Metro
PerforMance
Glass
liMited
annual
rePort
2015
Metro PerforMance Glass liMited
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Metro PerforMance Glass liMited Contents
Who we are
chairman’s review
chief executive’s review
Metroglass’ new auckland plant
Board of directors
our results
corporate Governance
statutory information
company directory
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Metro PerforMance Glass liMited
statement of comprehensive income
statement of financial position
statement of changes in equity
statement of cash flows
notes to the financial statements
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29
General information
29
Summary of significant accounting policies 29
Financial risk management
39
Critical accounting estimates
and judgements
Operating expenditure
Segment information
Finance income and costs
Earnings per share
Income taxation
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Property, plant and equipment
Deferred taxation
Intangible assets
Investments in subsidiaries
Trade and other payables
Provisions
Interest bearing liabilities
Contributed equity
Reserves
Contingencies
Commitments
Related party transactions
Acquisition of subsidiary
- Metroglass Holdings Limited
Events subsequent to period end
Comparison to prospective
financial information
independent auditor’s report
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ANNUAL REPORT 2015
ANNUAL REPORT 2015
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Metro PerforMance Glass liMited
Metro PerforMance Glass liMited
WHo We ARe
Metro Performance Glass is
New Zealand’s largest and most
innovative glass processor,
distributor and glazier.
With over 700 staff and fourteen branches
located throughout the country, we supply and
service the architectural, building and residential
markets with industry leading glass products.
Whether it be high performance Low E
double glazing units for new builds or the
retrofit market, bathroom shower screens,
kitchen splashback or pool and deck
balustrades, Metro Performance Glass
have been at the forefront of providing
performance glass products and industry
leading customer service, what we like to
call Performance without Compromise.
Metro Performance
Glass
auckland (Head office)
5 Lady Fisher Place
Highbrook, Auckland
(09) 927 3000
Metro direct &
retrofit
Whangarei
28 Porowini Ave
Whangarei
(09) 438 9399
Bay of Plenty
88 Portside Drive
Mt Maunganui, Bay of
Plenty
(07) 575 5503
Wellington
18 Jamaica Drive
Grenada North,
Wellington
(04) 232 9920
christchurch
700 Halswell Junction
Road
Hornby, Christchurch
(03) 348 4184
Hamilton
32 The Boulevard
Te Rapa Park, Hamilton
(07) 850 6371
napier
9 Niven Street
Onekawa, Napier
(06) 843 3777
Palmerston north
193 John F Kennedy
Drive
Palmerston North
(06) 354 2071
taranaki
159 Gill Street
New Plymouth
(06) 758 8366
nelson
146 Tahunanui Drive
Nelson 7011
(03) 546 5365
cromwell
Ree Crescent
Cromwell, Central
Otago
(03) 445 4530
dunedin
140 Portsmouth Drive
Dunedin
(03) 477 9485
christchurch Glass
& retrofit
christchurch
35 Hammersmith Drive
Wigram, Christchurch
(03) 343 5103
auckland
6B Parkhead Place
Rosedale Auckland
(09) 415 0470
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Metro PerforMance Glass liMited
oUR PeoPLe
ANNUAL REPORT 2015
8
Metro PerforMance Glass liMited CHAiRmAn’s RevieW
Metro Performance Glass has made a
solid start as a publicly listed Company,
achieving a great deal since its initial public
offering (IPO) and the flotation of its shares
on the NZX and the ASX in July 2014.
At the time of the IPO, the Metroglass Board’s
principal objectives for the Company were:
+ to continue to increase revenue by taking
advantage of the strong projected growth in
the commercial construction and residential
housing markets;
+ to consolidate the operating benefits
that flowed from the upgrade to the new
Christchurch plant; and
+ to seamlessly merge the five separate
Auckland manufacturing facilities into
one highly-automated plant at Highbrook
in South Auckland.
The Board was confident that if the Company
achieved these goals, it would meet the
prospective financial information (PFI)
forecasts made as part of the IPO.
Directors are pleased to report the Company has
largely to date delivered on these objectives.
Metro PerforMance
Glass has Made a solid
start as a Publicly
listed coMPany”
“
9
Metro PerforMance Glass liMited financial results
Net profit after tax was $9.6 million for the
eight months to 31 March 2015, slightly ahead
of the Company’s PFI forecast of $9.4 million.
the capacity to meet the growth in demand
that we forecast for the coming years, to
provide industry-leading glass solutions and
to do all of this at a highly-competitive cost.
Sales were $115.0 million, slightly lower
than the PFI forecast of $117.8 million.
This reflected capacity constraints within
the construction industry rather than any
loss of market share by the Company.
Due to a shortage of labour, consents are
now taking much longer to convert into
orders. Metroglass has historically reckoned
on a nine month delay between the issue
of a consent and an order for its products,
but this conversion is now taking longer.
Still the Company has been able to respond
quickly to these changed market conditions
and has met its PFI earnings forecasts by
maintaining a tight control on costs.
Earnings before interest and tax was $17.1 million
against the PFI forecast of $16.5 million.
Abnormal expenses, including those associated
with the IPO and the consolidation of the
Auckland manufacturing sites, were $6.4 million,
lower than the PFI forecast of $6.8 million.
auckland site consolidation
As is evident from the financial results, the
Company’s successful consolidation of the five
Auckland plants into one site at Highbrook has
been a key factor in meeting its PFI forecasts.
This highly-complex and technically-demanding
project has been delivered on time and under
budget, which is a credit to Chief Executive
Nigel Rigby and to all those involved.
dividend
Metroglass has undergone a period of significant
change over the last year and despite the
considerable projects such as the new Highbrook
plant and a stock exchange listing the Company
remains in a strong financial position.
Reflecting Directors’ confidence in the
Company’s prospects, the Board has declared
payment of a dividend of 3.6 cents per share
fully imputed to New Zealand shareholders.
The dividend is to be paid on 4 August 2015 to
shareholders registered as at 20 July 2015.
outlook
Due to the industry constraints on capacity
the Directors believe the current building cycle
will last longer but have a lower peak. For
Metroglass this means the frequent delays to
projects in both residential and commercial
markets could make the achievement of our PFI
revenue targets more challenging. Offsetting this
uncertainty we are further ahead than planned in
respect to cost-out initiatives arising from the
Auckland plant consolidation and automation.
We will provide an update on the impact of
these variables on the outlook for our 2016
financial year at the Annual Shareholders
Meeting to be held on 26 August 2015.
On behalf of the Board
After some initial start up difficulties, production
at the plant has settled down and the facility
is now performing ahead of the Company’s
expectations. The plant is one of the most
technically advanced in Australasia. It offers
Sir John Goulter KNZM, JP
Chairman
26th June 2015
ANNUAL REPORT 2015
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Metro PerforMance Glass liMited Metro PerforMance Glass liMited
CHief exeCUtive’s RevieW
overvieW
Metroglass can look back on its first eight
months as a publicly-listed Company as a
period of considerable achievement.
The Company met the earnings forecasts
it set out at the time of its July 2014 initial
public offering (IPO) and also completed the
development and commissioning of its new
Auckland manufacturing plant, on time and within
budget. While also consolidating its 5 previous
sites in the Auckland region to the single new
site. These two projects followed the automation
and upgrade of the Christchurch plant and it
achieved these projects - among the most
significant initiatives in the Company’s history
- without major disruption to its customers.
Revenue for the eight months to 31 March 2015
was $115.0 million (+ 11.1% vs pcp). This
result was some 2.4% lower than prospectus
forecasts mainly due to industry capacity
constraints. The Company believes these
sales are not lost, but are instead deferred.
It now expects the current strong levels of
activity it is seeing in residential housing and
commercial construction markets to persist for
a longer period than previously anticipated.
strateGy
Metroglass is well advanced with its significant
change project as it continues to develop as
a globally-competitive, technically-advanced
and integrated glass processor. Metroglass’
business model and competitive advantage is built
upon world class glass processing and logistics
capability, industry leading customer service,
product leadership and cost competitiveness.
Metroglass’ Business Model
Customised produCt
short lead time
+ New Zealand residential windows are generally
+ Industry standard for delivery of windows and
measured to size once a house is built
other glass products is less than three days
+ There is a culture of customisation when
+ Broad geographical spread requires
building houses in New Zealand
strong distribution capabilities
+ There are few large project builders in
New Zealand (~75% of houses built by
builders fabricating <30 houses p.a.)
(~50% of population areas <150,000 people)
flexible manufaCturing
equipment and proCesses
+ Automated manufacturing that is flexible
enough to allow for mass customisation with
short lead times
broad produCt range
+ Wide range of glass products as a “one stop shop”
- Thicknesses ranging from 2mm to 19mm
- Many colours (e.g. grey, blue, green, bronze)
- Many effects (e.g. tinted, figured, mirrored)
+ Differentiated from other glass markets
+ Complex delivery model - increasingly so due to
that are either annealed cut-to-size markets
(like Australia) or very standardised
weight of double glazed units (DGU) and shelf life
of performance glass
+ DGUs cut-to-size balustrades, shower screens,
splashbacks, doors, decorative glass, etc.
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Metro PerforMance Glass liMited
PeoPle
Metroglass’ people are its lifeblood. The Company
has changed substantially over the last five years
and this has resulted in changes to the way it does
business. During the year the Company has focused
heavily on building teams that can take Metroglass
forward. The Senior Leadership Team now has a
good mix of new fresh-thinking executives and
old hands that can drive this business forward.
As the business model has moved from manual
to automated technology the Company has had
to acquire different skills. Many of the Company’s
existing teams have stepped up but where the
Company has identified gaps, it has recruited well.
Meanwhile, as Metroglass has looked to build
new relationships and grow into previously
untapped markets, it has sought new skills
and new thinking in the sales teams.
During the year the Company has invested
significantly in improving health and safety
standards throughout the organisation. The
new automated plants feature industry-leading
guarding and protection systems, while the
Company has invested in programs that raise
awareness in health and safety and ensure
processes are as safe as they can possibly be.
auckland consolidation and autoMation
Project
This has been by far the most ambitious capital
project ever undertaken by Metroglass or its
predecessors. Ultimately if Metroglass wanted
to be globally competitive in glass processing,
targeting both residential and commercial
markets, this capital had to be spent.
Metroglass now not only has a state of the art
facility capable of more than servicing the upper
North Island market, it also has a cost position that
provides a long term competitive future. This is very
rare in the context of New Zealand manufacturing.
ANNUAL REPORT 2015
12
With the completion of the Christchurch plant
upgrade and the commissioning of the Auckland
plant, the Company now has a highly-advanced
glass manufacturing and logistics capability.
It can deliver made-to-measure glass from Kaitaia
to the Bluff within 48 to 68 hours of receiving
an order and it will be able to meet demand
from New Zealand construction markets for the
foreseeable future at globally competitive prices.
The focus will now shift to product development
and revenue growth initiatives, including maximizing
the potential of the Company’s Retrofit double
glazing replacement business. There are 1.4 million
homes in New Zealand that currently do not enjoy
the benefits of double glazing, Retrofit represents
a huge opportunity for Metroglass and a revenue
stream that is not linked to the housing cycle.
The Company is also seeking to capture an
increasing share of the growing commercial
construction market. This market offers
significant growth opportunities over the
next three to five years and Metroglass has
the capability to compete effectively.
Metro PerforMance Glass liMited Metro PerforMance Glass liMited
MetroGlass’
business Model
and coMPetitive
advantaGe is built
uPon World class
Glass ProcessinG
and loGistics
caPability, industry
leadinG custoMer
service, Product
leadershiP and cost
coMPetitiveness.”
“
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Metro PerforMance Glass liMited
CHief exeCUtive’s RevieW (Cont’D)
Although the Company is very pleased with the outcome
of the project, it was not without its challenging
moments. The fi rst three months were diffi cult
as staff familiarized themselves with the plant’s
advanced technology and resolved start-up issues.
+ Enhance manufacturing excellence and improve
consistency at the Christchurch plant
+ Drive top line growth, ensuring customers’
expectations are exceeded and Metroglass is the
Company of choice
The Company is pleased to report that its
start-up issues are behind it and the plant is now
running to industry-leading service standards.
+ Capture an increasing share of the growing
commercial construction market
+ Drive the Retrofi t double glazing replacement
cHristcHurcH autoMation Project
This project was completed during the Christmas
shutdown of 2013 and as such has now been
running almost 16 months. This project was
completed in order to ensure Metroglass had
the required capacity to meet the uplift in
Christchurch demand whilst improving effi ciency.
Now that the Auckland plant is running smoothly, the
Company will be doubling back on Christchurch to
ensure that the facility is achieving its objectives.
financial results
The achievement of the IPO earnings forecasts was one
of the key deliverables for the period and the Company
is pleased that it met that goal. Nevertheless, with the
listing process and the many other distractions the
Company faced now past, Metroglass’ renewed focus
will be on achieving sales growth and reducing costs.
Additionally the fi nance team has been busy
improving tools and processes to deliver needed
improvements in working capital management.
Metroglass expects to reap the rewards of
this work in the current fi nancial year.
tHe year aHead
Last year Metroglass focused on building a
globally competitive glass processing platform
and the organisation to manage and drive the
new technology. Now it has the equipment and
people to do so. As such it has set the following
priorities for the 2016 fi nancial year:
business
+ Maximise fi nancial returns
Over the next few years the team will focus
on the current business as there are product
and distribution opportunities available in our
existing markets. It will also seek to understand
broader market changes such as the increase
in multi-residential developments, particularly
in Auckland. These changes will give rise to new
markets and we are constantly reviewing our
business model to ensure we can compete.
In addition to these opportunities the senior
management team has been working with
the Board in establishing a broader vision for
Metroglass. Outside of the core New Zealand
glass operations there are opportunities to
grow and expand. The Company is therefore
continuing to monitor potential acquisitions
that generate increased shareholder value.
suMMary
Over the past eight months the Company has
made considerable progress on all fronts. In
looking forward, the Company is confi dent in
its ability to achieve its objectives outlined
its ability to achieve its objectives outlined
in the section entitled “The Year Ahead”.
in the section entitled “The Year Ahead”.
Nigel Rigby
Nigel Rigby
Director & Chief Executive
Director & Chief Executive
26th June 2015
ANNUAL REPORT 2015
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Metro PerforMance Glass liMited
Metro PerforMance Glass liMited
METROGLASS’ NEW AUCKLAND PLANT
Metroglass’ new facility at Highbrook in South
Auckland is one of the most technically advanced and
effi cient glass production facilities in Australasia.
The Company is very proud of this purpose-
built plant, which is the culmination of three
year’s research, planning and development. It
is equally proud of the way it has realised this
highly-complex and technically-demanding
project, on time and on budget.
Until the start of 2015 Metroglass’ Auckland
head offi ce support functions, hardware, glazing
and manufacturing were located across fi ve
disparate locations. Coordination across the sites
was challenging and ineffi cient. The new factory
has overcome these diffi culties by consolidating
these functions onto one site and automating
nearly all glass processing. It has also delivered
signifi cant cost savings and much greater
production capacity. The plant went online in
January 2015 and was offi cially opened by the
Prime Minister, Rt Hon John Key, on 9 June 2015.
leadinG-edGe
facility Positions
the coMPany
internationally
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Metro PerforMance Glass liMited
ANNUAL REPORT 2015
ANNUAL REPORT 2015
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Metro PerforMance Glass liMited metRogLAss’ neW AUCKLAnD PLAnt
The facility lifts Metroglass’ Auckland production
capacity without compromising the Company’s ability
to offer high-value glass solutions. The factory can
process the latest technical glass and some of the
largest and most technically demanding flat glass
products manufactured in New Zealand. It can also
produce one-off non-standard customised orders,
a capability that is unique in this country. And it can
do all of this at a cost that makes the Company
among the most competitive in the industry.
Metroglass is now very well positioned to meet
the changing architectural demands of the New
Zealand and international construction and
building industry and compete on a global basis.
The new office and factory is built on a 26,000sqm
site - an area equivalent to more than two and
a half rugby fields - with a further 5000sqm
of expansion land, adjacent to the existing
facility, available if required. It has a linear
layout enabling raw product to be delivered at
one end of the facility before flowing through
the manufacturing process and completed for
despatch at the other end of the facility.
Energy efficiency and environmental sustainability
is integral to the design. High efficiency LED
lighting with zoned switching reduces energy
consumption. Smart floor to ceiling ‘Low Emissivity’
(Low E) insulated glass panels let in more than
adequate light to office spaces, reducing heat
loss in the winter and overheating in summer,
providing staff comfort all year round.
All water used for glass processing and edge working
is recycled. Additionally, rain water is harvested
from the facility’s roof and stored in tanks onsite,
supplying approximately half of Metroglass’ annual
water needs. Meanwhile, Metroglass has continued
to recycle glass at the facility in line with its
commitment to reduce waste and minimise landfill.
Health and Safety was a foremost consideration
in the design of the plant. Equipment selection,
plant layout, minimisation of manual handling and
consideration of industry best practice was taken
into consideration when commissioning this facility.
In short, the facility is at the leading edge of
New Zealand manufacturing and positions
the Company to be at the forefront of glass
manufacturing and production for the country’s
commercial construction and residential
housing markets for the foreseeable future.
ANNUAL REPORT 2015
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Metro PerforMance Glass liMited BoARD of DiReCtoRs
niGel riGBy
Executive Director and Chief
Executive Officer
Nigel was appointed as Chief
Executive Officer of Metroglass
in 2012. Nigel has over 15 years of
experience working in the building
products sector in New Zealand,
Australia, Asia and the United
States. Prior to joining Metroglass,
Nigel was with the James Hardie
group for 13 years, including
Executive General Manager USA
for James Hardie. In this role he led
James Hardie’s largest international
business division, which included
managing large and complex capital
projects as well as the day-to-day
management and responsibility for
the performance of this division.
sir joHn Goulter knZM, jP
Independent, Non-Executive
Chairman Member of Audit and Risk
Committee
Sir John has long-standing experience
in both the public and private sectors
in New Zealand. He currently acts as
Chairman of the New Zealand Business
and Parliament Trust, Marsden
Maritime Holdings Limited, Northport
Limited and Ururangi Limited. Prior to
his non-executive roles, Sir John was
the inaugural Managing Director of
Auckland International Airport Limited.
In 2003, Sir John was appointed the
New Zealand Herald Business Leader
of the Year and a Distinguished
Companion of the New Zealand Order
of Merit (DCNZM) for services to
business and the community. This
honour was re-designated as Knight
Companion of the New Zealand Order
of Merit (KNZM) in 2009. Sir John
is a graduate of Harvard Business
School (Advanced Management
Program), a Justice of the Peace and
a Fellow of the New Zealand Institute
of Management. He was inducted
as a Laureate into the New Zealand
Business Hall of Fame in 2003.
19
Metro PerforMance Glass liMited MicHael alscHer
Non-Executive Director
russell cHenu
Independent, Non-Executive Director
and Chairman of Audit & Risk Committee
WilleM (Bill) roest
Independent, Non-Executive Director
and Member of Audit & Risk Committee
Michael is the Managing Partner
and founder of Crescent Capital
Partners, a leading Australian
private equity firm, specialising
in high growth companies and
certain industry sectors such as
healthcare and financial services.
Prior to founding Crescent in 2000,
Michael was the Chief Operating
Officer of Gowings Bros Limited,
as well as a strategy consultant
at Bain International and the
LEK Partnership, where he spent
considerable time working on the
financial services industry and
consumer product facing companies.
Michael is currently a Non-Executive
Director of ASX listed life insurer,
ClearView Limited. He also serves
as the Non-Executive Chair of
National Dental Care and Southern
Sun, and Non-Executive Director
of GroundProbe, Crumpler and
Breezway Louvre Windows. Michael
holds a Bachelor of Commerce
(Finance & Mathematics) from the
University of New South Wales.
Russell has significant experience in
the corporate sector with more than
22 years in senior management roles.
Russell is currently an independent
Director of ASX listed Leighton
Holdings Limited (where he chairs
the Audit Committee). Russell had
a 23 year career at James Hardie,
holding various management and
executive positions in a number of
countries, including serving as group
Chief Financial Officer from 2004
to 2013. Before this role, Russell
served as Chief Financial Officer
for several ASX-listed companies
Tab, Delta Gold, Australian National
Industries and Pancontinental Mining
and Mighty River Power. Russell was
also previously Treasurer of Pioneer
International. Russell has a Bachelor
of Commerce from The University of
Melbourne, an MBA from Macquarie
Graduate School of Management
and is a Member of the Society of
Certified Practising Accountants
(Australia).
Bill has extensive experience in the
New Zealand corporate sector both
in executive and non-executive
functions, in particular in the domains
of finance and corporate governance.
He is currently on the boards of
Synlait Milk (where he chairs the
Audit and Risk Committee), Fisher &
Paykel Appliances (where he chairs
the Audit Committee) and New
Zealand Housing Foundation. Prior to
his non-executive roles, Bill held the
position of Chief Financial Officer at
Fletcher Building for 12 years. Before
this, he held several leadership roles
within the Fletcher Group, including
Managing Director of Fletcher
Residential and Fletcher Aluminium.
Bill is a member of the New Zealand
Institute of Directors, a Fellow of the
Association of Chartered Certified
Accountants (United Kingdom) and an
Associate member of the Chartered
Accountants Australia and New
Zealand.
ANNUAL REPORT 2015
20
Metro PerforMance Glass liMited statement of comprehensive income
statement of financial position
statement of changes in equity
statement of cash flows
notes to the financial statements
1
2
3
4
23
24
25
27
29
General information
29
Summary of significant accounting policies 29
Financial risk management
39
Critical accounting estimates
and judgements
Operating expenditure
Segment information
Finance income and costs
Earnings per share
Income taxation
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Property, plant and equipment
Deferred taxation
Intangible assets
Investments in subsidiaries
Trade and other payables
Provisions
Interest bearing liabilities
Contributed equity
Reserves
Contingencies
Commitments
Related party transactions
Acquisition of subsidiary
- Metroglass Holdings Limited
Events subsequent to period end
Comparison to prospective
financial information
independent auditor’s report
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
47
48
49
49
49
50
50
51
52
52
53
54
55
56
56
56
57
58
59
60
60
61
27
28
63
69
62
63
2121
Metro PerforMance Glass liMitedOUR RESULTS
ANNUAL REPORT 2015
22
Metro PerforMance Glass liMited stAtement of ComPReHensive inCome
for the period ended 31 March 2015
Sales revenue
Cost of sales
Gross profit
Distribution and glazing related expenses
Selling and marketing expenses
Administration expenses
operating profit
Interest expense
Interest income
Profit before income taxation
Income taxation expense
Profit for the period
other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Cash flow hedges
total comprehensive income for the period attributable to shareholders
earnings per share
Basic earnings per share (cents per share)
diluted earnings per share (cents per share)
consolidated
Notes
2015 *
$’000
114,998
(57,205)
57,793
(19,779)
(4,879)
(16,059)
17,076
(2,118)
28
14,986
(5,427)
9,559
1,122
10,681
5.3
5.2
5
5
5
5
7
7
9
8
8
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
* Represents eight months of trading following the acquisition of Metroglass Holdings Limited on 29 July 2014
(refer note 26 - also see box below).
These consolidated financial statements cover the financial reporting period from the incorporation of Metro Performance
Glass Limited on 30 May 2014 through to 31 March 2015. No material transactions occurred in the period between the
Company’s incorporation and the acquisition of Metroglass Holdings Limited on 29 July 2014. The trading results presented
therefore encompass the eight month period ended 31 March 2015.
23
Metro PerforMance Glass liMited stAtement of finAnCiAL Position
as at 31 March 2015
assets
current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial instruments
Current income tax asset
Other current assets
total current assets
non-current assets
Property, plant and equipment
Intangible assets
total non-current assets
total assets
liabilities
current liabilities
Trade and other payables
Derivative financial instruments
Provisions
total current liabilities
non-current liabilities
Deferred tax liabilities
Interest bearing liabilities
Lease incentive
total non-current liabilities
total liabilities
net assets
equity
Contributed equity
Retained earnings
Group reorganisation reserve
Share based payments reserve
Cash flow hedge reserve
total equity
Notes
consolidated
2015
$’000
10
11
12
13
14
16
18
19
15
20
21
22
22
22
7,609
24,603
11,431
1,068
37
1,840
46,588
43,496
128,145
171,641
218,229
16,770
715
909
18,394
1
55,000
2,155
57,156
75,550
142,679
302,746
9,559
(170,665)
785
254
142,679
The above statement of financial position should be read in conjunction with the accompanying notes.
Signed for and on behalf
of the Board of Directors
on 27 May 2015:
Sir John Goulter, KNZM, JP
Chairman
Nigel Rigby
Chief Executive Officer
ANNUAL REPORT 2015
24
Metro PerforMance Glass liMited stAtement of CHAnges in eqUity
for the period ended 31 March 2015
consolidated
2015
contributed
equity
reserves
retained
earnings
total
$’000
$’000
$’000
$’000
Opening balance as at 30 May 2014
Profit for the period
Other comprehensive income for the period
total comprehensive income for the period
-
-
-
-
Issue of share capital
- Initial public offering
Issue of share capital
- Acquisition of Metroglass
Holdings Limited
IPO expenses included
in contributed equity
Contributions to shares issued
to key management employees
Acquired upon group reorganisation
Transfer share based payments
reserve to equity
Movement in share based
payments reserve
21
21
21
21
26
22
22
244,236
62,300
(7,045)
2,750
-
505
-
-
-
1,122
1,122
-
-
-
-
(170,471)
(505)
228
total transactions with owners,
recognised directly in equity
302,746
(170,748)
-
9,559
-
9,559
-
-
-
-
-
-
-
-
-
9,559
1,122
10,681
244,236
62,300
(7,045)
2,750
(170,471)
-
228
131,998
Balance as at 31 March 2015
302,746
(169,626)
9,559
142,679
The above statement of changes in equity should be read in conjunction with the accompanying notes.
25
Metro PerforMance Glass liMited ANNUAL REPORT 2015
26
Metro PerforMance Glass liMited stAtement of CAsH fLoWs
for the period ended 31 March 2015
cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Income taxes paid
net cash inflow from operating activities
cash flows from investing activities
Payments for property, plant & equipment
Payments for intangible assets
Acquisition of Metroglass Holdings Limited (net of cash acquired)
net cash outflow from investing activities
cash flows from financing activities
Repayment of borrowings
Drawdown of borrowings
Ordinary shares issued
IPO expenses included in contributed equity
IPO expenses included in statement of comprehensive income
net cash inflow from financing activities
net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
consolidated
2015 *
$’000
112,712
(82,833)
50
(1,722)
(5,201)
23,006
(17,847)
(2,615)
(219,096)
(239,558)
(64,000)
55,000
244,236
(7,045)
(4,030)
224,161
7,609
-
26
21
21
26
cash and cash equivalents at end of the period
10
7,609
The above statement of cash flows should be read in conjunction with the accompanying notes.
* Represents eight months of trading following the acquisition of Metroglass Holdings Limited on 29 July 2014
(refer note 26).
27
Metro PerforMance Glass liMited stAtement of CAsH fLoWs (Cont’D)
for the period ended 31 March 2015
reconciliation of profit after income tax to net inflow from operating activities
Profit for the period
items not involving cash flows
Depreciation expense
Share based payments expense
Amortisation of intangible assets
Movement in deferred tax
Movement in doubtful debt provision
impact of changes in working capital items
Accounts receivable and prepayments
Inventory
Trade creditors & employee entitlements
Interest accruals
Onerous lease provision
Lease incentive provision
Goods & services tax (GST) payable
Income tax liability
items classified as investing or financing activities
Surplus on disposal of assets
IPO expenses included in statement of comprehensive income
net cash flow from operating activities
consolidated
2015
$’000
9,559
2,632
228
1,119
752
65
4,796
8,388
(3,298)
(281)
418
(2,450)
2,155
223
(526)
4,629
(8)
4,030
4,022
23,006
The above statement of cash flows should be read in conjunction with the accompanying notes.
ANNUAL REPORT 2015
28
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements
1. General inforMation
These financial statements are for Metro
Performance Glass Limited (‘the Company’)
and its subsidiaries (together, ‘the Group’).
The Group supplies processed flat glass products
primarily to the residential and commercial building
trade. The Company is a profit oriented entity
and has operations and sales in New Zealand.
The Company is a limited liability Company
incorporated and domiciled in New Zealand.
The address of its registered office is
5 Lady Fisher Place, East Tamaki, Auckland.
The incorporation date for Metro Performance
Glass Limited was 30 May 2014 and as part
of a group reorganisation was listed on the
New Zealand Securities Exchange (NZSX) on
29 July 2014 (see note 2 (b) and note 26).
These consolidated financial statements
cover the financial reporting period from the
incorporation of Metro Performance Glass
Limited on 30 May 2014 through to 31 March
2015. No material transactions occurred in the
period between the Company’s incorporation
and the acquisition of Metroglass Holdings
Limited on 29 July 2014. The trading results
presented therefore encompass the eight
month period ended 31 March 2015.
These consolidated financial statements
have been approved for issue by the Board of
Directors on 27 May 2015. These are the first
set of annual financial statements and therefore
no comparative information is presented.
2. suMMary of siGnificant accountinG
Policies
The principal accounting policies adopted
in the preparation of the annual financial
statements are set out below. These policies
have been consistently applied during
the period, unless otherwise stated.
(a) Basis of preparation of financial statements
The consolidated financial statements of the
Group have been prepared in accordance with
Generally Accepted Accounting Practice in New
Zealand (‘NZGAAP’). They comply with New Zealand
equivalents to International Financial Reporting
Standards (‘NZ IFRS’) and other applicable
Financial Reporting Standards, as applicable for
profit-oriented entities. The consolidated financial
statements also comply with International
Financial Reporting Standards (‘IFRS’).
Statutory base
Metro Performance Glass Limited is a limited
liability Company registered under the New
Zealand Companies Act 1993 and is an FMC
reporting entity under Part 7 of the Financial
Markets Conduct Act 2013. The financial
statements of the Group have been prepared in
accordance with the requirements of Part 7 of
the Financial Markets Conduct Act 2013 and the
NZX Main Board Listing Rules. In accordance with
the Financial Markets Conduct Act 2013, because
group financial statements are prepared
and presented for Metro Performance Glass
Limited and its subsidiaries, separate financial
statements for Metro Performance Glass
Limited are no longer prepared and presented.
Historical cost convention
The financial statements have been prepared
under the historical cost convention, as modified
by the revaluation of financial assets and financial
liabilities at fair value through profit or loss.
29
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
The preparation of financial statements in
conformity with NZ IFRS requires the use of
certain critical accounting estimates. It also
requires management to exercise its judgement
in the process of applying the Group’s accounting
policies. The areas involving a higher degree of
judgement or complexity, or areas whether the
assumptions and estimates are significant to
the financial statements are disclosed in note 4.
(b) Group reorganisation
Where an acquisition occurs through group
reorganisation, the identifiable assets and
liabilities acquired are measured at their
pre-combination carrying amounts without
fair value uplift. No new goodwill is recorded.
Any difference between the consideration
transferred and the carrying value of the assets
and liabilities acquired is recorded in equity.
for the acquisition of a subsidiary is the fair
values of the assets transferred, the liabilities
incurred and the equity interests issued by the
Group. Acquisition related costs are expensed
as incurred. Identifiable assets acquired and
liabilities and contingent liabilities assumed in
a business combination are measured initially
at their fair value at the acquisition date.
The excess of the consideration transferred,
the amount of any non-controlling interest
in the acquiree and the acquisition-date fair
value of any previous equity interest in the
acquiree over the fair value of the Group’s
share of the identifiable net assets acquired
is recorded as goodwill. If this is less than the
fair value of the net assets of the subsidiary
acquired in the case of a bargain purchase, the
difference is recognised in profit and loss.
(c) Principles of consolidation
The financial statements incorporate the
assets and liabilities of all subsidiaries
of Metro Performance Glass Limited
(‘the Company’ or ‘the parent entity’) as
at 31 March 2015 and the results of all
subsidiaries for the period then ended.
Subsidiaries are all entities over which the
Group has control. 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 over the entity.
Subsidiaries are fully consolidated from
the date on which control is transferred
to the Group. They are de-consolidated
from the date that control ceases.
The Group uses the acquisition method
of accounting to account for business
combinations. The consideration transferred
Intercompany transactions, balances and
unrealised gains on transactions between Group
companies are eliminated. Unrealised losses
are also eliminated unless the transaction
provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries
have been changed where necessary to ensure
consistency with the policies adopted by the Group.
When the Group ceases to have control, any
retained interest in the entity is re-measured
to its fair value at the date when control
was lost, with the change in carrying amount
recognised in profit or loss. The fair value is
the initial carrying amount for the purposes
of subsequently accounting for the retained
interest as an associate, joint venture or financial
asset. In addition, any amounts previously
recognised in other comprehensive income in
respect of that entity are accounted for as if
the Group had directly disposed of the related
assets or liabilities. This may mean that amounts
previously recognised in other comprehensive
income are reclassified to profit or loss.
ANNUAL REPORT 2015
30
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
(d) foreign currency translation
(1) Functional and presentation currency
Items included in the financial statements
of Group entities are measured using the
currency of the primary economic environment
in which the entity operates (‘the functional
currency’). The consolidated financial
statements are presented in New Zealand
dollars, which is Metro Performance Glass
Limited’s functional and presentation currency.
(2) Transactions and balances
Foreign currency transactions are translated
using the exchange rates prevailing at the
dates of the transactions. Foreign exchange
gains and losses resulting from the settlement
of such transactions and from the translation
at period end exchange rates of monetary
assets and liabilities denominated in foreign
currencies are recognised in profit and loss.
Monetary assets and liabilities arising from
transactions or overseas borrowings that remain
at balance date are translated at closing rates.
(e) revenue recognition
Revenue comprises the fair value of the
consideration received for the sale of goods
and services, net of value-added tax (including
Goods and Services Tax), rebates and
discounts and after eliminating sales within
the Group. Revenue is recognised as follows:
(1) Sales of goods
The Group operates a network of processing
and retail branches for the provision and
assembly of customised glass products across
New Zealand. Sales of goods are recognised
when a Group entity has delivered glass
products to the customer, the customer has
accepted the products and collectability of the
related receivables is reasonably assured.
Certain products are often sold with a warranty.
Accumulated experience is used to estimate and
provide for the warranty costs at the time of sale.
(2) Sales of services
The Group provides nationwide glazing services
throughout the Metro Performance Glass
branch network. For sales of glazing services,
revenue is recognised in the accounting
period in which the services are rendered,
by reference to stage of completion of the
specific transaction and assessed on the basis
of the actual service provided as a proportion
of the total services to be provided.
(f) current and deferred income tax
The tax expense for the period comprises current
and deferred tax. Tax is recognised in profit
and loss, except to the extent that it relates
to items recognised in other comprehensive
income or directly in equity. In this case, the
tax is also recognised in other comprehensive
income or directly in equity, respectively.
The current income tax charge is
calculated on the basis of the tax laws
enacted or substantively enacted at the
statement of financial position date.
31
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
Deferred income tax is provided in full, using the
liability method, on temporary differences arising
between the tax bases of assets and liabilities
and their carrying amounts in the financial
statements. However, deferred income tax is not
accounted for if it arises from initial recognition
of an asset or liability in a transaction other
than a business combination that at the time
of the transaction affects neither accounting
nor taxable profit or loss. Deferred income tax
is determined using tax rates (and laws) that
have been enacted or substantively enacted
by the statement of financial position date
and are expected to apply when the related
deferred income tax asset is realised or the
deferred income tax liability is settled.
Deferred income tax assets are recognised
to the extent that it is probable that future
taxable profit will be available against which
the temporary differences can be utilised.
Deferred income tax assets and liabilities are
offset when there is a legally enforceable right
to offset current tax assets against current
tax liabilities and when the deferred income
taxes assets and liabilities relate to income
taxes levied by the same taxation authority
on either the same taxable entity or different
taxable entities where there is an intention
to settle the balances on a net basis.
(g) Goods and services tax (Gst)
The statement of comprehensive income has
been prepared so that all components are
stated exclusively of GST. All items in the
statement of financial position are stated
net of GST, with the exception of receivables
and payables, which include GST invoiced.
(h) leases
Leases in which a significant portion of the
risks and rewards of ownership are retained
by the lessor are classified as operating
leases. Payments made under operating
leases (net of any incentives received from
the lessor) are expensed on a straight-
line basis over the period of the lease.
(i) impairment of non-financial assets
Intangible assets are reviewed for impairment
whenever events or changes in circumstances
indicate that the carrying amount may not
be recoverable. Intangible assets that have
an indefinite useful life are not subject to
amortisation and are tested annually for
impairment irrespective of whether any
circumstances identifying a possible impairment
have been identified. 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). Prior impairments of non-financial
assets (other than goodwill) are reviewed for
possible reversal at each reporting date.
( j) cash and cash equivalents
In the statement of cash flows, cash and
cash equivalents includes cash in hand,
deposits held at call with banks and other
short-term highly liquid investments with
original maturities of three months or less.
ANNUAL REPORT 2015
32
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
(k) trade receivables
Trade receivables are recognised initially at fair
value and subsequently measured at amortised
cost, less provision for doubtful debts
A provision for impairment of trade receivables
is established when there is objective evidence
that the Group will not be able to collect all
amounts due according to the original terms of
the receivables. Significant financial difficulties
of the debtor, probability that a debtor will
enter bankruptcy or financial reorganisation, and
default or delinquency in payments (more than 90
days overdue) are considered indicators that the
trade receivable is impaired. The carrying amount
of the asset is reduced through the use of an
allowance account, and the amount of the loss is
recognised in the statement of comprehensive
income within ‘Administration expenses’.
When a trade receivable is uncollectable, it is
written off against the allowance account for
trade receivables. Subsequent recoveries of
amounts previously written off are credited
against ‘Administration expenses’ in the
statement of comprehensive income.
(l) inventories
Raw materials and stores, work in progress and
finished goods
Raw materials and stores, work in progress and
finished goods are stated at the lower of cost
and net realisable value. Cost comprises direct
materials, direct labour and an appropriate
proportion of variable and fixed overhead
expenditure, the latter being allocated on the
basis of normal operating capacity. Costs
are assigned to individual items of inventory
on the basis of weighted average costs. Net
realisable value is the estimated selling
price in the ordinary course of business less
the estimated costs of completion and the
estimated costs necessary to make the sale.
(m) financial assets
(1) Classification
The Group classifies its financial assets in the
following categories: financial assets at fair
value through profit or loss and loans and
receivables. The classification depends on the
purpose for which the investments were acquired.
Management confirms the classification of
its investments at the initial recognition and
re-evaluates this designation at every reporting date.
(i) Financial assets at fair value through
profit and loss
This category has two sub categories:
financial assets held for trading, and those
designated at fair value through profit or loss
at inception. A financial asset is classified in
this category if acquired principally for the
purpose of selling in the short term or if so
designated by management. Derivatives are
also categorised as held for trading unless
they are designated as hedges. Assets in
this category are classified as current assets
if they are either held for trading or are
expected to be realised within 12 months of
the statement of financial position date.
(ii) Loans and receivables
Loans and receivables are non derivative
financial assets with fixed or determinable
payments that are not quoted in an active
market. They arise when the Group provides
money, goods or services directly to a debtor
with no intention of selling the receivable.
33
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
They are included in current assets, except for
those with maturities greater than 12 months
after the statement of financial position date
which are classified as non current assets.
The Group’s loans and receivables comprise
‘cash and cash equivalents’, ‘receivables’,
‘trade and other payables’ and ‘interest bearing
liabilities’ in the statement of financial position.
(2) Recognition and measurement
Regular purchases and sales of financial assets
are recognised on the trade-date - the date on
which the Group commits to purchase or sell
the asset. Loans and receivables are initially
recognised at fair value plus transaction costs
for all financial assets not carried at fair value
through profit or loss. Financial assets carried
at fair value through profit or loss are initially
recognised at fair value, and transaction costs
are expensed in the statement of comprehensive
income. Financial assets are derecognised
when the rights to receive cash flows from the
loans and receivables have expired or have been
transferred and the Group has transferred
substantially all risks and rewards of ownership.
Available-for-sale financial assets and financial
assets at fair value through profit or loss are
subsequently carried at fair value. Loans and
receivables are subsequently carried at amortised
cost using the effective interest method.
Gains or losses arising from changes in the fair
value of the ‘financial assets at fair value through
profit or loss’ category are presented in the
statement of comprehensive income within ‘other
(losses)/gains - net’ in the period in which they arise.
(3) Offsetting financial instruments
Financial assets and liabilities are offset and
the net amount reported in the statement
of financial position when there is a legally
enforceable right to offset the recognised
amounts and there is an intention to
settle on a net basis or realise the asset
and settle the liability simultaneously.
(n) derivative financial instruments,
including hedge accounting
The Group holds derivative financial instruments
to hedge its foreign currency and interest
rate risk exposures. The Group has designated
forward exchange contracts and interest
rate swaps as cash flow hedge instruments.
Derivatives are recognised initially at fair value;
attributable transaction costs are recognised
in profit or loss as incurred. Subsequent to
initial recognition, derivatives are measured
at fair value, and changes therein are
accounted for as described over the page.
(1) Cash flow hedges - forward exchange
contracts and interest rate swaps
Cash flow hedge instruments hedge the exposure
to variability in cash flows that (i) is attributable
to a particular risk associated with a recognised
asset or liability or a highly probable forecast
transaction and (ii) could affect profit or loss.
On initial designation of a derivative as a
cash flow hedging instrument, the Group
formally documents the relationship between
the hedging instrument and hedged item,
including the risk management objectives and
strategy in undertaking the hedge transaction.
Documentation includes the nature of the risk
being hedged, together with the methods that
will be used to assess the hedging instrument’s
effectiveness. The Group also documents its
assessment, both at the inception of the hedge
relationship as well as on an ongoing basis, of
whether the hedging instruments are expected
to be highly effective in offsetting the changes
in cash flows of the respective hedged items.
ANNUAL REPORT 2015
34
Metro PerforMance Glass liMited
notes to tHe finAnCiAL stAtements (Cont’D)
The effective portion of changes in the fair
value of derivatives that are designated and
qualify as cash flow hedges, is recognised in
other comprehensive income and presented in
the hedging reserve in equity. The gain or loss
relating to the ineffective portion is recognised
immediately in the profit or loss section of
the statement of comprehensive income.
When the hedged item is a non-financial asset,
the amount accumulated in equity is included
in the carrying amount of the asset when the
asset is recognised. In other cases the amount
accumulated in equity is reclassified to profit or
loss in the same period that the hedged item
affects profit or loss. If the hedging instrument
no longer meets the criteria for hedge accounting,
expires or is sold, terminated or exercised, or the
designation is revoked, then hedge accounting
is discontinued prospectively. If the forecast
transaction is no longer expected to occur, then
the balance in equity is reclassified in profit or loss.
(2) Other non-trading derivatives
When a derivative financial instrument is not
designated in a hedge relationship that qualifies
for hedge accounting, all changes in its fair value
are recognised immediately in profit or loss.
(o) Property, plant and equipment
All property, plant and equipment is stated at
historical cost less depreciation and impairment.
Historical cost includes expenditure that is
directly attributable to the acquisition of the
items. Cost may also include transfers from
equity of any gains/losses on qualifying cash
flow hedges of foreign currency purchases
of property, plant and equipment.
Subsequent costs are included in the asset’s
carrying amount or recognised as a separate
asset, as appropriate, only when it is probable
that future economic benefits associated with
the item will flow to the Group and the cost of
the item can be measured reliably. All other
repairs and maintenance are expensed to the
statement of comprehensive income during the
financial period in which they are incurred.
Land is not depreciated. Depreciation of
property, plant and equipment is calculated
using the straight line value method to
allocate the cost of the assets over their
useful lives. The rates are as follows:
category
depreciation rate depreciation basis
Leasehold
improvements
7.5-15%
Plant & equipment
7.5-15%
Motor vehicles
12-20%
Furniture, fixtures
and fittings
20-25%
SL
SL
SL
SL
The assets’ residual values and useful lives
are reviewed, and adjusted if appropriate, at
each statement of financial position date.
Capital work in progress is not
depreciated until commissioned.
An asset’s carrying amount is written down
immediately to its recoverable amount if
the asset’s carrying amount is greater
than its estimated recoverable amount.
Gains and losses on disposals are determined by
comparing proceeds with the carrying amount and
are recognised within ‘Administration expenses’ in
the statement of comprehensive income.
35
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
(p) intangible assets
(1) Goodwill
Goodwill represents the excess of the
consideration transferred of an acquisition over
the fair value of the Group’s share of the net
identifiable assets of the acquired subsidiary at
the date of acquisition. Goodwill on acquisitions
of subsidiaries is included in intangible assets.
Goodwill acquired in business combinations is
not amortised. Instead, goodwill is tested for
impairment annually, or more frequently if events
or changes in circumstances indicate that it
might be impaired, and is carried at cost less
accumulated impairment losses. Gains and losses
on the disposal of an entity include the carrying
amount of goodwill relating to the entity sold.
Goodwill impairment reviews are undertaken
annually or more frequently if events or changes
in circumstances indicate a potential impairment.
The carrying value of goodwill is compared to the
recoverable amount, which is the higher of value
in use and the fair value less costs of disposal.
Any impairment is recognised immediately as
an expense and is not subsequently reversed.
For the purposes of impairment testing,
goodwill acquired in a business combination is
allocated to each of the cash generating units
that is expected to benefit from the synergies
of the combination. Each unit to which the
goodwill is allocated represents the lowest
level within the entity at which the goodwill is
monitored for internal management purposes.
(2) Computer software
Acquired computer software licences are
capitalised on the basis of the costs incurred
to acquire and bring to use the specific
software. These costs are amortised over their
estimated useful lives (three to five years).
Computer software development costs
recognised as assets are amortised over their
estimated useful lives (not exceeding five years).
Costs associated with maintaining computer
software programmes are recognised as an
expense as incurred. Costs that are directly
associated with the production of identifiable
and unique software products controlled by
the Group, and that will probably generate
economic benefits exceeding costs beyond
one year, are recognised as intangible assets
when the following criteria are met:
+ it is technically feasible to complete the
software product so that it will be available
for use;
+ management intends to complete the
software product and use or sell it;
+ there is an ability to use or sell the software
product;
+ it can be demonstrated how the software
product will generate probable future
economic benefits;
+ adequate technical, financial and other
resources to complete the development
and to use or sell the software product are
available; and
+ the expenditure attributable to the
software product during its development
can be reliably measured.
ANNUAL REPORT 2015
36
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
Directly attributable costs that are capitalised
as part of the software product include the
software development employee costs and an
appropriate portion of relevant overheads.
Other development expenditures that do not
meet the requisite criteria are recognised as
an expense as incurred. Development costs
previously recognised as an expense are not
recognised as an asset in a subsequent period.
Amortisation of computer software is
calculated using the straight line value method
so as to expense the cost of the assets over
their useful lives. The rate is as follows:
category
depreciation rate depreciation basis
Computer
software
25%
SL
(3) Contractual customer relationships
Contractual customer relationships acquired in
a business combination are recognised at fair
value at the acquisition date. The contractual
customer relations have a finite useful life
and are carried at cost less accumulated
amortisation. Amortisation is calculated using
the straight-line method over the expected life,
being 10 years, of the customer relationship.
(q) trade and other payables
These amounts represent liabilities for goods
and services provided to the Group prior to the
end of financial period which are unpaid. Trade
payables are recognised initially at fair value and
subsequently measured at amortised cost.
(r) Borrowings
Borrowings are initially recognised at fair value,
net of transaction costs incurred. Borrowings
are subsequently measured at amortised
cost. Any difference between the proceeds
(net of transaction costs) and the redemption
amount is expensed in the statement of
comprehensive income over the period of the
borrowings using the effective interest method.
Borrowings are classified as current
liabilities unless the Group has an
unconditional right to defer settlement of
the liability for at least 12 months after
the statement of financial position date.
Borrowing costs incurred for the construction
of any qualifying assets are capitalised during
the period of time that is required to complete
and prepare the asset for its intended use. A
qualifying asset is defined as an asset that takes
longer than 12 months and is over $100,000 to
construct. Other borrowing costs are expensed.
(s) Provisions
Provisions are recognised when: the Group has
a present legal or constructive obligation as a
result of past events; it is more likely than not
that an outflow of resources will be required
to settle the obligation; and the amount has
been reliably estimated. Provisions are not
recognised for future operating losses.
37
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
(v) dividends
Provision is made for the amount of any dividend
declared on or before the end of the financial
year but not distributed at balance date.
Dividend distribution to the Group shareholders
is recognised as a liability in the Group’s financial
statements in the period in which the dividends
are approved by the Company’s shareholders.
(w) long term incentive plan
The long term incentive plan is an equity settled
share based payment which provides eligible
employees with the opportunity to acquire shares
in the Group. The fair value of shares granted is
recognised as an employee benefit expense with
a corresponding increase in equity. The fair value
is measured at grant date and recognised over
the vesting period. The fair value of the plan has
been assessed by an independent valuer. Interest
free loans are provided to plan participants to
finance the share purchases. The fair value of
the interest free component of the loan has
also been assessed by the independent valuer,
together with other associated terms of the loan.
Where there are a number of similar obligations,
the likelihood that an outflow will be required
in settlement is determined by considering the
class of obligations as a whole. A provision is
recognised even if the likelihood of an outflow
with respect to any one item included in the
same class of obligations may be small.
(t) employee benefits
(1) Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, including non
monetary benefits, annual leave and accumulated
sick leave are recognised in ‘Trade and other
payables’ in respect of employees’ services up
to the reporting date and are measured at the
amounts expected to be paid when the liabilities
are settled. Liabilities for non accumulating sick
leave are recognised when the leave is taken
and measured at the rates paid or payable.
(2) Bonus plans
The Group recognises a liability and an
expense for bonuses on a formula that takes
into consideration the profit attributable
to the Group’s shareholders. The Group
recognises a provision where contractually
obliged or where there is a past practice
that has created a constructive obligation.
(u) share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the
issue of new shares or acquiring its own shares
are shown in equity as a deduction, net of tax,
from the proceeds.
ANNUAL REPORT 2015
38
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
(x) changes in accounting policy and disclosures
New and amended standards adopted by the Group
No new standards and amendments relevant to
the Group have been adopted during the period.
New standards and interpretations not yet adopted
NZ IFRS 9, ‘Financial instruments’, addresses the
classification, measurement and recognition of
financial assets and financial liabilities. NZ IFRS 9
was issued in November 2009, December 2010 and
December 2013. It replaces the parts of NZ IAS 39
that relate to the classification and measurement
of financial instruments and hedge accounting.
NZ IFRS 9 requires that financial assets to be
classified into two measurement categories:
those measured at fair value and those measured
at amortised cost. The determination is made
at initial recognition. The classification depends
on the entity’s business model for managing
its financial instruments and the contractual
characteristics of the instrument. For financial
liabilities, the standard retains most of the NZ
IAS 39 requirements. The main change is that,
in cases where the fair value option is taken for
financial liabilities, the part of a fair value change
due to an entity’s own credit risk is recorded
in other comprehensive income rather than
the income statement, unless this creates an
accounting mismatch. The new hedge accounting
model more closely aligns hedge accounting
with risk management activities undertaken
by companies when hedging their financial and
non-financial risks. NZ IFRS 9 is not expected to
have any significant impact on the Group. The
Group will apply this standard from 1 April 2018.
NZ IFRS 15, Revenue from contracts with
customers, effective for annual periods beginning
on or after 1 January 2017, addresses recognition
of revenue from contracts with customers.
It replaces the current revenue recognition
guidance in NZ IAS 18 Revenue and NZ IAS
11 Construction contracts and is applicable
to all entities with revenue. It sets out a five
step model for revenue recognition to depict
the transfer of promised goods or services
to customers in an amount that reflects the
consideration to which the entity expects to
be entitled in exchange for those goods or
services. The standard is yet to be finalised,
and consequently the Group has not assessed
NZ IFRS 15’s full impact. The Group will apply
this standard from 1 April 2017 or, providing
the proposed amendment to NZ IFRS 15’s
effective date is approved, 1 April 2018.
3. financial risk ManaGeMent
The Group’s activities expose it to a variety of
financial risks: market risk (including currency risk,
fair value interest rate risk, cash flow interest rate
risk and price risk), credit risk and liquidity risk. The
Group’s overall financial risk management is carried
out by a central finance function (the head office
finance team) under policies approved by the board
of Directors. The head office finance team focuses
on the unpredictability of financial markets and
identifies, evaluates and seeks to hedge financial
risks in close co-operation with the Group’s
operating units to minimise potential adverse
effects on the financial performance of the Group.
The Board approves policies covering foreign
exchange risk, interest rate risk and credit risk.
The Group uses derivative financial instruments
such as foreign exchange contracts and interest
rate swaps to hedge certain risk exposures.
The Group uses different methods to measure
different types of risk to which it is exposed.
These methods include sensitivity analysis in the
case of interest rate, foreign exchange and other
price risks and ageing analysis for credit risk.
39
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
(a) Market risk
(1) Foreign exchange risk
Foreign exchange risk arises when future commercial
transactions and purchases of recognised assets
are denominated in a currency that is not NZD
(functional currency). Approximately 95% of annual
flat sheet glass raw materials are purchased in
foreign currencies, being USD, Euro and AUD.
In accordance with the Company Treasury policy,
foreign exchange risk is managed prospectively out
over a period of 12 months with allowable limits of
coverage up to 100% over the 12 month term. Where
deemed acceptable by the Directors, coverage
can be extended out over a period of 15 months.
exPosure to foreiGn excHanGe risk
31 March 2015
consolidated
aud
usd
eur
Cash and cash equivalents
Trade receivables
Trade accounts payable
total exposure
NZ$’000
NZ$’000
NZ$’000
27
36
(56)
7
1
-
(681)
(680)
-
-
(181)
(181)
The tables below detail the forward foreign currency
contracts acquired upon group reorganisation
and also those held at the end of the reporting
period. The cash flow hedges are expected to
impact profit or loss in the same period that
the cash flows are expected to occur.
29 July 2014
acquired uPon GrouP reorGanisation
Buy usd
3 months
3-6 months
6-12 months
Buy eur
3 months
3-6 months
6-12 months
consolidated
average
exchange
rate
foreign
currency
notional
value
fair value
(assets) /
liabilities
FC’000
$’000
$’000
0.7975
0.8072
0.8308
5,100
5,100
10,200
6,395
6,318
12,277
(361)
(229)
56
0.5773
1,308
2,266
-
-
-
0.5780
3,955
6,842
(197)
-
(473)
(1,204)
ANNUAL REPORT 2015
40
Metro PerforMance Glass liMited
notes to tHe finAnCiAL stAtements (Cont’D)
31 March 2015
Buy usd
3 months
3-6 months
6-12 months
Buy eur
3 months
3-6 months
6-12 months
consolidated
average
exchange
rate
foreign
currency
notional
value
fair value
(assets) /
liabilities
FC’000
$’000
$’000
0.8364
0.7990
0.7452
5,100
5,100
8,500
6,098
6,383
11,407
743
514
213
0.5974
1,828
3,060
(402)
-
-
-
-
-
-
-
-
1,068
Cash flow hedge reserve movement shown in the statement of comprehensive income reflects the tax
affected change in fair value of forward foreign exchange currency contracts during the reporting period.
sensitivity analysis
The following table details the Group’s sensitivity
to a 10% strengthening/weakening of the New
Zealand dollar against the following currencies
at the reporting date. The table shows the
(decrease)/increase in profit or loss and equity
as a result of the 10% movements. The analysis
assumes that all other variables, in particular
interest rates, remain constant. The same basis
has been applied for all periods presented.
41
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
Profit or loss
10% strengthening of the nZ$ against:
AUD
USD
EUR
10% weakening of the nZ$ against:
AUD
USD
EUR
equity
10% strengthening of the nZ$ against:
USD
EUR
10% weakening of the nZ$ against:
USD
EUR
consolidated
2015
$’000
(1)
62
17
1
(76)
(20)
consolidated
2015
$’000
(2,305)
(242)
2,817
295
Profit or loss movements are mainly attributable to the exposure outstanding on USD trade
payables at the end of the reporting period. Equity movements are the result of changes in fair
value of derivative instruments designated as hedging instruments in cash flow hedges.
ANNUAL REPORT 2015
42
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
(2) Commodity price risk
The primary raw material used by the
Group is flat glass which is imported from
suppliers around the world. While there
are numerous manufacturers of flat sheet
glass, the Group is exposed to commodity
price risk and therefore manages access
to supply through close relationships with
suppliers. Price is an important variable in
the determination of supply, and the Group is
clearly exposed to changes in glass prices.
During the period, if the price of float
glass had strengthened/weakened by 5%
with all other variables held constant, post
tax profit for the year and equity would
have been $849,000 lower/higher.
(3) Interest rate risk
As the Group has no significant interest
bearing assets, the Group’s income and
operating cash flows are substantially
independent of changes in market interest
rates on interest bearing financial assets.
Cash flow risk
The Group’s interest rate risk arises from
borrowings. Borrowings issued at variable
rates expose the Group to cash flow
interest rate risk. During the period the
Group’s borrowings at variable rates were
denominated in New Zealand dollars.
The Group adopts a policy of ensuring that
its exposure to changes in interest rates
on borrowings is on a fixed-rate basis by
entering into interest rate swaps.
As at 31 March 2015, 45% of the Group’s
borrowings were covered by an interest rate
swap. Due to the relatively stable interest rate
environment in New Zealand a sensitivity of
a movement of 0.5% in the interest rate has
been performed. If interest rates had been
0.5% higher/lower, with all other variables held
constant, equity would have been $290,989
lower/higher from the change in fair value of
the interest rate swap and post tax profit would
be $87,000 lower/higher through increased
interest expense on floating rate borrowings.
(4) Credit risk
Credit risk is managed at Group level, except
for credit risk relating to accounts receivable
balances. Each local branch is responsible for
managing and analysing the credit risk of their
clients. Credit risk arising from new clients is
also managed at local branch level where credit
history is reviewed and vetted before standard
payment and delivery terms and conditions are
offered. Credit risk arises from cash and cash
equivalents, derivative financial instruments and
deposits with banks and financial institutions,
as well as credit exposures to wholesale
and retail customers, including outstanding
receivables and committed transactions.
43
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
(5) Liquidity risk
Prudent liquidity risk management implies
maintaining sufficient cash and marketable
securities, the availability of funding through an
adequate amount of committed credit facilities
and the ability to close-out market positions.
In addition to cash reserves, the Group has
negotiated a multi-option credit facility with its
banking partners. As at 31 March 2015 the Group
had cash of $7.6 million. Information in respect
of negotiated credit facilities is shown below.
Committed credit facilities pursuant to the multi-option facility
Drawdown at balance date
available credit facilities
Multi-option facility
as at 31 March 2015
$’000
75,000
(59,841)
15,159
The table below analyses both of the Group’s
non-derivative financial liabilities and derivative
financial liabilities into relevant maturity
groupings based on the remaining period at the
balance sheet date to the contractual maturity
date. Derivative financial liabilities are included
in the analysis if their contractual maturities are
essential for an understanding of cash flows.
31 March 2015
less
than
1 year
Between 1
and
2 years
Between 2
and
5 years
>5 years
total
$’000
$’000
$’000
$’000
$’000
consolidated
Bank borrowings under multi-option
facility agreement
Interest rate swap
Trade payables
total
3,002
2,771
55,924
223
10,907
14,132
215
-
277
-
2,986
56,201
-
-
-
-
61,697
715
10,907
73,319
ANNUAL REPORT 2015
44
Metro PerforMance Glass liMited
notes to tHe finAnCiAL stAtements (Cont’D)
(b) capital risk management
The Group and the parent entity’s objectives
when managing capital are to safeguard
their ability to continue as a going concern,
so that they can continue to provide returns
for shareholders and benefits for other
stakeholders and to maintain an optimal capital
structure to reduce the cost of capital.
In order to maintain or adjust the capital
structure, the Group may adjust the
amount of dividends paid to shareholders,
return capital to shareholders, issue new
shares or sell assets to reduce debt.
The Group monitors capital on the basis
of the gearing ratio. The Group gearing
ratio at 31 March 2015 was as follows
Bank borrowings
Less: cash and cash equivalents
net debt
equity
Gearing ratio
31 March 2015
$’000
55,000
7,609
47,391
142,679
24.9%
(c) fair value estimation
The fair value of financial assets and financial
liabilities must be estimated for recognition
and measurement or for disclosure purposes.
The fair value of financial instruments traded
in active markets (such as publicly traded
derivatives) is based on quoted market prices
at the statement of financial position date.
The quoted market price used for financial
assets held by the Group is the current bid
price; the appropriate quoted market price for
financial liabilities is the current ask price.
The fair value of financial instruments that are
not traded in an active market (for example,
over the counter derivatives) is determined
using valuation techniques. The fair value
of the interest rate swaps is the estimated
amount that the Group would receive or pay
to terminate the swaps at the reporting date,
taking into account current interest rates
and the current creditworthiness of the swap
counterparties. The fair value of forward
exchange contracts and interest rate swaps is
determined using applicable forward exchange
market rates and market interest rates at
the statement of financial position date.
The fair value of intangible assets acquired as
part of a business combination is established
by using valuation techniques. These include
the use of recent arm’s length transactions,
reference to other assets that are substantially
the same and discounted cash flow.
The fair value of financial liabilities for
disclosure purposes is the carrying value.
45
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
Financial instruments that are measured at
fair value in the statement for financial position
are classified by level of the following fair
value measurement hierarchy: Quoted prices
(unadjusted) in active markets (level 1); Inputs
other than quoted prices that are observable
for the asset or liability, either directly (that is,
prices) or indirectly (that is, derived from prices)
(level 2); Inputs for the asset or liability that
are based on unobservable inputs (level 3).
At 31 March 2015 all financial instruments
measured at fair value (interest rate swaps
and forward exchange contracts) were valued
using valuation techniques where all significant
inputs were based on observable market data.
Accordingly they are categorised as level 2.
Specific valuation techniques used to value the
Group’s financial instruments are as follows:
+ The fair value of forward foreign exchange
contracts is determined using forward
exchange rates at the balance sheet date,
with the resulting value discounted back to
present value.
+ The fair value of interest rate swap
contracts is determined using forward
interest rates at the balance sheet date,
with the resulting value discounted back to
present value.
These fair values are based on valuations provided
by the ANZ Banking Group as at 31 March 2015.
(d) financial instruments by category
31 March 2015
assets as per statement of financial position
Cash and cash equivalents
Derivatives - foreign exchange contracts
Receivables
consolidated
loans and
receivables
$’000
derivatives used
for hedging
$’000
total
$’000
7,609
-
24,603
32,212
-
1,068
-
1,068
7,609
1,068
24,603
33,280
31 March 2015
consolidated
liabilities at
amortised cost
derivatives used
for hedging
$’000
$’000
total
$’000
liabilities as per statement of financial position
Trade and other payables excluding non-financial liabilities
11,138
Derivatives - interest rate swaps
Interest bearing liabilities
-
55,000
66,138
-
715
-
715
11,138
715
55,000
66,853
ANNUAL REPORT 2015
46
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
4. critical accountinG estiMates and
judGeMents
Estimates and judgements are continually
evaluated and are based on historical experience
and other factors, including expectations
of future events that are believed to be
reasonable under the circumstances.
The Group makes estimates and assumptions
concerning the future. The resulting accounting
estimates will, by definition, seldom equal the
related actual results. The estimates and
assumptions that have a significant risk of
causing a material adjustment to the carrying
amounts of assets and liabilities within the
next financial year are discussed below.
(i) Allowance for doubtful debts
Receivables are reduced by an allowance for
amounts that may become uncollectable in
the future. Collections and payments from
our customers are continuously monitored
and a provision for estimated credit losses
is maintained based upon our historical
experience and any specific customer
collection issues that we have identified.
The ability to make reasonable and reliable
estimates of allowances for doubtful accounts
based on significant historical experience
has been demonstrated. Refer Note 11.
(ii) Economic lives of intangible assets and
property, plant and equipment
Customer relationship intangible assets
and property, plant and equipment are
long-lived assets that are amortised /
depreciated over their useful lives. Useful
lives are based on management’s estimates
of the period over which the assets will
generate revenue. Refer Notes 14 and 16.
(iii) Goodwill
The Group tests not less than annually whether
goodwill has suffered any impairment in
accordance with note 2(n). The recoverable
amounts of cash-generating units have
been determined based on value-in-use
calculations. These calculations require
the use of estimates. Refer Note 16.
(iv) Provision for onerous leases
Onerous lease provisions have been calculated
on the assumption that the Group will be
required to compensate leaseholders in
exchange for the early termination of key
leases in Auckland. Management has assessed
comparable market rates for commercial
leases in forming its view. Refer Note 19(b).
47
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
5. oPeratinG exPenditure
consolidated
Raw material and consumables used
Employee benefit expense
Subcontractor cost
Depreciation and amortisation
Transportation and logistics
Operating lease payments
Advertising
IPO expenses
Other expenses
total cost of sales, distribution and glazing related expenses,
selling and marketing expenses, and administration expenses
audit, tax advice and other financial accounting services
within operating expenditure
audit and review of financial statements
Audit and review of financial statements - PwC
other services performed by Pwc
Tax compliance and advice
IPO investment statement and prospectus assurance services*
2015
$’000
29,003
36,225
4,013
3,751
4,821
3,955
618
4,030
11,506
97,922
consolidated
2015
$’000
215
32
793
1,040
* The Group’s auditors PricewaterhouseCoopers, received fees of $793,000 in relation to the Investment
Statement and Prospectus issued by the Company dated 7 July 2014 (as amended 15 July 2014).
ANNUAL REPORT 2015
48
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
6 seGMent inforMation
Operating segments of the Group as at
31 March 2015 have been determined based
on separate financial information that is
regularly reviewed by the Board and also the
Senior Leadership Team which is the Group’s
Chief Operating Decision Maker. The Group’s
operating segments are Upper North Island,
Lower North Island and South Island. All operating
segments are involved in the distribution and
glazing of customised flat glass products.
NZ IFRS 8 Operating Segments permits the
aggregation of operating segments into
reportable segments. This has been adopted as
the operating segments have similar economic
characteristics, are also similar in the nature of
products and services supplied and the method in
which they are produced. Additionally, sales and
marketing methods are substantially similar and
the customer distribution channels are also similar.
Therefore, the Group has one reportable segment.
Substantially all of the Group’s revenue is
derived from the sale of glass products. All
revenue from external customers is attributed
to sales in New Zealand. All non current assets
(excluding financial instruments and deferred
tax assets) are located in New Zealand.
7. finance incoMe and costs
Interest expense
Interest income
8. earninGs Per sHare
Basic
Basic earnings per share is calculated by dividing the
profit after tax of the Group by the weighted average
number of ordinary shares outstanding during the period.
Profit after tax ($’000)
Weighted average number of ordinary shares outstanding (‘000s)
Basic earnings per share (cents per share)
consolidated
2015
$’000
2,118
(28)
2,090
consolidated
2015
9,559
180,315
5.3
49
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
diluted
Diluted Earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to
assume conversion of all dilutive potential ordinary shares.
Weighted average number of ordinary shares outstanding (‘000s)
Adjusted for share options (‘000s)
Weighted average number of ordinary shares for diluted earnings per share (‘000s)
diluted earnings per share (cents per share)
Notes
15
9. incoMe taxation
Profit before income taxation
Income taxation expense at the rate of 28%
Tax effect of non-deductible items
represented by:
Current taxation
Deferred taxation
10. casH and casH equivalents
Cash on hand
Cash at bank
Short term deposits
consolidated
2015
180,315
4,715
185,030
5.2
consolidated
2015
$’000
14,986
4,196
1,231
5,427
4,675
752
5,427
consolidated
2015
$’000
1
5,859
1,749
7,609
ANNUAL REPORT 2015
50
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
11. trade and otHer receivaBles
Trade receivables
Provision for doubtful trade receivables
consolidated
2015
$’000
26,897
(2,294)
24,603
(a) Bad and doubtful trade receivables
The Group extends credit to its customers
based on an assessment of credit worthiness.
Terms differ by customer and may extend
to 60 days past invoice date. A portion of
the Group’s receivables are also subject to
contractual retentions which can last up to
and exceed 12 months. At balance date, a
portion of trade receivables are past due
as defined by the applicable credit terms.
the ageing profile of debtors follows:
Current
30 - 59 days
60 - 89 days
90 days and later
consolidated
2015
$’000
16,484
4,168
1,392
4,853
26,897
The ageing profile above does not necessarily
reflect whether an amount is past due and
impaired as customer credit terms vary and
a significant amount of the aged receivable
is subject to contractual retentions.
Movements in the provision for
impairment of receivables are as follows:
Opening balance
Acquisition of subsidiary
Provision for impairment recognised during the year
Receivables written off during the year as uncollectable
Balance at end of year
consolidated
2015
$’000
-
2,229
639
(574)
2,294
51
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
The creation and release of the provision for
impaired receivables has been included in
‘administration expenses’ in the Statement of
Comprehensive Income. Amounts are generally
written off when there is no expectation of
recovering additional cash or other consideration.
The other classes within trade and other
receivables do not contain impaired assets and
are not past due. Based on the credit history
of these other classes, it is expected that
these amounts will be received when due.
the ageing profile of debtors ‘past due
but not impaired’ is as follows:
Current
30 - 59 days
60 - 89 days
90 days and later
12. inventories
Raw materials, primarily flat glass stock-sheets
Work in progress
consolidated
2015
$’000
-
-
1,392
2,559
3,951
consolidated
2015
$’000
10,011
1,420
11,431
The cost of inventories recognised as an expense and included in ‘cost of sales’ amounted to $29m.
13. otHer current assets
Prepayments
Spare parts
Other assets
consolidated
2015
$’000
606
1,156
78
1,840
ANNUAL REPORT 2015
52
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
14. ProPerty, Plant and equiPMent
consolidated
opening balance
Cost
Accumulated depreciation
net book value as at 30 May 2014
opening net book value
Acquired upon group reorganisation
Additions
Disposals
Depreciation expense
closing net book value
represented by:
Cost
Accumulated depreciation
net book value as at 31 March 2015
Plant &
equipment
furniture,
fittings &
equipment
Motor
vehicles
total
$’000
$’000
$’000
$’000
-
-
-
-
21,939
16,472
-
(1,880)
36,531
38,411
(1,880)
36,531
-
-
-
-
877
799
-
(189)
1,487
1,676
(189)
1,487
-
-
-
-
5,457
584
-
(563)
5,478
6,041
(563)
5,478
-
-
-
-
28,273
17,855
-
(2,632)
43,496
46,128
(2,632)
43,496
53
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
15. deferred taxation
consolidated deferred tax assets and liabilities
are attributable to the following:
Property, plant & equipment
Inventory and receivables
Cash flow hedge
Intangibles
Provisions and accruals
Movement in temporary
differences during the year:
Property, plant & equipment
Inventory and receivables
Cash flow hedge
Intangibles
Provisions and accruals
consolidated
2015
assets
$’000
154
1,060
-
-
1,705
2,919
liabilities
net
$’000
$’000
-
-
(99)
(2,821)
-
154
1,060
(99)
(2,821)
1,705
(2,920)
(1)
consolidated
opening
balance
arising on
acquisition
recognised
in profit or
loss
(note 9)
recognised
in oci
Balance
31 Mar
2015
$’000
$’000
$’000
$’000
$’000
-
-
-
-
-
-
832
1,123
337
(3,041)
1,936
1,187
(678)
(63)
-
220
(231)
(752)
-
-
(436)
-
-
(436)
154
1,060
(99)
(2,821)
1,705
(1)
ANNUAL REPORT 2015
54
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
16.intanGiBle assets
customer
relationships
Goodwill on
acquisitions
Notes
$’000
$’000
computer
software
total
$’000
$’000
Opening net book value
-
Acquisition of subsidiary
26
10,875
Additions
Amortisation expense
closing net book value
-
(967)
9,908
-
115,489
-
-
115,489
-
285
2,615
(152)
2,748
-
126,649
2,615
(1,119)
128,145
impairment tests for goodwill
On acquisition the goodwill (refer note 26) was
allocated to three cash generating units being
upper North Island, lower North Island and the
South Island. Goodwill is allocated as follows:
Upper North Island
Lower North Island
South Island
31 March 2015
$’000
49,429
23,445
42,615
115,489
The recoverable amount of goodwill has
been determined based on a value-in-use
calculation. This calculation uses pre-tax
cash flow projections based on financial
budgets approved by management covering
a five-year period. Cash flows beyond the
five-year period are extrapolated using the
estimated long term growth rates. Key
assumptions used based on management’s
knowledge of the market are as follows:
Compound annual volume growth - 5 years
Long term growth rate
Discount rate
31 March 2015
10.0%
2.5%
10.0%
Sensitivity analysis performed by management indicate no impairment through reasonable changes to the
above assumptions.
55
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
17. investMents in suBsidiaries
name of entity
Place of principal
business / country
of incorporation
Principle activities
equity holding
Metroglass Holdings Ltd
Metroglass Finance Ltd
Metropolitan Glass & Glazing Limited
IGM Software Limited
Canterbury Glass & Glazing Limited
Christchurch Glass & Glazing Limited
Taranaki Glass & Glazing Limited
Hawkes Bay Glass & Glazing Limited
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
Holding Company
Finance Company
Glass manufacturing
Software development
Non-trading
Non-trading
Non-trading
Non-trading
18. trade and otHer PayaBles
Trade accounts payable
Employee entitlements
Goods and services tax payable
Other interest accruals
Management incentive accrual
19. Provisions
Warranty provision
Onerous lease provision
current provisions
2015
2014
%
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
consolidated
2015
$’000
10,907
3,940
718
231
974
16,770
consolidated
2015
$’000
405
504
909
ANNUAL REPORT 2015
56
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
(a) service warranties
(b) onerous lease provision
Provision is made for the estimated warranty
claims in respect of products sold which are
still under warranty at balance date. These
claims are expected to be settled in the next
financial year but this may be extended into
the following year if claims are made late in the
warranty period and are subject to confirmation
by suppliers that component parts are defective.
Management estimates the provision based
on historical warranty claim information and
any recent trends that may suggest future
claims could differ from historical amounts.
Provision is made for the estimated costs
associated with vacating leases prior to their
termination dates. Management estimates the
provision based on reviewing the market rates
for commercial leases in the relevant areas and
assessing the expected discounts landlords would
need to offer to replace tenancies expediently.
(c) Movements in provisions
Movements in provisions during the
financial period are set out below:
Opening balance
Acquisition of subsidiary
Additional provisions
Charged / (credited) to the statement
of comprehensive income
Used during period
closing net book value
20. interest BearinG liaBilities
Bank borrowings
Warranty
provision
onerous lease
provision
total
Notes
$’000
$’000
$’000
26
-
405
-
-
-
405
-
2,954
-
(100)
(2,350)
504
-
3,359
-
(100)
(2,350)
909
consolidated
2015
$’000
55,000
55,000
Bank borrowings are secured by the property,
plant and equipment of the Group. The Group’s
bank borrowing facilities comprise a $60m
term loan facility and a $15m cash drawdown
facility, both of which are due for repayment
on 29 July 2017 and bear a variable interest
rate which is currently 4.60% per annum.
57
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
(a) assets pledged as security
(b) fair value
The bank loans are secured under both a
General Security Deed and Specific Security
Deed which results in registered charges
over assets of the Group and positive
and negative pledge undertakings.
The carrying value of the Group’s bank
borrowings also represents the fair value
of the borrowings due to management’s
assessment that the interest rates approximate
the market interest rate for a commercial
loan of a comparable lending period.
21. contriButed equity
Opening balance
Issue of share capital - Initial public offering
Issue of share capital - Acquisition of Metroglass Holdings Limited
IPO expenses included in contributed equity
Contributions to shares issued to key management employees
Balance upon group reorganisation
Share based payments reserve transferred to equity
closing balance
consolidated
2015
$’000
-
244,236
62,300
(7,045)
2,750
302,241
505
302,746
On 29 July 2014, Metro Performance
Glass Limited received gross proceeds of
$244.2 million from the allotment of 143,668,486
ordinary shares at an issue price of $1.70 per
share, offered under the Investment Statement
and Prospectus dated 7 July 2014 (amended
15 July 2014) for the Initial Public Offering
(IPO) of ordinary shares in Metro Performance
Glass Limited. Additionally 36,646,730 ordinary
shares were issued in exchange for 113,811,147
shares in Metroglass Holdings Limited at an
issue price of $1.70 per share. As part of the
then long term incentive plan 4,714,784 ordinary
shares were issued with no value in contributed
equity until they vest on 29 July 2015.
At balance date, there were 185,030,000
ordinary shares outstanding.
Additional movements to contributed equity
include a decrease of $7.0 million from IPO
expenses and an increase of $3.3 million
from contributions to shares issued to
key management employees of cash and
share based payments reserves. Refer
note 26 for IPO expenses included in the
statement of comprehensive income.
ANNUAL REPORT 2015
58
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
22. reserves
Group reorganisation reserve
Balance at beginning of period
Acquisition of subsidiary
closing balance
consolidated
2015
$’000
-
(170,665)
(170,665)
Upon acquisition of Metroglass Holdings
Limited, the assets and liabilities acquired
were measured at their pre-combination
carrying amounts without fair value uplift.
The difference between the consideration
transferred and the carrying value of the assets
and liabilities acquired was recorded in the
group reorganisation reserve (refer note 26).
share based payments reserve
Balance at beginning of period
Acquisition of subsidiary
Transfer to equity on group reorganisation
Movement in share based payments reserve
closing balance
consolidated
2015
$’000
-
1,062
(505)
228
785
The Group currently has a long term incentive
plan for selected employees (refer note 25).
This reserve is used to record the accumulated
value of the plan which has been recognised
in the statement of comprehensive income.
59
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
consolidated
Notes
2015
$’000
cash flow hedge reserve
Balance at beginning of period
Acquisition of subsidiary
Movement in cash flow hedge reserve
Deferred tax on movement in cash flow hedge reserve
15
closing balance
-
(868)
1,558
(436)
254
The reserve records the portion of the gain or
loss on a hedging derivative in a cash flow hedge
that is determined to be an effective hedge.
The cumulative deferred gain or loss on the
hedge is recognised in the income statement
when the hedged transaction impacts the
income statement, or depending on the nature
of the hedge, is included in a non-financial
hedged item when the hedged event occurs.
23. continGencies
As at 31 March 2015 the Group had no contingent liabilities or assets.
24. coMMitMents
Lease commitments: as lessee
Operating leases
The Group leases premises, plant and equipment.
The lease terms for operating leases held over
property are between 3 and 15 years, and give the
Group the right to renew the leases subject to
a mutual redetermination of the lease rental by
the lessee and lessor based on an independent
third party market rent review. There are no
options to purchase in respect of plant and
equipment held under operating leases.
commitments for minimum lease payments in relation
to non-cancellable operating leases are payable as follows:
Within one year
One to two years
Two to five years
Beyond five years
commitments not recognised in the financial statements
consolidated
2015
$’000
5,961
5,430
13,525
28,178
53,094
During the period, $3.96 million was recognised as
an expense in the statement of comprehensive
income in respect of operating leases.
At balance date, there were capital expenditure
commitments of approximately $2.4 million.
ANNUAL REPORT 2015
60
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
25. related Party transactions
(a) directors
The names of persons who were Directors of
the Company at any time during the financial
period are as follows: Sir John Goulter, Michael
Alscher, Russell Chenu, Nigel Rigby, Willem
Roest and Neville Buch. Michael Alscher was
appointed Director and Neville Buch ceased
his Directorship on 31 March 2015. All other
persons were also Directors as at 29 July 2014.
(b) key management compensation
Key management includes the Directors listed
above and members of the Senior Leadership
Team. The compensation paid or payable to key
management for employee service is shown below:
Salaries and other short-term employee benefits
Management incentive
Share based payments
Directors fees (appointed from 5 July 2014)
consolidated
2015
$’000
1,193
180
228
307
1,908
On 29 July 2014 key members of the Senior
Leadership Team were issued 7,072,176 ordinary
shares as part of the Long Term Incentive Plan.
These shares are held in escrow until the release
of the results pertaining to the prospectus
forecast period. Of the shares issued, 4,714,784
shares do not vest until 29 July 2015.
Crescent Capital Partners, a related party by
Directorship through Neville Buch and Michael
Alscher, received $101.1 million in cash and were
issued 15,294,430 ordinary shares as part of
the Initial Public Offering on 29 July 2014.
61
Metro PerforMance Glass liMited
notes to tHe finAnCiAL stAtements (Cont’D)
26. acquisition of suBsidiary
- MetroGlass HoldinGs liMited
On 29 July 2014 the Group acquired 100% of the
shares of Metroglass Holdings Limited for cash
consideration of $227.7 million as part of the group
reorganisation and therefore obtained control
over this entity and its subsidiaries. Additional
expenses within the statement of comprehensive
income arising from the Initial Public Offering
amount to $4.0 million. The following table
summarises the consideration paid for Metroglass
Holdings Limited and the assets acquired and
liabilities assumed recognised at the acquisition
date, as well as their predecessor values used to
establish their values upon acquisition.
consideration
Cash
Equity in Metro Performance Glass Limited
net assets acquired
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Property, plant and equipment
Deferred tax assets
Intangible assets
Trade and other payables
Income tax liability
Derivative financial instruments
Provisions
Interest bearing liabilities
Share based payments and cash flow hedge reserves
Group reorganisation amount recorded in equity
consolidated
2015
$’000
227,709
65,053
292,762
8,613
22,712
8,133
12,189
28,273
1,187
126,649
(16,412)
(489)
(1,205)
(3,359)
(64,000)
(194)
122,097
170,665
292,762
The group reorganisation charge differs from the
forecast group reorganisation charge set out in
Metro Performance Glass Limited’s prospectus
dated 7 July 2014, which was $162.4 million. The
difference is attributable to the actual value of
net assets being different from forecast due to
actual trading being different to assumed trading
levels and a change in the value of certain assets
and liabilities as the result of further assessment.
ANNUAL REPORT 2015
62
Metro PerforMance Glass liMited
notes to tHe finAnCiAL stAtements (Cont’D)
27. events suBsequent to Period end
There are no events subsequent to period end.
28. coMParison to ProsPective financial
inforMation
The Group provided prospective financial
information for the eight month period from
1 August 2014 to 31 March 2015 in the Investment
Statement and the Prospectus dated 7 July 2014
(as amended on 15 July 2014). The comparison
between the actual financial performance for
the eight month period and the prospective
financial information are shown below.
comparison between actual and Prospective income
statement for the period ended 31 March 2015
Sales revenue
Cost of sales
Gross profit
Distribution and glazing related expenses
Selling and marketing expenses
Administration expenses
operating profit
Interest expense
Interest income
Profit before income taxation
Income taxation expense
Profit for the period
consolidated
Notes
2015
PFI
$’000
$’000
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
114,998
117,792
(57,205)
(58,195)
57,793
59,597
(19,779)
(19,193)
(4,879)
(5,799)
(16,059)
(18,085)
17,076
16,520
(2,118)
(2,018)
28
70
14,986
14,572
(i)
(5,427)
(5,162)
9,559
9,410
comparison between actual and Prospective statement of
comprehensive income for the period ended 31 March 2015
Notes
2015
PFI
$’000
$’000
other comprehensive income
items that may be subsequently reclassified to profit or loss:
Cash flow hedges
( j)
1,122
989
total comprehensive income for the period attributable to shareholders
10,681
10,399
63
Metro PerforMance Glass liMited
notes to tHe finAnCiAL stAtements (Cont’D)
comparison between actual and Prospective
Balance sheet as at 31 March 2015
consolidated
consolidated
Notes
2015
$’000
PFI
$’000
assets
current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial instruments
Current income tax asset
Other current assets
total current assets
non-current assets
Property, plant and equipment
Intangible assets
total non-current assets
total assets
liabilities
current liabilities
Trade and other payables
Derivative financial instruments
Provisions
total current liabilities
non-current liabilities
Deferred tax liabilities
Interest bearing liabilities
Lease incentive
total non-current liabilities
total liabilities
net assets
equity
Contributed equity
Retained earnings
Group reorganisation reserve
Share based payments reserve
Cash flow hedge reserve
total equity
(k)
(l)
(m)
(n)
(o)
(p)
(q)
(n)
(r)
7,609
24,603
11,431
1,068
37
1,840
46,588
43,496
128,145
171,641
218,229
16,770
715
909
18,394
1
55,000
2,155
57,156
75,550
11,375
23,624
14,526
-
(731)
1,843
50,637
48,865
125,397
174,262
224,899
17,713
-
133
17,846
152
55,000
1,933
57,085
74,931
142,679
149,968
302,746
9,559
(170,665)
785
254
302,213
9,410
(162,408)
753
-
142,679
149,968
ANNUAL REPORT 2015
64
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
statement of changes in equity
consolidated
consolidated
Opening balance as at 30 May 2014
Profit for the period
Other comprehensive income for the period
total comprehensive income for the period
Issue of share capital
Group reorganisation, retained earnings
Group reorganisation, reserves
Movement in share based payment reserve
Total transactions with owners, recognised directly in equity
Balance as at 31 March 2015
comparison between actual and Prospective statement
of cash flows for the period ended 31 March 2015
cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Income taxes paid
net cash inflow from operating activities
cash flows from investing activities
Payments for property, plant & equipment
Payments for intangible assets
Acquisition of Metroglass Holdings Limited (net of cash acquired)
net cash outflow from investing activities
cash flows from financing activities
Repayment of borrowings
Drawdown of borrowings
Ordinary shares issued
Expenses on issue of ordinary shares
net cash inflow from financing activities
net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
cash and cash equivalents at end of the period
65
2015
total
$’000
-
9,559
1,122
10,681
302,241
(170,665)
194
228
131,998
142,679
( j)
(r)
Pfi
total
$’000
-
9,410
-
9,410
302,213
(162,408)
-
753
140,558
149,968
consolidated
consolidated
2015
$’000
(a) (l)
112,712
(h)
(s)
(t)
(t)
(82,833)
50
(1,722)
(5,201)
23,006
(17,847)
(2,615)
(219,096)
(239,558)
(64,000)
55,000
244,236
(11,075)
224,161
7,609
-
7,609
Pfi
$’000
117,846
(86,148)
70
(2,018)
(5,000)
24,750
(18,870)
-
(218,804)
(237,674)
(64,000)
55,000
244,236
(10,937)
224,299
11,375
-
11,375
Metro PerforMance Glass liMited ANNUAL REPORT 2015
ANNUAL REPORT 2015
66
66
Metro PerforMance Glass liMited 6767
Metro PerforMance Glass liMited notes to tHe finAnCiAL stAtements (Cont’D)
28. coMParison to ProsPective financial
inforMation (cont’d)
(a) Net sales were lower than the PFI. The PFI
assumed that sales would continue to accelerate
as the year progressed but rather the rate of
growth was constant. We believe this is as a
result of residential consents not flowing through
to revenue at the same rate as in the past and
some commercial construction being delayed.
(b) Gross margins were lower than the PFI
primarily due to higher factory labour. As sales
volumes increased some plant inefficiencies
were experienced due to capacity constraints.
This has since been alleviated by the new plant
in Highbrook. The costs associated with the
Auckland restructure are included in gross margin
and were within those envisaged in the PFI.
(c) Distribution and glazing expenses
were slightly higher than forecast.
(d) Selling and marketing expenses were lower
than the PFI. The PFI contemplated additional
spending on marketing and promotions.
(e) Administrative expenses include the expenses
related to the IPO which were broadly in line with
the PFI, other administrative expenses were lower.
(f)Operating Profit (EBIT) exceeds the PFI
primarily due to the combination of lower
sales being offset by cost savings.
(g) Interest expense is slightly higher than
the PFI as the average debt level over the
period was higher than forecast in the PFI.
(h) Interest income is lower than the PFI due to
average lower cash balance during the year.
(i) Income tax expense is higher than the PFI
due to higher profit and the effective rate is
marginally higher due to a higher level of non tax
deductible expenses than forecast in the PFI.
( j) The cash flow hedge movement differs
from the PFI as the PFI model assumed all
new hedge’s mark to market value would
be nil as at 31 March 2015. This income is
the unwind of the pre-existing balances.
(k) Cash is lower than the PFI due to different
assumed trading levels in the period prior to
the acquisition of Metroglass Holdings Limited.
(l) Trade and other receivables are higher
than the PFI as the PFI assumed an
improvement in the cash collection rate.
(m) The PFI assumed a higher level of
inventory than actually occurred.
(n) Derivative financial instruments were
assumed to have a mark to market value
of zero as at 31 March 2015 in the PFI.
(o) Current income tax differs to the PFI due
to the amount and timing of tax payments.
(p) Fixed assets differ from the PFI primarily
due to the delay in the arrival of the automated
edgework machine and the reclassification
of software as intangible assets as opposed
to property, plant and equipment.
(q) As noted above the PFI classified acquired
computer software as property, plant and
equipment, excluding this intangible assets
would have been in line with the PFI.
(r) The group reorganisation reserve is higher
than the PFI. The difference is attributable to
the actual value of net assets being different
from forecast due to actual trading being
different to assumed trading levels and a
change in the value of certain assets and
liabilities as a result of further assessment.
(s) Actual interest is paid quarterly whereas the
PFI assumed interest would be paid monthly.
(t) Payments for fixed and intangible assets
exceed the PFI due to timing differences.
ANNUAL REPORT 2015
68
Metro PerforMance Glass liMited
69
Metro PerforMance Glass liMited ANNUAL REPORT 2015
70
Metro PerforMance Glass liMited Metro PerforMance Glass liMited
corPorate
Governance
Governance
and statutory
and statutory
inforMation
inforMation
7171
Metro PerforMance Glass liMited
ANNUAL REPORT 2015
72
CoRPoRAte goveRnAnCe
The Board of Metro Performance
Glass (Metroglass, the Company)
recognises the importance of good
corporate governance, and its role as
the overall and final body responsible
for all decision making within the
Company, protecting the interests
of shareholders and supervising the
delivery of corporate performance.
The Board recognises the need for the
highest standards of corporate behaviour
and accountability. The Board is committed
to optimizing shareholder returns within a
framework of ethical business practices.
For the reporting period to 31 March 2015, the
Company considers its corporate governance
practices and policies comply with the NZX
Corporate Governance Best Practice Code,
the New Zealand Financial Markets Authority
Corporate Governance in New Zealand – Principles
and Guidelines and ASX Corporate Governance
Council’s Corporate Governance Principles
and Recommendations except where noted.
This statement reflects a summary of
the Company’s corporate governance
framework, policies and procedures that
have been in place since the Company’s
listing on the NZX and ASX on 16 July 2014.
The following corporate governance documents
are referred to in this Statement and are
available on the Corporate Governance page
of the Company’s website
http://www.metroglass.co.nz/investors/governance
+ Constitution
+ Board Charter
+ Audit and Risk Committee Charter
+ Market Disclosure Policy
+ Code of Ethics
+ Share Trading Policy
Metroglass and its operating divisions
and subsidiaries are referred to in this
Statement as the Company or Group.
73
Metro PerforMance Glass liMited
lay solid
foundations
for ManaGeMent
and oversiGht
by board
ANNUAL REPORT 2015
ANNUAL REPORT 2015
74
74
Metro PerforMance Glass liMited Metroglass’ new Auckland manufacturing plant was officially opened by the Prime Minister, Rt Hon John Key, on 9 June 2015
75
Metro PerforMance Glass liMited CoRPoRAte goveRnAnCe (Cont’D)
lay solid foundations for ManaGeMent
and oversiGHt By Board
the Board:
The Board has ultimate responsibility for
the strategic direction of Metroglass and
for supervising Metroglass’ management
for the benefit of its shareholders. The
Board’s responsibilities include setting and
overseeing the execution of Metroglass’
strategy, and supervising management in
the operation of Metroglass’ business.
The Board has adopted a Board Charter (the
Charter) recording its commitment to best
corporate governance practices. The Charter
describes the specific responsibilities, values,
principles and practices that underpin the role
of Directors on the Board. The Charter does
not attempt to provide a complete record of
all of the formal and informal rules associated
with the role of the Board and should be
read in conjunction with the Constitution and
relevant laws, regulations, codes and guidelines.
The Charter is available from the Corporate
Governance page of the Company’s website.
In performing its responsibilities, the Board
should act at all times in a manner designed
to create and continue to build sustainable
value for shareholders and in accordance with
the duties and obligations imposed on them
by Metroglass’ constitution and by law.
Board committees:
The Board has established an Audit and Risk
Management Committee (the Audit and Risk
Committee). The role and responsibilities are
outlined in the Audit and Risk Committee’s
charter. The Board has elected not to establish
a separate Nominations or Remuneration
subcommittees at this time as the Board has
been established for less than 12 months and
will itself attend to matters relating to Director
nominations and remuneration.
delegations:
The Board Charter describes the Board’s role
and responsibilities and internal procedures.
The Board had delegated some of its powers
to committees and to the CEO. This framework
also establishes the authority levels for decision
making within the management team.
executive team evaluation:
Formal performance reviews are conducted
for all staff on an annual basis. The Executive
Team’s performance reviews for the financial
year ended 31 March 2015 have been conducted.
The evaluation is based on role descriptions
and agreed key performance metrics.
The CEO reviews the performance of the Senior
Executives and provides feedback to the Board
including making recommendations regarding
payment of short term performance incentives.
A similar process is followed by the Board
for evaluating the CEO’s performance.
induction:
New Directors will be appropriately introduced
to management and the business so that all
Directors are acquainted with relevant industry
knowledge and receive copies of appropriate
Company documents to enable them to perform
their role. This induction will covers topics such
as: the Company’s financial position, strategies,
operations and risk management policies. It also
covers the responsibilities of key people, policies
and procedures, as well as the respective rights,
duties, responsibilities and roles of the Board,
individual Directors and senior executives.
New senior managers will receive an induction
programme based on similar elements
including health and safety training but
without financial documents or other sensitive
information that is not relevant to their role.
ANNUAL REPORT 2015
76
Metro PerforMance Glass liMited CoRPoRAte goveRnAnCe (Cont’D)
All other employees undertake an online training
module that covers Company policies, health and
safety, ethics and other operational matters.
the period for which the chairperson is to
hold office. Sir John Goulter, an independent
Director, has been appointed Chairman.
structure tHe Board to add value
composition of the Board:
Metroglass’ Constitution provides for a
minimum of four Directors and subject to this
limitation the number of Directors to hold
office shall be fixed from time to time by the
Board. The Charter contains requirements
relating to New Zealand residency and
the number of independent Directors.
At 31 March 2015 the Board comprised of
five Directors:
+ Sir John Goulter (Chairman)
+ Nigel Rigby (Chief Executive)
+ Michael Alscher
+ Russell Chenu (Chairman of Audit
and Risk Committee)
+ Bill Roest
Neville Buch retired from the Board on
31 March and was replaced by Michael Alscher.
The Directors bring a wide range of skills
to the Board including corporate strategy,
business and financial management
nationally and internationally, sales and
marketing, mergers and acquisition, capital
markets and corporate governance.
selection and role of chairman:
The Constitution provides that one of the
Directors may be appointed as Chair of the
Company and the Directors will determine
director independence:
Directors are considered to be independent
if they are non-executive and do not have an
interest or relationship that could or could
be perceived to unreasonably influence their
decisions relating to the Company or interfere
with their ability to act in the Company’s
best interests. Disqualifying relationships
are defined in the Charter. The Board will
review any determination it makes as to a
Director’s independence on becoming aware
of any information that may have an impact
on the independence of the Director. For this
purpose, Directors are required to ensure
that they immediately advise the Board of
any relevant new or changed relationships to
enable the Board to consider and determine
the materiality of the relationships.
As at 31 March 2015, three of the five
Directors, Sir John Goulter, Russell Chenu and
Bill Roest, are considered by the Board to be
independent Directors in accordance with the
NZX listing rules and ASX Corporate Governance
Guidelines. Michael Alscher, a Director of
Crescent Capital which is a substantial
shareholder in the Company, and Nigel Rigby,
the Company’s CEO, are not considered by
the Board to be independent Directors.
conflicts of interest:
The Board Charter outlines the Board’s policy
on conflicts of interest. Where conflicts of
interest arise, Directors must ensure that the
nature of the conflict is adequately disclosed and
excuse themselves from discussions in respect
77
Metro PerforMance Glass liMited CoRPoRAte goveRnAnCe (Cont’D)
of the relevant matter and, in accordance with
the NZX listing rules, do not exercise their
right to vote in respect of such matters.
director appointments:
The provisions regarding the election
and retirement of Directors are
contained in the Constitution.
The Board will review from time to time the
composition of the Board and will identify and
evaluate suitable individuals for appointment
as Director as and when an appointment is
to be made. In evaluating a candidate for
appointment as Director, the Board would
consider criteria including the particular skill
sets identified by the Board as being required
at the time as well as the individual’s experience,
professional qualifications, ability to exercise
sound business judgment, integrity and moral
reputation, any potential conflicts of interest or
legal impediments to serving as a Director, and
willingness and availability to commit the time
required to serve as an effective Director of the
Company. Background checks will be conducted.
Given the current size of the Board, there is
presently no need for a Nominations Committee
as the full Board will act in this capacity.
An individual being appointed as an independent
must be independent according to NZX and
ASX definitions and not have any disqualifying
relationships as defined in the Charter.
The Company’s Constitution and NZX and ASX
listing rules require a newly appointed Director
to stand for election at the next Annual
Shareholders Meeting (ASM). Metroglass has
not yet held its first ASM. Those Directors
who will stand for re-election at the first
and second ASMs will be determined by
a Board poll. Thereafter appointments
will be undertaken in accordance with the
Constitution and NZX and ASX listing rules.
New Directors provide the Company with a
written consent to act as a Director and
receive a formal Letter of Appointment
that sets out the Terms and Conditions of
Appointment and Remuneration Schedule.
It also sets out the expectations of the
Company, the Director’s duties and powers,
insurance and indemnity arrangements,
and rights of access to information.
All new Board members are provided with
an extensive briefing on the Company and
industry related matters together with
being taken through an induction process.
retirement and re-election:
Neville Buch retired from the Board on
31 March 2015 and was replaced by Michael
Alscher, also a Director of Crescent Capital.
The Directors who will stand for re-election
at the 2015 Annual Shareholders Meeting
are Sir John Goulter and Michael Alscher.
Profiles are contained in the Notice of
Meeting which will be mailed to shareholders
and will also be available on the Investors
section of the Company’s website.
ANNUAL REPORT 2015
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Metro PerforMance Glass liMited CoRPoRAte goveRnAnCe (Cont’D)
director remuneration:
Non-executive Directors are paid a fixed fee
in accordance with the determination of the
Board. Full disclosure of Director remuneration
is included in the statutory information section.
external advice:
An individual Director or a committee may,
with the approval of the chairperson of the
Board, retain and consult with external advisers
(including legal) at Metroglass’ expense where
the committee or individual deems it necessary
to carry out its, his or her functions.
Board, committee and director evaluation:
In accordance with the Board and Audit &
Risk Committee Charters, the Board will
annually review its performance, policies
and practices and reviews the performance
of its Committees and each Director. The
review will be carried out both formally and
informally. The Board was constituted in its
current form in July 2014 ahead of the NZX
Main Board and ASX listing and has not yet
undertaken a performance evaluation. The Board
proposes to undertake the first evaluation in
the first quarter of the 2016 financial year.
The performance of the Audit and Risk
Committee is assessed annually against its
charter and other relevant criteria as determined
by the Board. The first assessment will be carried
out in the first quarter of the 2016 financial year.
director education:
The Company encourages Directors to
continue to develop their knowledge and
skills as a Director. With the prior approval
from the Chairman, Directors may attend
appropriate courses or seminars for
continuing education at the Company’s cost.
director share ownership:
There is no requirement for Directors to own
shares in the Company or to reinvest a portion
of Director remuneration in Company shares.
However, non-executive Directors are encouraged
to own shares. All Directors and employees
are required to comply with the Company’s
Securities Trading policy in undertaking any
trading in the Company’s shares. The table
of Directors’ shareholdings is included in the
Disclosures section of this Annual Report.
indemnities and insurance:
In accordance with Section 162 of the Companies
Act 1993 and the Company’s Constitution, the
Company indemnifies the Directors in relation to
potential liabilities and costs they may incur for
acts or omissions in their capacity as Directors.
The Directors’ and Officers’ Liability Insurance
covers risks normally covered by such policies
arising out of acts or omissions of Directors
and employees in their capacity as such.
In addition, the Company acquired prospectus
insurance for its initial public offering.
Details are recorded in the interests register.
79
Metro PerforMance Glass liMited
ANNUAL REPORT 2015
ANNUAL REPORT 2015
80
80
Metro PerforMance Glass liMited CoRPoRAte goveRnAnCe (Cont’D)
ProMote etHical and resPonsiBle
decision MakinG
code of ethics:
The Company has a Code of Ethics that
establishes a framework of standards by which
the Directors, employees, contractors and advisors
of Metroglass and its related companies are
expected to conduct their professional lives.
The Code of Ethics provides guiding principles
outlining how all Directors, employees, contractors
and advisers of Metroglass and its related
companies are expected to behave in the
carrying out of their responsibilities. It is not an
exhaustive list of acceptable behaviour; rather
it facilitates decision making that is consistent
with Metroglass’ values, business goals and legal
and policy obligations. Metroglass Directors and
managers are committed to leading in accordance
with these standards of ethical and professional
conduct and ensuring that such standards are
communicated to the people who report to them.
The Company’s Code of Ethics is available
from the Corporate Governance page of the
Company’s website.
diversity:
The Board has not, at this stage, adopted a
Diversity Policy. It intends to conduct an overall
review of Metroglass’ diversity practices and
statistics prior to adopting any Diversity Policy.
share trading:
The Company’s Share Trading Policy governs
trading in the Company’s securities by:
+ all Directors
+ all officers
+ all members of the Senior Leadership Team (SLT)
+ any employee who reports directly to a
member of the SLT
+ any employee who reports to the Group
Financial Controller
+ any employee who the CEO deems this policy
should apply to
The Policy complies with the NZX and ASX Listing
Rules. A copy is available from the Corporate
Governance page of the Company’s website.
safeGuard inteGrity in financial rePortinG
audit and risk Management committee:
The Board has an Audit and Risk Committee
that has been established to:
(a) assist the Board in fulfilling its
responsibilities for Metroglass’ financial
statements and external financial reporting;
(b) assist the Board in ensuring that the
ability and independence of the external
auditors to carry out their statutory audit
role is not impaired, or could reasonably
be perceived to be impaired; and
(c) assist the Board in ensuring appropriate
accounting policies and internal controls
are established and maintained and assist
the Board in ensuring the effective and
efficient management of all business risks.
The Audit and Risk Committee’s Charter is
available from the Corporate Governance
page of the Company’s website.
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Metro PerforMance Glass liMited CoRPoRAte goveRnAnCe (Cont’D)
Membership:
The Audit and Risk Committee comprises
three independent, non-executive Directors:
Russell Chenu, Bill Roest and Sir John
Goulter. Russell Chenu, the Chairman of
the Audit and Risk Committee, is a qualified
accountant and is not the Chairman of the
Board. Details of the relevant qualifications
and experience of all Audit and Risk Committee
members are disclosed in their biographies
on pages 19 and 20 of this Annual Report.
Other Directors, the CEO and the CFO
attend the Audit and Risk Committee meetings
by invitation. The relevant partner and
staff of Metroglass’ external auditors also
attend by invitation on a regular basis.
The Company intends to appoint an
outsourced internal auditor. Once appointed
the outsourced internal auditor will also
attend by invitation on a regular basis.
Meetings:
The Audit and Risk Committee meets at
least three times each year and has direct
access to Metroglass’ external and internal
auditors and senior management. On at least
one occasion each year, the Audit and Risk
Committee meets with the external and internal
auditors without management present.
Make tiMely and Balanced disclosure
Metroglass is subject to the disclosure and
reporting obligations imposed under the
Listing Rules of NZX, ASX, the Companies Act
and other relevant legislation. The Board has
adopted a Market Disclosure Policy, available
from the Corporate Governance page of the
Company’s website, which sets out how the
Company will comply with the disclosure and
reporting obligations. Metroglass is committed
to its obligation to inform shareholders
(both current and prospective) and market
participants of all information that might have
a material effect on the price of its shares.
The Company keeps stakeholders informed
by lodging announcements issued to NZX and
ASX on the Investor section of its website.
disclosure officer:
The Board has not appointed a Disclosure
Officer. However, the CFO or delegate, will
co-ordinate the actual form of disclosure of
the material Information with the relevant
members of management and make the
disclosure to the NZX and ASX as required.
As a general rule, disclosure issues are
discussed with, and proposed releases
are approved by the Board. If necessary,
external legal advice is obtained.
ANNUAL REPORT 2015
82
Metro PerforMance Glass liMited CoRPoRAte goveRnAnCe (Cont’D)
resPect tHe riGHts of sHareHolders
Metroglass aims to keep its shareholders
informed of all important developments
concerning the Company and encourages
them to follow announcements about the
Company. Metroglass communicates with its
shareholders using the following means:
+ periodic market announcements, which are
released first to NZX and ASX;
+ periodic investor briefings, which are also
released first to NZX and ASX;
+ the annual report;
+ the annual shareholders meeting and the
Notice of Meeting; and
+ the Company’s corporate website
electronic communications:
Shareholders have the option to
receive communications from, and send
communications to, the Company and
its security registry electronically.
annual meeting;
Shareholders have the opportunity to ask
questions of the Board and of the external
auditors, who attend the Annual Shareholder
Meeting. The auditors are available to
answer questions from shareholders in
relation to the conduct of the audit, the
independent audit report and the accounting
policies adopted by Metroglass.
recoGnise and ManaGe risk
The identification and effective management
of the Company’s risks is a priority of
the Board. It is responsible for:
(a)identifying the principal risks of
Metroglass’ business;
(b)reviewing and ratifying Metroglass’ systems of
internal compliance and control, risk management
and legal compliance, to determine the integrity
and effectiveness of those systems; and
(c)approving and monitoring internal and
external financial and other reporting,
including reporting to shareholders, the
NZX, the ASX and other stakeholders.
The Board makes use of the Audit and Risk
Committee to ensure that effective risk
management systems and internal controls are
in place, including the review of material risk
exposures and the steps Management has taken
to monitor, control and report such exposures.
The Board has made the CEO accountable for all
operational and compliance risk across the Group.
The CFO has management accountability for the
effective implementation of the risk framework
across all of the Company’s businesses.
Metroglass’ main risks and mitigation plans
are reviewed annually by the Audit and
Risk Committee and the Board. The risk
management framework was reviewed prior
to the IPO and was reviewed again in the
fourth quarter of the 2015 financial year.
As part of its risk management framework
Metroglass continually assesses risks against
all relevant areas of material business risk.
A number of such risks were noted in the
prospectus issued in July 2014 and these continue
to remain relevant. The prospectus is available
in the Investor section of the Company’s website.
See section 8 of the Investment Statement.
83
Metro PerforMance Glass liMited
CoRPoRAte goveRnAnCe (Cont’D)
Non-executive Directors are paid a fixed fee in
accordance with the determination of the Board.
The Director fee pool has been set at $600,000.
The Chairman of the Board receives $160,000
per annum. The non-executive Directors receive
$80,000 per annum. The chairman of the Audit
and Risk Committee, receives an additional
$20,000 per annum. Other members of the Audit
and Risk Committee, receive an additional $10,000
per annum. Director remuneration was set at a
level advised by an independent Board consultant
at the time the Board was being established
prior to the July 2014 IPO. The Board proposes
to have fees reviewed on a periodic basis by
an independent party. The Executive Director
does not receive additional remuneration in his
capacity as a Director. Increases in the Director
fee pool must be approved by shareholders at
an Annual Shareholder Meeting. The Board does
not propose to seek an increase in the pool at
the 2015 meeting. No retirement or termination
benefits are paid to non-executive Directors
however Directors are entitled to be paid for
reasonable travel and other expenses incurred
by them in connection with their attendance
at Board or Shareholder meetings, or otherwise
in connection with the Metroglass Group’s
business. The Company does not offer an
equity-based remuneration scheme for Directors.
The Board’s practices do not comply with
ASX Principle 8.1, in that Metroglass does not
have a separate Remuneration Committee.
Given the Board composition the full Board
reviews issues relating to remuneration. The
Board considers that Director and executive
remuneration is appropriate and is not excessive.
The safety of the Company’s staff, contractors
and customers is of paramount concern to
the Board. Accordingly all risk reviews have a
component that specifically looks at health
and safety risks. To support an improvement in
health and safety awareness the Company has
recruited a Health and Safety Manager who
reports to the General Manager of Operations.
The Company maintains a risk register
that is reviewed annually and revised
periodically against key risks.
reMunerate fairly and resPonsiBly
The Board as a whole has responsibility for
the activities related to remuneration.
The Company at the direction of the Board
is currently reviewing the compensation
structures for the CEO and Senior
Management. It is envisaged that the final
remuneration structure will include:
+ A fixed base salary
+ A short term incentive
+ A long term incentive
All remuneration packages will be reviewed
at least annually, taking into account
individual and Company performance,
market movements and expert advice.
The objective of the Company’s remuneration
policy will be to ensure that the remuneration
of Directors and all staff properly reflects each
person’s accountabilities, duties and their level of
performance, and to ensure that remuneration
is competitive in attracting, motivating and
retaining staff of the highest quality.
The CEO’s performance is reviewed by the
Board. The CEO reviews the performance of the
Executive Team and makes recommendations
to the Board for approval in relation to
the team’s remuneration and achievement
of key performance indicators (KPIs).
ANNUAL REPORT 2015
84
Metro PerforMance Glass liMited stAtUtoRy infoRmAtion
stock excHanGe listinG
Our shares are listed on the New Zealand Stock Exchange
(NZX) and Australian Stock Exchange (ASX).
shares on issue
as at 1 june 2015:
register
New Zealand
Australia
total
security
MPG (NZL)
MPP (AUS)
MPG (dual)
number
of holders
842
33
875
number
of shares
150,415,486
34,614,514
185,030,000
toP 20 sHareHolders
Our top 20 shareholders as at 1 June 2015 were as follows:
rank
investor name
notes
1
2
3
4
5
6
7
8
9=
9=
11
12
13
14
15
16
17
18
19
20
Tea Custodians Limited
New Zealand Superannuation Fund Nominees Limited
National Nominees Limited
HSBC Custody Nominees (Australia) Limited
Bnp Paribas Nominees NZ Limited
Forsyth Barr Custodians Limited
HSBC Nominees (New Zealand) Limited
JPMORGAN Chase Bank
Crescent Capital Partners Management Pty Ltd
Crescent Capital Partners Management Pty Ltd
Cogent Nominees Limited
BNP Paribas Noms Pty Ltd
Nigel James Rigby
National Nominees New Zealand Limited
AIO Finance (Ireland) Limited
Premier Nominees Limited
Citicorp Nominees Pty Limited
Minot Light APAC Limited
Portigon AG
Crescent Capital Partners III (Belgium) BVBA
*
*
*
*
*
**
***
*
*
*
number
of shares
15,790,091
14,649,169
10,290,418
9,781,801
8,990,704
7,526,974
7,275,802
6,285,224
5,862,611
5,862,611
5,181,333
5,149,565
5,143,401
5,018,150
4,970,903
4,642,991
4,223,870
3,940,346
3,782,454
3,569,208
%
8.53%
7.92%
5.56%
5.29%
4.86%
4.07%
3.93%
3.40%
3.17%
3.17%
2.80%
2.78%
2.78%
2.71%
2.69%
2.51%
2.28%
2.13%
2.04%
1.93%
total
top 20 holders of ordinary shares
137,937,626
74.55%
total
remaining holders balance
47,092,374
25.45%
*Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial
depository service which allows electronic trading of securities by its members. As at 1 June, 79,433,004
Metro Performance Glass Limited Shares (or 42.9% of the ordinary shares on issue) were held through NZCSD.
**as trustee for Crescent Capital Partners Trust IIIA
***as trustee for Crescent Capital Partners Trust IIIB
85
Metro PerforMance Glass liMited ANNUAL REPORT 2015
ANNUAL REPORT 2015
86
86
Metro PerforMance Glass liMited stAtUtoRy infoRmAtion (Cont’D)
suBstantial sHareHolders
A “substantial shareholder” is defined in the
Securities Markets Act 1988. Shareholders are
required to disclose their holdings to us and
to our share registrar by giving a “Substantial
Shareholder Notice” when:
+ They begin to have a substantial shareholding
(5% or more of our shares).
+ There is a subsequent movement of 1% or
more in a substantial holding, or if they cease
to be have a substantial holding.
+ There is any change in the nature or interest in
a substantial holding.
According to notices given under the Securities
Market Act 1988 the following persons were
Substantial Shareholders as at 1 June 2015.
Schroder Investment Management (Australia) Limited
Crescent Capital Partners Management Pty Limited
New Zealand Superannuation Fund Nominees Limited
number
of shares
15,716,045
15,294,430
14,649,169
AMP Capital Investors (New Zealand) Limited and AMP Capital Investors Limited
12,062,936
Harbour Asset Management Limited
I00F Holdings Limited
11,025,000
9,289,669
%
8.49%
8.27%
7.92%
6.52%
5.96%
5.02%
The following shareholders ceased to be substantial shareholders during the period 1 August 2014 to
1 June 2015. FIL Investments on 2 September 2014, Milford Asset Management Limited on 2 April 2015
and Salt Funds Management on 22 May 2015.
87
Metro PerforMance Glass liMited stAtUtoRy infoRmAtion (Cont’D)
distriBution of sHareHolders
As at 1 June 2015
range
1-1000
1001-5000
5001-10000
10001-50000
50001-100000
Greater than 100000
total
number
of holders
72
342
222
176
12
51
875
number
of shares
51,339
1,082,719
1,744,894
3,563,856
817,031
%
0.03
0.59
0.94
1.93
0.44
177,770,161
96.08
185,030,000
100.00
votinG riGHts
Section 15 of our Constitution states that
a shareholder may vote at any meeting
of shareholders in person or through a
representative. Where voting is by a show of
hands or voice, every shareholder present (or
through their representative) has one vote. In a
poll, every shareholder present (or through their
representative) has one vote per fully-paid up
share they hold. Unless the Board determines
otherwise, shareholders may not exercise the
right to vote at a meeting by casting postal votes.
More detail on voting can be found in our
Constitution at the following link-
www.metroglasstech.co.nz/media/74236/
constitution-metro-performance-glass-limited.pdf
tradinG statistics
Metro Performance Glass Limited listed on NZX on
the 16 July 2014 at an initial share price of $1.76.
The trading range for the period 1 August
2014 to 31 March 2015 are as follows:
2015 (nZx)
2015 (asx)
Minimum:
Maximum:
Range:
NZD$1.70 (11-Mar-15)
AUD$1.55 (29-Aug-14)
NZD$2.01 (28-Oct-14)
AUD$1.85 (02-Feb-15)
NZD$1.70 - NZD$2.01
AUD$1.55 - AUD$1.85
total shares traded
104,675,986
6,777,369
ANNUAL REPORT 2015
88
Metro PerforMance Glass liMited
stAtUtoRy infoRmAtion (Cont’D)
dividend Policy
Dividends and other distributions with respect
to the shares are only made at the discretion
of the Board of Metro Performance Glass. Any
dividend can only be declared by the Board if the
requirements of the Companies Act 1993 are
also satisfied. The Board’s decision to declare
a dividend for shareholders in any financial
year will depend on, amongst other things:
+ any statutory or regulatory requirements;
+ the financial performance of Metro
Performance Glass;
+ one-off or non-recurring events;
+ Metro Performance Glass capital expenditure
requirements;
+ the availability of imputation credits;
+ prevailing business and economic conditions;
+ the outlook for all of the above; and
+ any other factors deemed relevant by the Board.
Subject to the above, Metro Performance Glass
intends to make dividend payments to Shareholders
semi-annually, in respect of half years ending
30 September and full years ending 31 March.
The dividend is currently expected to be
approximately 55% to 75% of NPATA. However, the
actual ratio of the dividend paid to NPATA is expected
to vary over time reflecting the above factors.
Metro Performance Glass intends to weight
dividends to the second half, with the first half
targeting 40% to 50% of the total expected
dividend for the year. However, the split
will vary according to actual and forecast
NPATA and the factors described above.
It is the Board’s intention to attach imputation
credits to dividends to the extent they are
available. The first dividend is expected to be
paid on or around 4 August 2015, in respect
of the six month period to 31 March 2015 which
will be fully imputed.
nZx and asx Waivers
Metro Performance Glass received confirmation
of waivers from ASX that are standard for a New
Zealand Company listed on the ASX (including
confirmation that Metro Performance Glass may
prepare and publish its financial information in
accordance with New Zealand financial standards).
89
Metro PerforMance Glass liMited stAtUtoRy infoRmAtion (Cont’D)
directors’ reMuneration
The total remuneration and other benefits to
Directors (and past Directors) for services for
the period ended 31 March 2015 were as follows:
director
Position
appointed/
resigned
2015 total
remuneration
Sir John Goulter
Independent, Non-Executive Chairman,
Appointed 5/07/14
127,415
Member of Audit and Risk Committee
Nigel Rigby
Neville Buch
Executive Director and Chief Executive Officer
Appointed 5/07/14
- *
Non-Executive Director
Appointed 5/07/14
53,333
Resigned 30/03/15
Willem (Bill) Roest
Independent, Non-Executive Director,
Appointed 5/07/14
60,000
Member of Audit and Risk Committee
Russell Chenu
Independent, Non-Executive Director and
Appointed 5/07/14
66,667
Michael Alscher
Non-Executive Director
Appointed 30/03/15
-
Chairman of Audit and Risk Committee
The Director fee pool for a full financial year has been set at $600,000.
*The CEO, Nigel Rigby received $334,252 in base salary and short term incentive during the eight month
trading period to 31 March 2015.
director attendance
The individual attendances of Directors at Board
and committee meetings for the period from listing
on 16 July 2014 to 31 March 2015 is as follows:
Meetings held
Sir John Goulter
Nigel Rigby
Neville Buch
Russell Chenu
Bill Roest
Michael Alscher
(c) indicates chairperson
Board
meetings
attended
audit committee
meetings
attended
appointed/
resigned
9
9 (c)
5
5
Appointed 5/07/14
9
6
8
9
1
Not applicable
Appointed 5/07/14
Not applicable
Appointed 5/07/14
4 (c)
5
Resigned 30/03/15
Appointed 5/07/14
Appointed 5/07/14
Not applicable
Appointed 30/03/15
ANNUAL REPORT 2015
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Metro PerforMance Glass liMited stAtUtoRy infoRmAtion (Cont’D)
directors’ interests
Directors’ interests recorded in the Interests Register of
the Company as at 31 March 2015 are set out as follows:
nature of interest
sir john Goulter knZM, jP
Marsden Cove Canals Management Limited
Marsden Maritime Group Limited
Marsden Maritime Holdings Limited
New Zealand Business and Parliament Trust
Northport Limited
Opua Commercial Estate Limited
Packard House Limited
Ururangi Limited
russell langtry chenu
James Hardie Industries plc
Leighton Holdings Limited
Willem jan roest
Fisher & Paykel Appliances Holdings Limited
Housing Foundation Limited
Synlait Milk Finance Limited
Synlait Milk Limited
nigel james rigby
Canterbury Glass & Glazing Limited
Christchurch Glass & Glazing Limited
Hawkes Bay Glass & Glazing Limited
I G M Software Limited
Metroglass Finance Limited
Metroglass Holdings Limited
Metropolitan Glass & Glazing Limited
Taranaki Glass & Glazing Limited
91
Director
Director
Chairman
Chairman
Chairman
Director / Shareholder
Director / Shareholder
Chairman
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Metro PerforMance Glass liMited stAtUtoRy infoRmAtion (Cont’D)
Michael thomas alscher
Breezway Australia Pty Limited
ClearView Limited
Crescent Capital Partners III (Belgium) BVBA
Crescent Capital Partners Management Pty Limited
Crumpler Pty Limited
GroundProbe Pty Limited
National Dental Care Pty Limited
Southern Sun Pty Limited
Director
Director
Director
Director
Director
Director
Director
Director
directors’ sHareHoldinG in Metro PerforMance Glass liMited
The Directors’ respective shareholding in Metro Performance Glass Limited
as at 31 March 2015 is as follows:
Nigel Rigby
Sir John Goulter
Russell Chenu
Willem (Bill) Roest
number of shares directly held
5,143,401
20,000
25,000*
25,000
Michael Alscher and Neville Buch are Directors of Crescent Capital Partners Management Pty Limited
which has the power to exercise, or control the exercise of, the rights attached to 15,294,430 shares.
*Held by Barratta Super Fund, of which Russell Chenu is the sole beneficiary.
suBsidiary coMPany directors
The following Companies were subsidiaries of Metro
Performance Glass Limited as at 31 March 2015.
+ Metroglass Finance Limited - Directors: David
Carr, Nigel Rigby
+ Metroglass Holdings Limited - Directors: David
Carr, Nigel Rigby
+ Metropolitan Glass & Glazing Limited -
Directors: David Carr, Nigel Rigby
+ IGM Software Limited - Director: Nigel Rigby
+ Canterbury Glass & Glazing Limited -
Director: Nigel Rigby
+ Christchurch Glass & Glazing Limited -
Director: Nigel Rigby
+ Taranaki Glass & Glazing Limited -
Director: Nigel Rigby
+ Hawkes Bay Glass & Glazing Limited -
Director: Nigel Rigby
ANNUAL REPORT 2015
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Metro PerforMance Glass liMited
stAtUtoRy infoRmAtion (Cont’D)
diversity
In accordance with NZX requirements, our
reported gender breakdown at Senior Leadership
and Board level as at 31 March 2015 is:
Board
Senior Leadership Team
0
0
5
5
5
5
0%
0%
female
Male
total
% female
eMPloyee reMuneration
During the eight months ended 31 March 2015
the following employees and former employees
received individual remuneration over $100,000:
remuneration range
$100,000- $110,000
$110,000- $120,000
$140,000- $150,000
$160,000- $170,000
$170,000- $180,000
$180,000- $190,000
$210,000- $220,000
$330,000- $340,000
number of
employees
4
5
1
1
1
1
1
1
currency
Within this Annual Report, all amounts are in
New Zealand dollars unless otherwise specified.
credit ratinG
We have not requested a credit rating.
annual sHareHolder MeetinG
Our annual shareholder meeting will be
held on 26 August 2015 in Auckland.
We will confirm the time and place by notice
to all our shareholders nearer to that date.
annual rePort
Our Annual Report and Interim Reports are all
available on our website at www.metroglass.co.nz/
investors/presentation-reports-and-documents
We will email our Annual Report to those shareholders
who have opted for e-communication with us and
our share registry. We prefer to communicate with
our shareholders by email without using up valuable
printing resources and postage costs, but any
shareholder who does request a hard copy of our
Annual Report will be sent one in the regular post.
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Metro PerforMance Glass liMited
furtHer inforMation online
This Annual Report, all our core governance
documents (our Constitution, some of our key
Policies and Charters), our Investor relations
policies and all our announcements can be
viewed on our website:
www.metroglass.co.nz/investors/governance
ANNUAL REPORT 2015
ANNUAL REPORT 2015
94
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ComPAny DiReCtoRy
reGistered office
5 Lady Fisher Place
East Tamaki
Auckland 2013
New Zealand
Email: glass@metroglass.co.nz
Phone: +64 (09) 927 3000
Board of directors
Sir John Goulter - Chairman,
Member of Audit and Risk Committee
Nigel Rigby - Executive Director and
Chief Executive Officer
Willem (Bill) Roest - Non-Executive Director,
Member of Audit and Risk Committee
Russell Chenu - Non-Executive Director and
Chairman of Audit and Risk Committee
Michael Alscher - Non-Executive Director
senior leadersHiP
Nigel Rigby - Chief Executive Officer
John Fraser - Mackenzie - Chief Financial Officer
Geoff Rasmussen - General Manager, Operations
Dean Brown - North Island Region Manager
Barry Paterson – South Island Region Manager
auditor
PricewaterhouseCoopers
22/188 Quay Street
Auckland 1142
New Zealand
laWyers
Bell Gully
Vero Centre
48 Shortland Street
Auckland 1140
New Zealand
Bankers
ANZ Bank New Zealand Limited
sHare reGistrar
Link Market Services
Level 7, Zurich House
21 Queen Street, Auckland
PO Box 91976, Auckland 1142
other information
Please visit us at our website:
www.metroglass.co.nz
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