2022 Annual Report
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Disruptive
international
shipping has
required us to
be focused to
maintain supply
throughout our
network.
A PROBLEM-
SOLVING
APPROACH
2022 Annual Report
A Clearer View Emerges
PEOPLE
REMAIN
OUR
PRIORITY
Our investments
in safety, wellbeing
and training mean
that our people
have the necessary
knowledge,
equipment and
processes to
produce and
install high-quality
products safely.
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DELIVERING
DESPITE
DISRUPTIONS
Our customer
surveys continue
to show positivity
and strength
as we work with
our customers
in a challenging
and disruptive
environment.
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2022 Annual Report
A Clearer View Emerges
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Our strategy is
underpinned by
investing in world-
class equipment
that produces high-
quality and high-
performance glass
products. Metroglass’
range, capability
and expertise mean
it is well positioned
to deliver on the
upcoming building
insulation standard
changes in FY23 for
both New Zealand
and Australia.
INVESTING
IN OUR
FUTURE
3
Residential Home,
Toughened Safety Glass Shower Screen
4
2022 Annual Report Contents
6
8
12
14
16
18
20
22
24
27
33
62
68
76
80
85
5
CONTENTS
Our Year in Review
Chair and CEO Report
How we Operate
New Zealand Market Review
Australian Glass Group
Our Strategy
ESG / Sustainability
Board of Directors
Senior Leadership Team
Financial Statements
Notes to the Financial Statements
Independent Auditor’s Report
Corporate Governance
Remuneration Report
Statutory Information
Company Directory
OUR YEAR
$178.0m
$58.1m
(1%)
+11%
NEW ZEALAND
REVENUE
EBIT1
$7.4m (61%)
AUSTRALIAN GLASS
GROUP REVENUE
EBIT
$(0.3)m +57%
Group profitability significantly impacted by lockdowns
in New Zealand and higher supply chain costs.
$236.1m
GROUP REVENUE
(FY21: $232.3m )
$5.9m
Group EBIT1
(FY21: $17.2m)
$52.3m
Net Debt
(FY21: $48.0m)
3.78x
Leverage Ratio2
(FY21: 1.7x)
$10.5m
CAPEX
(FY21: $6.0m)
6
1 Earnings before interest, tax and significant items
2 Net debt to EBITDA, measured on a pre-IFRS-16 basis
2022 Annual Report Our Year in Review
IN REVIEW
+16%
+14%
GROWTH IN
RETROFIT
AUSTRALIAN GLASS GROUP
DOUBLE GLAZING SALES
GROWTH
Customer survey results show
sustained satisfaction1
7.3
7.6
7.3
7.9
7.8
8.1
8.0
8.0
8.1
7.7
7.8
7.7
JUN 2019
NOV 2019
JUN 2020
NOV 2020
MAY 2021
DEC 2021
JUN 2019
NOV 2019
JUN 2020
NOV 2020
MAY 2021
DEC 2021
New Zealand
Australian Glass Group
1 Survey question: “On a scale of 1 to 10, how likely are you to recommend Metroglass to a friend or colleague?”
7
CHAIR
AND CEO
REPORT
PETER GRIFFITHS
Chair
SIMON MANDER
CEO
For a second successive
year the pandemic has had
a material impact on the
profitability of the company.
While COVID-19 has caused disruption,
a range of other ongoing external
pressures have also affected
our activities during the year and
restricted our ability to operate
efficiently. We have taken steps to
manage and mitigate these challenges
in accordance with our strategy of
customer focus, quality and efficiency.
We have managed to service our
customers well during these difficult
times. We haven’t resolved everything
yet, however. Heading into the new
financial year, we’re still experiencing
intermittent staff shortages due
to Omicron, broader labour market
challenges are apparent, input costs
are rising and there is still the potential
for continued shipping disruption.
However, operational pressures are
now easing, customer demand remains
robust, and to address cost pressures
significant adjustments to pricing have
been implemented. Further changes are
under consideration.
Our strategic actions and investment
in double glazing processing and high-
performance glass have prepared us
for the upcoming changes in residential
building regulation in both New Zealand
and Australia. We look forward to
maintaining this momentum in FY23
and beyond.
Restrictions Severely Impact
Performance
All of our processing plants in
New Zealand were locked down during
the typically busy August period, with
the Auckland closure of our main facility
extending into mid-September. As in
previous lockdowns, we continued to pay
our people, provided wellbeing support,
stayed connected with customers, and
undertook a range of actions to minimise
the financial impacts.
In contrast, Australian Glass Group
(AGG) were able to maintain operations
throughout the year but were impacted
by reduced employee availability and the
fast-evolving state-by-state testing and
isolation requirements that affected
manufacturing efficiency.
Global supply chains have been strained
for most of the year. Our agile approach
in balancing the available supply to our
national demand footprint and increases
in our safety levels has enabled us to
manage stock volatility without significant
difficulties for our customers.
The rapid increases in input costs
highlighted in the first half have continued
and have been addressed in significant
cumulative price increases in New Zealand
and in Australia. However, the lag in their
effective dates means that this will
only be fully recognised in the coming
financial year.
8
2022 Annual Report Chair and CEO Report
$236m
+2%
Group revenue supported by
strong growth in Australia,
but impacted by the
New Zealand lockdowns
Financial Performance
The group achieved revenue of
$236.1 million (2% higher than the
prior year) supported by strong growth
in Australia and solid activity before and
after the lockdown period in New Zealand.
Profitability for the group was significantly
impacted by higher input costs, supply
chain disruptions and the New Zealand
lockdown. Group Earnings Before
Interest and Tax (EBIT) reduced by 66%,
to $5.9 million. Reported Net Loss After
Tax was ($0.5) million.
The fourth quarter of the financial year
improved over the prior comparable
period as we began regaining momentum
in performance post the recent Omicron
outbreak. Managing cost pressures
remain a priority, and we expect margins
to improve as the implemented price
increases flow into FY23.
Strategic Choices Set Up
Metroglass for the Future
This year we have continued to strengthen
Metroglass’ strategic position with
targeted investments that deliver
increased capability, capacity and quality.
In New Zealand, our investment ensures
we have strong capabilities ready in
place for the building insulation standard
changes effective from November 2022.
AGG’s capital expenditure was focused on
operational efficiency to support double-
glazing sales growth ahead of National
Construction Code changes coming into
force later in FY23.
The group also progressed well
with projects that deliver sustained
improvements in customer service across
all of our channels. This has resulted in
record levels of customer satisfaction
in New Zealand, with our most recent
customer survey the highest rating since
we started surveying in 2019. In AGG,
customers continue to rate us highly.
17.2
I
T
B
E
1
2
Y
F
Group EBIT
Group EBIT declined from
$17.2 million (restated1) to
$5.9 million primarily as a
result of New Zealand’s
lockdown in August
and September, higher
glass and freight costs,
and freight detention
charges. These increased
supply chain costs
were severe and had an
immediate effect on gross
profit. Market pricing
adjustments have been
implemented to recover
margins; however, these
are not fully recognised in
FY22. Pleasingly, AGG’s EBIT
improved by $0.4 million
compared to FY21. Despite
an increase in sales and
gross profit, it was largely
offset by an increase in
COVID-19 restriction and
supply chain-related costs.
New Zealand
Australia
4.5
1.2
0.9
7.2
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1 Certain comparative amounts have been restated, refer note 6:7
9
Our strategic programme
continues to unlock the
potential of the business,
with investments in capability
and quality as well as a
strong focus on improving
our offering to customers.
10
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2022 Annual Report
Our strategic programme continues
to unlock the potential of the business,
with investments in capability and quality
as well as a strong focus on improving
our offering to customers. These will all
create value opportunities for the business
alongside building code regulation change
in our markets.
In what has been another incredibly
challenging year, we’d like to take this
opportunity, on behalf of the board
and management team, to thank our
employees, customers, suppliers
and shareholders for their continued
commitment and support.
PETER GRIFFITHS
Metroglass Chair
SIMON MANDER
Metroglass CEO
Capital Management
For some time, the board has had a
clear focus on debt reduction, and this
has placed us in a strong position to
manage the impacts resulting from the
pandemic. During the year, we continued
to invest in planned capital expenditure
and increased stock levels, which resulted
in our net debt increasing from $48.0 million
to $52.3 million.
Consequently, Metroglass’ net debt to
EBITDA ratio rose to 3.78x at 31 March 2022.
In our FY21 Annual Report we outlined our
capital management approach. We continue
to hold to this with free cash prioritised
towards essential capital expenditure and
reducing debt to a point when consideration
can be given to the resumption of dividends.
It remains the board’s intention to resume
a dividend programme as soon as business
conditions allow.
Outlook
We have seen residential consenting
actively in New Zealand reach record levels.
We expect building activity to remain at
current levels for the balance of the year,
given the capacity constraints in the
industry. Similar conditions are expected
in Australia as strong approvals and
a capacity-constrained industry have
elongated the pipeline of construction.
The pandemic continues to drive an
uncertain outlook in the short to medium
term, and there is well-publicised risk
of ongoing supply chain delays, labour
shortages, increasing interest rates and
cost inflation. Our focus will be on gross
margin improvement, to manage the
inflationary pressures in our supply chain
and the constraints on labour that are
not expected to improve in the near term.
For some time, the board has had
a clear focus on debt reduction,
and this has placed us in a strong
position to manage the impacts
resulting from the pandemic.
Chair and CEO Report
Church Artwork Digitally Printed
onto 4m Glass Panes.
11
HOW WE
OPERATE
Source float
and specialty
glass such as
Low E from
international
suppliers
Processing
Cutting
Edgework
Shapes
Toughening
Heat strengthening
Heat soaking
Laminating
Digital printing
Products
Safety & security glass
Double glazing
Triple glazing
Frameless glass balustrades
Frameless glass showers
Glass canopies
Facade glass
Glazing services
Glass engineering services
Making the most of our competitive advantages
Customer Service
Dedicated customer service experts
provide technical support and advice
to customers.
Manufacturing Complexity and Scale
Significant investment in processing
automation delivers price and range
advantage with short lead times.
Distribution Footprint
A powerful distribution network provides
local connection supported by an
international supply chain. A total of
7 processing sites spanning Australia and
New Zealand, and 12 branches or retail sites
geographically spread across New Zealand.
Glass Engineering Services
Our team of technical experts solve
complex glass design problems that
meet stringent compliance standards,
for our customers.
Extensive Range
Market-leading technology and broad
product range are underpinned by
strong relationships with leading global
glass manufacturers that enables scale,
capacity and innovation.
In-house Glazing
215 glazing employees, plus additional
contractors, means aligned installation
support to meet customers’ needs.
12
2022 Annual Report How we Operate
Metro Performance Glass is at the
forefront of providing high-performance
glass and industry-leading service to
Australasian residential and commercial
glazing markets. We have an extensive
network of seven Australasian
processing plants and
12 distribution or
retail sites across
New Zealand.
882
Total employees
in New Zealand
Markets
NEW ZEALAND
AUSTRALIA
Residential
Residential
Retrofit
double
glazing
Commercial
glazing
$58.1m
Australia revenue
+11%
$178.0m
New Zealand revenue
(1%)
WHANGÃREI
BAY OF
PLENTY
AUCKLAND
HAMILTON
NEW PLYMOUTH
NAPIER
PALMERSTON NORTH
NELSON
LOWER HUTT
WELLINGTON
CHRISTCHURCH
CROMWELL
DUNEDIN
INVERCARGILL
227
Total employees
in Australia
SYDNEY
MELBOURNE
TASMANIA
— METRO DISTRIBUTION SITES
— METRO PROCESSING SITES
13
Metroglass is the
largest glass processor in
New Zealand and operates
a diversified channel
strategy across residential,
commercial glazing and
Retrofit. Our four regionally
spread processing plants
and 12 Metro Direct
branches allow us to provide
the local connections and
service that our customers
value, backed by a resilient
international network.
Strong activity before and after the
lockdown period has delivered a solid
revenue of $178.0 million, $1.8 million
(or 1%) lower than the prior year.
However, disrupted supply chains,
elevated input costs and the lockdown
period have significantly impacted
profitability as EBIT declined to
$7.4 million (FY21: $18.7 million).
The business introduced a series of
price increases to account for the
inflationary factors; however, these
will not be fully realised until FY23.
In FY22, gross profit margin declined
from 48.0% to 43.3%.
NEW ZE ALAN D
MAR KE T
REVIEW
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2022 Annual Report
New Zealand Market Review
This is the second year that a lockdown
has significantly impacted the New Zealand
business, compounding the affects of
an already strained supply chain and
dampening momentum across the industry.
Our focus has remained on strong and clear
communication with customers, sufficient
stock levels, and operational stability that
provides certainty to the market.
The recent Omicron outbreak has placed
pressure on processing facilities with
elevated absenteeism, particularly in
February and March 2022. This is now
beginning to abate. Recruitment remains
a key focus this year in order to maintain
efficiency across the business.
The Residential segment delivered
revenue of $115.6 million, 2% below the
prior year. Our efforts to diversify the
customer portfolio are progressing well
and are reflected in a stable market share.
The lockdowns and wider supply chain
disruptions created a series of project
delays in the commercial glazing segment
this year, as revenue declined 9% to
$33.5 million.
In our Retrofit segment we have continued
to see strong growth, with revenue
increasing 16% to $28.9 million.
Metroglass is well positioned
for upcoming changes to building
insulation standards in New Zealand.
In late November 2021 the Ministry for
Business, Innovation and Environment
(MBIE) announced that they would be
introducing changes to the minimum
thermal performance requirements
for compliance with the Building Code
Clause H1 Energy Efficiency.
The changes introduce six new climate
zones to better reflect the specific
weather experienced in different parts
of New Zealand. This ensures buildings
are built with specific minimum insulation
requirements for their local climate.
This is a significant change and will almost
universally require the use of Low Emissivity
(Low E) glass in windows. There is a one-
year transition period for the sector to
understand and prepare for the changes
before they become mandatory from
November 2022.
Metroglass passionately supports this
change to achieve warmer, healthier and
drier homes in New Zealand. The business
has made significant investments in Low E
technology and processing capability in
recent years. We have an experienced team,
world-class facilities, and a range of high-
performing Low E glass specifications,
which means we are well positioned to
service this evolving market.
FY22 revenue by segment
Segmental split by revenue
(1%)
Residential NZ
Commercial Glazing NZ
Retrofit NZ
65%
19%
16%
(2%)
(9%)
(16%)
$118.2m $115.6m
NZ revenue
NZ EBIT
$178m
(1%)
$7.4m
(61%)
$36.8m $33.5m
$24.9m
$28.9m
Customer survey result
Residential NZ
Commercial Glazing NZ
Retrofit NZ
FY21
FY22
8.1/101
1 Survey question: “On a scale of 1 to 10, how likely are you to
recommend Metroglass to a friend or colleague?”
15
AUSTR ALIAN
GLASS
GROU P
The transformation of
Australian Glass Group (AGG)
into a specialist double-
glazing business has gained
momentum through FY22
despite the headwinds of
COVID-19 restrictions,
disruptions to international
supply chains and reduced
employee availability.
AGG’s three processing plants servicing
the south-east Australian markets have
operated well, managing the evolving state
requirements, and limiting impacts to
its customers.
Despite the disruptive environment, AGG
generated strong sales and delivered an
11% increase in revenue to $58.1 million.
AGG’s EBIT loss of $0.3 million improved
$0.4 million on the prior year and is a
marked improvement on FY19.
Market pricing in Australia has trended
positively, in-part reflecting the cost
inflation pressures but also in recognition
of the increasing value of glass
throughout the industry. Gross Margin
improved to 28.4% from 23.7% supported
by the increase in pricing and solid
operational disciplines.
Throughout the year, market conditions
have remained positive in the construction
sector, supported by a number of state
and federal initiatives.
16
2022 Annual Report Insulglass Low E Plus® allowing high glass-
to-wall ratios and yet significant Insulation
with both high clarity and visible light.
Australian Glass Group
Late in the financial year New South Wales
was once again impacted by large-scale
flooding, disrupting the supply chain.
Pleasingly, activity in the State has now
begun to rebound.
As AGG enter the next phase of their
turnaround strategy, their focus remains
on consistent operating performance,
profitability and benefiting from regulatory
changes that will accelerate the adoption
of double-glazing in the south-east of
Australia. In FY22, double-glazing sales
grew 14%.
AGG prepare for growth in double
glazing adoption as National
Construction Code changes.
The growing use of double glazing in south-
east Australia, supported by upcoming
National Construction Code (NCC) changes,
continues to underpin our revenue growth
and future strategy.
The proposed NCC changes in Energy
Efficiency are due to be released during
FY23 and will impact AGG and the Australian
glazing Industry.
This change increases the thermal
performance requirements for new
residential buildings and will result in a
minimum standard of double glazing in
colder climate zones, for example Canberra,
the majority of Victoria and all of Tasmania.
Currently compliance with the industry
standard and construction code is satisfied
through single glazed windows. Additionally,
where standard aluminium frames are used
in colder climates (which is the majority
of our market), there will also be higher
demand in more advanced high Low E
double glazing.
FY22 revenue growth
Customer survey results
11%
$58.1m
$52.5m
Australian Glass Group
FY21
FY22
7.7/101
1 Survey question: “On a scale of 1 to 10, how
likely are you to recommend Metroglass to
a friend or colleague?”
Double glazing growth FY222
14%
(FY21 9%)
2 As measured by double glazing revenue
AGG revenue
AGG EBIT Loss
$58.1m
+11%
$(0.3)m
+57%
17
OU R
STRATEGY
T he Met r o Way
SAFETY
PRODUCT AND
PROCESS QUALITY
OUR
CUSTOMER
OUR
PEOPLE
OWNING
OUR WORK
Working safe,
living well
Right first time,
every time
At the centre of
everything we do
We value,
inspire, train and
develop our team
We take
responsibility and
work as one team
18
2022 Annual Report 1
2
3
4
Deliver market-leading customer
service to our customers
Quality and service are key differentiators
for our customers and critical to their
success and profitability.
Develop our organisational capabilities
Our people are the key to unlock our value
proposition and critical relationships with
customers. To cultivate this we are investing
in our people, their capabilities and our
support systems.
Uphold our scale strength through
product and channel leadership
Metroglass’ scale and leadership position in
the New Zealand flat-glass market provides
advantages across customer support,
procurement, manufacturing and distribution.
We will continue to operate across multiple
channels in NZ, offering varied cycle exposures
and growth opportunities.
AGG operate in a much larger and more
fragmented market where a smaller targeted
player can be successful. AGG will continue to
build a strong market position targeted on
providing double glazing and high-performance
glass in the south-east Australian market.
Glass is a rapidly evolving product and we are
well placed to continue to provide market-
leading offerings.
Leverage our scale to deliver
solutions efficiently
A persistent focus on increasing efficiency
and automation and lowering costs is
essential for the long-term sustainability
of our business, and to enable us to compete
successfully against imports and changing
industry dynamics.
Our Strategy
• NZ market share in the key Residential segment for FY22
was stable compared to FY21, driven by a focus on customer
retention and customer acquisition strategies
• Conducted our sixth group-wide customer survey, with
New Zealand achieving their highest result with 8.1 out of 101
• AGG results remained strong at 7.7 out of 10
• Further developed the AGG business as a leading supplier
of high-performance double glazing in south-east Australia,
positioning well for the upcoming National Construction
Code (NCC) changes that will necessitate the use of double
glazing in colder climate
• Implemented an environmental and health monitoring
programme for capturing baseline, new and ongoing data for
environmental and personal exposure to job- related health
hazards to develop an informed hazard management plan
• Continued the implementation of our online safety
management platform for capturing and reporting safety
and health data to facilitate effective risk management
through measurement and recording of KPIs, action plans
and compliance assurance
• We continue to support, upskill and build capability in our
production and glazing, with more than 79 apprentices
enrolled. In FY22, 8 employees completed their qualification
• Retrofit, our direct-to-consumer business, again
strengthened its channel leadership position with
revenue increasing 16% as consumers spent more
on home renovation
• Provided commercial and technical leadership through
the H1 Building Code industry consultation process,
culminating in a number of changes announced by the
Ministry of Business, Innovation and Environment (MBIE)
that recognises the significant thermal performance
improvements available through the use of high-performing
Low E glass
• AGG continued to grow their high-performance double-
glazing product offering, increasing double-glazing sales
by 14%
• Global supply chain disruption has been an ongoing challenge
across both New Zealand and Australia. Through our
advanced planning and logistics capability, we have ensured
our plants have maintained operations without significant
disruption to customers
• Reduced per-unit energy and water consumption across
our manufacturing footprint through targeted capital
investments and focused lean manufacturing problem-
solving techniques
• Successfully implemented our capital investment
programme, improving capability, quality and capacity.
1 Question: “On a scale of 1 to 10, how likely are you to recommend Metroglass to a friend or colleague?
19
ESG/
SU STA I N-
ABI LIT Y
Lamination Line Cleaning
and Quality Control
As one of Australasia’s
leading manufacturers and
installers of double-glazing
and glass products, it is
important that we take an
active role in understanding
our environmental and
social impact. As part
of our purpose to make
lives brighter every day,
the group is committed
to sustainability within
the environment in which
we operate and the
communities we serve.
We know enhancing our strong
environmental, social and governance
credentials will help us create long-term
value and this year we have continued to
build on our approach to Environmental,
Social and Governance (ESG) reporting.
20
2022 Annual Report ESG / Sustainability
T he Met r o Way
SAFETY
PRODUCT AND
PROCESS QUALITY
OUR
CUSTOMER
OUR
PEOPLE
OWNING
OUR WORK
Working safe,
living well
Right first time,
every time
At the centre of
everything we do
We value,
inspire, train and
develop our team
We take
responsibility and
work as one team
Environmental
Social
Governance
• Launched the group’s first Environmental
Sustainability Policy.
• 99% of Metroglass New Zealand’s glass
processing waste is recycled for use
in other products, such as insulation.
• Key resources in the processing of glass
are electricity and water, and we are
committed to making efforts to reduce
our consumption.
• Water is reused in our production
process, and rainwater is collected
from our roof at our Highbrook site.
• Approximately 13% of the electricity
used at AGG’s Victoria plant is from
solar panels on the factory roof.
• Variable Speed Drives (VSD) have been
installed on motors, which is expected
to reduce electricity consumption by
up to 40% of certain furnace assets.
• We have started to develop our first
Group Carbon emission footprint.
• We are collaborating with our
suppliers on initiatives to reduce
the environmental impact from
within our supply chain.
• Our culture is reflective of our core
• We regularly review our corporate
governance systems and always look
for opportunities to improve, complying
with the recommendations of the
NZX Corporate Governance Code in
all material respects.
• The performance of the board is
independently reviewed to ensure
the collective and individual directors
are performing to a high standard.
The last review was carried out by
Propero Consulting in 2021, and
a skills matrix is presented in the
Annual Report on p. 70.
• The board has initiated workstreams
to enhance our Enterprise Risk
Management frameworks, focused
on the standards set by the External
Reporting Board (XRB) and the Task
Force for Climate-related Disclosures
(TCFD) recommendations.
33%
Female representation on
board and SLT
values: “The Metro Way”:
• The safety and wellbeing of our people
are fundamental and are underpinned by
a clear set of principles and a workplan
to embed a strong safety and wellbeing
management system. Our key measure
of TRIFR1 continues to trend lower,
the Group measure was 5.89 in FY22
(FY21: 5.48; FY20: 8.03).
• Health and wellness checks were offered
to all NZ employees during the year.
• All Metroglass New Zealand
employees are offered free health
insurance as a standard part of
their remuneration package.
• 79 apprentices enrolled at
31 March 2022; 8 qualified in FY22.
• A flexible working policy has
been introduced.
• Metroglass is committed to providing a
supportive environment throughout the
company, fostering diversity and inclusion:
− 33% female representation on
the board
− 33% female representation on the
Senior Leadership Team (SLT).
• We are committed to all employees
and contractors being paid a fair
and equitable wage.
• We are providing training and
guidance to hiring managers focused
on eliminating unconscious bias from
our recruitment processes and systems.
1 Total Reportable Incident Frequency Rate (TRIFR) is measured by calculating the number of medical treatment cases, and lost-time injuries per 200,000 hours worked.
21
BOARD OF
DIRECTOR S
PETER GRIFFITHS
Independent, Non-Executive Chair
and Member of the People and
Culture Committee
Appointed: September 2016
After a career in the energy industry
Peter has become a professional
director. His last executive position
was as Managing Director of BP Oil
New Zealand, retiring in 2009. He has
previously served on a number of boards
including Z Energy, Marsden Maritime
Holdings, The New Zealand Refining
Company, and New Zealand Oil and Gas.
He is also Chair of the New Zealand
Business and Parliament Trust and has
private interests in general aviation.
Peters holds a Bachelor of Science
(Honours) from Victoria University
of Wellington.
JULIA MAYNE
Independent, Non-Executive Director,
Member of the Audit and Risk Committee
JENN BESTWICK
Independent, Non-Executive Director,
Member of the Audit and Risk Committee
Appointed: September 2021
Appointed: May 2022
Julia is Sydney based and is currently
the Head of Commercial at Scottish
Pacific Business Finance. Prior to this,
she completed several consulting,
programme management or Acting CEO
roles focused on business improvement.
From 2001 to 2015, Julia held senior
financial leadership positions across
the Fletcher Building Group, including
the roles of General Manager Finance
– Building Products division, the CFO of
the Crane Division, and Divisional Finance
Manager – Stramit Building Products. Julia
is a qualified CPA, has a CPA MBA from
Deakin University, a Bachelor of Commerce
(Honours) from the University of NSW
and a Bachelor of Commerce from the
University of Wollongong.
Jenn’s background is in strategy and
organisational performance and she
has previously held a number of senior
management roles and performed
various reviews for government agencies.
Jenn currently works across sectors
as diverse as science and Innovation,
education, tourism, engineering and
environment. She is also the Chair of
Tonkin + Taylor Group Limited, Chair
of the Tertiary Education Commission,
and holds directorships for Invercargill
City Holdings Limited and Antarctica
New Zealand. Jenn has a Bachelor of
Laws from the University of Nottingham,
UK, and is a Member of the Institute
of Directors.
22
2022 Annual Report Board of Directors
RHYS JONES
Independent, Non-Executive
Director, Member of the People
and Culture Committee
Appointed: April 2018
Rhys has had a 30-year career working
in the Australasian building material and
packaging industries. He is currently the
Managing Director and CEO of Vulcan
Steel Limited, a dual-listed trans-
Tasman steel distributor with over 30
business units across Australasia. He
is also a director of Carbine Aginvest
Corporation Limited (formally Tru-
Test Corporation Limited) and Ridley
Corporation Limited. Prior to joining
Vulcan Steel in 2006, Rhys has held
senior roles, in particular with Carter
Holt Harvey Ltd and Fletcher Challenge,
including as Chief Operating Officer of
the Pulp, Paper and Packaging business
of Carter Holt Harvey. He holds a Master
of Business Studies from Massey
University and a Bachelor of Science
from Victoria University of Wellington.
GRAHAM STUART
Independent, Non-Executive Director,
Chair of the Audit and Risk Committee
Appointed: December 2019
Graham has over 30 years’ experience in
senior executive and governance roles
in New Zealand and internationally. He
was previously the CEO of Sealord Group
from 2007 to 2014 and prior to that was
CFO and Director of Strategy with the
Fonterra Co-operative Group from 2001
to 2007. Graham is the Chair of EROAD
Limited, an independent director and
Chair of the audit committee of Tower
Limited, independent director and Chair
of Northwest Healthcare Property
Management Limited. He is a Fellow of
Chartered Accountants Australia &
New Zealand. Graham has a Master of
Science from Massachusetts Institute of
Technology and a Bachelor of Commerce
from the University of Otago.
MARK EGLINTON
Independent, Non-Executive
Director, Chair of the People
and Culture Committee
Appointed: April 2020
Mark is currently the Group Chief Executive
Officer and a director of NDA Group,
a leading international engineering and
fabrication business. Prior to this, he
was the Chief Executive Officer of Tenon
Limited (NZX listed at that time) from 2005
to 2009 and held several senior positions
with Fletcher Building, including the role of
Managing Director of Fletcher Aluminium
& Plyco Doors from 1999 to 2001. Mark has
a Bachelor of Commerce and a Bachelor
of Laws from the University of Otago.
23
SEN IOR
LEA DERSHIP
TEA M
24
2022 Annual Report Senior Leadership Team
SIMON MANDER
Chief Executive Officer
Simon has broad leadership expertise at
senior levels across industries ranging
from ag-tech, building products, to
flexible and fibre-based packaging.
During Simon’s career, he has specialised
in performance improvement, as well as
in strategy development and execution.
He has worked internationally in a
number of industries and has recent
experience in the New Zealand and
Australian building products market.
Simon joined Metroglass from Tru-Test
Corporation Limited, a world-leading
New Zealand-based ag-tech company
where he was CEO. Prior roles have
been with well-known companies such
as Fletcher Building, DS Smith, Carter
Holt Harvey, Partners in Performance,
Lion Nathan and McKinsey. He was also
a director of NZX-listed Wellington Drive
Technologies for ten years.
Simon has a trade background in aircraft
engineering and holds a Bachelor of
Engineering (Mech) from the University
of Auckland. In addition, he represented
New Zealand in yachting on a number of
occasions including in the International
470 class at the 1988 Olympic Games.
BRENT MEALINGS
Chief Financial Officer
Brent was appointed as Chief Financial
Officer in January 2020. He joined
Metroglass following a 17-year career
with Fonterra Co-operative Group
where he held various leadership positions,
most recently Director Commercial Global
Operations. Prior to Fonterra Brent worked
within New Zealand and internationally
in other industries including brewing,
management consulting, electricity
generation and gold mining.
Brent is a Chartered Accountant and holds
a Master of Business Administration from
the University of Canterbury.
ROBYN GIBBARD
General Manager
Upper North Island
Robyn leads the Upper North Island region
for Metroglass and has worked in the
business for more than 20 years. She
has previously led Metroglass’ sales force
nationally and held many customer-facing
roles across commercial glazing, branch
management and sales management.
ANDREAS PAXIE
General Manager
Lower North Island
Andreas leads the Lower North Island
region and joined the company in March
2022. He has a strong background in
commercial sales, project management
and general management across a wide
variety of industries and was most
recently National Sales Manager for
Securely and General Manager for the
Lower North Island for Wormald. Andreas
has also been a senior leader for a diverse
range of other companies including IBM,
Pacific Wallcoverings and ACCO brands.
He holds a Bachelor of Technology
(Operations Research) from Massey
University, and a postgraduate Diploma in
Business from Henley Management College.
NICK HARDY-JONES
General Manager South Island
Nick leads the South Island region for
Metroglass and has been with the company
since 2016. He previously spent five years
in leadership roles within Metroglass’
South Island Commercial and Glazing
Businesses. Prior to working in the glass
industry, Nick held category, product
and sales management roles within the
commercial and residential roofing and
cladding industries. He holds a Bachelor
of Commerce from the University
of Canterbury.
AMANDEEP KAUR
Group Safety and Wellbeing Manager
Amandeep leads Group Health and
Safety across both our New Zealand and
Australia businesses, responsible for the
development and implementation of our
health and safety strategy. She brings
with her a wealth of experience, with
strengths in creating and implementing
a high-performing safety culture.
Before joining the company, Amandeep
held senior health and safety roles at
Harrison Grierson, Sinclair Knight Merz,
and Compass Group, after starting her
career in quality assurance with Nestlé,
Frucor and Real Foods.
Amandeep holds a Master in Food
Science Technology as well as a
Graduate Diploma in Occupational
Health and Safety.
DAYNA ROBERTS
Human Resources Director
Dayna leads Metroglass’ Human Resources
team nationally. She has over 10 years’
experience in HR, Talent and Recruitment,
spending eight years at Fletcher Building
before commencing with Metroglass. Dayna
holds a Bachelor of Business in Marketing
and Management and an NZ Diploma in
Business from the Auckland University
of Technology.
BARRY PATERSON
General Manager Commercial
Glazing and Technical
Barry leads Metroglass’ technical team
and commercial glazing business nationally.
He has 15 years of experience across
the New Zealand and Australian glass
industries. Barry has held a diverse range
of commercial and management finance
roles in the arable and manufacturing
industries, and was a director on the
board of Westland Milk Products from
2010 to 2016.
He holds a Bachelor of Commerce and
Management and a Postgraduate Diploma
in Marketing from Lincoln University.
NICK JOHNSON
Chief Information Officer
Nick joined Metroglass’ Senior
Leadership Team as Chief Information
Officer in December 2017. He has broad
experience in strategic and operational
management, having held several senior
roles in quality assurance, manufacturing
and IT.
With over 18 years’ experience in IT
professional services organisations,
Nick has worked closely with a variety of
different industries across New Zealand,
Australia and the Asia-Pacific region.
He has experience working in primary
(meat, dairy, produce, wine and forestry),
manufacturing (food, pharmaceuticals
and engineering), supply chain, FMCG,
retail and utilities industries. Nick has also
worked with not-for-profit organisations,
including charities.
He has a Bachelor of Science (Honours)
in Chemistry and is a graduate of the
Royal Society of Chemistry.
25
Non-GA AP Fin an ci al In forma ti o n
NON-GAAP FINANCIAL INFORMATION
Metroglass’ standard profit measure prepared under New Zealand Generally Accepted Accounting Practice (GAAP) is profit for the
period, or net profit after tax. Metroglass has used non-GAAP measures which are not prepared in accordance with New Zealand
International Financial Reporting Standards (NZ IFRS) when discussing financial performance in this document. The directors and
management believe that these non-GAAP financial measures provide useful information to readers to assist in the understanding
of the Group’s financial performance, financial position or returns, and used internally to evaluate the performance of business units
and to establish operational goals. These measures should not be viewed in isolation, nor considered as a substitute for measures
reported in accordance with NZ IFRS. Non-GAAP financial measures may not be comparable to similarly titled amounts reported by
other companies.
Definitions of non-GAAP financial measures used in this report:
* EBITDA: Earnings before interest, tax, depreciation and amortisation.
* EBITDA before significant items: EBITDA less significant items; being: FY21 gain on disposal of vehicles under sales and
leaseback agreement.
* EBIT before significant items: EBIT less significant items, being: FY21 gain on disposal of vehicles under sales and leaseback agreement.
* NPATA: Profit for the period before the amortisation of acquisition-related intangibles and its associated tax effect.
GAAP TO NON-GAAP RECONCILIATION
Full year to 31 March
Profit for the period before significant items
Add: Gain on disposal of vehicles under sale and leaseback agreement
Profit for the period (GAAP)
Add: Taxation expense
Add: Net finance expense
Earnings before interest and tax (EBIT) (GAAP)
Add: Depreciation and amortisation
EBITDA
EBIT (GAAP)
Less: Gain on disposal of vehicles under sale and leaseback agreement
EBIT before significant items
EBITDA
Less: Gain on disposal of vehicles under sale and leaseback agreement
EBITDA before significant items
FY22
($M)
(0.5)
–
(0.5)
0.0
6.3
5.9
18.7
24.6
5.9
–
5.9
24.6
–
24.6
FY21
($M)
7.2
1.0
8.1
3.3
6.8
18.2
20.3
38.5
18.2
(1.0)
17.2
38.5
(1.0)
37.5
26
2022 Annual Report d
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OUR
RES ULTS
CONTENTS
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
1. Basis Of Preparation
2. Financial Performance
3. Working Capital
4. Long-Term Assets
5. Debt & Equity
6. Other
28
29
30
31
33
33
35
38
47
52
56
27
Conso lidated Sta te me nt o f Co m pr ehens i ve Income
for the ye ar e nded 31 Mar ch 2 02 2
Sales revenue
Cost of sales
Gross profit
Distribution and glazing-related expenses
Selling and marketing expenses
Administration expenses
Other income and gains and losses
Profit before significant items, interest and tax
Significant items
Profit before interest and tax
Finance expense
(Loss)/Profit before income taxation
Income taxation (expense)
(Loss)/Profit for the year
Other comprehensive income
Items that may be reclassified to profit or loss in the future:
Exchange differences on translation of foreign operations
Cash flow hedges (net of tax)
Total comprehensive (loss)/ income for the year
attributable to shareholders
Earnings per share
NOTES
CONSOLIDATED CONSOLIDATED
2.1
2.1
2.6
2.4
6.1
2022
$’000
236,063
(142,472)
93,591
(45,441)
(13,160)
(32,446)
3,367
5,911
–
5,911
(6,327)
(416)
(43)
(459)
(474)
612
(321)
2021
$’000
(Restated)1
232,274
(133,427)
98,847
(43,361)
(13,267)
(32,429)
7,421
17,211
951
18,162
(6,768)
11,394
(3,289)
8,105
530
(1,151)
7,484
Basic and diluted earnings per share (cents per share)
2.5
(0.2)
4.4
1 Certain comparative amounts have been restated, refer note 6.7
The Board of Directors authorised these financial statements for issue on 22 June 2022
For and on behalf of the Board:
Peter Griffiths
Chair
Graham Stuart
Director
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
28
2022 Annual Report Consolidated Stat e me n t o f Fi n anc i al Pos i t ion
at 3 1 M arc h 2022
NOTES
CONSOLIDATED
CONSOLIDATED
2022
$’000
2021
$’000
(Restated)1
ASSETS
Current assets
Cash and cash equivalents
Trade receivables
Inventories
Derivative financial instruments
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Deferred tax assets
Financial assets at fair value through profit or loss
Intangible assets
Other non-current assets
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Deferred income
Income tax liability
Derivative financial instruments
Lease liabilities
Provisions
Total current liabilities
Non-current liabilities
Interest-bearing liabilities
Derivative financial instruments
Lease liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Retained earnings
Group reorganisation reserve
Share-based payments reserve
Foreign currency translation reserve
Cash flow hedge reserve
Total equity
1 Certain comparative amounts have been restated, refer note 6.7
3.1
3.2
3.5
4.1
4.2
6.2
3.5
4.3
3.3
3.4
3.5
5.2
3.6
5.1
3.5
5.2
3.6
5.3
6.3
6.3
13,064
34,957
27,402
68
2,570
78,061
54,748
70,505
10,965
2,098
54,710
1,051
194,077
272,138
30,626
2,608
518
274
6,535
1,920
42,481
65,319
274
74,745
3,790
144,128
186,609
85,529
307,198
(51,735)
(170,665)
1,366
41
(676)
85,529
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
7,530
33,978
22,379
136
2,280
66,303
52,467
50,626
10,638
2,576
56,632
–
172,939
239,242
27,862
2,076
445
374
6,559
1,724
39,040
55,519
1,575
54,042
3,665
114,801
153,841
85,401
307,198
(51,571)
(170,665)
1,212
515
(1,288)
85,401
29
Conso lidated Sta te me nt o f Ch a n ge s i n Eq ui ty
for the ye ar e nded 31 Mar ch 2 02 2
Opening balance at 1 April 2021
(Loss)/Profit for the year
Movement in foreign currency translation reserve
Other comprehensive income for the year
Total comprehensive income/(loss) for the year
Dividends paid
Expiry of share-based payments
Movement in share-based payments reserve
Total transactions with owners, recognised directly in equity
CONSOLIDATED 2022
Contributed
Equity
$’000
Notes
Reserves
$’000
307,198
(170,226)
–
–
–
–
–
–
–
–
–
(474)
612
138
–
(294)
448
154
5.2
6.3
Retained
earnings
$’000
(51,571)
(459)
–
–
(459)
–
294
–
294
Total
$’000
85,401
(459)
(474)
612
(321)
–
–
448
448
Balance at 31 March 2022
307,198
(169,934)
(51,735)
85,529
CONSOLIDATED 2021 (RESTATED)1
Contributed
Equity
$’000
Notes
Reserves
$’000
Retained
earnings
$’000
Opening balance at 1 April 2020, as previously reported
307,198
(169,886)
(61,469)
Fair value restatement of financial asset
Restated opening balance at 1 April 2020
Restated profit for the year
Movement in foreign currency translation reserve
Other comprehensive income /(loss) for the year
Total comprehensive income/(loss) for the year
Dividends paid
Movement in share-based payments reserve
Total transactions with owners, recognised directly in equity
6.7
6.7
6.3
–
–
1,793
307,198
(169,886)
(59,676)
–
–
–
–
–
–
–
–
530
(1,151)
(621)
–
281
281
8,105
–
–
8,105
–
–
–
Total
$’000
75,843
1,793
77,636
8,105
530
(1,151)
7,484
–
281
281
Balance at 31 March 2021
307,198
(170,226)
(51,571)
85,401
1 Certain comparative amounts have been restated, refer note 6.7
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
30
2022 Annual Report Consolidated Stat e me n t o f Ca s h F l ow s
for t he ye ar en ded 31 M arch 20 22
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Government wage subsidy and grants received
Interest received
Interest paid
Interest paid on leases
Income taxes paid
Net cash inflow from operating activities
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
Payments for property, plant and equipment
Payments for intangible assets
Net cash outflow from investing activities
Cash flows from financing activities
Lease liability principal payments
Drawdown/ (repayment) of borrowings (net)
Drawdown of other financing
Other financing principal payments
Net cash inflow/(outflow) from financing activities
Net increase/(decrease)
Cash and cash equivalents at the beginning of the year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the year
1 Certain comparative amounts have been restated, refer note 6.7
CONSOLIDATED CONSOLIDATED
2022
$’000
2021
$’000
(Restated)1
235,939
(218,051)
2,470
100
(3,448)
(3,139)
(617)
13,254
358
(10,399)
(89)
(10,130)
(6,940)
10,257
(803)
–
2,514
5,638
7,530
(104)
13,064
234,450
(198,523)
6,510
100
(3,094)
(3,064)
(7,532)
28,847
3,714
(5,793)
(225)
(2,304)
(5,789)
(31,146)
3,632
(445)
(33,748)
(7,205)
14,742
(7)
7,530
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
The table below sets out the annual movement in net debt:
Opening balance of interest-bearing liabilities at 1 April
Drawdown/ (repayment) of borrowings (net)
Other financing movement (net)
Foreign exchange and other adjustments
Closing balance of interest-bearing liabilities at 31 March
Less: cash and cash equivalents
Net debt at 31 March
CONSOLIDATED CONSOLIDATED
2022
$’000
55,519
10,257
(803)
346
65,319
(13,064)
52,255
2021
$’000
81,630
(31,146)
3,187
1,848
55,519
(7,530)
47,989
31
Conso lidated Sta te me nt o f Ca s h F l ow s ( co nt in ued )
for the ye ar e nded 31 Mar ch 2 02 2
Reconciliation of profit/(loss) after income tax to net cash inflow from operating activities
(Loss)/profit for the Year
Adjustments for:
Depreciation and amortisation
Property, plant and equipment (gain)/ loss on disposal
Share-based payments expense
Movement in deferred tax
Movement in credit loss provision
COVID-19 rent relief
Surplus/(loss) on disposal of assets
Movement in financial asset at fair value through profit or loss and associated non-cash income
Lease modification
Other
Impact of changes in working capital items
Trade and other receivables
Inventory
Other current assets
Trade accounts payable and employee entitlements
Deferred income
Interest accruals
Provisions
Income tax liability
CONSOLIDATED CONSOLIDATED
2022
$’000
2021
$’000
(459)
8,105
18,687
–
448
(751)
(635)
(138)
(42)
(789)
(222)
451
20,304
(951)
281
(1,942)
(1,435)
(367)
324
(583)
–
211
17,009
15,842
(420)
(5,073)
(293)
1,817
533
(69)
195
14
(3,296)
1,243
2,072
5,732
2,608
(5,293)
184
675
(2,321)
4,900
Net cash inflow from operating activities
13,254
28,847
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
32
2022 Annual Report Notes to the Co nsoli da t ed F in a nci a l St ate ment s
1 BASIS OF PREPARATION
1.1 Basis of preparation
Reporting entity
These financial statements are for Metro Performance Glass Limited (‘the Company’) and its subsidiaries (together, ‘the Group’).
The Group supplies processed flat glass and related products primarily to the residential and commercial building sectors.
The Company is a for-profit entity for financial reporting purposes and has operations and sales in New Zealand and Australia.
Statutory base
The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is
5 Lady Fisher Place, East Tamaki, Auckland.
Basis of preparation
These consolidated financial statements have been approved for issue by the Board of Directors on 22 June 2022.
The consolidated financial statements of the Group have been prepared in accordance with Generally Accepted Accounting Practice
in New Zealand (NZ GAAP). The Group is a for-profit entity for the purposes of complying with NZ GAAP. The consolidated financial
statements comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS), other New Zealand
accounting standards and authoritative notices that are applicable to entities that apply NZ IFRS. The consolidated financial
statements also comply with International Financial Reporting Standards (IFRS).
Metro Performance Glass Limited is a limited liability company registered under the New Zealand Companies Act 1993 and is a Financial
Market Conduct reporting entity under Part 7 of the Financial Markets Conduct Act 2013. The financial statements of the Group have
been prepared in accordance with the requirements of the New Zealand Stock Exchange (NZX) Main Board Listing Rules.
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial
assets and financial liabilities at fair value.
Principles of consolidation
The financial statements incorporate the assets and liabilities of all subsidiaries of Metro Performance Glass Limited (‘the company’
or ‘the parent entity’) as at 31 March 2022 and the results of all subsidiaries for the year then ended.
Subsidiaries are all entities over which the Group has control. It is a controlled entity of the Group if the Company is exposed and has
a right to variable returns from the entity and is able to use its power over the entity to affect those returns. Subsidiaries are fully
consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses
are also eliminated unless the transaction provided evidence of the impairment of the asset transferred.
Goods and Services Tax (GST)
The statement of comprehensive income has been prepared so that all components are stated exclusively of GST. All items in the
statement of financial position are stated net of GST, with the exception of receivables and payables, which include GST invoiced.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal
the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed in each accounting note as appropriate.
33
Notes to the Consolidated Financial Statements Going concern
During the year ended 31 March 2022 the Group was adversely affected by shut down periods and operating disruptions caused by the
COVID-19 pandemic and supply chain constraints. As a result, the loss for the year was $0.5 million (2021: $8.1 million profit) and the net
debt increased from $48.0 million at 31 March 2021 to $52.3 million at 31 March 2022.
The Directors have considered the forecast cash flows and covenant compliance for the foreseeable future (see note 5.1 regarding
covenant changes agreed during the year) and have concluded that the Group will be able to comply with those covenants for the 12
months following the approval of the consolidated financial statements. The Directors have considered the funding requirements and
note that the Group’s loan facilities do not expire until October 2023 and there is no indication that these will not be able to be renewed
or refinanced at that time. This period of time provides the Group with various options to refinance its borrowings.
Further detail on the Group’s forecasts, which reflect the matters referred to above and are used in the assessment of both forecast
financial covenant compliance and the carrying value of goodwill, is provided in note 4.3.
Notwithstanding this challenging period, taking regard of the above and while acknowledging the uncertainties around forecasting in
the COVID-19 environment, the Directors consider these uncertainties do not represent material uncertainties affecting the going
concern position of the Group. Accordingly, the financial statements are prepared on a going concern basis.
Foreign Currency Translation
Functional and presentation currency
The consolidated financial statements are presented in New Zealand dollars, which is the Company’s functional and presentation
currency and rounded where necessary to the nearest thousand dollars.
Transactions and balances
Foreign currency transactions are translated using the exchange rates prevailing at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of
monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. They are deferred in equity if
they relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment
in a foreign operation.
The results and financial position of foreign operations that have a functional currency different from the presentation currency
are translated into the presentation currency as follows:
• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
• income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average
exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the dates of the transactions), and
• all resulting exchange differences are recognised in ‘Other comprehensive income’.
Changes in Accounting Policy and Disclosures
New and amended standards adopted by the Group
The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 March 2021,
and as described in those annual financial statements, apart from the change below.
Change in Intangible Assets Accounting Policy
In March 2021, the IFRS Interpretations Committee (Committee), which is responsible for interpreting the application of IFRS, issued an
agenda decision that the cost incurred in configuring and customising software provided under SaaS arrangements must be expensed
immediately unless they:
• create an intangible asset, separate from the software, that the customer controls; or
• are paid to the supplier (or their agent) of the cloud-based software for significant customisation work (in a way that such work is
not seperable from the base software), in which case the costs are recorded as a prepayment for services and amortised over the
expected term of the SaaS arrangement.
The Committee’s agenda decision was ratified by the International Accounting Standards Board in April 2021. Refer to note 6.7.
1.2 COVID-19
The global pandemic in relation to COVID-19 was declared by the World Health Organization on 11 March 2020. An outbreak of the Delta
variant in New Zealand during August 2021, and the subsequent Alert Level 4 and 3 lockdowns imposed by the New Zealand Government
had a significant impact on the Group’s second-quarter performance, particularly as the New Zealand operations were deemed non-
essential and as result were closed under Alert Level 4 conditions. The New Zealand operations have been able to operate at the other
alert levels. The Group’s Australian business has continued to operate during the period, albeit with a number of restrictions impacting
the efficiency of the operation.
34
2022 Annual ReportNotes to the Consolidated Financial Statements (continued) 2 Financial Performance
2.1 Segment Information
Operating segments of the Group at 31 March 2022 have been determined based on financial information that is regularly reviewed
by the Board in conjunction with the Chief Executive Officer and Chief Financial Officer, collectively known as the Chief Operating
Decision-maker for the purpose of allocating resources, assessing performance and making strategic decisions.
Substantially all of the Group’s revenue is derived from the sale of glass and related products and services. This revenue is split by
channel only at the revenue level into Commercial Glazing, Residential and Retrofit. Commercial glazing revenue reflects sales through
four specific commercial glazing operations in New Zealand. The allocation of sales between residential and commercial can be difficult
as the Group does not always know the end-use application. Following the acquisition of Australian Glass Group Pty Ltd (AGG) on
1 September 2016 the Group operates in two geographic segments, New Zealand and Australia.
In the tables below:
• Group costs consist of insurance, professional services, director fees and expenses, listed company fees and share incentive
scheme costs.
• Refer to Note 2.4 for details of significant items.
Commercial Glazing
Residential
Retrofit
Total revenue
Gross profit
Segmental EBITDA before significant items
Group costs
Group EBITDA before significant items
Depreciation and amortisation
EBIT before significant items
Significant items
EBIT
Segment assets
Segment non-current assets (excluding deferred tax assets)
Segment liabilities
CONSOLIDATED 2022
Australia
$’000
Eliminations and
Other
$’000
New Zealand
$’000
33,457
115,592
28,941
177,990
77,107
21,189
–
(13,282)
7,367
–
7,367
326,147
135,316
97,837
–
58,077
–
58,077
16,488
4,558
–
(4,865)
(307)
–
(307)
69,997
47,796
26,968
–
(4)
–
(4)
(4)
–
(1,149)
–
(1,149)
–
(1,149)
(124,006)
–
61,804
Group
$’000
33,457
173,665
28,941
236,063
93,591
25,747
(1,149)
24,598
(18,687)
5,911
–
5,911
272,138
183,112
186,609
35
Notes to the Consolidated Financial StatementsNotes to the Consolidated Financial Statements (continued) Commercial glazing
Residential
Retrofit
Total revenue
Gross profit
Segmental EBITDA before significant items
Group costs
Group EBITDA before significant items
Depreciation and amortisation
EBIT before significant items
Significant items
EBIT
Segment assets
Segment non-current assets (excluding deferred tax assets)
Segment liabilities
2.2 Revenue
CONSOLIDATED 2021
Australia
$’000
Eliminations and
Other
$’000
New Zealand
$’000
36,761
118,171
24,852
179,784
86,384
33,759
–
(15,089)
18,670
951
19,621
300,429
115,320
75,832
–
52,490
–
52,490
12,463
4,505
–
(5,215)
(710)
–
(710)
65,950
46,981
21,989
–
–
–
–
–
–
(749)
–
(749)
–
(749)
(127,137)
–
56,020
Group
$’000
36,761
170,661
24,852
232,274
98,847
38,264
(749)
37,514
(20,304)
17,211
951
18,162
239,242
162,301
153,841
Accounting policy
Revenue comprises the value of the consideration received for the sale of goods and services, net of GST, rebates and discounts and
after eliminating sales within the Group.
The Group derives revenue from the sale of customised glass products. Revenue is recognised at a point in time when a Group entity
has transferred control, which is when it has delivered the glass products to the customer, the customer has accepted the products
and collectability of the related receivables is highly probable.
The Group also provides glazing services along with the sale of its glass products. Revenue is recognised for the glazing and associated
glass products when the glazing services have been completed, the customer has approved the installation services and collectability
of the related receivables is highly probable.
2.3 Operating expenditure
Raw materials and consumables used
Employee benefit expenses
Subcontractor costs
Depreciation and amortisation
Transportation and logistics
Occupancy costs
Advertising
Other expenses
CONSOLIDATED CONSOLIDATED
2022
$’000
72,421
100,239
6,220
18,687
9,221
1,405
938
24,388
2021
$’000
63,701
99,136
5,423
20,304
8,146
1,052
879
23,843
Total cost of sales, distribution and glazing related expenses, selling and marketing
expenses, and administration expenses
233,519
222,484
36
2022 Annual ReportNotes to the Consolidated Financial Statements (continued) Audit and review of financial statements
Audit and review of financial statements - PwC
Other services performed by PwC
Tax review
Assurance report relating to the Group’s covenant compliance certificate
2.4 Significant items
Gain on disposal of vehicles under sale & leaseback agreement
Total significant items before taxation
Tax expense/(benefit) on above items
Total significant items after taxation
CONSOLIDATED CONSOLIDATED
2022
$’000
581
5
6
592
2021
$’000
367
5
372
CONSOLIDATED CONSOLIDATED
2022
$’000
–
–
–
–
2021
$’000
(951)
(951)
266
(685)
Accounting policy
Significant items are a non-GAAP measure and are based on the Group’s internal policy as follows. Transactions considered for
classification as significant items are material restructuring costs, acquisition and disposal costs, impairment or reversal of impairment
of assets, business integration, and transactions or events outside of the Group’s ongoing operations that have a significant impact on
reported profit.
2.5 Earnings per share
Basic
Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average number of ordinary shares
outstanding during the period. The diluted earnings per share are the same as the basic earnings per share.
Profit/(loss) after tax ($'000)
Weighted average number of ordinary shares outstanding ('000s)
Basic earnings per share (cents per share)
CONSOLIDATED CONSOLIDATED
2022
(459)
185,378
(0.2)
2021
8,105
185,378
4.4
Net tangible assets
Net tangible assets per share is a non-GAAP measure that is required to be disclosed by the NZX Listing Rules.
The calculation of the Group’s net tangible assets per share and its reconciliation to the consolidated balance sheet is presented below:
Total assets ($'000)
Less: intangible assets
Less: total liabilities
Net tangible assets ($'000)
Shares on issue at the end of the period ('000s)
Net tangible assets per share (cents per share)
CONSOLIDATED CONSOLIDATED
2022
272,138
(54,710)
(186,609)
30,819
185,378
16.62
2021
(Restated)
239,242
(56,632)
(153,841)
28,769
185,378
15.52
37
Notes to the Consolidated Financial StatementsNotes to the Consolidated Financial Statements (continued) 2.6 Other income and gains and losses
NZ Government Wage Subsidy and Grants
Financial assets at fair value through profit or loss - fair value movement and
income receipts from the investment
Other
Note
6.7
CONSOLIDATED
CONSOLIDATED
(RESTATED)
2022
$’000
2,470
889
8
3,367
2021
$’000
6,461
683
277
7,421
NZ Government Wage Subsidy
The Group applied for the New Zealand Government wage subsidy in August 2021, receiving two payments in late August and early
September of $2.2 million in total (for the year ended 31 March 2021: $6.1 million).
Grants from the government are recognised at their fair value where there is reasonable assurance that the grant will be received and
when the Group will comply with the attached conditions. Government grants relating to income are deferred and recognised in profit
or loss over the period necessary to match them with the conditions that they are intended to compensate.
3 Working Capital
3.1 Trade receivables
The following table summarises the impact of the credit loss provision on the trade receivables balance:
CONSOLIDATED CONSOLIDATED
2022
$’000
35,636
(679)
34,957
2021
$’000
35,295
(1,317)
33,978
CONSOLIDATED CONSOLIDATED
2022
$’000
1,317
(141)
(497)
679
2021
$’000
2,838
(1,435)
(86)
1,317
Trade receivables
Credit loss provision
Movements in the credit loss provision are as follows:
Opening balance
Provision (reversed) during the year
Receivables written off during the year as uncollectable
Balance at the end of the year
38
2022 Annual ReportNotes to the Consolidated Financial Statements (continued) Credit risk
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, and credit exposures to wholesale and
retail customers, including outstanding receivables and committed transactions, and is managed at Group level.
The table below sets out information about the credit quality of trade receivables net of the expected credit loss provision:
31 March 2022
Gross carrying amount
Baseline
Specific
Total expected credit loss rate
Credit loss provision
31 March 2021
Gross carrying amount
Baseline
Market
Specific
Total expected credit loss rate
Credit loss provision
CURRENT
0-59 DAYS1
60-89 DAYS
90 DAYS AND
LATER
TOTAL
$’000
27,128
50
–
0.18%
50
$’000
4,787
27
–
0.56%
27
$’000
1,172
28
–
2.39%
28
$’000
2,549
66
508
22.52%
574
$’000
35,636
171
508
1.91%
679
CURRENT
30–59 DAYS
60–89 DAYS
90 DAYS AND
LATER
TOTAL
$’000
27,429
57
92
–
0.54%
149
$’000
3,785
12
14
–
0.69%
26
$’000
963
10
1
–
1.14%
11
$’000
3,118
108
111
912
36.27%
1,131
$’000
35,295
187
218
912
3.73%
1,317
1 During the year ended 31 March 2022, the Australian business completed a system change which resulted in the trade receivable ageing being calculated based on due date rather
than invoice date, with the exception of contractual retentions which continue to be aged based on invoice date. Management believe there is no material impact as a result of this
change in presentation.
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. Ageing is based on agreed credit terms and at balance date, a portion of the Group’s receivables are also
subject to contractual retentions which can last up to and exceed 12 months.
As of 31 March 2022, allowing for retention balances of $1.5 million (2021: $1.6 million) trade receivables of $6.4 million (2021: $5.1 million)
were past due but not impaired.
Estimates and judgements
Credit loss provision
To measure expected credit losses, trade receivables have been grouped and reviewed on the basis of the number of days past due.
The credit loss provision has been calculated by considering the impact of the following characteristics:
• The baseline loss rate takes into account the write-off history of the Group over a five-year period as a predictor of future
conditions and applies an increasing expected credit loss estimate by trade receivables ageing profiles.
• Specific credit loss provisions are made based on any specific customer collection issues that are identified. Collections and
payments from the Group’s customers are continuously monitored and a credit loss provision is maintained to cover any specific
customer credit losses anticipated.
COVID-19 impact
The economic conditions have been stable in the construction sector during the year. The Group has considered its credit risk
assessment and concluded its baseline and specific provisions at $0.7 million (2021: $1.3 million) were sufficient and not requiring any
additional COVID-19 overlay.
39
Notes to the Consolidated Financial StatementsNotes to the Consolidated Financial Statements (continued) Accounting policy
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for estimated
uncollectable amounts and expected credit losses. The carrying amount of the asset is reduced through the use of provision accounts,
and the amount of the loss is recognised in the statement of comprehensive income within ‘Administration expenses’. Individual
debtor accounts are reviewed for impairment and a provision is raised based on management’s best estimate of recoverability.
Trade receivables are also assessed for credit risk on a forward-looking basis with a provision raised where a credit loss is considered
likely. When a trade receivable is uncollectable, it is written off against the provision account for trade receivables. Subsequent
recoveries of amounts previously written off are credited to the income statement against the impairment losses on receivables.
3.2 Inventories
Raw materials, primarily flat glass stock-sheets
Spare parts
Work in progress
CONSOLIDATED CONSOLIDATED
2022
$’000
19,122
4,616
3,664
27,402
2021
$’000
(Restated)
16,222
3,913
2,244
22,379
The cost of inventories recognised as an expense and included in ‘Cost of sales’ amounted to $72.4 million (2021: $63.7 million).
Accounting policy
Raw materials and stock, and work in progress 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. Inventories also comprise spare parts, which are used to maintain service to, and repair the Group’s plant
assets. Spare parts are stated at the lower of weighted average cost and net realisable value. Prior year spare parts amount has been
reclassifed from other current assets to inventory, refer note 6.7.
3.3 Trade and other payables
Trade accounts payable
Employee entitlements
GST payable
Other interest accruals
Management incentive accrual
CONSOLIDATED CONSOLIDATED
2022
$’000
21,952
8,209
173
292
–
30,626
2021
$’000
17,278
7,304
913
362
2,005
27,862
Trade accounts payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial period which are
unpaid. The carrying amount represents fair value due to their short-term nature.
Employee entitlements
Liabilities for wages and salaries, including non-monetary benefits, annual leave and lieu leave, are recognised in respect of employees’
services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for
non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.
The Group recognises a liability and an expense for bonuses on a formula that takes into consideration the profit attributable to the
Group’s shareholders. The Group recognises a provision where contractually obliged or where there is a past practice that has created
a constructive obligation.
40
2022 Annual ReportNotes to the Consolidated Financial Statements (continued) 3.4 Deferred Income
The Group recognises a contract liability when a deposit is received before the product or service is transferred to the customer.
Customer contract liabilities
3.5 Financial instruments
CONSOLIDATED CONSOLIDATED
2022
$’000
2,608
2,608
2021
$’000
2,076
2,076
Financial Instruments
Management determines the classification of the Group’s financial assets and liabilities at initial recognition. The Group’s financial
liabilities for the periods covered by these consolidated financial statements consist of overdrafts, loans, trade and other payables,
interest rate swaps and forward exchange contracts. The Group’s financial assets for the periods covered by these consolidated
financial statements include cash, accounts receivable, and those that are classifed at fair value through profit or loss (“FVTPL”,
rather than cost). Consistent with level 3 of the fair value hierarchy, if quoted market prices are not available, the methodology used
to calculate the fair values of financial assets and liabilities is to identify the expected cash flows and then discount these values back
to the present value.
The Group measures all financial liabilities, with the exception of interest rate swaps and forward exchange contracts, at amortised
cost. Interest rate swaps and forward exchange contracts are measured at fair value with changes in fair value recognised in ‘Other
comprehensive income’.
Financial liabilities measured at amortised cost are non-derivative financial liabilities with fixed or determinable payments that are
not quoted in an active market. Trade and other payables, bank overdrafts and loans are classified as financial liabilities measured
at amortised cost.
Fair value measurement of financial assets and liabilities
The Group’s financial assets and liabilities by category are summarised as follows:
Cash and cash equivalents
These are short term in nature and their carrying value is equivalent to their fair value.
Trade and other receivables
These assets are short term in nature and are reviewed for impairment; their carrying value approximates their fair value.
Financial assets at fair value through profit or loss
The Group’s investment in the loan to 5R Solutions is a level 3 investment in the fair value heirarchy because one or more of the
significant inputs is not based on observable market data. This loan agreement grants the Group an option to convert the loan into
50% of the equity in 5R Solutions. The investment is valued internally at each balance date based on the value of 50% of the equity in
5R solutions. The valuation technique is a multiple of earnings, less debt, adjusted for the proportion of ownership and a discount for
lack of control. An EBITDA multiple of five times (based on comparable transactions) has been used and applied against the Group’s
estimate of maintainable EBITDA earnings (based on the current and forecast earnings of 5R Solutions). Changes in the multiple or
maintainable EBITDA would change the valuation.
Trade payables and borrowings
Trade payables and borrowings are measured at amortised cost. The fair value of trade and other payables approximates carrying value
due to their short-term nature. The carrying value of the Group’s bank borrowings also represents the fair value of the borrowings due
to management’s assessment that the interest rates approximate the market interest rate for a commercial loan of a comparable
lending period.
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow
interest rate risk), credit risk and liquidity risk. The Group’s overall financial risk management is carried out by a central finance function
(the head office finance team) under policies approved by the board of directors, including the Treasury policy. The head office finance
team focuses on the unpredictability of financial markets and identifies, evaluates and seeks to hedge financial risks in close co-
operation with the Group’s operating units to minimise potential adverse effects on the financial performance of the Group.
The Board approves policies covering foreign exchange risk, interest rate risk and credit risk. The Group uses derivative financial
instruments such as foreign exchange contracts and interest rate swaps to hedge certain risk exposures. The Group uses different
methods including sensitivity analysis in the case of interest rate, foreign exchange and other price risks and ageing analysis for credit
risk to measure risk.
41
Notes to the Consolidated Financial StatementsNotes to the Consolidated Financial Statements (continued) Derivatives
The Group holds derivative financial instruments to hedge its foreign currency exposure and interest costs. The Group has designated
forward exchange contracts and interest rate swaps as cash flow hedge instruments.
Cash flow 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.
At 31 March 2022 and 31 March 2021, all derivatives 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 derivatives are as follows:
• The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date,
with the resulting value discounted back to present value.
• The fair value of interest rate swap contracts is determined using forward interest rates at the balance sheet date, with the
resulting value discounted back to present value.
These fair values are based on valuations provided by the Westpac Banking Corporation and ASB Bank Limited as at 31 March 2022
and 31 March 2021.
The Group’s cash flow hedging reserves relate to the following hedging instruments:
CONSOLIDATED 2022
Spot component
of currency
forwards
$’000
Interest rate
swaps
$’000
Hedge on
AUD Loan
$’000
Total hedge
reserve
$’000
Opening balance 1 April 2021
Change in fair value of hedging instrument recognised
in ‘Other comprehensive income’ (OCI)
Deferred tax
Balance at 31 March 2022
167
(32)
12
147
1,121
(1,301)
374
194
–
465
(130)
335
1,288
(868)
256
676
The effects of the foreign-currency-related hedging instruments on the Group’s financial position and performance are as follows:
Foreign currency forwards
Carrying amount asset/(liability)
Notional amount
Maturity date
Hedge ratio1
Change in discounted spot value of outstanding hedging instruments since 1 April
Change in value of hedged item used to determine hedge effectiveness
Weighted average hedged EUR/NZD rate for the year (including forward points)
Weighted average hedged USD/NZD rate for the year (including forward points)
Weighted average hedged EUR/AUD rate for the year (including forward points)
Weighted average hedged USD/AUD rate for the year (including forward points)
CONSOLIDATED CONSOLIDATED
2022
$’000
(206)
23,277
2021
$’000
(238)
23,375
Apr22-Mar23
Apr21-Mar22
1:1
(32)
32
0.6088
0.6897
0.6317
0.7292
1:1
2,163
(2,163)
0.5843
0.6971
0.6326
0.7265
1 The foreign currency forwards are denominated in the same currency as the highly probably future inventory purchases (USD and EUR); therefore, the hedge is 1:1.
42
2022 Annual ReportNotes to the Consolidated Financial Statements (continued) The effects of the interest rate swaps on the Group’s financial position and performance are as follows:
CONSOLIDATED CONSOLIDATED
Interest rate swaps
Carrying amount (liability)
Notional amount
Maturity date
Hedge ratio
Change in fair value of outstanding hedging instruments since 1 April
Change in value of hedged item used to determine hedge effectiveness
Average proportion of debt hedged during the year
Financial instruments by category
2022
$’000
(274)
23,284
Áug23
1:1
(1,301)
1,301
38.70%
Assets as per statement of financial position
Cash and cash equivalents
Derivatives - foreign exchange contracts
Financial Assets at fair value through profit or loss
Trade and other receivables
Balance at 31 March 2022
CONSOLIDATED 2022
Assets at
amortised
cost
$’000
Asset at fair
value through
profit or loss
$’000
Derivatives
used for
hedging
$’000
13,064
–
34,957
48,021
2,098
2,098
–
68
–
68
CONSOLIDATED 2021
Assets at
amortised
cost
$’000
Asset at fair
value through
profit or loss
$’000
Derivatives
used for
hedging
$’000
Note
Assets as per statement of financial position
Cash and cash equivalents
Derivatives - foreign exchange contracts
Financial Assets at fair value through profit or loss
6.7
Trade and other receivables
Balance at 31 March 2021
7,530
–
33,978
41,508
2,576
2,576
–
136
–
–
136
2021
$’000
(1,575)
23,402
Áug23
1:1
(554)
554
37.60%
Total
$’000
13,064
68
2,098
34,957
50,187
Total
$’000
7,530
136
2,576
33,978
44,220
43
Notes to the Consolidated Financial StatementsNotes to the Consolidated Financial Statements (continued) Liabilities as per statement of financial position
Cash and cash equivalents
Trade and other payables excluding non-financial liabilities
Provisions
Derivatives - foreign exchange contracts (current liabilities)
Derivatives - interest rate swaps (non-current liabilities)
Interest-bearing liabilities
Lease liabilities
Balance at 31 March 2022
Liabilities as per statement of financial position
Cash and cash equivalents
Trade and other payables excluding non-financial liabilities
Provisions
Derivatives - foreign exchange contracts (current liabilities)
Derivatives - interest rate swaps (non-current liabilities)
Interest-bearing liabilities
Lease liabilities
Balance at 31 March 2021
CONSOLIDATED 2022
Liabilities at
amortised cost
$’000
Derivatives used
for hedging
$’000
–
29,326
5,710
–
–
65,319
81,280
181,635
–
–
–
274
274
–
–
548
CONSOLIDATED 2021
Liabilities at
amortised cost
$’000
Derivatives used
for hedging
$’000
–
26,033
5,389
–
–
55,519
60,601
147,542
–
–
–
374
1,575
–
1,949
Total
$’000
–
29,326
5,710
274
274
65,319
81,280
182,183
Total
$’000
–
26,033
5,389
374
1,575
55,519
60,601
149,491
Accounting policy
On initial designation of a derivative as a cash flow hedging instrument, the Group formally documents the relationship between the
hedging instrument and hedged item, including the risk management objectives and strategy in undertaking the hedge transaction.
Documentation includes the nature of the risk being hedged, together with the methods that will be used to assess the hedging
instrument’s effectiveness. The Group also documents its assessment, both at the inception of the hedge relationship as well as
on an ongoing basis, of whether the hedging instruments are expected to be highly effective in offsetting the changes in cash flows
of the respective hedged items.
The effective portion of the changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised
in ‘Other comprehensive income’ and presented in the hedging reserve in equity. The gain or loss relating to the ineffective portion is
recognised immediately in the profit or loss section of the statement of comprehensive income.
Foreign exchange risk
Foreign exchange risk arises when future commercial transactions and purchases of recognised assets are denominated in a currency
that is not NZD which is the company’s functional currency. Approximately 95% of annual flat-sheet glass raw materials are purchased
in foreign currencies, being United States Dollar (USD), Euro (EUR) and Australian Dollar (AUD). In accordance with the Company
Treasury policy, foreign exchange risk is managed prospectively over a period to a maximum period of 12 months with allowable
limits of coverage up to 100% over the 6-month term, reducing to 50% up to the 12-month term. Where deemed acceptable by
the directors, coverage can be extended over a longer period.
44
2022 Annual ReportNotes to the Consolidated Financial Statements (continued) Exposure to foreign exchange risk
31 March 2022
Cash and cash equivalents
Trade receivables
Trade accounts payable
Balance at 31 March 2022
31 March 2021
Cash and cash equivalents
Trade receivables
Trade accounts payable
Balance at 31 March 2021
CONSOLIDATED 2022
AUD
$’000
3,253
9,157
(6,235)
6,175
USD
$’000
425
–
(2,478)
(2,053)
CONSOLIDATED 2021
AUD
$’000
621
7,663
(5,270)
3,014
USD
$’000
1
–
(2,402)
(2,401)
EUR
$’000
1,023
–
(1,005)
18
EUR
$’000
1
–
(424)
(423)
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 (NZD) against the
following currencies at the reporting date. The table shows the (decrease)/increase in profit or loss and equity as a result of the
10% movements. The analysis assumes that all other variables, in particular interest rates, remain constant. The same basis has
been applied for all periods presented.
Profit or loss
10% strengthening of the NZD against:
AUD
USD
EUR
10% weakening of the NZD against:
AUD
USD
EUR
CONSOLIDATED CONSOLIDATED
2022
$’000
2021
$’000
(561)
187
(2)
686
(228)
2
(274)
218
38
335
(267)
(47)
CONSOLIDATED CONSOLIDATED
45
Notes to the Consolidated Financial StatementsNotes to the Consolidated Financial Statements (continued) Equity
10% strengthening of the NZD against:
USD
EUR
10% weakening of the NZD against:
USD
EUR
2022
$’000
2021
$’000
(1,702)
222
2,080
222
(1,885)
(218)
2,304
267
Profit or loss movements are mainly attributable to the exposure outstanding on AUD trade receivables at the end of the reporting
period. Equity movements are the result of changes in fair value of derivative instruments designated as hedging instruments in
cash flow hedges.
Commodity cost risk
The primary raw material used by the Group is flat glass which is imported from suppliers around the world. While there are numerous
manufacturers of flat sheet glass, the Group is exposed to commodity price risk and therefore manages access to supply through
close relationships with suppliers. Cost is an important variable in the determination of supply, and the Group is clearly exposed to
changes in the cost of glass.
3.6 Provisions
Warranty provision
Employee expenses provision
Lease Make Good provision
Total current provisions
Lease Make Good provision
Total non-current provisions
Total provisions
CONSOLIDATED CONSOLIDATED
2022
$’000
115
1,795
10
1,920
3,790
3,790
5,710
2021
$’000
226
1,448
50
1,724
3,665
3,665
5,389
Accounting Policy
Provisions are recognised when the Group has a present obligation as a result of a past event, where it is probable that a cost will be
incurred to settle the obligation and a reliable estimate of that obligation is able to be made.
46
2022 Annual ReportNotes to the Consolidated Financial Statements (continued) 4 Long-Term Assets
4.1 Property, Plant and equipment
Opening balance
Cost
Accumulated depreciation
Net book value at 1 April 2021
Additions
Disposals
Depreciation expense
Foreign exchange impact
Closing net book value at 31 March 2022
Represented by:
Cost
Accumulated depreciation
Net book value at 31 March 2022
Opening balance
Cost
Accumulated depreciation
Net book value at 1 April 2020
Additions
Disposals
Depreciation expense
Foreign exchange impact
Closing net book value at 31 March 2021
Represented by:
Cost
Accumulated depreciation
Net book value at 31 March 2021
Critical estimates and judgements
CONSOLIDATED 2022
Plant and
equipment
$’000
Furniture,
fittings and
equipment
$’000
Motor vehicles
$’000
Total
$’000
87,099
(41,359)
45,740
9,236
(64)
(7,208)
(197)
47,507
96,074
(48,567)
47,507
4,378
(3,451)
927
533
–
(546)
–
914
4,911
(3,997)
914
10,882
(5,082)
5,800
2,135
(267)
(1,308)
(33)
6,327
12,718
(6,391)
6,327
CONSOLIDATED 2021
Plant and
equipment
$’000
Furniture,
fittings and
equipment
$’000
Motor vehicles
$’000
83,509
(33,376)
50,133
3,928
(580)
(8,471)
730
45,740
87,099
(41,359)
45,740
3,910
(2,973)
937
469
(1)
(478)
–
927
4,378
(3,451)
927
16,682
(8,107)
8,575
925
(2,056)
(1,692)
48
5,800
10,882
(5,082)
5,800
102,359
(49,892)
52,467
11,904
(331)
(9,062)
(230)
54,748
113,703
(58,955)
54,748
Total
$’000
104,101
(44,456)
59,645
5,322
(2,637)
(10,641)
778
52,467
102,359
(49,892)
52,467
Economic lives of intangible assets and property, plant and equipment
Property, plant and equipment are long-lived assets that are amortised/depreciated over their estimated useful lives. The estimated
useful lives are reviewed annually and may change if necessary. The actual useful life of an asset may be shorter or longer than what
had been estimated, which will affect amortisation, depreciation and the carrying values of these assets.
47
Notes to the Consolidated Financial StatementsNotes to the Consolidated Financial Statements (continued) Accounting policy
All property, plant and equipment is stated at historical cost less depreciation and impairment. Historical cost includes expenditure
that is directly attributable to the acquisition of the items.
Depreciation of property, plant and equipment is calculated using the straight-line value method to allocate the cost of assets over
their expected useful lives. The rates are as follows:
Depreciation
rate
Depreciation
basis
7-15%
Straight line
12-20%
20-25%
Straight line
Straight line
CONSOLIDATED 2022
Property
$’000
Motor vehicles
$’000
Equipment
$’000
Total
$’000
83,280
(34,973)
48,307
23,211
(766)
(6,730)
(85)
63,937
101,013
(37,076)
63,937
2,765
(554)
2,211
5,138
(4)
(1,049)
–
6,296
7,894
(1,598)
6,296
210
(102)
108
284
(28)
(92)
–
272
358
(86)
272
CONSOLIDATED 2021
Property
$’000
Motor vehicles
$’000
Equipment
$’000
84,778
(34,773)
50,005
4,639
–
(6,760)
423
48,307
83,280
(34,973)
48,307
368
(169)
199
2,400
(18)
(377)
7
2,211
2,765
(554)
2,211
204
(45)
159
–
–
(56)
5
108
210
(102)
108
86,255
(35,629)
50,626
28,633
(798)
(7,871)
(85)
70,505
109,265
(38,760)
70,505
Total
$’000
85,350
(34,987)
50,363
7,039
(18)
(7,193)
435
50,626
86,255
(35,629)
50,626
Plant and equipment
Motor vehicles
Furniture, fixtures and fittings
4.2 Right-of-use assets
Opening balance
Cost
Accumulated depreciation
Net book value at 1 April 2021
Additions
Disposals
Depreciation expense
Foreign exchange impact
Closing net book value at 31 March 2022
Represented by:
Cost
Accumulated depreciation
Net book value at 31 March 2022
Opening balance
Cost
Accumulated depreciation
Net book value at 1 April 2020
Additions
Disposals
Depreciation expense
Foreign exchange impact
Closing net book value at 31 March 2021
Represented by:
Cost
Accumulated depreciation
Net book value at 31 March 2021
48
2022 Annual ReportNotes to the Consolidated Financial Statements (continued) In determining the lease term the Group includes any periods covered by options to extent where the Group is reasonably certain to
exercise that option.
Accounting policy
The Group leases mainly relate to buildings which are typically made for fixed periods of 1 to 16 years but may have extension options.
Lease terms are negotiated on an individual basis and contain a wide range of terms and conditions. The lease agreements do not
impose any covenants, but leased assets may not be used as security for borrowing purposes.
Assets and liabilities arising from a lease are initially measured on a present-value basis. Lease liabilities include the net present value
of the following lease payments:
• fixed payments, less any lease incentives receivable; and
• variable lease payments that are based on an index or a rate.
Right-of-use assets are measured at cost comprising the amount of the initial measurement of lease liability and any restoration
costs. The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense
in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and
small items of office furniture.
4.3 Intangible Assets
Opening balance (restated)
Cost
Accumulated amortisation and impairment
Net book value at 1 April 2021
Additions
Disposals
Amortisation expense
Foreign exchange impact
Closing net book value at 31 March 2022
Represented by:
Cost
Accumulated amortisation and impairment
Net book value at 31 March 2022
CONSOLIDATED 2022
Customer
relationships
$’000
Goodwill on
acquisitions
$’000
Computer
software
$’000
13,055
(11,847)
1,208
–
–
(1,208)
–
–
13,055
(13,055)
–
149,712
(95,221)
54,491
–
–
–
(255)
54,236
149,364
(95,128)
54,236
9,493
(8,560)
933
61
–
(547)
27
474
6,588
(6,114)
474
Total
$’000
172,260
(115,628)
56,632
61
–
(1,755)
(228)
54,710
169,007
(114,297)
54,710
49
Notes to the Consolidated Financial StatementsNotes to the Consolidated Financial Statements (continued) Opening balance
Cost
Accumulated amortisation and impairment
Net book value at 1 April 2020
Additions
Amortisation expense
Foreign exchange impact
Closing net book value at 31 March 2021
Represented by:
Cost
Accumulated amortisation and impairment
Net book value at 31 March 2021 (restated)
CONSOLIDATED 2021 (RESTATED)
Customer
relationships
$’000
Goodwill on
acquisitions
$’000
Computer
software
$’000
12,929
(10,271)
2,658
–
(1,450)
–
1,208
13,055
(11,847)
1,208
147,846
(94,718)
53,128
–
–
1,363
54,491
149,712
(95,221)
54,491
9,119
(7,406)
1,713
201
(1,020)
39
933
9,493
(8,560)
933
Total
$’000
169,894
(112,395)
57,499
201
(2,470)
1,402
56,632
172,260
(115,628)
56,632
Critical estimates and judgements: Goodwill
The Group tests intangible assets for impairment to ensure they are not carried at above their recoverable amounts:
• at least annually for goodwill with indefinite lives; and
• where there is an indication that the assets may be impaired (which is assessed at least at each reporting date).
Impairment tests are performed by assessing the recoverable amount of each individual asset or CGU. The recoverable amount
is determined as the higher amount calculated under a value-in-use (VIU) or a fair value less costs of disposal (FVLCD) calculation.
Both methods utilise pre-tax cash flow projections based on financial projections approved by the Directors.
Impairment tests for goodwill
The Group’s segments have been classified as New Zealand and Australia aligning with the way the business is reviewed. The New Zealand
goodwill balance arose prior to the Group’s Initial Public Offering (IPO) in July 2014.The Australian goodwill arose in August 2016 with the
acquisition of AGG. Goodwill balances are as follows:
New Zealand
Australia
CONSOLIDATED CONSOLIDATED
2022
$’000
30,879
23,357
54,236
2021
$’000
30,879
23,612
54,491
Impairment testing for both CGUs was completed using the VIU method.
Key assumptions in the 31 March 2022 impairment assessment (VIU) calculations (and the equivalent assumptions in the 31 March 2021
calculations) are as follows:
CONSOLIDATED
CONSOLIDATED
2022
2021
New Zealand
Australia
New Zealand
Australia
7.1%
1.3%
13.2%
9.5%
14.3%
1.3%
11.9%
8.3%
(0.2%)
1.3%
11.3%
8.1%
7.7%
1.3%
10.6%
7.4%
Compound annual revenue growth – 3 years
Long-term growth rate
Discount rate (pre tax, post IFRS 16)
Discount rate (post tax, post IFRS 16)
50
2022 Annual ReportNotes to the Consolidated Financial Statements (continued) Cashflow projections
The impairment testing used pre-tax cash flow projections for both CGUs based on financial projections approved by the directors
covering a three-year period. In forming these projections, the directors considered the views of several economic forecasters,
observable market data points (including building consents), feedback from customers, analysis of existing forward books of work,
anticipated customer wins and/or losses and other competitive dynamics.
The directors have used a single set of cash flow projections in the 31 March 2022 testing, which is consistent with the methodology
used at 31 March 2021. The directors have also referenced longer term independent forecast estimates in a consistent way compared
to last year.
Despite the ongoing uncertainty caused by COVID-19 in the year ended 31 March 2022, new homes consented have continued at
historically elevated levels in New Zealand. The value of non-residential building consents have also increased year on year. The
New Zealand CGU was significantly impacted by COVID-19 during the financial year ended 31 March 2022 and this negative impact
is not considered to be an ongoing factor in the medium term earnings outlook. In late 2021, the Ministry of Building and Innovation
announced changes to the building code (H1 Standards) that will require an increase in the thermal properties of window units as part
of a suite of changes designed to improve the thermal performance of New Zealand homes. The medium term outlook for the NZ CGU
is balanced between an expectation that the current consenting levels will decline from the current peak and the positive impact from
the change in the H1 standards which progressively take effect from November 2022.
The Australian CGU has also experienced short term issues from COVID-19 and severe weather events in the year ended 31 March 2022.
The business remains well placed for growth in the coming years as the penetration of double-glazing increases alongside changing
construction codes and consumer preferences.
Long-term growth rate
Cash flows beyond the three-year period are extrapolated using estimated long-term growth rate. The long-term growth rate
assumptions are supported by long-term population growth rates in New Zealand and Australia and the increased use and prevalence
of glass products in the Group’s markets. The long-term growth rates have been left unchanged in the 2022 testing.
Discount rate
The discount rate (post tax) represents the current market assessment of the risks specific to the CGU, taking into account the time
value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount
rate calculation is based on the specific circumstances of the CGU and its operating segments and is derived from its weighted
average costs of capital (WACC).
The discount rates used are supported by independent third party expert advice. The discount rates at 31 March 2022 were higher
than the prior year on account of market increases in interest rates (risk-free rates) and the consideration of market-specific risks.
Market capitalisation comparison
The Group compares the carrying amount of net assets with the market capitalisation value at each balance date. The share price at
31 March 2022 was $0.30 equating to a market capitalisation of $55.6 million. This market value excludes any control premium and may
not reflect the value of all of the Group’s net assets. The carrying amount of the Group’s net assets at 31 March 2022 was $85.5 million
($0.46 per share). Management and the Directors have considered the reasons for this difference and concluded all relevant factors
had been allowed for in their VIU model.
Sensitivity to changes in key assumptions
The impairment assessments confirmed that, for the New Zealand and Australian business units, the recoverable amounts exceed
carrying values as at 31 March 2022. Based on the current uncertainty of future economic conditions the key sensitivity is the
New Zealand building activity outlook. No other reasonably possible change in other key assumptions used in the determination
of the recoverable value of CGU’s would result in a material impairment to the Group.
Accounting policy
Goodwill
Goodwill represents the excess of the consideration paid for an acquisition over the fair value of the Group’s share of the net
identifiable assets of the acquired subsidiary at the date of acquisition. Any goodwill arising on acquisitions of subsidiaries is included
in intangible assets. Goodwill acquired in business combinations is not amortised. Instead, goodwill is tested for impairment annually,
or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated
impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs
of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.
For the purposes of impairment testing, goodwill acquired in a business combination is allocated to each group of the CGUs that is
expected to benefit from the synergies of the combination. Each unit to which the goodwill is allocated represents the lowest level
within the entity at which the goodwill is monitored for internal management purposes.
51
Notes to the Consolidated Financial StatementsNotes to the Consolidated Financial Statements (continued) Computer software
Acquired computer software licences that are not defined as a SaaS arrangement are capitalised on the basis of the costs incurred
to acquire and bring to use the specific software. Costs that are directly associated with the production of identifiable and unique
software products controlled by the Group are recognised as intangible assets when management intends to use the software and
anticipate it will generate probable future economic benefits.
Directly attributable costs that are capitalised as part of the software product include the software development employee costs
and an appropriate portion of relevant overheads.
Amortisation of computer software is calculated on a straight-line basis over a useful life of four years.
Contractual customer relationships
Contractual customer relationships acquired in a business combination are recognised at fair value at the acquisition date.
The contractual customer relationships acquired are estimated to have a finite useful life and are carried at cost less accumulated
amortisation. Amortisation is calculated on a straight-line method over the expected life, being 10 years of the customer relationship
in New Zealand.
5 DEBT & EQUITY
5.1 Interest-bearing liabilities
Bank borrowings
Other asset financing
CONSOLIDATED CONSOLIDATED
2022
$’000
62,296
3,023
65,319
2021
$’000
52,175
3,344
55,519
Bank borrowings are secured by a first-ranking composite general security deed. The Group’s bank borrowing facilities negotiated on
14 October 2020 comprise a syndicated revolving loan facility of $75 million for a three-year term expiring in October 2023, as well as
overdraft and bank guarantees totalling $8.15 million. Following the impact of the COVID lockdowns in August and September 2021,
the Group received temporary covenant amendments. The Group complied with all covenants throughout the year.
(A) Assets pledged as security
The bank loans are secured under both a General Security Deed and Specific Security Deed which results in registered charges over
assets of the Group. In addition, there are positive and negative pledge undertakings through shares held of various subsidiaries.
(B) Fair value
The carrying value of the Group’s bank borrowings also represents the fair value of the borrowings due to management’s assessment
that the interest rates approximate the market interest rate for a commercial loan of a comparable lending period.
Accounting policy
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised
cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is expensed in the statement of
comprehensive income over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at
least 12 months after the statement of financial position date.
52
2022 Annual ReportNotes to the Consolidated Financial Statements (continued) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through
an adequate amount of committed credit facilities and the ability to close-out market positions.
As at 31 March 2022 the Group had cash of $13.1 million (2021: $7.5 million). Information in respect of negotiated credit facilities
is shown below.
Committed credit facilities pursuant to syndicated facility
Drawdown at balance date
Available credit facilities
CONSOLIDATED CONSOLIDATED
2022
$’000
83,145
(66,664)
16,481
2021
$’000
93,253
(56,876)
36,377
The table below analyses both of the Group’s non-derivative financial liabilities and derivative financial liabilities into relevant maturity
groupings based on the remaining period at the balance sheet date to the contractual maturity date. Derivative financial liabilities are
included in the analysis if their contractual maturities are essential for an understanding of cash flows.
CONSOLIDATED 2022
Less than
1 year
$’000
Between
1 and 2 years
$’000
Between
2 and 5 years
$’000
> 5 years
$’000
Total
$’000
Interest-bearing liabilities and
interest owing
Interest rate swap
Foreign exchange contracts
Lease liabilities
Trade accounts payable
Total at 31 March 2022
Interest-bearing liabilities and
interest owing
Interest rate swap
Foreign exchange contracts
Lease liabilities
Trade accounts payable
Total at 31 March 2021
3,452
–
274
11,072
21,952
36,750
64,139
274
–
10,828
–
75,241
886
–
–
28,213
–
29,079
–
–
67,941
–
69,169
1,228
69,685
CONSOLIDATED 2021
Less than
1 year
$’000
Between
1 and 2 years
$’000
Between
2 and 5 years
$’000
> 5 years
$’000
2,134
–
374
9,433
17,278
29,219
1,812
–
–
8,836
–
10,648
55,036
1,575
–
20,770
–
77,381
1,272
–
–
41,177
–
42,449
274
274
118,054
21,952
210,239
Total
$’000
60,254
1,575
374
80,216
17,278
159,697
Interest rate risk
The Group’s interest rate risk arises from borrowings. Borrowings issued at variable rates expose the Group to cash flow interest
rate risk. During the period, the Group’s borrowings at variable rates were denominated in both New Zealand and Australian dollars.
If interest rates in New Zealand and Australia increased by 10% the impact would be an additional cost of $0.26 million and a
subsequent decrease of $0.26 million if rates decreased by 10%. (In 2021 an interest rate increase of 10% would have resulted
in additional costs of $0.12 million and a subsequent decrease of $0.12 million if rates decreased by 10%.)
The Group adopts a policy of ensuring that its exposure to changes in interest rates on borrowings is on a fixed-rate basis by entering
into interest rate swaps.
53
Notes to the Consolidated Financial StatementsNotes to the Consolidated Financial Statements (continued) 5.2 Lease liabilities
Opening lease liabilities recognised at 1 April
Additions
Termination
Interest for the period
COVID-19 rent relief
Lease payments made
Foreign exchange impact
Lease liabilities at 31 March 2022
Current lease liabilities
Non-current lease liabilities
Total lease liabilities
Lease liabilities maturity analysis
Within one year
One to five years
Beyond five years
Lease liabilities at 31 March 2022
Within one year
One to five years
Beyond five years
Lease liabilities at 31 March 2021
CONSOLIDATED CONSOLIDATED
2022
$’000
60,601
28,613
(799)
3,201
(138)
(10,091)
(107)
81,280
6,535
74,745
81,280
2021
$’000
59,485
7,004
(19)
3,088
(367)
(9,060)
470
60,601
6,559
54,042
60,601
Interest
$’000
Present value
$’000
(4,536)
(14,788)
(17,449)
(36,773)
6,535
24,253
50,492
81,280
Interest
$’000
Present value
$’000
(2,874)
(8,800)
(7,940)
(19,614)
6,559
20,805
33,237
60,601
Minimum lease
payments
$’000
11,071
39,041
67,941
118,053
Minimum lease
payments
$’000
9,433
29,605
41,177
80,215
Estimates and judgements: Incremental borrowing rates and lease terms
Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the Group’s incremental
borrowing rate is used, being the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar
value in a similar economic environment with similar terms and conditions.
During the Alert Level 4 lockdown’s in April 2020 and August/September 2021, the Group negotiated with its landlords to obtain rent
relief on various properties. The Group adopted the NZ IFRS 16 Leases practical expedient in relation to rent concessions, and as such,
the relief obtained from these is reflected through a reduction in lease liabilities with a corresponding expense reduction recognised in
the consolidated statement of comprehensive income for the year ended March 2022 $0.1 million (2021 $0.4 million).
5.3 Contributed equity
Opening balance
Closing balance
54
CONSOLIDATED CONSOLIDATED
2022
$’000
307,198
307,198
2021
$’000
307,198
307,198
2022 Annual ReportNotes to the Consolidated Financial Statements (continued) At 31 March 2022 the Company had issued 185,378,086 fully paid ordinary shares (2021: 185,378,086 fully paid ordinary shares).
No shares were issued or cancelled during the year (2021: nil). Ordinary shares entitle the holder to participate in dividends,
and to share in the proceeds of winding up the Company in proportion to the number of shares held. Every holder of ordinary
shares present at a meeting in person or by proxy, is entitled to one vote, and on a poll each share in entitled to one vote.
The Company≈does not have a limited amount of authorised capital.
Accounting policy
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or acquiring its own shares are shown in equity as a deduction,
net of tax, from the proceeds.
Dividends
Provision is made for the amount of any dividend declared on or before the end of the financial year but not distributed at balance date.
Dividend distribution to Group shareholders is recognised as a liability in the Group’s financial statements in the period in which the
dividends are declared by the board.
Metro Performance Glass paid no dividends in 2021 and 2022.
Capital management
The Group’s syndicated revolving loan facility agreement restricts the Group from making a distribution to shareholders unless the
leverage ratio before and after the distribution is below 2.0 (up to 31 December 2021: below 1.5).
The Group and the parent entity’s objectives when managing capital are to safeguard their ability to continue as a going concern,
so that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares or sell assets to reduce debt.
The Group monitors capital on the basis of the gearing ratio and leverage ratio. The Group’s respective ratios at 31 March 2022 were
as follows:
Interest-bearing liabilities
Prepaid financing costs
Less: cash and cash equivalents
Net debt
Equity
Gearing ratio
Interest-bearing liabilities
Prepaid financing costs
Less: cash and cash equivalents
Net debt
Profit before interest, tax, depreciation and amortisation1
Leverage ratio
1 Calculated on pre-IFRS 16 basis, excluding significant items as per bank covenant definitions.
CONSOLIDATED CONSOLIDATED
2022
$’000
65,319
380
(13,064)
52,635
85,529
38.1%
2021
$’000
55,519
628
(7,530)
48,617
85,401
36.3%
CONSOLIDATED CONSOLIDATED
2022
$’000
65,319
380
(13,064)
52,635
13,921
3.78 : 1
2021
$’000
55,519
628
(7,530)
48,617
28,765
1.69: 1
55
Notes to the Consolidated Financial StatementsNotes to the Consolidated Financial Statements (continued) 6 OTHER
6.1 Income taxation
Profit before income taxation
Income taxation expense at the Group's effective tax rate
Tax effect of non-deductible and non-assessable items
Prior year adjustment
Income tax expense
Represented by:
Current taxation
Deferred taxation
CONSOLIDATED CONSOLIDATED
2022
$’000
(416)
(116)
(44)
203
43
794
(751)
43
2021
$’000
(Restated)
11,394
3,000
130
159
3,289
5,231
(1,942)
3,289
Imputation credit account
The amount of imputation credits at balance date available for future distributions is $28.3 million at 31 March 2022, ($26.9 million at
31 March 2021).
6.2 Deferred taxation
Consolidated deferred tax assets and liabilities are attributable to the following:
Property, plant and equipment
Right-of-use assets
Inventory and receivables
Cash flow hedge
Intangibles
Lease liabilities
Provisions and accruals
Tax losses
Property, plant and equipment
Right-of-use assets
Inventory and receivables
Cash flow hedge
Intangibles
Lease liabilities
Provisions and accruals
Tax losses
56
CONSOLIDATED 2022
Assets
$’000
–
–
29
269
146
22,526
3,693
5,426
32,089
Liabilities
$’000
(1,731)
(19,393)
–
–
0
–
–
–
(21,124)
CONSOLIDATED 2021
Assets
$’000
Liabilities
$’000
–
–
32
524
–
16,409
3,810
5,779
26,554
(1,855)
(13,701)
–
–
(360)
–
–
–
(15,916)
Net
$’000
(1,731)
(19,393)
29
269
146
22,526
3,693
5,426
10,965
Net
$’000
(1,855)
(13,701)
32
524
(360)
16,409
3,810
5,779
10,638
2022 Annual ReportNotes to the Consolidated Financial Statements (continued) Movement in temporary differences during the year:
Property, plant and equipment
Right-of-use assets
Inventory and receivables
Cash flow hedge
Intangibles
Lease liabilities
Provisions and accruals
Tax losses
Property, plant and equipment
Right-of-use assets
Inventory and receivables
Cash flow hedge
Intangibles
Lease liabilities
Provisions and accruals
Tax losses
CONSOLIDATED 2022
Opening balance
1 April 2021
$’000
Recognised in
profit or loss
$’000
Recognised in
OCI
$’000
Balance
31 Mar 2022
$’000
(1,855)
(13,701)
32
524
(360)
16,409
3,810
5,779
10,638
552
(5,724)
(3)
–
168
6,149
(99)
(292)
751
(428)
32
(0)
(255)
338
(32)
(18)
(61)
(424)
(1,731)
(19,393)
29
269
146
22,526
3,693
5,426
10,965
CONSOLIDATED 2021 (RESTATED)
Opening balance
1 April 2020
$’000
Recognised in
profit or loss
$’000
Recognised in
OCI
$’000
Balance
31 Mar 2021
$’000
(1,365)
(14,256)
139
66
(1,075)
16,807
2,657
4,935
7,908
(434)
697
(116)
–
735
(537)
1,056
541
1,942
(56)
(142)
9
458
(20)
139
97
303
788
(1,855)
(13,701)
32
524
(360)
16,409
3,810
5,779
10,638
Accounting policy
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that
it relates to items recognised in ‘Other comprehensive income’ or directly in equity. In this case, the tax is also recognised in
‘Other comprehensive income’ or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance date.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. However, deferred income tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. No deferred tax liability was recognised on initial recognition of goodwill. Deferred income
tax is determined using tax rates (and laws) that have been enacted, or substantively enacted, by the statement of financial position
date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised for unused tax losses and deductible temporary differences to the extent that it is
probable that future taxable profit will be available against which they can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income tax assets and liabilities relate to income tax levied by the same taxation authority
on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
57
Notes to the Consolidated Financial StatementsNotes to the Consolidated Financial Statements (continued) 6.3 Group Reserves
Group reorganisation reserve
Upon acquisition of Metroglass Holdings Limited in July 2014, the assets and liabilities acquired were measured at their pre-combination
carrying amounts without fair value uplift. The difference between the consideration transferred and the carrying value of the assets
and liabilities acquired of $170.7 million was recorded in the group reorganisation reserve.
Accounting policy
Where an acquisition occurs through group reorganisation, the identifiable assets and liabilities acquired are measured at their
pre-combination carrying amounts without fair value uplift. No new goodwill is recorded. Any difference between the consideration
transferred and the carrying value of the assets and liabilities acquired is recorded in equity.
Share-based payments reserve
The Group currently has a long-term incentive plan for selected employees. The plan’s participants are members of the Senior
Leadership Team and other selected senior managers. The reserve is used to record the accumulated value of the plan which has
been recognised in the statement of comprehensive income.
The plan is designed to secure those employees’ retention in Metro Performance Glass and to reward performance that underpins the
achievement of Metro Performance Glass’ business strategy and long-term shareholder wealth creation. Participants are offered an
annual award of a specified number of both performance rights and share options in Metro Performance Glass (in accordance with
the plan rules).
The performance rights enable participants to acquire shares in Metro Performance Glass with no consideration payable, subject to
Metro Performance Glass achieving set performance hurdles and meeting certain vesting conditions.
The share options enable participants to acquire shares in Metro Performance Glass at a market-based exercise price, subject to
Metro Glass achieving set performance hurdles and meeting certain vesting conditions.
In the event that the respective performance hurdles are not met on the vesting date, retesting will be permitted after a further
six and twelve months from the measurement date.
The following share options and performance share rights (PSR) have been issued and had not lapsed or been exercised at
31 March 2022.
Plan Name
2019 LTI plan
2020 LTI plan
2021 LTI plan
2022 LTI plan
Date issued
24-May-18
23-May-19
19-Jun-20
21-May-21
Number of
options
1,193,009
3,434,556
2,704,717
1,563,033
Number
of PSR
374,275
1,287,961
1,442,516
808,464
Options
exercise
price
$0.89
$0.45
$0.20
$0.42
Vesting date
7-Jun-21
6-Jun-22
3-Jul-23
4-Jun-24
Accounting policy
The long-term incentive plan is an equity-settled share-based payment which provides eligible employees with the opportunity to
acquire shares in the Group. The fair value of shares granted is recognised as an employee benefit expense with a corresponding
increase in equity. The fair value is measured at grant date and recognised over the vesting period. The fair value of the plan has been
assessed by an independent valuer.
Share-based payments reserve
Opening balance
Transfer to equity on vesting of employee share purchase scheme
Movement in share-based payments reserve
Closing balance
CONSOLIDATED CONSOLIDATED
2022
$’000
1,212
(294)
448
1,366
2021
$’000
931
–
281
1,212
58
2022 Annual ReportNotes to the Consolidated Financial Statements (continued) 6.4 Related Party Transactions
Subsidiaries
The Group’s principal subsidiaries at 31 March 2022 and 31 March 2021 are set out below. Unless otherwise stated, they have share
capital consisting solely of ordinary shares that are held directly by the Group, and the proportion of ownership interest held equals
the voting rights held by the Group. The country of incorporation or registration is also their principal place of business.
Name of entity
Metropolitan Glass & Glazing Limited
Metroglass Finance Limited
Australian Glass Group Holding Pty Ltd
Australian Glass Group Finance Pty Ltd
Country of
incorporation
New Zealand
New Zealand
Australia
Australia
2022 Interest
2021 Interest
100%
100%
100%
100%
100%
100%
100%
100%
Directors
The names of persons who were directors of the Company at any time during the financial period are as follows: Peter Griffiths,
Russell Chenu, Angela Bull, Rhys Jones, Graham Stuart, Mark Eglinton and Julia Mayne.
Russell Chenu retired on 5 August 2021. Julia Mayne was appointed on 1 September 2021.
Key management and Board of Directors’ compensation
Key management are members of the Executive Team, being direct reports of the CEO. The compensation paid to key management
for employee service is shown below:
Salaries and other short-term employee benefits
Management incentive1
Termination benefits
Share-based payments
1 Relates to amounts paid pursuant to prior year financial and operating performance.
Board of Directors’ compensation
Directors’ fees
CONSOLIDATED CONSOLIDATED
2022
$’000
2,459
819
–
220
3,498
2021
$’000
2,747
–
211
167
3,125
CONSOLIDATED CONSOLIDATED
2022
$’000
605
605
2021
$’000
628
628
59
Notes to the Consolidated Financial StatementsNotes to the Consolidated Financial Statements (continued) 6.5 Contingencies
At 31 March 2022 the Group had no contingent liabilities or assets.
6.6 Commitments
At 31 March 2022 the Group has contractual commitments for the acquisition of plant and equipment of $1.1 million for the year ending
31 March 2023.
6.7 Prior period adjustments
During the year ended 31 March 2022, the Group identified that the establishment of the loan agreement with 5R Solutions Limited (5R)
in 2015 should have been recognised as a financial asset at fair value through profit or loss (“FVTPL”), rather than at amortised cost.
As noted in the Basis for Preparation note, the impact of the change in accounting policy related to Intangible Assets also had an
impact on the prior period. The Group concluded that the configuration and customisation expenditure on a SaaS arrangement
performed by a contracted third party did not create any intangible assets and therefore should be expensed in the year they were
incurred, which was the year ended 31 March 2021.
The Group reclassifed the spare parts balance from other current assets to inventories (note 3.2) to reflect the nature of the assets.
The impact of the restatement on the consolidated financial statements at 31 March 2021 is set out in the tables below:
Impact on the Statement of Comprehensive Income for the year ended 31 March 2021
Consolidated
2021 Annual
Report
$’000
Intangible
Asset
Change
$’000
5R
Reinstatement
$’000
Consolidated
Restated
$’000
Gross profit
Distribution and glazing-related expenses
Selling and marketing expenses
Administration expenses
Other Income
Profit before significant items, interest and tax
Significant items
Finance Expense
Finance Income
Income taxation expense
Profit for the year
Earnings per share
Basic and diluted earnings per share
98,847
(43,361)
(13,267)
(31,010)
6,738
17,947
951
(6,768)
100
(3,686)
8,544
Cents
4.6
–
–
–
(1,419)
–
(1,419)
–
–
–
397
(1,022)
Cents
(0.5)
–
–
–
–
683
683
–
–
(100)
583
Cents
0.3
Impact on the Statement of Financial Position at 31 March 2021
2021
as reported
$’000
Spare Parts
Reclassification
Change
$’000
Intangible
Asset
Change
$’000
6,393
18,466
–
10,241
58,051
237,888
84,047
(52,925)
84,047
(3,913)
3,913
–
–
397
(1,419)
(1,022)
(1,022)
(1,022)
(1,022)
5R
1 April 2020
Restated
$’000
(200)
5R
Restatement
$’000
1,993
–
–
1,793
1,793
1,793
1,793
583
–
–
583
583
583
583
Other Current Assets
Inventory
Financial Assets at fair value through
profit or loss
Deferred Tax Assets
Intangible Assets
Total assets
Net Assets
Retained earnings
Total equity
60
98,847
(43,361)
(13,267)
(32,429)
7,421
17,211
951
(6,768)
–
(3,289)
8,105
Cents
4.4
2021
Restated
$’000
2,280
22,379
2,576
10,638
56,632
239,243
85,401
(51,571)
85,401
2022 Annual ReportNotes to the Consolidated Financial Statements (continued) Impact on the Statement of Cash Flows for the year ended 31 March 2021
2021
as reported
$’000
Intangible Asset
Change
$’000
5R
Restatement
$’000
Payments to suppliers and employees
Net cash inflow from operating activities
Payments for intangible assets
Net cash outflow from investing activities
(196 996)
30 374
(1 752)
(3 831)
(1 527)
(1 527)
1 527
1 527
2021
Restated
$’000
(198 523)
28,847
(225)
(2,304)
Impact on the reconciliation of profit/(loss) after income tax to net cash inflow from operating activities for the year
ended 31 March 2021.
(Loss)/profit for the Year
Depreciation and amortisation
Movement in deferred tax
Movement in financial asset at fair value through profit or
loss and associated non-cash income
Net cash inflow from operating activities
2021
as reported
$’000
Intangible Asset
Change
$’000
5R
Restatement
$’000
2021
Restated
$’000
8,544
20,412
(1,545)
–
30,374
(1,022)
(109)
(397)
(1,527)
583
(583)
–
8,105
20,303
(1,942)
(583)
28,847
Impact on the Statement of Financial Position at 1 April 2020
Inventories
Other current assets
Financial Assets at fair value
through profit or loss
Total assets
Retained earnings
Total equity
Accounting
Policy
Change Spare
Parts
$’000
3,675
(3,675)
–
–
1 April 2020
$’000
20,276
12,711
–
258,420
(61,469)
75,843
Intangible Asset
Change
$’000
5R
Restatement
$’000
1 April 2020
Restated
$’000
–
–
–
–
–
(200)
1,993
1,793
1,793
1,793
23,951
8,836
1,993
260,213
(59,676)
77,636
6.8 Subsequent Events
Subsequent to balance date, the Company has initiated a process to convert its loan to 5R Solutions Ltd, classified as financial assets
at fair value through profit or loss, to a 50% equity interest in 5R Solutions Ltd, an option that is available under the terms of the loan
agreement. The consequence of the change for future reporting periods will be the de-recognition of the financial asset at fair value
through profit or loss and the recognition of an equity accounted investment. The equity accounted investment will not be revalued
to fair value at each subsequent reporting date. The equity accounted results for 5R Solutions Ltd, being the Group’s share of 5R
Solutions Ltd profit and other comprehensive income, will be shown as a separate line item on the face of the Consolidated Statement
of Comprehensive Income for future reporting periods.
61
Notes to the Consolidated Financial StatementsNotes to the Consolidated Financial Statements (continued) Independent auditor’s report
To the shareholders of Metro Performance Glass Limited
Our opinion
In our opinion, the accompanying consolidated financial statements of Metro Performance Glass
Limited (the Company), including its subsidiaries (the Group), present fairly, in all material respects,
the financial position of the Group as at 31 March 2022, its financial performance and its cash flows for
the year then ended in accordance with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group's consolidated financial statements comprise:
●
●
●
●
●
the consolidated statement of financial position as at 31 March 2022;
the consolidated statement of comprehensive income for the year then ended;
the consolidated statement of changes in equity for the year then ended;
the consolidated statement of cash flows for the year then ended; and
the notes to the consolidated financial statements, which include significant accounting policies
and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the consolidated financial statements
section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the
International Code of Ethics for Professional Accountants (including International Independence
Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the areas of an assurance report relating to the
Group’s covenant compliance certificate and tax advice relating to the long-term incentive plan and,
subsequent to 31 March 2022, agreed upon procedures relating to the Group’s covenant compliance
certificate and financial information attached to a visa application. The provision of these other
services has not impaired our independence as auditor of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the consolidated financial statements of the current year. These matters were addressed
in the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000, www.pwc.co.nz
62
2022 Annual Report
Description of the key audit matter
How our audit addressed the key audit matter
Goodwill impairment tests
As at 31 March 2022 the carrying amount
of the Group’s goodwill amounted to
$54.2 million as disclosed in note 4.3,
which related to the New Zealand ($30.9
million) and Australia ($23.3 million) cash
generating units (CGUs).
Management has based its impairment
assessment for each CGU on a value in
use basis, using a discounted cash flow
model based on forecast future
performance to determine the recoverable
amount.
The key assumptions in the impairment
assessments are the compound annual
revenue growth rates over the next three
years, the discount rates and the
long-term growth rates.
Management performed a comparison of
the Group’s net assets to the market
capitalisation of the Company and
prepared an analysis and explanation of
the difference. Management considered
the reasons for this difference in finalising
their assessment of the recoverable
amounts of the CGUs of the Group. No
impairment was identified.
The impairment testing of goodwill is
considered a key audit matter due to the
materiality of the goodwill balances, the
gap between the Group’s net assets and
its market capitalisation, and the
significant level of management
estimation and judgement applied in
determining key assumptions used in the
impairment assessment.
Our audit focused on assessing and challenging the
key assumptions used by management in the two
impairment assessments. Our procedures included:
● Evaluating the appropriateness of the identification
of CGUs.
● Considering whether the valuation methodologies
applied were appropriate.
● Agreeing the cash flows included in management’s
impairment models to the board approved plans.
● Assessing the Group’s forecasting accuracy by
comparing historical forecasts to actual results and
considering the impact on cash flow forecasts.
● Evaluating key cash flow assumptions by
obtaining from management a detailed analysis of
the strategic direction of the business and market
dynamics and comparing these against third party
forecasts for the industry and current trends. We
also evaluated management’s evidence regarding
the ability of the Group to increase prices in
response to cost inflation and the expected
year-on-year improvement in performance without
the same COVID-19 related operating restrictions
that occurred in the year ended 31 March 2022.
● Engaging our valuation expert to assist us with:
-
-
assessing whether the discount rates and
long-term growth rates used by management
are reasonable in the context of the forecasts;
and
considering management’s paper comparing
the net assets and the market capitalisation of
the Company. This analysis was completed as
part of our assessment of indicators of
impairment.
● Testing the accuracy of the calculations in
management’s impairment models, and checking
that the carrying amount for each of the CGU’s net
assets was correctly included in the impairment
assessment.
● Performed sensitivity analyses for the effect of
reasonably possible changes in key assumptions
on the impairment assessment.
● Evaluating the effect of the trading results up to
the date of our report.
● Considering the appropriateness of disclosures in
the consolidated financial statements.
PwC
63
Independent Auditor’s Report
Description of the key audit matter
How our audit addressed the key audit matter
We have read the syndicated revolving loan facility
agreement and the amendments to that agreement.
We obtained the Group’s financial covenant
compliance forecast for the next 12 months from the
date of the approval of the consolidated financial
statements. Our procedures included:
●
Assessing the reasonableness of management’s
forecasts in light of historical performance, our
analysis of the forecasts used in the goodwill
impairment tests, operational factory production
data up to mid June 2022 and production order
data for the remainder of the month of June 2022.
Performing analytical and other substantive audit
procedures on the results for the two month
period to 31 May 2022. The substantive
procedures included obtaining evidence regarding
the timing of recognition of a sample of sales
transactions and reviewing selected balance
sheet reconciliations.
Evaluating the reasonableness of the Group’s
sensitivities to the forecast by performing our own
sensitivities and stress tests of significant
assumptions to assess the level of forecasting
risk at each test date.
Reading the disclosures in notes 1.1 and 5.1 to
ensure they accurately reflect our understanding
of the circumstances.
●
●
●
Forecast compliance with bank
financial covenants
As at 31 March 2022 the Group’s net debt
was $52.3 million. Notes 1.1 and 5.1 to
the consolidated financial statements
explain that the Group’s bank borrowings
comprise a syndicated revolving loan
facility, with certain financial covenants.
This facility expires in October 2023.
Prior to year end, the Group obtained
temporary covenant amendments to ease
its financial covenants for future test
dates. The Group complied with all
covenants throughout the year.
As disclosed in note 1.1, the Group has
assessed forecast compliance with these
financial covenants for the foreseeable
future and the Directors have concluded
that the Group will be able to comply with
those requirements for at least 12 months
after the approval of the consolidated
financial statements.
PwC
64
2022 Annual Report
Description of the key audit matter
How our audit addressed the key audit matter
5R Solutions loan
As disclosed in notes 3.5, 6.7 and 6.8 of
the consolidated financial statements, the
Group has a loan agreement with 5R
Solutions Limited (5R Solutions).
During the year ended 31 March 2022 it
was identified that the accounting
treatment of this loan agreement as a
financial asset at amortised cost was
incorrect and it should be recognised at
fair value through profit or loss.
Management valuations were performed
for the loan agreement at the balance
sheet dates: 1 April 2020 ($2.0 million), 31
March 2021 ($2.6 million) and 31 March
2022 ($2.1 million).
In the current consolidated financial
statements the corresponding financial
information for the year ended 31 March
2021 has been restated to reflect the
amended accounting treatment and the
valuation of the loan agreement.
This was determined to be a key audit
matter due to the complexity and
judgements involved in determining the
accounting treatment of the loan
agreement and valuing this financial
asset, and due to the financial
significance of the gains recognised
during both years (note 2.6).
Our audit focused on the judgements used in
determining the accounting treatment for the loan
agreement and the methodology and judgements
involved in the valuation of the loan agreement.
Our procedures in relation to the accounting treatment
included:
● Gaining an understanding of the loan agreement
and relationship with 5R Solutions through
reading the agreement and discussions with
management.
● Considering management's view on the
accounting classification of the loan agreement in
accordance with the requirements of the relevant
accounting standard, including the judgements
involved in this analysis.
● Engaging our in-house accounting technical
specialists to challenge the work performed by
management and perform their own analysis of
the accounting treatment.
Our procedures in relation to the valuation included:
● Gaining an understanding of the 5R Solutions
business by reviewing relevant financial and
non-financial information on the business and
discussions with management.
● Engaging our in-house valuation expert to
challenge the work performed by management, to
consider the reasonableness of the valuation
approach and assess the reasonableness of the
significant assumptions, based on their
knowledge gained from reviewing valuations of
similar entities, known transactions and available
market data.
● Testing the accuracy of the data and calculations
in management’s valuation models.
We considered the appropriateness of disclosures in
the consolidated financial statements.
PwC
65
Independent Auditor’s Report
Our audit approach
Overview
Overall group materiality: $874,000, which represents approximately 5% of
weighted average earnings before interest, tax, depreciation, amortisation and
significant items (impairment of intangible assets, restructuring expenses and
gain on the sale and leaseback of vehicles) (EBITDA). A higher weighting was
applied to the current year.
We chose to use a weighted average over the last three years’ EBITDA and to
adjust it as described above because, in our view, it provides a more stable
measure of the Group’s performance by moderating the impacts of the
COVID-19 pandemic in the current year and of other significant and irregular
expenses and gains. EBITDA is also a key measure of the performance of the
Group.
Following our assessment of the risk of material misstatement, we performed:
● full scope audits on the Group’s two trading entities
● substantive audit procedures on selected significant balances in the
remaining non-trading entities and on consolidation entries, and
● analytical review procedures on all the remaining non-trading entities.
As reported above, we have three key audit matters, being:
● Goodwill impairment tests
● Forecast compliance with bank financial covenants
● 5R Solutions loan
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the consolidated financial statements. In particular, we considered where
management made subjective judgements; for example, in respect of significant accounting estimates
that involved making assumptions and considering future events that are inherently uncertain. As in all
of our audits, we also addressed the risk of management override of internal controls, including among
other matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the consolidated financial statements are free from material
misstatement. Misstatements may arise due to fraud or error. They are considered material if,
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the consolidated financial statements as a whole as set out
above. These, together with qualitative considerations, helped us to determine the scope of our audit,
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate, on the consolidated financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion
on the consolidated financial statements as a whole, taking into account the structure of the Group, the
accounting processes and controls, and the industry in which the Group operates.
The materiality levels applied in the full scope audits of the New Zealand and Australian businesses
were calculated by reference to a portion of Group materiality appropriate to the relative scale of the
business concerned.
PwC
66
2022 Annual Report
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual Report, but does not include the consolidated financial statements
and our auditor's report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated. If, based on the work we have performed on the other information
that we obtained prior to the date of this auditor’s report, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in
this regard.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal
control as the Directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements, as a whole, are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Troy Florence.
For and on behalf of:
Chartered Accountants
22 June 2022
PwC
Auckland
67
CORPOR ATE
GOVERNANC E
METRO PERFORMANCE GLASS LIMITED:
FY22 CORPORATE GOVERNANCE STATEMENT
Securities Trading Policy
The company’s Securities Trading Policy
governs trading in the company’s shares
and any associated financial products
(during the reporting period these were
Metroglass’ NZX- and ASX-listed shares).
The policy applies to all directors,
employees and contractors of
Metroglass and its subsidiaries
(“Metroglass Personnel”). The policy is
a critical part of ensuring all Metroglass
Personnel are aware of their obligations
and legal requirements and takes into
account the insider trading prohibitions
in the Financial Markets Conduct Act
2013 (NZ) and the Corporations Act 2001
(Australia), and the company’s obligations
under the NZX Code.
The policy also sets out a set of more
stringent rules which apply to directors
and certain employees of Metroglass
when dealing in Metroglass Securities
(“Restricted Persons”). These additional
rules include trading being prohibited
during the “blackout” periods set out in
the policy and consent being obtained
prior to trading with the Restricted
Person required to confirm they hold
no material information.
The policy is reviewed at least every
two years and was last reviewed in
September 2021.
PRINCIPLE 1: CODE OF
ETHICAL BEHAVIOUR
“Directors should set high standards of
ethical behaviour, model this behaviour,
and hold management accountable
for these standards being followed
throughout the organisation.”
Code of Ethics
Metroglass has a Code of Ethics
that establishes a framework of
standards by which the directors,
employees, contractors and advisors
of Metroglass are expected to carry
out their responsibilities. It is not an
exhaustive list of acceptable behaviour;
rather it facilitates decision-making
that is consistent with Metroglass’
values, business goals and legal and
policy obligations.
The Code of Ethics also imposes a
number of obligations on directors,
including requirements that they give
proper attention to the matters before
them; be up to date on their regulatory,
legal, fiduciary and ethical obligations;
undertake training; manage breaches
of the Code of Ethics; and act honestly
and in the best interests of the issuer,
shareholders and stakeholders and
as required by law.
Metroglass monitors compliance
with the Code of Ethics through
its management processes as
well as through the whistleblowing
procedures set out in the Code of
Ethics and separate Whistleblower
Protection Policy. The Code of Ethics
and Whistleblower Protection Policy
were both reviewed and updated in
November 2021.
Metro Performance Glass’
(Metroglass, the company)
board and Senior Leadership
Team (SLT) recognise the
importance of sound corporate
governance and consider it
core to ensuring the creation,
protection and enhancement
of shareholder value.
Together, the board and SLT are
committed to making sure that the
company applies and adheres to
practices and principles that ensure
good governance and maintain the
highest ethical standards to protect
the interests of all stakeholders.
This corporate governance statement
reflects a summary of the company’s
corporate governance framework,
policies and procedures and how
they comply with the NZX Corporate
Governance Code (the Code). The full
corporate governance framework has
been approved by the board and key
policies and charters are available in the
Investor Centre section of the company’s
website at https://www.metroglass.
co.nz/investor-centre/governance/.
The information in this section is
current as at 27 May 2022 and has been
approved by the board. Metroglass
considers that, during the year to
31 March 2022 (reporting period),
the company materially complied with
the Code.
Metroglass’ shares are also listed on the
Australian Securities Exchange (ASX)
with ASX Foreign Exempt Listing status.
Given this status, the ASX requires
the company to comply with the NZX
Main Board Listing Rules and confirm
its adherence to these rules annually,
and to comply with a specific subset
of the ASX Listing Rules.
68
2022 Annual Report PRINCIPLE 2: BOARD COMPOSITION
AND PERFORMANCE
“To ensure an effective board,
there should be a balance of
independence, skills, knowledge,
experience and perspectives.”
The board has ultimate responsibility
for the strategic direction of
Metroglass and for overseeing
Metroglass’ management for the
benefit of its shareholders.
Metroglass’ constitution provides
for a minimum of four directors and,
subject to this limitation, the number
of directors to hold office shall be
fixed from time to time by the board.
At least two directors must be ordinarily
residents of New Zealand and at least
two must be independent directors.
The Chair of the Board cannot be the
CEO or the Chair of the Audit and
Risk Committee.
The directors bring a wide range of
skills to the board including expertise
in corporate strategy, national and
international business and financial
management, sales, marketing, mergers
and acquisitions, legal, capital markets,
industry experience and corporate
governance. As at 27 May 2022, the
board comprised six independent
directors. Director profiles and length
of service are detailed on pages 22
and 23 of this report.
Board Charter
The board operates under a written
Charter, which describes the board’s
authority, duties, responsibilities,
composition and framework for
operation. This Charter also affirms
that the board, in performing its
responsibilities, should act at all times
in a manner designed to create and
build sustainable value for shareholders
and in accordance with the duties and
obligations imposed on the board by
Metroglass’ constitution and by law.
The Charter is reviewed at least every
two years and was last reviewed in
April 2021.
Management of Metroglass on a day-
to-day basis is undertaken by the CEO
and senior managers through a set
of delegated authorities that clearly
define the CEO and senior managers’
responsibilities and those retained
by the board.
Metroglass’ board and CEO-delegated-
authority policies are reviewed at least
annually and were last reviewed in
December 2021. The board meets its
responsibilities by receiving reports and
plans from management and through
its annual work programme. The board
uses committees to address issues
that require detailed consideration.
Committee work is undertaken by
directors; however, the board retains
ultimate responsibility for the functions
of its committees and determines
their responsibilities.
Nomination and Appointment
of Directors
The provisions regarding the election and
retirement of directors are contained in
the Metroglass constitution.
Metroglass strives to ensure that the
company has the right mix of skills and
experience it requires to enable it to
achieve its strategic aims in a prudent
and responsible manner. The board
will review its composition from time
to time and will identify and evaluate
suitable individuals for appointment as
a director as and when an appointment
is to be made. In evaluating a candidate
for appointment as a director, the board
will consider criteria including the skill
sets required at the time as well as the
individual’s experience and professional
qualifications. To support the board in
its deliberations, the directors consider
a skills matrix that sets out the mix of
skills and diversity of the directors and
evaluates whether the collective skills
and experience of the directors meet
Metroglass’ requirements both now
and into the future.
New directors provide the company
with a written consent to act as a
director and receive a formal Letter of
Appointment that sets out the Terms
and Conditions of Appointment and
Remuneration Schedule. It also sets
out the expectations of the company,
the director’s duties, responsibilities
and powers, insurance and indemnity
arrangements, and rights of access
to information. All new board members
are also provided with an extensive
briefing on the company and industry-
related matters within a thorough
induction process.
Selection of Chair
The Metroglass constitution
provides that the directors may
elect a chairperson of the company and
also determine the period for which
the chairperson is to hold office. Peter
Griffiths is an independent director and
is currently the appointed chairperson.
Retirement and re-election
The company’s constitution and NZX
Main Board Listing Rules require a
newly appointed director to stand for
election at the next Annual Shareholders’
Meeting (ASM). Julia Mayne and Jenn
Bestwick have been appointed as
directors since the last ASM and will
stand for election at the company’s 2022
ASM on 9 August 2022. There are no
directors retiring by rotation.
Director Independence
Directors are considered to be
independent if they are non-executive
and do not have an interest or
relationship that could be perceived
to unreasonably influence their
decisions relating to the company or
interfere with their ability to act in the
company’s best interests. An individual
being appointed as an independent
director must be independent according
to NZX definitions and not have any
disqualifying relationships as defined
in the Board Charter.
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 any impact
on the director’s independence.
As at 27 May 2022, all six directors
are considered by the board to be
independent directors in accordance
with the NZX Main Board Listing Rules.
Information in respect of each director’s
ownership interests is detailed on
page 83 of this report. Metroglass’
directors are not formally required
to own Metroglass shares but are
encouraged to do so.
Director Training
The company encourages directors to
continue to develop their knowledge
and skills as a director. With the prior
approval from the Chair, directors
may attend appropriate courses or
seminars for continuing education
at the company’s cost.
69
Corporate Governance Board, Director and Committee Evaluation
In accordance with the Board and Committee Charters, the board annually reviews its performance, policies and practices. It also
reviews annually the performance of each director and board committee. These reviews are carried out both formally and informally.
The last full board performance review was completed in May 2021 with the assistance of governance services firm Propero
Consulting. The next review will take place during the current calendar year. The Audit and Risk Committee was last reviewed in
February 2022 and the People and Culture Committee was last reviewed in May 2022.
Directors’ skills matrix as at 31 March 2022
Strategic board skills
Building products and manufacturing
Australian market knowledge
Safety
Commercial/risk – former CEO
Financial expert
Strategic investment banking
B2B marketing and customer insight
People and culture
Governance
Diversity (gender, age, ethnicity etc.)
Key
High capability
Moderate capability
Number of
directors
with high and
moderate
capabilities
Area of future
learning or
potential
appointment
As at 31 March 2022 (and 31 March 2021 for the prior comparative period), the mix of gender among the company’s board and
SLT was:
31 March 2022
Board
Senior Leadership Team
31 March 2021
Board
Senior Leadership Team
70
Female
Male
Total
% Female
2
3
4
6
6
9
33%
33%
Female
Male
Total
% Female
1
3
5
7
6
10
17%
30%
2022 Annual Report Diversity and Inclusion
Metroglass and its board believe that
an equal opportunity workplace in which
differences in gender, age, ethnicity,
nationality, religion, sexual orientation,
physical ability, marital status, experience
and perspective are well represented.
This results in a competitive advantage
and helps the company to better connect
with its diverse set of customers and
other stakeholders.
The company believes that an ability to
attract and retain a diverse and inclusive
workforce broadens the recruitment
pool of high-calibre candidates, enhances
innovation and improves business
performance. A copy of the company’s
Diversity and Inclusion Policy is available
in on the company’s website.
Metroglass has an ethnically diverse
workforce, reflective of the communities
in which we operate, represented by
employees from over 20 countries.
Metroglass is committed to providing
an inclusive and diverse environment
throughout the company. The company’s
focus in FY23 is on making deliberate
and conscious steps towards building
a greater awareness of the importance
of diversity and inclusion in the
workplace. Specific objectives include:
• Reviewing current recruitment
practices, removing any bias in
vacancy wording or imagery and telling
the Metroglass story by developing
videos showcasing employee diversity.
• Continuing to build on the progress
made to date with each hiring manager
receiving unconscious bias training.
• Introducing and rolling out a flexible
workplace policy.
In the 2022 financial year the diversity
and inclusion objectives were to:
• Conduct diversity and inclusion training
for all hiring managers to ensure the
recruitment process is inclusive and
helps attract a diverse range of talent.
• Take at least 50% of senior managers
through unconscious bias training.
All senior managers participated
in a Diversity of Thought workshop
highlighting the importance of diverse
views in a group when solving complex
problems. Progress was made with some
managers undertaking unconscious bias
training through the year with further
progress on this to be implemented
through FY23.
How is our workforce made up?
Gender (March 2022)
Male: 87%
Female: 13%
Age (March 2022)
8%
26%
25%
23%
16%
16-24
25-34
35-44
45-54
55-65
Note: Workforce diversity data sourced from staff surveys
2%
65+
71
Corporate Governance PRINCIPLE 3: BOARD COMMITTEES
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.”
In the year to 31 March 2022, the board had two standing committees, being the Audit and Risk Committee and the People and
Culture Committee.
Board and Committee Composition and Attendance 12 Months to 31 March 2022
Director
Meetings held
Standing Directors
Peter Griffiths
Mark Eglinton
Rhys Jones
Graham Stuart
Julia Mayne
Jenn Bestwick
Past Directors
Russell Chenu
Angela Bull
(c) indicates Chair
Board meetings
attended
Audit and Risk
Committee
meetings attended
People and Culture
Committee meetings
attended
Appointed/
Resigned
15
15/15(c)
14/15
15/15
14/15
9/9
6/6
15/15
6
5/6
6/6(c)
4/4
2/2
4
4/4(c)
4/4
Appointed: 02/09/16
Appointed: 01/04/20
Appointed: 01/04/18
Appointed: 01/12/19
Appointed: 01/09/21
Appointed: 01/05/22
Appointed: 05/07/14
Resigned: 31/08/21
Appointed: 05/05/17
Resigned: 04/04/22
4/4
The board periodically reviews the
need for additional committees. Each
committee operates under charters
approved by the board, and any
recommendation committee members
make are directed to the board.
Management attendance at committee
meetings is by invite only.
The board’s committees and their
members as at 27 May 2022 were:
• Audit and Risk Committee: Graham
Stuart (Chair), Jenn Bestwick and Julia
Mayne
• People and Culture Committee:
Mark Eglington (Chair),
Peter Griffiths and Rhys Jones.
Audit and Risk Committee
The Audit and Risk Committee is
responsible for overseeing the risk
management framework, treasury,
insurance, accounting and audit activities
of Metroglass. It reviews the adequacy
and effectiveness of internal controls,
reviews the performance of external
auditors, oversees internal audit
matters, and makes recommendations
on financial and accounting policies.
72
The Audit and Risk Committee Charter
is reviewed at least every two years and
was last reviewed in November 2020.
The People and Culture Committee
is comprised of at least two, and not
more than four, independent directors.
Takeover Protocol
Metroglass has adopted a Takeover
Response Policy to assist in guiding the
board and management in the event
that the company receives an offer or
an approach by a potential acquirer for
a controlling stake in Metroglass. This
policy is reviewed at least every three
years and was last approved by the
board in December 2020.
Members of the Audit and Risk
Committee are appointed by the
board and comprise a minimum of three
members who are each non-executive
directors of Metroglass. A majority of
members must be independent directors
and at least one director must have an
accounting or financial background.
People and Culture Committee
The People and Culture Committee’s
mandate is to assist the board in
ensuring the elements of people,
organisation and culture support the
company’s strategy and business plan.
The committee achieves its goals by
considering capability of the organisation
at the senior levels, the remuneration
strategy required to secure the desired
level of organisational capability,
company values and policies related to
people, and the nominations process for
the appointment and succession planning
of the CEO. The People and Culture
Committee Charter is reviewed at least
every two years and was last reviewed
in April 2021.
2022 Annual Report PRINCIPLE 4: REPORTING AND
DISCLOSURE
“The board should demand integrity in
financial and non-financial reporting,
and in the timeliness and balance of
corporate disclosures.”
Metroglass is committed to providing
financial reporting that is balanced, clear
and objective and informs shareholders
(both current and prospective) and
market participants of all information
that might have a material effect on the
price of its traded financial products.
The quality, integrity and timeliness of
external reporting and the company’s
compliance with the disclosure and
reporting obligations imposed under
the Listing Rules of NZX, ASX, the
Companies Act and other relevant
legislation are overseen by the Audit
and Risk Committee.
The company’s full-year statements,
which have been prepared in accordance
with the relevant financial standards,
are set out from pages 26 to 61 of
this Annual Report.
Market Disclosure Policy
The board has adopted a Market
Disclosure Policy, available on the
company’s website, which sets out
how the company will comply with its
disclosure and reporting obligations.
Metroglass is committed to ensuring
the timely disclosure of material
information about the Metroglass
Group and to making sure that the
company complies with NZX Main board
Listing Rules. The Board of Directors
is ultimately responsible for ensuring
Metroglass complies with the Market
Disclosure Policy and continuous
disclosure obligations. The board has
established a Disclosure Committee to
achieve this. The board also considers
at each board meeting whether any
information discussed at the meeting
requires disclosure.
The policy is reviewed at least every two
years and was last reviewed in May 2021.
Non-Financial Reporting
Metroglass is committed to providing
non-financial disclosures on matters
including strategic and operational
priorities for the year, risk management,
safety and wellbeing, and diversity and
inclusion. In the last year, the company
has begun to formalise its approach to
Environmental, Social and Governance
(ESG), adopting its first Environmental
Sustainability Policy outlining its
commitments, and introduced a
Sustainability Manager role to oversee
the group’s sustainability programme.
The Environmental Sustainability Policy
can be found on the company’s website.
The group has provided an update on
its progress towards ESG principles
on pages 20 and 21 and will continue
to develop these principles in
future reports.
PRINCIPLE 5: REMUNERATION
“The remuneration of directors and
executives should be transparent,
fair and reasonable.”
The Metroglass board believes its
practices ensure fair and reasonable
remuneration. The company’s
remuneration policies are aimed
at ensuring that the remuneration
of directors and all staff properly
reflects each person’s accountabilities,
duties, responsibilities and their level
of performance. They are also aimed
at making sure that remuneration is
competitive in attracting, motivating
and retaining staff of the highest calibre.
The company’s remuneration policies
and disclosures are covered in the
Remuneration section on pages 76
to 79 of this Annual Report.
PRINCIPLE 6: RISK MANAGEMENT
“Directors should have a sound
understanding of the material risks
faced by the issuer and how to manage
them. The board should regularly
verify that the issuer has appropriate
processes that identify and manage
potential and material risks.”
The identification and effective
management of the company’s risks is
a priority of the board. It is responsible
for identifying the principal risks
of Metroglass’ business, ensuring
an appropriate system of internal
compliance and control in managing and
mitigating risks is in place and monitoring
internal and external reporting, including
reporting to stakeholders.
The board has made the CEO accountable
for all operational and compliance
risks across the group including safety
and wellbeing (see below). The Chief
Financial Officer (CFO) has management
accountability for the implementation
of the risk framework across all the
company’s businesses.
As part of its risk management
framework, Metroglass continually
assesses risks against all relevant areas
of material business risk. Metroglass’
main risks and mitigation plans are
reviewed every six months. Metroglass
holds insurance policies to meet its
insurable risks.
The company engages external expertise
where relevant to ensure risks are
adequately understood and managed. For
example, during the year the company
undertook a cyber security maturity
assessment against international
standards which highlighted areas of
strong performance and provided the
basis for further cyber security projects
over the next one to two years.
Safety and Wellbeing
The safety and wellbeing of the
company’s people are fundamental to the
business. Accordingly, all regular board
meetings and risk reviews specifically
look at safety and wellbeing matters.
Metroglass has a clearly articulated
safety and wellbeing vision and strategy
which is understood and recognised
throughout the business. This vision is
underpinned by a clear set of principles
and a workplan to embed a strong safety
and wellbeing management system.
The company maintains a safety and
wellbeing risk register for both New
Zealand and Australia, which is reviewed
at least annually. During the year a
comprehensive and systematic risk
assessment of all operations across the
business was undertaken, generating a
risk profile for each of the main areas of
the business and providing a considered
view of the most critical safety risks to
the business. This ensures focus in the
right areas.
Metroglass believes that all injuries
are preventable and that its people
should get home safe every day. The
company has placed focus on mitigating
risks by automating activities and
providing mechanical assistance where
possible to reduce the manual handling
required across the business. The use
of appropriate personal protective
equipment and training in correct manual
handling practices also contributes to
reducing injuries.
73
Corporate Governance Metroglass continues to focus on other factors affecting the safety and wellbeing
of staff in their working environment, such as noise and air quality. A series of
environmental monitoring exercises took place during the year, to make sure staff
are working in safe environments. The company also offers staff health and wellbeing
checks with occupational health experts. The company has continued to operate with
strong COVID-19 protocols in place ensuring a safe working environment as well as
supporting staff wellbeing throughout the pandemic.
Group Safety Performance
15.33
7.94
6.31
F18
20.01
10.37
7.24
F19
NZ
AGG
Group
15.74
8.03
6.28
F20
8.68
5.48
4.76
F21
7.52
5.89
5.48
F22
Total Reportable Incident Frequency Rate (TRIFR) is measured by calculating the number of medical treatment cases, and
lost-time injuries per 200,000 hours worked.
Climate-related Financial Risk
• Develop Metroglass’ material climate-
Metroglass recognises the importance
of building resilience in its business
strategy and operations, overlaying
the potential long-term implications
of climate change and the important
role its products play in reducing
the operating carbon within
New Zealand’s buildings.
As the climate-related reporting
standards begin to be developed and
introduced in New Zealand, the group
has commenced a programme of work
to ensure that the process and systems
to incorporate climate change are
appropriate for the business. In the
coming 12 months Metroglass will also
focus on developing an understanding
of the potential risks and opportunities
of climate change and reporting thereof
in line with the standards determined
by the External Reporting Board.
The key focus areas in the next year
are to:
• Incorporate climate-related
risk management into
Metroglass’ Enterprise Risk
Management framework.
• Collect a baseline of the Metroglass
greenhouse gas emissions.
related risks and opportunities
that can impact business
operations and strategy.
• Consider potential and appropriate
metrics and targets.
PRINCIPLE 7: AUDITORS
“The board should ensure the quality
and independence of the external audit
process.”
The Metroglass Audit and Risk
Committee is charged with overseeing
all aspects of the external and internal
audit of the company. The Audit and Risk
Committee monitors the independence,
quality and performance of the external
auditors and recommends any change in
auditor appointment or audit fees.
The company does not have a standalone
internal audit function. External advisors
are employed to evaluate and improve
the effectiveness of the company’s risk
management and internal processes.
Progress and results on these projects
are reported regularly to the Audit and
Risk Committee or the board.
The Audit and Risk Committee is
authorised by the board, at Metroglass’
expense, to obtain such outside legal
or other independent information
and advice including market surveys
and reports, and to consult with such
management consultants and other
outside advisors as it views necessary
to carry out its responsibilities.
On at least one occasion each year,
the Audit and Risk Committee meets
with the external auditors without
management present.
Annual Shareholders’ Meeting
Shareholders have the opportunity
to ask questions of the board and
of the external auditors, who attend
the Annual Shareholders’ Meeting.
The external auditors are available to
answer questions from shareholders
in relation to the conduct of the
audit, the independent audit report
and the accounting policies adopted
by Metroglass.
PRINCIPLE 8: SHAREHOLDER RIGHTS
AND RELATIONS
“The board should respect the
rights of shareholders and foster
constructive relationships with
shareholders that encourage them
to engage with the issuer.”
Metroglass endeavours to keep its
shareholders informed of important
developments concerning the company
and encourages them to follow its
announcements. Metroglass believes
that effective engagement with
investors will benefit both the company
and investors. The Investor Centre
section of the company website
provides easy access to information.
Metroglass also communicates with
its shareholders through periodic
market announcements, periodic
investor briefings or site tours and
annual and interim reports. These are
released in accordance with NZX and
ASX disclosure requirements. The board
welcomes questions at the Annual
Shareholders’ Meeting.
The company’s Chair, CEO, CFO
and Investor Relations Officer
currently lead engagement with
shareholders and, in line with Metroglass’
Market Disclosure Policy, aim to be
responsive, to provide clear, accurate
and timely disclosures, and to provide
meaningful insight into the company
and the industry.
74
2022 Annual Report Electronic Communications
Shareholder Voting Rights
Shareholders are encouraged to
receive communications from, and
send communications to, the company
and its security registry electronically.
The shareholder contact point at the
company is: glass@metroglass.co.nz.
In accordance with the Companies Act
1993, Metroglass’ Constitution and
the NZX Main Board Listing Rules, the
company refers major decisions which
may change the nature of the company
to shareholders for approval.
Annual Report
Metroglass’ Annual Reports and
Interim Reports are all available on
the company’s website at: http://www.
metroglass.co.nz/investor-centre/
annual-interim-reports. Shareholders
can elect to receive a printed copy
of these reports by contacting the
company’s share registrar, Link Market
Services. Any shareholder who does
request a hard copy of the Metroglass
Annual Report will be sent one in the
regular post.
Metroglass conducts voting at its
shareholder meetings by way of a
poll and on the basis of one share,
one vote. Further information on
shareholder voting rights is set
out in Metroglass’ Constitution.
Notice of Annual Meeting
Metroglass’ previous annual meeting was
held on 6 August 2021. The notice of the
meeting was released to the market on
2 July 2021. Minutes of the meeting are
available on the company’s website at:
https://www.metroglass.co.nz/investor-
centre/annual-shareholders-meeting/.
The 2022 Annual Shareholders’ Meeting
is expected to be held on 9 August 2022
in Auckland. The time and place will be
provided by notice to all shareholders
nearer to that date.
75
Corporate Governance DIRECTOR REMUNERATION
The company distinguishes the structure of non-executive directors’ remuneration from that of executive directors. Non-executive
directors are paid a fixed fee in accordance with the determination of the board. The total amount of remuneration and other
benefits received by each director during the year ended 31 March 2022 is set out below.
Director
Standing Directors
Peter Griffiths
Mark Eglinton
Rhys Jones
Graham Stuart
Julia Mayne
Jenn Bestwick
Past Directors
Angela Bull
Russell Chenu
Total
Responsibilities
2022 Directors’ Fees
Chair of the Board, Member of the Audit and Risk Committee
Director, Chair of the People and Culture Committee
Director, Member of the People and Culture Committee
Director, Chair of the Audit and Risk Committee
Director, Member of the Audit and Risk Committee
Director, Member of the Audit and Risk Committee
Director, Chair of the People and Culture Committee
Director, Member of the Audit and Risk Committee
$160,000
$85,000
$85,000
$100,000
$52,500*
$85,000
$37,500**
$605,000
Julia Mayne was appointed to the board, and as a member of the Audit and Risk Committee with effect from 1 September 2021.
*
** Russell Chenu resigned from the board with effect from 31 August 2021.
The Chair of the board receives $160,000 per annum (with no additional committee fees paid) and the non-executive directors
receive $80,000 per annum. The Chair of the Audit and Risk Committee receives an additional $20,000 per annum and other
members of the Audit and Risk Committee receive an additional $10,000 per annum. The Chair and members of the People and
Culture Committee receive an additional $5,000 per annum. Directors may also seek the board’s approval for special remuneration
should the specific circumstances justify this (2022: Nil). The company currently has no executive directors on the board.
The board reviews its fees on a periodic basis. The maximum aggregate amount of remuneration payable by Metroglass to the
non-executive directors (in their capacity as directors) is set at $614,000. This fee pool was last changed in May 2017.
Directors’ fees exclude GST, where appropriate. No retirement or termination benefits are paid to non-executive directors.
Directors are entitled to be refunded for reasonable travel and other expenses incurred by them in connection with their
attendance at board or shareholder meetings, or otherwise in connection with the Metroglass business. The company does not
offer an equity-based remuneration scheme for directors. The board considers that director and executive remuneration is
appropriate and is not excessive.
Directors and officers also have the benefit of Directors and Officers’ Liability insurance. This covers risks normally included in such
policies arising out of acts or omissions of directors and employees in their capacity as such. The insurance cover is supplemented by
the provision of director and officer indemnities from the company but this does not extend to criminal acts.
Executive Remuneration
The remuneration of members of senior management (CEO, SLT and certain direct reports) is designed to promote a higher-
performance culture, to secure the participant’s retention in Metroglass and to reward performance that underpins the
achievement of Metroglass’ business strategy and long-term shareholder wealth creation. The board is assisted in delivering
its responsibilities and objectives for executive remuneration by the People and Culture Committee.
The CEO’s performance is reviewed annually by the board. The CEO reviews the performance of the SLT and makes recommendations
to the board for approval in relation to the team’s remuneration and achievement of key performance indicators (KPIs).
The compensation structure of the CEO and senior management is made up of three elements:
• A fixed base salary
• A discretionary short-term incentive (STI)
• A long-term incentive (LTI).
76
2022 Annual Report Short-term Incentives
Short-term incentives (STI) are at-risk payments designed to motivate and reward for performance, typically within that particular
financial year. The target value of an STI payment is set annually, usually as a percentage of the participant’s base salary. For the
2022 financial year, the relevant percentages varied from 10% to 50%.
The STI plans relate to achievement of annual performance metrics which aim to align executives to a shared set of KPIs based on
business priorities for the next 12 months.
In the 2022 financial year, the sole metric driving the STI plans for both New Zealand and Australia was:
Target
Weighting
FY22 Result: NZ
FY22 Result: Australia
Earnings before interest and tax (EBIT)
performance
100%
Not Achieved
Not Achieved
The payable rewards for each STI KPI target are determined by the level of performance achieved and are calculated on a
linear scale increasing from the ‘Minimum performance target’ and receiving 65% of the specified reward, up to the ‘Maximum
performance target’ and receiving 110% of the specified reward.
The board retains discretion on the payment of STI awards and will consider additional factors. For example, STI payments may be
withheld if there was a death or permanent material disability of any worker (exceptions may be made for a motor accident and
acts of God beyond management control).
Long-term Incentives (LTI)
The company’s LTI plan for the 2022 financial year was announced on 2 July 2021. The LTI plan is made up of both performance share
rights and share options. The LTI is designed to secure those employees’ retention in Metroglass and to reward performance that
underpins the achievement of Metroglass’ business strategy and long-term shareholder wealth creation. The key features of the
2022 LTI plan are as follows:
• Participants will be offered an annual award of a specified number of both performance rights and share options in Metroglass
(in accordance with the LTI rules).
• The performance rights will enable participants to acquire shares in Metroglass with no consideration payable, subject to
Metroglass achieving set performance hurdles and meeting certain vesting conditions.
• The share options enable participants to acquire shares in Metroglass at a specified exercise price, subject to Metroglass
achieving set performance hurdles and meeting certain vesting conditions.
A total of 8,895,315 share options and 3,913,216 performance share rights remain outstanding pursuant to the 2018, 2019 2020
and 2021 LTI plans as at 27 May 2022.
Chief Executive Officer’s Remuneration
Metroglass’ CEO Simon Mander joined the company on 19 November 2018. The former CEO departed on 31 March 2018.
Fixed CEO remuneration for the past five financial years (12 months to 31 March):
Financial year
FY22
FY21
FY20
FY19
FY18
* Other benefits include medical insurance and KiwiSaver.
** Pro-rated for a partial year.
Fixed Remuneration
CEO
Current
Current
Current
Current
Former
Salary
$650,000
$650,000
$650,000
$214,166**
$550,000
Other
benefits*
Total fixed
remuneration
$29,203
$26,132
$25,682
$8,173
$20,385
$679,203
$676,132
$675,682
$222,339
$570,385
77
Remuneration Report Description of CEO’s remuneration for performance for the year ended 31 March 2022:
Plan
Description
Performance measures
Set at 50% of fixed remuneration for
FY22 the highest STI target is achieved.
This year’s scheme allowed for additional
incentive payments should performance
exceed the top STI target.
Issued 21 May 2021. The first vesting date
is 4 June 2024 and no instruments have yet
had the chance to vest.
STI
LTI
100%: EBIT performance
50% share options require Metroglass’
Total Shareholder Return (TSR) to exceed
a compound annual pre-tax rate that is 1%
above the company’s cost of equity
50% performance share rights measured
against NZX 50 group TSR hurdle
Percentage
of maximum
awarded
Nil
n/a
n/a
Financial year of STI payment
CEO
FY23
FY22
FY21
FY20
FY19
FY18
Current
Current
Current
Current
Former
Former
Pay for Performance – short-term incentives
Relevant
performance
period
% STI awarded
against
maximum
FY22
FY21
FY20
FY19
FY18
FY17
0
99.5
0
59
0
10
STI paid
$0
$323,276
$0
$96,364*
$0**
$28,563
* Pro-rated for 4 months out of 12 following the CEO joining in November 2018.
** A separate one-off incentive payment was awarded to the departing CEO in the 2019 financial year as described in detail in the 2018 Annual Report.
FY22
FY21
FY20
FY19
FY18
FY17
CEO
Current
Current
Current
Current
Former
Former
Pay for Performance – long-term incentives
LTI
(initial grant
values)*
% LTI
vested against
maximum
162,500
162,500
162,500
Nil
125,000
125,000
n/a
n/a
n/a
n/a
Nil**
Nil**
Span of LTI
performance periods
05/06/21 – 04/06/24
04/07/20 – 03/07/23
07/06/19 – 06/06/22
n/a
08/06/17 – 08/06/20
10/06/16 – 10/06/19
* These are LTI grant values (not payments), which require relevant hurdles to be met over specific performance periods. Performance with regard to the FY20 LTI scheme will be tested
in FY23.
** These holdings were cancelled when the former CEO left the company (the three-year holding hurdle was not met).
78
2022 Annual Report Employees-Remuneration
The number of employees or former employees (including employees holding office as directors of subsidiaries) who received
remuneration and other benefits in their capacity as employees, the value of which was at or in excess of $100,000 and was paid to
those employees during the financial year ended 31 March 2022, is specified in the table below.
The remuneration figures shown in the “Remuneration” column include all monetary payments actually paid during the course of the
2022 financial year. This includes salary, STI payments that were paid during the year, and the value of performance share rights
and share options (LTI) expensed during the financial year. Remuneration shown below includes settlement payments and payments
in lieu of notice with respect to certain employees upon their departure from the company but does not include any amounts paid
post 31 March 2022 that relate to the year ended 31 March 2022.
Remuneration
$100,000-110,000
$110,000-120,000
$120,000-130,000
$130,000-140,000
$140,000-150,000
$150,000-160,000
$160,000-170,000
$170,000-180,000
$180,000-190,000
$190,000-200,000
$200,000-210,000
$210,000-220,000
Number of employees
Remuneration
Number of employees
48
38
16
14
15
15
6
5
3
6
2
3
$220,000-230,000
$230,000-240,000
$240,000-250,000
$250,000-260,000
$260,000-270,000
$280,000-290,000
$300,000-310,000
$330,000-340,000
$340,000-350,000
$380,000-390,000
$610,000-620,000
$1,120,000-1,130,000
1
4
3
1
2
2
1
1
1
1
1
1
79
Remuneration Report STATU TO RY
INFORM ATION
SECURITIES EXCHANGE LISTING
Metroglass’ shares are listed on the New Zealand Securities Exchange (NZX) and Australian Securities Exchange (ASX).
Shares on issue as at 31 March 2022:
Register
New Zealand
Australia
Total
Security
MPG (NZX)
MPP (ASX)
MPG (Dual)
Holders
Units
2,727
107
2,834
183,382,989
1,995,097
185,378,086
Securities issued, and still outstanding, under the 2017 – 2022 long-term incentive plans as at 31 March 2022:
Long-Term Incentive Scheme
2019 Performance Share Rights
2019 Share Options
2020 Performance Share Rights
2020 Share Options
2021 Performance Share Rights
2021 Share Options
2022 Performance Share Rights
2022 Share Options
Security
MPG (NZX)
MPG (NZX)
MPG (NZX)
MPG (NZX)
MPG (NZX)
MPG (NZX)
MPG (NZX)
MPG (NZX)
Holders
24
24
27
27
9
9
11
11
Units
374,275
1,193,009
1,287,961
3,434,556
1,442,516
2,704,717
808,464
1,563,033
80
2022 Annual Report Top 20 Shareholders
Metroglass’ top 20 registered shareholders as at 31 March 2022 were as follows:
Rank
Investor name
Shares at
31 March 2022
%
Shares
1
2
3
4
5
6
7
8
9
10
11
12
13
13
13
14
15
16
16
16
Masfen Securities Limited
HSBC Nominees (New Zealand) Limited1
Takutai Limited
Accident Compensation Corporation1
Benjamin James Renshaw
New Zealand Depository Nominee
Custodial Services Limited
Trevor John Logan
FNZ Custodians Limited
Da Wei Chu Su
ASB Nominees Limited
Hui Wen Yang
William Orr & Amy Amelia Orr
Eric Francis Barratt & Hyun Ju Barratt
Andrew Rutherford Wallace & Miranda Ruth Burdon
Kevin John Summersby
Jonathan Mapp
Gmh 38 Investments Limited
Bowenvale Investments Limited
Weijun Zhang & Yuhua Yang
25,401,929
21,866,080
16,988,831
11,534,695
5,386,260
4,273,981
2,469,429
2,400,000
1,928,166
1,580,000
1,462,267
1,390,000
1,200,000
1,200,000
1,200,000
1,101,500
1,001,000
1,000,000
1,000,000
1,000,000
13.7
11.8
9.16
6.22
2.91
2.31
1.33
1.29
1.04
0.85
0.79
0.75
0.65
0.65
0.65
0.59
0.54
0.54
0.54
0.54
Totals: Top 20 registered holders of ordinary shares
Totals: Remaining holders’ balance
105,384,138
79,993,948
56.85%
43.15%
1 Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial depository service which allows electronic trading of securities by its
members and does not have a beneficial interest in these shares. As at 31 March 2022, a total of 33,400,775 Metroglass shares (or 18.02% of the ordinary shares on issue) were
held through NZCSD.
Substantial Shareholders
According to the records kept by the company under the Financial Markets Conduct Act 2013 the following were substantial
holders in the company as at 31 March 2022. Shareholders are required to disclose their holdings to Metroglass and to its
share registrar by giving a ‘Substantial Shareholder Notice’ when:
• They begin to have a substantial shareholding (5% or more of Metroglass’ shares)
• There is a subsequent movement of 1% or more in a substantial holding, or if they cease to have a substantial holding
• There is any change in the nature or interest in a substantial holding.
Investor name
Masfen Securities Limited
Bain Capital Credit, LP
Takutai Limited
Accident Compensation Corporation
Number of shares
as at 31 March 2022
25,401,929
21,162,862
16,988,831
11,534,695
%
13.70
11.42
9.16
6.22
Date of most
recent notice
17/02/20
30/11/18
14/02/22
25/03/19
81
Statutory Information Distribution of Shareholders
As at 31 March 2022:
Range
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 50,000
50,001 – 100,000
Greater than 100,000
Total
Voting Rights
Number of
holders
241
914
491
854
163
171
%
8.50
32.25
17.33
30.13
5.75
6.03
Number of
shares
160,825
2,619,147
4,019,830
20,769,185
11,931,631
145,877,468
2834
100.00%
185,378,086
%
0.09
1.41
2.17
11.2
6.44
78.69
100.00%
Section 15 of the company’s constitution states that a shareholder may vote at any meeting of shareholders in person or through
a representative. Metroglass conducts voting by way of a polls; using this method every shareholder present (or through their
representative) has one vote per fully-paid-up share they hold. Unless the board determines otherwise, shareholders may not
exercise the right to vote at a meeting by casting postal votes. More detail on voting can be found in Metroglass’ constitution
available on the company’s website at: www.metroglass.co.nz/investor-centre/governance/.
Trading Statistics
Metroglass is listed on both the NZX and ASX. The trading ranges for the period 1 April 2021 to 31 March 2022 are as follows:
Minimum:
Maximum:
Range:
Total shares traded
NZX (NZD)
ASX (AUD)
$0.285 (23/03/21)
$0.295 (30/03/22)
$0.46 (17/08/21)
$0.45 (17/09/21)
$0.285 – $0.46
$0.295 – $0.45
26,637,416
366,222
1 Trading in Metroglass shares on the ASX is less liquid than it is on the NZX. The final date on which shares were traded on the ASX during the 12 months to 31 March 2022 was
30 March 2022.
Dividend Policy
Dividends and other distributions with respect to the shares are only made at the discretion of the board of Metroglass.
Any dividend can only be declared by the board if the requirements of the Companies Act 1993 are also satisfied. The board’s
decision to declare a dividend (and to determine the quantum of the dividend) for shareholders in any financial year will depend on,
among other things:
• All statutory or regulatory requirements
• The financial performance of Metro Performance Glass
• One-off or non-recurring events
• Metroglass’ capital expenditure requirements
• The availability of imputation credits
• Prevailing business and economic conditions
• The outlook for all of the above
• Any other factors deemed relevant by the board.
Over the past four financial years, the company has prioritised debt reduction and worked towards achieving a leverage ratio for
the Group (as measured by net debt to rolling 12-month EBITDA) of approximately 1.5 times. At 31 March 2022, this ratio was 3.7
times (on a pre-IFRS 16 basis).
No dividends have been declared in respect of the 2022 financial year. The impact of additional COVID-19 lockdowns and significant
supply chain disruption has delayed the resumption of dividends. Once business conditions allow, the company will seek to pay
dividends of between 50% and 70% of Net Profit After Tax before significant items, subject to several considerations including
those listed above.
82
2022 Annual Report NZX and ASX Waivers
Metroglass does not have any waivers from the requirements of the NZX Main Board Listing Rules and has waivers in place with the
ASX that are standard for a New Zealand company listed on the ASX.
Metroglass has an ASX Foreign Exempt Listing on the ASX. This category is based on a principle of substituted compliance,
recognising that for secondary listings, the primary regulatory role and oversight rest with the home exchange. Metroglass
continues to have a full listing on the NZX Main Board.
Disclosure of Directors’ Interests
Directors disclosed, under section 140(2) of the New Zealand Companies Act 1993, the following interests as at 31 March 2022:
Director and Company
Angela Jennifer Bull
Foodstuffs South Island Limited
Realestate.co.nz
Real Estate Institute of New Zealand
Tramco Group
Lisa Julia Mayne
n/a
Mark Kenneth Eglinton
NDA Group Limited
Sail City No 36 Limited
Snapper Rock International Limited
Young Enterprise Trust
Peter Ward Griffiths
Another New Plane Co. Limited
Great Barrier Airlines Limited
New Zealand Business and Parliament Trust
NZDS Properties (No 2) Limited
Rhys Jones
Resin & Wax Holdings Limited
Ridley Corporation Limited
Vulcan Steel Limited
Vulcan Steel Pty Limited
Graham Robert Stuart
EROAD Limited
Leroy Holdings Limited
Northwest Healthcare Properties Management Limited
Tower Limited
Vinpro Limited
H4G Limited
Position
Director
Director
Director
Chief Executive
Director/Shareholder/Officer
Director/Shareholder
Chair
Trustee
Director/Shareholder
Director/Shareholder
Chair/Trustee
Director/Shareholder
Chair/Shareholder
Director
Director/Shareholder
Director/Shareholder
Director
Director/Shareholder
Director
Director
Director
Chair
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Statutory Information Subsidiaries and Subsidiary Directors
Section 211(2) of the Companies Act 1993 requires the company to disclose, in relation to its subsidiaries, the total remuneration
and value of other benefits received by the directors and former directors, together with particulars of entries in the interests
registers made, during the year ended 31 March 2022.
No group employee appointed as a director of Metro Performance Glass Limited or its subsidiaries receives or retains any
remuneration or other benefits in their capacity as a director, and each is a full-time group employee. The remuneration and
other benefits of such employees and former employees (received as employees) totalling NZ$100,000 or more during the
year ended 31 March 2022 is included in the remuneration bandings disclosed on page 79 of this Annual Report.
As at 31 March 2022, Metroglass’ subsidiary companies and subsidiary directors were:
Company
Australian Glass Group (Holdings) Pty Limited
Australian Glass Group Finance Company Pty Limited
Australian Glass Group Investment Company Pty Limited
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
Directors
Simon Mander, Brent Mealings
Simon Mander, Brent Mealings
Simon Mander, Brent Mealings
Simon Mander, Brent Mealings
Simon Mander, Brent Mealings
Simon Mander, Brent Mealings
Simon Mander, Brent Mealings
Simon Mander, Brent Mealings
Simon Mander, Brent Mealings
Simon Mander, Brent Mealings
Simon Mander, Brent Mealings
Directors’ Shareholding in Metroglass
The directors’ respective interests in Metroglass shares as at 31 March 2022 are as follows:
Angela Bull*
Mark Eglinton
Peter Griffiths
Rhys Jones
Graham Stuart
Julia Mayne
Number of shares
in which a relevant
interest is held Acquisition dates
Disposal dates
65,825 10/07/17, 30/08/17, 28/08/18 and 28/02/20
40,000 28/05/21
250,500 Eight dates between 16/05/16 and 26/05/21
58,000 31/08/18
100,000 28/02/20
25,000 23/02/22
n/a
n/a
n/a
n/a
n/a
* Angela Bull resigned as a director on 4 April 2022. In accordance with the Metro Securities Trading Policy Angela Bull remains bound under the terms of this policy for six months from
resignation date.
Donations
For the year ended 31 March 2022, Metroglass, including its subsidiaries, made donations of $6,965.22 (2021: $9,143.49).
Net Tangible Assets Per Security
Net tangible assets per security at 31 March 2022: 16.62 cents (31 March 2021: 15.52 cents (restated)).
Currency
Within this Annual Report, all amounts are in New Zealand dollars unless otherwise specified.
Credit Rating
Metroglass has not requested a credit rating.
84
2022 Annual Report Company Directory
COMPA NY
DIRECTORY
Registered Office
5 Lady Fisher Place
East Tamaki
Auckland 2013
New Zealand
Email: glass@metroglass.co.nz
Phone: +64 927 3000
Board of Directors
Peter Griffiths – Non-Executive Chair
and Member of the People and Culture Committee
Rhys Jones – Non-Executive Director
and Member of the People and Culture Committee
Graham Stuart – Non-Executive Director
and Chair of the Audit and Risk Committee
Mark Eglinton – Non-Executive Director
and Chair of the People and Culture Committee
Julia Mayne - Non-Executive Director
and Member of the Audit and Risk Committee
Jenn Bestwick - Non-Executive Director
and Member of the Audit and Risk Committee
Senior Leadership Team
Simon Mander – Chief Executive Officer
Brent Mealings – Chief Financial Officer
Robyn Gibbard – GM Upper North Island
Nick Hardy-Jones – GM South Island
Nick Johnson – Chief Information Officer
Amandeep Kaur – Group Safety and Wellbeing Manager
Barry Paterson – GM Commercial Glazing and Technical
Andreas Paxie – GM Lower North Island
Dayna Roberts – Human Resources Director
Auditor
PricewaterhouseCoopers
15 Customs Street West
Auckland 1010
New Zealand
Lawyers
Bell Gully
Vero Centre
48 Shortland Street
Auckland 1140
New Zealand
Bankers
ASB Bank Limited
Westpac New Zealand Limited
Westpac Banking Corporation
Share Registrar
Link Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
PO Box 91976, Auckland 1142
New Zealand
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/investor-centre/
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Investor Calendar
2022 Annual Shareholders’ Meeting
9 August 2022
2023 Half Year balance date
30 September 2022
2023 Half Year results announcement
November 2022
2023 Full Year balance date
31 March 2023
2023 Full Year results announcement
May 2023
85
metroglass.co.nz