committee are independent directors, and it operates to a written charter which is available on

Steel & Tube’s website.

3.5 Other Board Committees

Special purpose committees may be formed to review and monitor specific projects with senior management. There were no

other board committees formed during FY23.

3.6 Takeover protocols

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.

Steelā&āTube Annual Report 202383

4. Reporting and Disclosure
4.1 Continuous Disclosure Policy

We 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, we also seek 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.

4.2 Access to key governance policies

Easy access to information about Steel & Tube, including financial and operational information and key corporate governance

policies and charters, is available through our company website at https://steelandtube.co.nz.

4.3 Financial Reporting

The board is responsible for ensuring that the financial statements give a true and fair view of the financial position of the

company and have been prepared using appropriate accounting policies, consistently applied and supported by reasonable

judgements and estimates. The board is also responsible for ensuring all relevant financial reporting and accounting standards

have been followed.

The Audit & Risk committee oversees the quality and integrity of external financial reporting, including the accuracy,

completeness, balance and timeliness of financial statements. It reviews Steel & Tube’s full and half year financial statements

and makes recommendations to the board concerning accounting policies, areas of judgement, compliance with accounting

standards, stock exchange and legal requirements, and the results of the external audit. All matters required to be addressed,

and for which the committee has responsibility, were addressed during the reporting period.

For the financial year ended 30 June 2023, 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 Officer and Chief Financial Officer have confirmed in writing that Steel & Tube’s external financial reports

are presented fairly in all material aspects.

4.4 Non-financial reporting

Steel & Tube has a commitment to ensuring that the company adds value for all its stakeholders, from shareholders to staff

and the communities the company operates in, as well as reducing the environmental impact of the company’s activities. Steel

& Tube believes it is the company’s corporate responsibility to ensure the company plays its part in making the world a better

place.

We have identified environmental, social and governance (ESG) principles which we believe will enhance Steel & Tube and

support our growth. Oversight of ESG is set out in Steel & Tube’s Sustainability Policy. Steel & Tube’s Sustainability Manager leads

the company’s sustainability practices.

Independent director, John Beveridge has been appointed to lead the board in relation to sustainability matters.

Steel & Tube has reported on the company’s progress, outlined on pages 26 to 27.

Steel & Tube has made voluntary disclosures against the mandatory climate-related disclosures regime in FY23 and will report

against this fully from FY24. Disclosures can be read on pages 89 to 98.

Steel & Tube Annual Report 202384

5. Remuneration
Remuneration of directors and senior executives is the key responsibility of the People & Culture Committee.

The framework for the determination and payment of directors’ and senior executives’ remuneration is set out in Steel & Tube’s

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 FY23 are provided on pages 99 to 102.

5.1 Directors’ Remuneration

Shareholders fix the total remuneration available for directors. Approval is sought for any increase in the pool available to pay

directors’ fees, and any recommendations to shareholders regarding director remuneration are provided for approval in a

transparent manner. If independent advice is sought by the board, it will be disclosed to shareholders as part of the approval

process.

The last increase in director remuneration was approved by shareholders at the Annual Meeting in September 2022, for a total

fee pool of $642,500. Board policy is that no sum is paid to a director upon retirement or cessation of office.

While there is no formal requirement to do so, all directors hold shares in the company either personally or through affiliates.

Directors’ share dealings and interests in the company are detailed on page 103.

Remuneration for each board role as at 30 June 2023 is as follows. Specific payments made to each director during FY23, as well

as other related information, is set out in the Remuneration Report on page 99.

Chair$165,000

Director$ 8 7, 5 0 0

Committee Chair – Audit & Risk, QHSE$15,000

Committee Chair – People & Culture$10,000

5.2 and 5.3 Executive and CEO Remuneration

Steel & Tube’s executive remuneration policies and practices are designed to attract, retain and motivate high calibre people

and create a performance-focussed culture. Details of executive and CEO Remuneration are set out in the Remuneration Report

on pages 99 to 102.

6. Risk Management

6.1 Risk Management Framework

Steel & Tube’s ability to deliver appropriate returns to its shareholders requires successful execution of business strategy and

the elimination, reduction and mitigation of associated risks. We apply effective risk management principles across our Business

Units to ensure risk is identified, assessed, categorised and ranked to allow the business to understand its risks.

The board has overall responsibility for the establishment and oversight of the group’s risk management framework. The board

is responsible for overseeing and monitoring significant business risks and overseeing management’s processes to mitigate the

identified risks.

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. Management regularly report to the board on significant business risks and treatments for

those risks. Legislative compliance is monitored across each business unit through Quantate compliance management survey.

The company is exposed to risks from a number of sources, including operational, strategic, economic and financial risks.

Steel & Tube’s risk management framework incorporates policies, procedures and appropriate internal controls to identify,

assess and manage areas of significant business and financial risks.

Key risks are assessed on a risk profile identifying the likelihood of occurrence and potential severity of impact; and are

managed with a focus on decreasing the risk likelihood and minimising the risk impact should it occur. Steel & Tube maintains

insurance policies that it considers adequate and practicable to meet its insurable risks.

Steel & Tube Annual Report 202385

Key risk areas include:
Key RiskDescriptionMitigation

Maintenance of Steel & Tube’s values

and culture

Deviation from the company’s core

values and culture could lead to


ethical and reputational issues

• Unified purpose focussed on making

life easy for customers

• Regular communication and

reinforcement of the company's

values and culture through inductions,

training and workshops

• Monitoring of employee engagement

surveys and controls environment

Strategy executionIneffective implementation of


strategic initiatives leading to

sub-optimal performance and

competitive disadvantage

• Clearly defined strategic goals with

measurable objectives and key

performance indicators (KPIs)

• Clear responsibilities and

accountability for strategy

implementation

• Regular progress monitoring and

corrective actions to address

deviations from the plan

Quality of productsRisks associated with the production and

supply of substandard or faulty products,

leading to customer dissatisfaction and

potential product under-performance

and/or legal liabilities

• Robust quality control processes

throughout the production chain

• Regular product testing to rigorous

standards

• Independent audits of supplier mills

• Internal audits and ISO certification

and compliance

• Maintaining compliance with industry

standards and regulations

Economic environment and trading

conditions

Exposure to economic fluctuations

impacting demand, pricing, and overall

financial performance

• Diversification of product offerings

and customer base to reduce

dependency on specific sectors

• Regular economic analysis and

scenario planning to anticipate and

respond to market changes

• Syndicated bank debt facility

• Active financial stewardship

Steelā&āTube Annual Report 202386

6.2 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 our number one priority.

The board is responsible for ensuring that the systems used to identify and manage health and safety risks are fit for purpose,

being effectively implemented, regularly reviewed and continuously improved. A mix of lead and lag indicators are reported,

and safety performance is tracked to identify patterns to help prevent incidents. Health and safety is a fixed agenda item at each

board meeting and the chair of the QHSE committee regularly provides updates to the board on committee proceedings.

20192020202120222023

Safety eTRIFR1.54.91.861.131.14

Steel & Tube’s 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 customers. Ensuring the quality of Steel & Tube’s products

remains a critical focus and an extensive Quality Management Programme is in place and overseen by the General Manager

Quality, Health, Safety and Environment.

More information on our approach to Quality and Health & Safety is outlined on page 28.

7. Auditors

7.1 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 2023, KPMG was the external auditor of Steel & Tube. KPMG was first appointed as auditor in 2021,

with the next lead partner rotation due no later than 2026.

The Audit & 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 the external auditors. There

were no non-audit services provided by KPMG following their appointment as external auditors. The fees paid for audit services

in FY23 is identified in Note E4 of the Financial Report.

KPMG has provided the Steel & Tube board with written confirmation that, in their view, they were able to operate

independently during the year.

7.2 Attendance at Annual Meeting

It is Steel & Tube’s practice that the external auditors attend the Annual Shareholders’ Meeting each year and are available to

answer questions from shareholders relevant to the audit.

7.3 Internal Audit

Steel & Tube operates an outsourced internal audit function, which reports to and is monitored by the Audit & Risk Committee.

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 recommendations arising from the internal auditor’s

review findings.

During FY23, BDO was appointed as the company’s outsourced internal audit provider.

Steel & Tube Annual Report 202387

8. Shareholder Rights and Relations
8.1 Investor website

Easy access to information about the performance of Steel & Tube is available through the Investor Centre on the company’s

website at https://steelandtube.co.nz/investor-centre.

8.2 Engagement with shareholders

We are committed to open and regular dialogue and engagement with shareholders. Steel & Tube’s investor relations

programme includes semi-annual post-results briefings with investors, analysts and investor meetings, and earnings

announcements. In addition, we release semi-annual Shareholder Newsletters as part of our initiative to keep shareholders

informed about the business and the contribution our company makes to New Zealand’s economic development and

prosperity. The programme is designed to provide shareholders and other market participants the opportunity to obtain

information, express views and ask questions.

Shareholders are encouraged to communicate with the company and its share registry electronically. Approximately 66% of

Steel & Tube’s shareholders have opted for email communications.

We endeavour to make it easy for shareholders to participate in Annual Shareholders’ Meetings, which are held in a main centre,

streamed live online and recorded and posted on the company website. Shareholders can ask questions of and express their

views to the board, management and the external auditors at Annual Shareholders’ Meetings. In 2022, 38 shareholders attended

the meeting in person, with a further 32 shareholders joining online.

In addition to shareholders, Steel & Tube has a wide range of stakeholders and maintains open channels of communication for all

audiences, including the investing community and the New Zealand Shareholders’ Association, as well as its staff, suppliers and

customers.

8.3 Voting on major decisions

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.

8.4 Equity offers

Steel & Tube did not undertake any capital raising during FY23. Should Steel & Tube consider raising additional capital, we

will structure the offer having regard to likely levels of shareholder participation and optimising and enhancing the ability to

maximise the level of capital raised. The board will look to give all shareholders an opportunity to participate in any capital

raising.

8.5 Notice of meeting

We aim to provide at least 20 working days of the notice of the Annual Shareholders Meeting, which is posted on Steel & Tube’s

website, announced on the NZX and sent to shareholders prior to the meeting each year. This goal was achieved in 2022.

Steel & Tube Annual Report 202388

Steel & Tube’s Response to Climate Change
Steel & Tube is well positioned to respond to a low emission future and is supportive of New Zealand’s net-zero ambitions by 2050.

Our goal is clear: to maximise steel’s contribution to a sustainable and low emissions society, whilst continuing to grow our business

and deliver value to our shareholders. During FY23, we have completed our first climate risk assessment, conducted a full materiality

assessment and deployed an emissions tracking software to ensure we can track and report our emissions profile. In late 2022, Steel &

Tube became a member of the Sustainable Business Council, strengthening our commitment to reducing our environmental impact

through proactive collaboration with our peers.

We are mindful that a transition to a low emissions economy brings both opportunities and risks to Steel & Tube. As one of New

Zealand’s largest steel distributors and manufacturers, climate change has the potential to have a transformative impact on the

way we do business. This is why we have committed to engaging with policymakers on climate change legislation over the last two

years, and will continue to do so in the future. With the help of Deloitte, our work in the current year to identify key climate risks and

opportunities has set the foundation for a robust climate change strategy which will continue to develop over the coming years.

As a climate reporting entity under the Financial Sector (Climate-related Disclosures and Other Matters) Amendment Act 2021, Steel

& Tube will regularly report on the way in which climate change is managed in the organisation. Developed by the External Reporting

Board, Climate-related Disclosures is based on the TCFD

1

framework, which span across four key climate pillars: governance, risk

management, strategy and metrics & targets. Although these disclosures are not mandatory until our FY24 reporting, we recognise

the benefit of understanding the impact of climate change on our business and have made a number of disclosures in FY23. The

following table outlines the highlights achieved during FY23, categorised by TCFD pillar.

PillarFY23 Highlights

Governance• The board has oversight of climate related opportunities and risks

• Management has been assigned responsibility in managing climate change, including the role

of the Group Sustainability Manager in preparing climate-related disclosures

• The company’s Sustainability Policy has been updated to reflect evolving stakeholder feedback

and legislative changes

Strategy

• Steel & Tube has completed a review to understand its current climate-related impacts

experienced in FY23

• Steel & Tube has completed its first climate risk assessment, identifying climate opportunities

and risks over the short, medium and long term. This includes an understanding of the

associated impacts of these opportunities and risks

• The company has also outlined the scenario analysis it has undertaken, and started to integrate

climate opportunities and risks into its overall business strategy

Risk Management

• Steel & Tube has developed a process for identifying, assessing and managing climate-related

risks, including how it intends to engage with stakeholders for this assessment

Metrics & Targets

• Steel & Tube has deployed an emissions tracking system to manage its Scope 1, Scope 2 and

Scope 3 emissions

• Scope 3 emissions have been expanded to include transportation and distribution, and

upstream energy production. The calculation methodology has been improved to reflect best

practice in New Zealand

• The company has conducted a review of its GHG (Greenhouse Gas) organisational boundary

with the help of an independent third party

• Sustainability metrics and targets are reported to the board on a quarterly basis

1

Task Force on Climate-related Financial Disclosures

Climate-related Disclosures

Steel & Tube Annual Report 202389

Governance
Identifying, addressing, and mitigating climate change risks and opportunities involves a number of roles across Steel & Tube.

The Group Sustainability Manager leads an annual review of climate-related risks and opportunities against three approved climate

scenarios. The leadership team and selected subject matter experts recommend targets and strategies that aim to mitigate climate

risks and harness climate opportunities identified in the annual review.

Steel & Tube’s board of directors is responsible for Steel & Tube’s strategy, which include climate-related risks and opportunities.

Sustainability and climate response is a standing topic with the board and key updates are reported regularly. The board reviews and

approves the metrics and targets that measure our performance across our core strategic pillars. Progress and performance against

sustainability metrics are reported to the board quarterly. The board is responsible for oversight of climate-related disclosures,

including climate scenarios and time horizons.

Steel & Tube’s Chief Executive Officer is responsible for leading, managing and delivering Steel & Tube’s strategy. A climate risk

steering group, consisting of five General Managers are engaged to identify key climate risks and opportunities. The Group

Sustainability Manager reports to the Chief Financial Officer and works across all Business Units to ensure that decarbonisation

projects and other strategic drivers are being implemented.

Board• Oversees climate-related disclosures

• Oversees climate-related risks and opportunities, including management of these opportunities

and risks

Management

• CEO is responsible for leading, managing and delivering on Steel & Tube's strategy, including its

sustainability strategy

Group

• Group Sustainability Manager ensures there is appropriate oversight of climate-related risks and

opportunities, including consulting with the business to drive decarbonisation initiatives

• Group Financial Controller oversees financial impacts of climate-related risks and opportunities

Strategy

Steel & Tube conducted its first climate risk assessment in 2023. This was conducted in reference to a combination of best practice

guidance, including the methodology provided by the Ministry for Environment’s National Climate Change Risk Assessment

Framework, ISO 14091-2021 for physical risk and opportunities assessment and the TCFD recommended methodology for identifying

and rating transition risks and opportunities.

New Zealand’s acute weather events in the summer of 2023 have demonstrated the severity of climate hazards and their potential

impact on our assets, operations, people, ecosystem and communities.

The Auckland Anniversary floods of January 2023 saw a record amount of rainfall in parts of Auckland, with widespread flooding

and coastal inundation affecting most of the city. Whilst our assets were protected from flood damage, there was an impact on our

operations, with some deliveries delayed until it was safe to resume normal business activities. Steel & Tube was well equipped to

handle a regional shutdown, with our hub and spoke model ensuring that operations in other regions were able to continue without

issue.

Two weeks later, the North Island’s North and East coasts were struck by Cyclone Gabrielle, causing more widespread damage,

especially in the Hawkes Bay region where Steel & Tube operate two sites. Steel & Tube followed advice from meteorologists to

prepare for a potentially destructive storm, and sites prepared accordingly. Our focus was on ensuring our people were safe, and

these precautionary measures ensured that impact of Cyclone Gabrielle was considerably mitigated.

We also acknowledge the mental health impacts for staff that were affected by the Auckland floods and Cyclone Gabrielle. Financial

support was provided to those in areas with the most damage, and our staff had our full support to make necessary arrangements for

childcare until schools reopened.


Steel & Tube Annual Report 202390

Climate Scenarios
Scenarios are hypothetical pathways that adopt a set of assumptions leading to a plausible future. Steel & Tube’s climate scenarios

were developed using a combination of both global and local modelling data.

The scenarios adopted for Steel & Tube’s first climate risk assessment are described in the below table

SSP (Shared Socioeconomic

Pathway) Scenario

SSP1SSP2SSP5

NFGS (Network for Greening

the Financial System)

Scenario

OrderlyDisorderlyHothouse

IPCC (Intergovernmental

Panel on Climate Change)

Scenario

RCP (Representative

Concentration Pathway) 2.6

RCP 4.5RCP 8.5

IPCC Description

This future poses moderate

challenges to mitigation

and moderate challenges

to adaptation. Population

growth stabilises toward

the end of the century;

current social, economic,

and technological trends

continue; global and

national institutions make

slow progress toward

achieving sustainable

development goals. This

scenario limits global

warming to between 1.3°C

and 2.4°C.

This future poses high

challenges to mitigation

and high challenges to

adaptation. Population

growth continues with

high growth in developing

countries; there is an

emphasis on national issues

due to regional conflicts

and nationalism; economic

development is slow and

fossil fuel dependent; there

are weak global institutions

and little international

trade. Under this scenario

global temperatures rise by

between 2.1°C and 3.5°C.

This future depicts a worst-

case scenario, where

very little effort has been

deployed to mitigate global

warming. Current CO2

emissions levels roughly

double by 2050. Under this

scenario, economic growth

continues to be driven by

fossil fuel combustion and

energy intensive lifestyles.

By 2100, the average

global temperature has

increased by 4.4°C. This

future pose high challenges

to mitigation and low

challenges to adaptation.

Under this scenario, global

temperatures rise between

3.3°C and 5.7°C.

Steel & Tube adopted SSP1 (RCP 2.6) for our lower bound as the most plausible lower bound warming scenario using NIWA’s

downscaled context, due to the SSP1 (RCP 1.9) scenario not having available data.

The strategic time horizons to test against were determined on the basis of Steel & Tube’s asset and product design life, its asset

management regime, and its longer-term business strategy.

The three time horizons chosen are:

• present day (anchor point)

• 2030-2050

• 2050-2100

The warming scenarios and time horizons adopted by Steel & Tube provide a means of understanding the exposure and vulnerability

of Steel & Tube’s assets, operations, people, ecosystem and communities to the effects of climate change over time, and under

different scenarios.

Steel & Tube Annual Report 202391

Physical Opportunities
Our primary physical opportunities relate to steel’s resilience against climate hazards such as extreme weather and extreme winds.

We anticipate a higher demand for climate change mitigation projects, such as sea walls to protect from coastal inundation and steel

framing to offer increased structural stability against high winds. In addition to this, we expect increased demand of higher specified

products to offer further protection to extreme weather and other physical climate risks when compared to alternative materials.

Transition Opportunities

Multiple opportunities have been identified with benefits anticipated in the near term. These relate to energy sector decarbonisation

and potential revenue growth due to demand for steel products such as wind turbine blades and ground mounted solar arrays.

An increase in extreme weather events could result in increased market demand for climate resilient steel products. We continue

to closely monitor emerging technologies overseas in anticipation of lower-carbon or zero-carbon steel being available for our

customers in New Zealand.

Top Opportunities

Ty p ePhysical OpportunityTransition Opportunity

Opportunity

Statement

Extreme weather may result in heightened

demand for steel products

Energy sector decarbonisation increases the

need for steel

Time FramePresent Day – 2030 2-5 years

ImpactNew sales opportunities present an opportunity

for revenue growth

As the energy sector decarbonises, new sales

opportunities in the form of wind farms, solar

support structures, geothermal farms and

hydroelectric dams present an opportunity for

revenue growth

Financial ImpactPlanned for FY24 disclosuresPlanned for FY24 disclosures

Management

Response

Steel’s higher resilience to extreme weather

events is likely to yield an increased demand

for steel products such as piles, roofing

materials, fencing and steel framing. Secondly,

an opportunity exists to offer higher specified

products to the market, where alternative

materials are not suitable. For example, stainless

steel offers significant corrosion resistance

and can help reduce rust and deterioration in

areas affected by increased sea salt spray and

humidity. Management understands steel’s role

in developing resilient infrastructure and our

strategy aims to capture these opportunities.

Steel & Tube’s Reinforcing division plays an

integral role in supporting infrastructure

projects in New Zealand. We supplied steel

to Harapaki Windfarms in 2022 and anticipate

more projects of a similar size in the future.

Steel is essential in the production of most

renewable energy infrastructure; for example,

approximately 250 tonnes of steel is required for

a 2MW wind turbine. Similarly, the proliferation

of energy storage systems and carbon capture

systems (CCS) is likely to increase demand

for steel piping, pressure vessels and other

equipment used in these projects. Steel

also plays a significant role in constructing

hydrogen production facilities, such as

hydrogen compression vessels, storage and

transportation.

Steel & Tube Annual Report 202392

Physical Risks
As a large distributor, changes in climate have the potential to have a significant impact on our operations, our assets and our

people. We used NIWA’s (National Institute of Water and Atmospheric Research) downscaled climate change projections to inform

Steel & Tube of its relative climate risk exposure at various scenarios, which are detailed on page 91. We move a significant amount

of steel between Steel & Tube locations, from domestic and offshore suppliers, and to customers in every corner of New Zealand.

Consequently, physical risks that impact New Zealand’s roading infrastructure will also have an impact on our ability to freight

products by road. Flooding, extreme weather and landslides are the most conspicuous of these hazards. Climate change plays a

significant role in determining where we choose to operate, and our location network has been built with this flexibility in mind.

Climate Hazard Projections Relative to Steel & Tube Locations:

Increase in number of hot days per annum

Increase in drought risk

Increase in wet days

Reduction in frost days

Reduction in snow days

Increase in wind speed

Coastal inundation

Steel & Tube Annual Report 202393

Transition Risks
The steel industry faces potential transition risks relating to access to capital, reduced margins due to carbon border adjustment

mechanisms and carbon taxes, as well as market loss arising from changing consumer preferences for lower carbon alternatives. While

steel’s embodied carbon content is high, steel is one of the most recycled materials in the world and from a whole-of-life perspective,

steel has lower carbon content. The high embodied carbon content of steel plays a role during the procurement process, and our

procurement team ensures Steel & Tube secure access to lower carbon steel products where commercially feasible. The team also

undertake the conscious integration of social, ethical and environmental performance factors into the process of selecting suppliers.

During our climate risk assessment, we identified that transition risks were our most material risk type and are being closely

monitored by the board of directors.

To p R i s k s

Ty p ePhysical RiskTransition Risk

Risk DescriptionImpaired site access due to flooding and landslipsHigh embodied carbon content of steel

Time FramePresent Day – 2030 2-5 years

ImpactInability for inter-site deliveries or customer

deliveries to reach their destination in time, or at all

resulting in a loss of revenue

Steel’s reputation as having high embodied carbon

content may contribute to alternative products

being used, resulting in a reduced market size and

associated revenue for Steel & Tube

Financial ImpactPlanned for FY24 disclosuresPlanned for FY24 disclosures

Management

Response

Our hub and spoke model mitigates the risk of

widespread impact caused by regional shutdowns,

and we operate four primary distribution hubs to

support our regional centres. Cyclone Gabrielle

in February 2023 caused several access issues

for Steel & Tube sites in Napier, Hastings and

customers in Gisborne. In order to support our

team in that area, product was dispatched from

our Mount Maunganui site. Customers were

regularly updated with delivery status updates to

manage expectations and a focus was placed on

safety for our transport contractors. Steel & Tube’s

response to Cyclone Gabrielle demonstrated the

effectiveness of the hub and spoke model during

extreme weather events and ensured a speedy

recovery for our affected sites.

We are conscious that steel currently has high

embodied carbon, and this is particularly true

for products that were produced with traditional

steelmaking methods that require the use of coal.

We are closely following emerging technologies

that use alternative reductants in the steelmaking

process but are mindful that this technology will

take time to scale and offer a commercially feasible

product for the New Zealand market. In the

meantime, Steel & Tube consider embodied carbon

in procurement decisions and support HERA’s

(Heavy Engineering Research Association) verified

carbon offset programme to offer an immediate

solution for customers.

Steel & Tube Annual Report 202394

The outputs of our first climate risk assessment will support the development of Steel & Tube’s transition plan, as required by the
External Reporting Board’s New Zealand Exposure Climate Standard 1 (NZ CS 1). In FY24, Steel & Tube will complete phase 2 of our

climate risk assessment, which aims to understand the financial impacts of climate change and the subsequent transition plan to

mitigate climate risks and harness climate opportunities.

In anticipation of our transition, all capital expenditure above $50,000 will require a climate risk evaluation before being approved.

Risk Management

Steel & Tube reviews climate-related risks and opportunities on an ongoing basis. In 2023, Steel & Tube completed its first climate

risk assessment, establishing a reference point for future climate risk reporting. The assessment was conducted in conjunction with

Deloitte and applies methodology from the Ministry for the Environment’s National Climate Change Risk Assessment Framework

(NCCRA), ISO 14091-2021 and TCFD recommendations.

For physical risks and opportunities, Steel & Tube engaged several subject matter experts across the business to identify climate-

related risks and opportunities resulting from various climate hazards. Each expert also identified the relative consequence of each

risk and rated these accordingly. For transition risks and opportunities, a different group of subject matter experts in the fields of

technology, markets, legal/policy and reputation were responsible for identifying risks and rating these against a modified urgency

criteria derived from the NCCRA and UK Committee on Climate Change’s rating methodologies.

Risk Identification – Methodology

The process to identify physical risks and opportunities is

consistent with the Ministry for Environment’s National

Climate Risk Assessment Framework methodology, and

with ISO 14091:2021 by assessing the identified risks

in terms of their exposure, sensitivity, and adaptive

capacity. This process enables us to develop climate

scenarios depicting our future state exposure to climate

risk. Climate scenarios illustrate what the future might

look like under differing degrees of climate change. They

are not predictions about what will happen, but rather

hypotheses about what could happen in the short to

long term.

Transition risks and opportunities were identified and

rated using the Taskforce for Climate-related Financial

Disclosure’s (TCFD) recommended methodology for

identifying and rating transition risks. We applied the

TCFD’s four risk categories of Market, Reputation, Policy

and Legal and Technology to identify the risks arising

as global and local economies decouple from fossil

fuels. For transition opportunities, we used the TCFD’s

five categories relating to a decarbonising economy,

including resource efficiency and cost savings, the

adoption and utilisation of low-emission energy sources,

the development of new products and operations, and

building supply chain resilience. The transition risks were

then rated using a modified urgency criteria derived

from the NCCRA and the UK Committee on Climate

Change’s rating methodologies. The urgency criteria

were modified by introducing a temporal element

to further define the level of urgency and to provide

context for transition risk rating purposes.

A scoring methodology was applied to yield a materiality analysis that enables Steel & Tube to aggregate scores by climate hazard,

risk type and risk area, as well to view the risk scores by individual risk statement. The purpose of aggregation was to ensure that the

interlinked and cascading nature of climate related risks are captured in the risk summary.

These risks and opportunities were aggregated and reviewed by the climate steering group before submission to the board for

approval.

The scope of our climate risk assessment covered all parts of Steel & Tube and its subsidiaries. This includes our suppliers, upstream

transportation, and one tier downstream to our direct customers.

Steelā&āTube Annual Report 202395

A full climate risk assessment will be conducted, at a minimum, every three years. On an annual basis, a list of top risks and
opportunities will be reviewed by the leadership team and presented to the board of directors to determine whether additional

action is required.

The climate risk assessment risk ratings and criteria align with Steel & Tube’s Enterprise Risk Management Framework (ERMF).

Currently, risks are collated by management and presented to the board on an annual basis, or quarterly if urgent risks or

opportunities need addressing. Management of day-to-day climate risks occurs in a collaborative manner across several group

functions, including supply chain, QHSET, Sustainability and Legal.

Metrics and Targets

Metrics and targets are used to quantitatively measure an organisation’s sustainability performance.

We include Scope 1, Scope 2 and Scope 3 emissions in our GHG inventory:

• Scope 1: emissions we directly control. For Steel & Tube, this includes vehicle fuel and stationery combustion

• Scope 2: purchased electricity from the grid

• Scope 3: all other emissions that are outside of our direct control but sit within our organisational boundary. This includes supply

chain emissions, business travel and waste

In FY23, we focussed on identifying and measuring our GHG inventory in accordance with the Ministry for the Environment’s

Measuring Emissions: A Guide for Organisations: 2022 and the Greenhouse Gas Protocol. During this time, we worked with a climate

consultant, Proxima, to assist in establishing our organisational boundary and complete an independent review prior to our first

year of mandatory reporting. All metrics are prepared using the ‘operational control’ consolidation approach and emission factors

are sourced from the Ministry for the Environment’s “A guide for organisations: 2022 summary of emission factors”. Any emission

factors not available in the Ministry for the Environment’s Emission Factor Set are sourced from the United Kingdom’s Department for

Environment Food & Rural Affairs (DEFRA) Emission Factor Toolkit (2023).

Steelā&āTube Annual Report 202396

Table of Emissions
All figures are in tCO2e (Tonnes of Carbon Dioxide Equivalent). Prepared in reference to the GHG Protocol Corporate Value Chain

Standard.

Emissions CategoryFY22FY23Change

Total Scope 1+2+3

1 7, 4 3 514,175-3, 260

Scope 11,3501,480130

Stationery Combustion1010-

Vehicle Fleet1,3401,470130

Scope 2630600-30

Electricity Consumption630600-30

Scope 315,45512,095-3,360

C1Purchased Goods and ServicesDisclosure proposed in FY24

C3Fuel and Energy-Related Activities

Electricity Transmission/Distribution Losses6055-5

Upstream Fuel Production and Distribution 31033020

C4Upstream Transportation & Distribution

Ocean Freight8,6305,335-3, 295

Road Freight4,74 04,520-2 20

Air FreightNo data115

C5Waste Generation951005

C6Business Travel330670340

C7Employee CommutingDisclosure proposed in FY24

C9Downstream Transportation & Distribution1,290970-3 20

These figures are provisional and the company has not sought assurance over its GHG emissions. Note that these figures have been

appropriately rounded by the group. The group has made an assessment around the relevance and materiality of other emissions

sources, with a priority placed on the categories listed above.

Steel & Tube Annual Report 202397

Share of Emissions by Scope – FY23
86%

10%

4%

Emissions Split by Scope – FY23

Scope 1

Scope 2

Scope 3

Our Scope 1 and Scope 2 emissions represent 14% of our total reported emissions, where as our Scope 3 emissions represent the

remaining 86% of reported emissions.

Table of Emissions Intensity

Emissions Intensity - Tonnes Sold

2022

2023

kg COe/Tonne Sold

104.0

96.6

Steel & Tube calculates emission intensity by tonnes sold (kgCO2e per tonne sold). In FY22, we increased the level of inventory to

ensure we had sufficient product to meet our customers’ needs during a period of significant supply chain disruption. As those

disruptions have lessened, we have been able to reduce our inventory levels. Our focus on inventory management has reduced our

gross emissions and both emission intensity measures from FY22 to FY23, primarily due to a reduction in upstream transportation (C4).

Steel & Tube’s LED lighting carbon abatement project has so far yielded an approximate reduction of 400,000kWh compared to the

previous year.

In FY24, we are establishing our base year and an emission reduction target for our group emissions.

Steel & Tube Annual Report 202398

Director Remuneration
As at 30 June 2023, the standard directors’ fees per annum were $165,000 for the chair and $87,500 for each non-executive director.

board committee chairs also receive additional fees of between $10,000 - $15,000 for their committee responsibilities.

Directors’ fees exclude GST, where applicable. Directors are entitled to be reimbursed for costs directly associated with carrying out

their duties, including travel costs. Board policy is that no sum is paid to a director upon retirement or cessation of office.

Directors do not participate in the company's short or long term incentives.

The total amount of remuneration and other benefits received by the directors during the year ended 30 June 2023 was $642,500 as

shown in the table below:

DirectorDirectors Fees

Committee


Chair FeesF Y 2 3 To t a lResponsibility

Susan Paterson165,000-165,000Board Chair

Steve Reindler8 7, 5 0 010,0009 7, 5 0 0People & Culture Committee Chair

Chris Ellis8 7, 5 0 015,000102,500QHSE Committee Chair

John Beveridge8 7, 5 0 0-8 7, 5 0 0

Karen Jordan8 7, 5 0 015,000102,500Audit & Risk Committee Chair

Andrew Flavell 8 7, 5 0 0-8 7, 5 0 0

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.

Board policy is that no additional amounts are paid to a director or the Chief Executive Officer upon retirement or cessation of office.

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.

If there is a fatality or serious harm where the board deems either the company as a whole or participating individuals are culpable,

the board may decide that no STI payment (all components) will be paid to one, some or all of the 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 outlined in Note E5 of the

Financial Report.

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.

Remuneration

Steel & Tube Annual Report 202399

CEO Remuneration
The CEO’s overall remuneration as at 30 June 2023 consists of a fixed annual remuneration (FAR), an STI at 60% of FAR and an LTI of

40% of FAR. This is reviewed annually by the People and Culture Committee and approved by the board each year.

The performance targets for the CEO for the year ending 30 June 2023 were as follows:

Target KPIsWeighting

Financial – Return on Funds Employed (ROFE)50%

Completion of Nominated Strategic Initiatives25%

Health & Safety – Leading and lagging indicators10%

Customer Engagement8%

Employee Engagement7%

The board ensures that the CEO’s remuneration, including base salary, is aligned with appropriate market rates and reflects

performance and delivery of sustainable shareholder value.

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.

Target Remuneration:

Fixed RemunerationPay for Performance

Total Target

RemunerationFAR¹

Non-taxable

benefits

2

Sub totalTarget STI


Ta r g e t LT I

4

Subtotal

2023$875,500nil$875,500$525,300$350,200$875,500$1,751,000

2022$875,500nil$875,500$458,556$ 4 0 9,13 8$ 8 6 7, 6 9 4$1,743,194

2021$728,280nil$728,280$218,484$291,312$509,796$1,238,076

2020$714,000nil$714,000$428,400$285,600$714,000$1,428,000

2019$700,000nil$700,000$420,000$392,000$812,000$1,512,000

The financial performance target for the full year to 30 June 2023 was above the scheme’s 80% hurdle requirement and accordingly

STI is payable to the CEO.

Steel & Tube Annual Report 2023100

Details of what has been paid to the CEO in the past five years are outlined below:
Actual Remuneration Received:

FAR¹

Non-taxable

benefits

2

STI earned in FY

5

Value of LTI

vested during FY

6

Total remuneration

earned during FY

FY23$875,500nil$708,871$422,321$2,006,692

FY22$794,786-$ 6 8 7, 8 3 4-$1,482,620

FY21$721,140-$273,105-$994,245

FY20$702,880---$702,880

FY19$700,000---$700,000

1

FAR includes any KiwiSaver employer contributions

2

There were no costs associated with any other benefits during the year ended 30 June 2023

3

STI target for the full year which is subject to achievement of performance targets as agreed with the board in each year. STI payment for FY22 is calculated on the CEO’s FAR as at 31

March 2022. If financial targets are exceeded, it is possible to achieve up to 150% of the target. Financial performance for FY22 has resulted in 150% payment

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 years prior

Steelā&āTube Annual Report 2023101

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 2023, the Chief Executive Officer’s fixed remuneration of $875,500 was 12.99 times (FY22: 13.51 times) that of the median

employee at $67,397 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 2023 are specified in the table below.

The remuneration noted includes all monetary payments actually paid during the course of the year ended 30 June 2023, any

restructuring and redundancy related compensation, value of shares vested under the terms of the LTI scheme and all short term

performance incentive payments.

The remuneration paid to, and other benefits received by, Mark Malpass in his capacity as CEO for the year ended 30 June 2023 are

detailed on pages 99 to 101, and are excluded from the table.

There has been an increase from 2022 due to the payment of LTI and full STI payments.

Remuneration Range $0002023

100 - 11044

110 - 12033

120 - 13021

130 - 14018

140 - 15010

150 - 1607

160 - 1704

170 - 1804

180 - 1906

190 - 2006

200 - 2104

220 - 2301

230 - 2402

240 - 2501

250 - 2601

260 - 2701

290 - 3002

300 - 3102

330 - 3401

360 - 3701

400 - 4101

410 - 4201

490 - 5001

540 - 5501

620 - 6302

670 - 6801

810 - 8201

To t a l177

Steel & Tube Annual Report 2023102

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 2023:

DirectorInterests

Susan PatersonAppointed as chair of Evolution Healthcare and affiliated entities

Steve ReindlerAppointed as an independent advisor to the Museum of NZ Te Papa Tongarewa Governance Group

Chris EllisCeased to be a director of Steelpipe Limited


Appointed as advisory chair of John Filmore Contracting Limited

Karen JordanCeased to be a director of City Rail Link Limited and a member of the IRD Risk and Assurance

Committee


Appointed as director of Lyttelton Port Company (effective 1 August 2023)

Andrew FlavellCeased to be the interim CTO of Laybuy Holdings Limited


Appointed as director of SNGLRTY 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 2023 are:

DirectorShares held

Susan Paterson262,425 beneficially owned

Steve Reindler95,17 7

Chris Ellis10,000

John Beveridge20,000 beneficially owned

Karen Jordan1,069

Andrew Flavell1,000

Directors’ Security Dealings

During the year ended 30 June 2023 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 Insider Trading Policy.

DirectorDate of Transaction

Number of shares

acquired / (disposed)Nature of transactionConsideration

Steve Reindler11 May 202314,000On-market acquisition$14,433

Andrew Flavell14 September 20221,000On-market acquisition$1,430

Disclosures

Steel & Tube Annual Report 2023103

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 willful 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 2023 were:

CompanyDirectors

Steel & Tube New Zealand LimitedMark Malpass, Richard Smyth

Composite Floor Decks Holdings LimitedMark Malpass, Richard Smyth

Studwelders LimitedMark Malpass, Richard Smyth

S & T Stainless LimitedMark Malpass, Richard Smyth

Manufacturing Suppliers LimitedMark Malpass, Richard Smyth

S & T Plastics LimitedMark Malpass, Richard Smyth

Composite Floor Decks LimitedMark Malpass, Richard Smyth

Steel & Tube Holdings Limited (STU) Analysis Of Shareholding

As at 30 June 2023

Holding RangeHolder CountHolder Count %Holding QuantityHolding Quantity %

1 to 999 1,477 20.29% 604,829 0.36

1,000 to 4,999 2,503 34.39% 6,071,782 3.64

5,000 to 9,999 1,143 15.70% 7, 8 1 2 ,9 6 6 4.68

10,000 to 49,999 1,722 23.66% 3 5 ,6 3 9, 5 67 21.36

50,000+ 434 5 .96% 116,698,521 69.95

To t a l 7,279 100.00% 166,827,665 100.00%

Steel & Tube Annual Report 2023104

Substantial Security Holder
On 22 August 2022, the group received notice, in accordance with Section 276 of the Financial Markets Conduct Act 2013, that Lennon

Holdings Limited held 8,741,308 Steel & Tube Holdings Limited ordinary shares representing 5.26% (at the date of notice) of the

ordinary shares of the company.

Issued shares in the company at 30 June 2023 comprise:

Ordinary shares fully paid166,827,665

Ordinary shares partly paid (no voting rights)^25,000

166,852,665

^ Shares issued in the Senior Executives Share Scheme 1993

Top 20 Shareholders

As at 30 June 2023

Twenty largest security holders as at 30 June 2023

Ordinary

SharesPercentage

New Zealand Steel Limited 26,274,753 15.75%

Lennon Holdings Limited 9,200,000 5.52%

HSBC Nominees (New Zealand) Limited* 4,402,577 2.64%

Custodial Services Limited 3 ,47 9, 5 3 8 2.09%

New Zealand Depository Nominee Limited 3,397,892 2.04%

HPI Avondale Limited 2,103,786 1. 26%

FNZ Custodians Limited 1,9 9 0,95 0 1.19%

Citibank Nominees (New Zealand) Limited* 1,831,165 1.10%

Neil Douglas Waites & Anthony Gene Waites & Richard Boyd Waites 1,770,000 1.06%

Leveraged Equities Finance Limited 1,550,000 0.9 3 %

Maxima Investments Limited 1,450,000 0.87%

John Francis Managh 1,344,738 0.81%

Andrew Paul Lissaman Everist 1,272,000 0.76%

ASB Nominees Limited 1,085,000 0.65%

Trevor Jeffrey Corfield 1,012,000 0.61%

John Francis Managh & David Robert Percy 999,454 0.60%

Grandview Grazing Limited 9 1 7, 5 5 0 0.55%

Public Trust Class 10 Nominees Limited* 742, 275 0.45%

Accident Compensation Corporation* 621,326 0.37%

Forsyth Barr Custodians Limited 620,717 0.37%

66,065,721 39.60%

* Shares held in New Zealand Central Securities Depository (NZCSD)

Steel & Tube Annual Report 2023105

Glossary
CO2: Carbon Dioxide

D I F OT: Delivered in full, on time

DIFOTIS: Delivered in full, on time, in spec

E B I T: Earnings / (Loss) before the deduction of interest and tax

EBITDA: Earnings / (Loss) before the deduction of interest, tax,

depreciation and amortisation

eTR IFR : Employee Total Recordable Injury Frequency Rate per 1

million work hours

GHG: Greenhouse Gas

ISO: International Organization for Standardization

IPCC: Intergovernmental Panel on Climate Change

kgCO2e: Kilograms of Carbon Dioxide Equivalent (a standard

unit for counting greenhouse gas emissions)

NFGS: Network for Greening the Financial System

NIWA: National Institute of Water and Atmospheric Research

Normalised EBIT/EBITDA: EBIT and EBITDA excluding non-

trading adjustments and unusual transactions

N PAT: Net profit after tax

Physical Risks: Risks related to the physical impacts of climate

change, such as sea-level risk, extreme weather and flooding

RCP: Representative Concentration Pathway – these pathways

refer to the concentration of carbon that deliver global

warming at an average number of watts per square meter

across the planet

Scope 1 Emissions: Direct emissions from owned or controllable

sources in an organisation

Scope 2 Emissions: Indirect emissions from the generation of

purchased energy

Scope 3 Emissions: All indirect emissions (not included in Scope

2) that occur in the value chain of the reporting company,

including both upstream and downstream emissions

SSPs: Shared Socioeconomic Pathways – these five pathways

refer to the different future scenarios that may occur due to

varying responses to climate policy, climate change mitigation

and socioeconomic factors

TCFD: Task Force on Climate-Related Financial Disclosures

tCO2e: Tonnes of Carbon Dioxide Equivalent (a standard unit for

counting greenhouse gas emissions)

Transition Risks: Risks related to the transition to a lower-

carbon economy, such as policy, legal, technology and market

changes

XRB: External Reporting Board

Steel & Tube Annual Report 2023106

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

Directors

Susan Paterson Chair and Independent Director

Steve Reindler Independent Director

Christopher Ellis Independent Director

John Beveridge Independent Director

Karen Jordan Independent Director

Andrew Flavell Independent Director

Auditor

KPMG Auckland

18 Viaduct Harbour Avenue, Auckland 1010

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: w w w.computershare.co.nz

Bankers

ANZ New Zealand

ANZ Centre, 23-29 Albert Street, Auckland 1010

Solicitors

Chapman Tripp Auckland

Level 34, PwC Tower, 15 Customs Street West

PO Box 2206, Auckland 1140

Financial Calendar

Half year results announced February

End of financial year 30 June

Annual results announced August

Annual report August

Annual shareholder meeting September

Stock Exchange

The company’s shares trade on the New Zealand

Exchange under the code STU

Directory

Steel & Tube Annual Report 2023107

steelandtube.co.nz
KIWI

PIPE & FITTINGS

Steel & Tube Annual Report 2023108

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.