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Annual Report 2002 - Scott Technology Ltd

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SCOTT TECHNOLOGY LIMITED <strong>2002</strong> ANNUAL REPORT


CONTENTS<br />

Highlights 1<br />

Chairman’s <strong>Report</strong> 2<br />

Chief Executive’s <strong>Report</strong> 5<br />

Board of Directors 9<br />

Financial Statements 10<br />

Trend Statement 20<br />

Shareholder Information 21<br />

Directors’ Interests 22<br />

Auditor’s <strong>Report</strong> 23<br />

Directory 24


HIGHLIGHTS<br />

Diversification continues – both<br />

industry and geographic<br />

Successful acquisition of CBS<br />

Engineering<br />

Forward work and orders received<br />

at record levels<br />

Partnership with dynamic meat<br />

processing company, PPCS, to<br />

develop innovative automation for<br />

meat processing.<br />

page 1<br />

FINANCIAL CALENDAR<br />

<strong>Annual</strong> Meeting<br />

Thursday 5th December <strong>2002</strong> at 4.00 p.m.<br />

at Christchurch Netball Centre, 455 Hagley<br />

Avenue (South Hagley Park), Christchurch.<br />

Proxies close<br />

Tuesday 3rd December <strong>2002</strong> at 4.00 p.m.<br />

Final Dividend<br />

record date 29th November <strong>2002</strong><br />

payable 5th December <strong>2002</strong><br />

Bonus Issue 1 for 8<br />

allotment date 29th November <strong>2002</strong>


The Directors are pleased to report that <strong>Scott</strong> <strong>Technology</strong><br />

<strong>Ltd</strong> achieved a significant profit improvement for the<br />

year ended 31 August <strong>2002</strong> of $3,671,000. The net<br />

profit after tax of $2,433,000 compared with a net<br />

profit after tax of $415,000 in the previous year. This<br />

result was achieved on group sales for the year of $29.2<br />

million, a significant increase over the $16.6 million<br />

achieved in the previous corresponding year. The profit<br />

for the second half of the year was at near record levels<br />

for the company, with an operating surplus before tax<br />

for the six months of $2,658,000, representing a major<br />

improvement on the $614,000 earned in the second<br />

half of last year.<br />

page 2<br />

This result further strengthens an already impressive<br />

balance sheet, with total shareholders’ equity increasing<br />

by $1.5 million from $12 million in 2001 to $13.5<br />

million at 31 August <strong>2002</strong>. The net working capital<br />

position improved over the year and was $5.8 million<br />

at 31 August <strong>2002</strong>, a pleasing increase from the $4.3<br />

million at August 2001. Net operating cash inflows for<br />

the year of $7.2 million, reflect both the performance<br />

achieved during the year and the receipt of advance<br />

payments from customers for projects to be completed<br />

after the year-end. The balance sheet strength is<br />

highlighted by the fact the company carries no debt and<br />

has $6.6 million of cash on hand at year-end.<br />

CHAIRMAN’S REPORT<br />

Graeme J. Marsh<br />

Chairman


DIVIDEND<br />

The Directors have declared a final dividend of<br />

8.0 cents per share, bringing the total dividend<br />

for the year to 11.0 cents per share. This<br />

compares to a total dividend of 5.5 cents per<br />

share paid in respect of the 2001 year, and is<br />

in line with the dividend of 11 cents per share<br />

paid in respect of the 2000 and 1999 years.<br />

The dividend will be fully imputed and a<br />

supplementary dividend will apply to overseas<br />

shareholders.<br />

BONUS ISSUE<br />

The present level of forward contract orders<br />

and profitability, together with strong current<br />

sales enquiries, provides <strong>Scott</strong> <strong>Technology</strong> with<br />

a solid base to build on the results of the past<br />

year. As an indication of the Board’s confidence<br />

in the future performance of the company, the<br />

Directors have declared a one for eight nontaxable<br />

bonus issue of shares. This bonus issue<br />

will be made immediately following payment of<br />

the final dividend. This also acknowledges<br />

shareholders’ commitment to <strong>Scott</strong> <strong>Technology</strong><br />

over the past two years when the company’s<br />

performance was affected by a downturn in its<br />

international markets.<br />

industries. This industry diversification was<br />

boosted during the year by the purchase in<br />

February <strong>2002</strong> of the CBS Engineering, Auckland<br />

business to complement <strong>Scott</strong> Automation’s<br />

Dunedin base. Of particular value is the team<br />

of experienced technically skilled staff and strong<br />

history of automation in the package handling<br />

industry, which provides an attractive addition to<br />

the <strong>Scott</strong> Automation business plan. <strong>Scott</strong>s also<br />

took over the CBS Australian marketing office in<br />

Sydney and this gave the <strong>Scott</strong> group a strong<br />

presence in this important market.<br />

<strong>Scott</strong>s also purchased the Betts Wine equipment<br />

business from CBS. Betts is one of New Zealand’s<br />

largest suppliers of equipment to the wine industry<br />

and the importation of world-class wine processing<br />

plant is supplemented by the design and<br />

construction of specialised robotic and logistics<br />

handling equipment manufactured in the Auckland<br />

complex.<br />

Since balance date, <strong>Scott</strong>s have purchased the<br />

one hectare industrial premises in Auckland<br />

previously leased from CBS. This provides the<br />

company with a major freehold industrial site<br />

with considerable potential for future expansion.<br />

page 3<br />

The company’s depreciation charge each year<br />

covers most of the plant replacement programme<br />

and Directors intend to utilise a high proportion<br />

of tax-paid profits for the foreseeable future for<br />

the payment of dividends. At this time it is the<br />

intention to at least maintain the rate of dividend<br />

on the increased capital and this will be subject<br />

to profitability forecasts being met and no<br />

unforeseen factors affecting our markets.<br />

COMPANY STRATEGY<br />

<strong>Scott</strong> <strong>Technology</strong>’s new management team is now<br />

firmly in place, with the company’s strategic plan<br />

continuing to be implemented and further<br />

developed. The company’s broad strategy includes<br />

diversification in both the geographical market<br />

to continue its success in the appliance industry,<br />

and also expansion into other industries through<br />

<strong>Scott</strong> Automation <strong>Ltd</strong>, which has the objective of<br />

leveraging the company’s considerable intellectual<br />

knowledge and experience into non-appliance<br />

<strong>Scott</strong> <strong>Technology</strong> <strong>Ltd</strong> recently announced the<br />

development of a successful joint venture with<br />

PPCS Limited. Both companies are world leaders<br />

in their respective markets and are working<br />

together to re-engineer the meat processing<br />

industry. This exciting development has the<br />

potential to revolutionise the meat processing<br />

industry and provide both PPCS and <strong>Scott</strong> the<br />

opportunity to further consolidate their position<br />

as world leaders in their respective industries.<br />

Currently, the majority of the group’s forward<br />

work is in the area of appliance automation and<br />

with substantial orders received for new production<br />

lines, the management team has sought new<br />

innovative ways to expand existing capacity.


CHAIRMAN’S REPORT<br />

page 4<br />

This has been achieved by the introduction of shift<br />

work, particularly in the design and the<br />

manufacturing of components where the full and<br />

efficient utilisation of the company’s resources is<br />

critical to increase in-house manufacturing capacity.<br />

The company has utilised significant sub-contract<br />

resources and the company’s new base in Auckland<br />

will assist to access a wider range of subcontractors<br />

within the Auckland industrial area.<br />

CORPORATE GOVERNANCE<br />

The Board of Directors maintains effective control<br />

over the company as well as monitoring executive<br />

management.<br />

The Directors meet monthly throughout the year<br />

and oversee all matters of corporate governance,<br />

development of long-term strategic plans and<br />

financial management.<br />

The Board comprises four non-executive Directors<br />

and two Executive Directors.<br />

When <strong>Scott</strong> <strong>Technology</strong> <strong>Ltd</strong> was established as<br />

a separate public company in 1997, Directors’<br />

fees totalling $100,000 were approved. Lesser<br />

amounts were expended annually for the five years<br />

from 1997 until <strong>2002</strong> and as from 1 September<br />

<strong>2002</strong> the total Directors’ fees have been increased<br />

to the $100,000 p.a. being the total approved<br />

in 1997.<br />

AUDIT COMMITTEE<br />

The <strong>Scott</strong> <strong>Technology</strong> <strong>Ltd</strong> Audit Committee<br />

overviews internal controls and financial reporting<br />

and reviews the company’s financial procedures<br />

with the company’s auditors.<br />

REMUNERATION COMMITTEE<br />

The non-executive Directors comprise the<br />

Remuneration Committee which sets overall<br />

remuneration for executive Directors and other<br />

senior management.<br />

TREASURY COMMITTEE<br />

The Treasury Committee overviews the company’s<br />

treasury practices, including foreign exchange<br />

cover and short-term cash investments.<br />

SPECIAL RESOLUTION<br />

A special resolution will be put to shareholders<br />

at the <strong>Annual</strong> Meeting to remove a clause requiring<br />

mandatory retirement of Directors at age seventy,<br />

as this is inconsistent with the Bill of Rights. The<br />

New Zealand Stock Exchange has expressed a<br />

strong preference that this clause be removed.<br />

OUTLOOK<br />

The year has been one of considerable<br />

advancement for <strong>Scott</strong> <strong>Technology</strong>. The Directors<br />

believe that the company is in a very strong<br />

position, with record levels of orders received<br />

and the diversification into non-appliance industries<br />

well under way. <strong>Scott</strong> Automation’s developing<br />

expertise in robotics enables it to undertake<br />

complex automation projects which keep it at the<br />

forefront of global technology. There are few<br />

companies who can offer this level of integration<br />

and <strong>Scott</strong> Automation is looking to expand the<br />

market beyond Australasia for such automation<br />

expertise.<br />

The current business problems faced by some<br />

major companies in the U.S.A. stem from<br />

aggressive over-priced acquisitions and mergers<br />

with ridiculous levels of debt and a lack of<br />

corporate governance by Boards of Directors<br />

dominated by management. Fortunately we have<br />

not experienced such a trend in New Zealand<br />

and <strong>Scott</strong> <strong>Technology</strong> <strong>Ltd</strong> must rank as one of<br />

the country’s most conservative listed companies,<br />

with no debt, substantial short-term cash<br />

investments, and no intangibles in its balance<br />

sheet. Your Board of Directors will continue to<br />

act in a responsible manner, utilising its<br />

considerable finance resources in the best<br />

interests of the company and its shareholders.<br />

The Directors are very pleased with the current<br />

outlook and international acceptance of <strong>Scott</strong><br />

products and have confidence that the company<br />

will continue to improve the rewards to all<br />

stakeholders.<br />

The Directors take this opportunity to acknowledge<br />

our dedicated management and staff for their<br />

continuing commitment and application during<br />

this exciting time in the company’s development.<br />

I also thank my fellow Directors for their continued<br />

support, wise counsel and enthusiasm. The team<br />

approach is very important at <strong>Scott</strong>, where the<br />

real value of the company is not in bricks and<br />

mortar but is in the people that make the vision<br />

a reality.<br />

Graeme J. Marsh<br />

Chairman


The past financial year has been a very progressive<br />

period that has seen considerable diversification<br />

and growth occur within the company. The<br />

business downturn experienced during the previous<br />

year continued to impact on the company’s<br />

performance through to mid-year whereupon the<br />

anticipated release of capital expenditure,<br />

particularly from within the North American<br />

appliance manufacturing industry, resulted in a<br />

progression of very significant high value orders<br />

being secured by the company. This workload has<br />

provided the base for a highly accelerated and<br />

significant lift in performance through year-end<br />

and well into the future.<br />

REVIEW OF OPERATIONS<br />

The year began with a number of lower value<br />

orders carried forward from the previous year.<br />

These orders, secured within a highly competitive<br />

environment at reduced margins, extended into<br />

industries beyond appliance manufacture and<br />

provided provided a base workload but limited<br />

opportunity for improved performance.<br />

page 5<br />

CHIEF EXECUTIVE’S REPORT<br />

Kevin J. Kilpatrick<br />

Chief Executive Officer<br />

Several orders of significant value were secured<br />

from Australia, the United States of America and<br />

Mexico during the first quarter initiating the<br />

performance lift that contributed to the modest<br />

mid-year result. These orders, boosted by several<br />

further high value orders secured from China,<br />

Australia, the United States of America and New<br />

Zealand during the second half of the financial<br />

year, set the course from recovery to renewed<br />

growth which contributed to the year-end result.<br />

At year-end the company was working on nine<br />

major production systems with four automated<br />

production systems under construction or<br />

undergoing testing at the Company’s Dunedin<br />

facility and a further five large appliance production<br />

systems under construction at the company’s<br />

Christchurch facility. Subsequent to year end<br />

orders for a further three systems, destined for<br />

the United States of America and Brazil have<br />

been received.


CHIEF EXECUTIVE’S REPORT<br />

Fitting-out automated<br />

assembly machine.<br />

page 6<br />

During the year, a production system was<br />

designed, constructed and shipped to a customer<br />

in China. This project, the company’s second for<br />

the independent Chinese appliance producer, was<br />

integrated with a system previously provided by<br />

<strong>Scott</strong>. The installation, commissioning and signoff<br />

have subsequently been successfully completed,<br />

further cementing our excellent relationship with<br />

our client and furthering the company’s reputation<br />

and credibility within the Chinese market.<br />

The current year has seen a period of acquisition,<br />

diversification and growth. This is in contrast to<br />

the consolidation measures implemented last<br />

year in response to the business downturn in the<br />

company’s market at that time. The workforce<br />

has increased in both Dunedin and Christchurch<br />

in line with expansion requirements and in<br />

accordance with our current growth strategy.<br />

The centralisation of appliance business in<br />

Christchurch has allowed major efficiency gains<br />

to be realised and the establishment of <strong>Scott</strong><br />

Automation in Dunedin has set the course for<br />

diversification. The acquisition of the business<br />

assets of Auckland based CBS Engineering during<br />

the year, renamed <strong>Scott</strong> Automation – Package<br />

Handling Division, and its integration into <strong>Scott</strong><br />

Automation, both achieves and allows further<br />

diversification and growth opportunities in robotics.<br />

Engineering and technology strengths that exist<br />

within the company continue to be developed and<br />

enhanced through ongoing training, educational<br />

programmes and through targeted recruitment<br />

programmes.<br />

SCOTT TECHNOLOGY LTD<br />

The company’s sales and marketing programme,<br />

led by our Sales & Marketing Manager, Gordon<br />

Todd, has achieved record levels of sales and<br />

has cemented the company’s position as a supplier<br />

of choice for the major American whiteware<br />

appliance manufacturers.<br />

Market analysis indicates the current surge of<br />

demand from the North American market is<br />

driven by economic recovery factors combined<br />

with the emergence of niche markets for higher<br />

cost “fashion” products. Because of changing<br />

trends in the global appliance industry, this<br />

demand is expected to continue for several years.<br />

Whiteware appliance production in China<br />

continues to increase at a very significant level<br />

in terms of units produced for both local<br />

consumption and export. <strong>Scott</strong> <strong>Technology</strong> is<br />

currently pursuing specific options to improve<br />

our credibility and ability to penetrate this market.<br />

It is anticipated that the developing China market<br />

will provide increased opportunities for <strong>Scott</strong>.


Letter to <strong>Scott</strong> <strong>Technology</strong> from Danny W. Bothe, Broan-NuTone LLC<br />

“July 24, <strong>2002</strong> marked the tenth anniversary of<br />

the Range Hood System dedication and start-up<br />

as an integrated system.<br />

Since then, almost 14,000,000 products have<br />

been completed through the system made to the<br />

highest quality standards in the industry.<br />

The system has operated almost flawlessly for<br />

this 10-year period. Productivity, uptime and<br />

output far exceed expectations, die sharpening<br />

intervals exceed 500,000 hits and paint quality<br />

levels of 99%+ are the norm.<br />

These results can only be achieved with superior<br />

equipment based on a solid foundation of world<br />

class engineering and professionals.<br />

The <strong>Scott</strong> team of multi-talented, skilled and<br />

dedicated members is to be congratulated for<br />

their critical role in this success.<br />

We will certainly never forget and do frequently<br />

recall the many individual and collective efforts<br />

that transformed this evolutionary concept of<br />

manufacturing into a reality.<br />

I wanted to inform you of this milestone<br />

achievement and hope you and the good people<br />

of <strong>Scott</strong> <strong>Technology</strong> are doing well.”<br />

Sincerely,<br />

Danny W. Bothe<br />

Advanced Manufacturing Engineering Manager<br />

Broan-NuTone LLC<br />

<strong>Scott</strong> <strong>Technology</strong> <strong>Ltd</strong>’s manufacturing effort, led<br />

by Philip Johnston as Operations Manager, has<br />

achieved near record sustainable throughput.<br />

Contributing greatly to this success, is Damon<br />

Page as Chief Design Engineer, Glenn Rose as<br />

Chief Controls Engineer and Iain Sillars as<br />

Workshop Manager who have led their teams to<br />

new levels of productivity and technical<br />

achievement. This has been achieved through the<br />

development of specialised project management<br />

techniques combined with a skilled, highly<br />

motivated, energetic and well lead workforce.<br />

The centralisation of the appliance business in<br />

Christchurch, combined with resource utilisation<br />

improvements, which include the introduction of<br />

an extensive nightshift operation, has realised<br />

significant efficiency and throughput gains.<br />

SCOTT AUTOMATION LTD<br />

The establishment of <strong>Scott</strong> Automation <strong>Ltd</strong> in<br />

Dunedin, led by Andrew Arnold as General<br />

Manager and supported by Brian Rekittke as<br />

Operations Manager, has progressed well through<br />

the year with a large “milestone” robotic<br />

automation system being designed and<br />

constructed for an Australian customer. This<br />

project has established <strong>Scott</strong> Automation as a<br />

serious contender within the robotics automation<br />

industry and has provided an automation<br />

precedent having significant export potential.<br />

The company recently announced a joint venture<br />

between itself and PPCS Limited where both<br />

companies are working together to re-engineer<br />

the meat processing industry. The first stage of<br />

a jointly developed robotic meat processing line<br />

is being field tested at one of PPCS’s processing<br />

plants. It is envisaged that this development will<br />

form part of a move towards a fully automated<br />

boning room, with major benefits expected to<br />

flow to PPCS and its farmer owners. A patent is<br />

pending which has been filed to protect the<br />

intellectual property developed on this project.<br />

The establishment of <strong>Scott</strong> Automation <strong>Ltd</strong>’s<br />

Package Handling Division in Auckland, through<br />

the acquisition of the business assets of CBS<br />

Engineering <strong>Ltd</strong>, has created a bridgehead for<br />

Automation within the center of New Zealand<br />

industry and established connections in Australia.<br />

page 7


CHIEF EXECUTIVE’S REPORT<br />

Appliance production system being<br />

commissioned in Christchurch.<br />

The Package Handling Division, led by Paul Denton,<br />

adds a further dimension to Automation’s business<br />

into industries including the food, dairy, wine and<br />

beverage industries to name a few.<br />

An important element of the Package Handling<br />

Division is the supply of equipment to the Wine<br />

industry through the activities of David Betts who<br />

led the Betts Wine business within CBS<br />

Engineering. Betts is the leading supplier of<br />

equipment to the Wine industry and this<br />

complements the design and build of our own<br />

robotic palletising and package handling systems<br />

for this sector of the market.<br />

A patent application has been filed for the<br />

company’s new “zero pressure” conveyor, which<br />

was recently showcased with much interest at<br />

the recent Packtech exhibition in Auckland.<br />

<strong>Scott</strong> Automation’s systems partnership with<br />

Kuka Roboter GmbH of Germany provides<br />

opportunities to enhance the package handling<br />

division’s competitive advantage.<br />

OUTLOOK<br />

The prime challenge for the management of <strong>Scott</strong><br />

<strong>Technology</strong> for the coming year will be resource<br />

management to achieve throughput requirements<br />

to meet schedules and maintain profit<br />

expectations.<br />

The North American market has emerged from<br />

the downturn, as signified by the contracts both<br />

secured and pending.<br />

The Chinese economy continues to grow rapidly<br />

and is expected to provide a substantial market<br />

for the company in the future, with greater long<br />

term potential than even the U.S.A.<br />

The management of <strong>Scott</strong> <strong>Technology</strong> <strong>Ltd</strong> faces<br />

the future with considerable confidence, arising<br />

from a record level of secured orders and<br />

customer negotiations for future contracts. The<br />

company has confirmed orders through the 2004<br />

year and new management initiatives to increase<br />

productivity are continuing to produce excellent<br />

results.<br />

page 8<br />

Kevin Kilpatrick<br />

Chief Executive Officer


Graeme J. Marsh<br />

CBE, BCom, FCA, Life FNZIM,<br />

FInstD<br />

Dunedin<br />

Chairman of Directors<br />

Appointed Director 1969<br />

Mr Marsh is Chairman of Mercy<br />

Hospital Dunedin Limited, Oakwood<br />

Securities Limited, Cooke Howlison<br />

<strong>Ltd</strong>, Director of Dunedin City Holdings<br />

Limited, a Member of Marsh Limited<br />

Advisory Board, and a Councillor of<br />

the University of Otago.<br />

Trevor D. <strong>Scott</strong><br />

BCom, FCA (PP), FNZIM<br />

Dunedin<br />

Appointed Director 1997<br />

Mr <strong>Scott</strong> is a Chartered Accountant in public<br />

practice and Chairman of Arthur Barnett Limited,<br />

Pacific Edge Biotechnology <strong>Ltd</strong>, a Director of<br />

Donaghys Limited, NZ Light Leathers <strong>Ltd</strong>, Mercy<br />

Hospital Dunedin Limited, New Zealand Seed Fund,<br />

and several other private companies. He is a<br />

Councillor of the University of Otago.<br />

Eion S. Edgar<br />

CNZM, BCom, FCA, ACCM<br />

Dunedin<br />

Appointed Director 1997<br />

Mr Edgar is Chairman of Forsyth Barr Group <strong>Ltd</strong>, Sinclair Investments<br />

<strong>Ltd</strong>, and a Director of Mobile Surgical Services <strong>Ltd</strong>, Mr Chips <strong>Ltd</strong>,<br />

Royal & Sun Alliance Insurance (NZ) <strong>Ltd</strong>, and Structureflex Holdings<br />

<strong>Ltd</strong>. He is also Chancellor of the University of Otago, Trustee of<br />

Arts Foundation of New Zealand, Trustee of the Halberg Trust,<br />

member of N.Z. Olympic Committee, a Director of the Edgar Sports<br />

Centre Inc, and Honorary Consul for Finland.<br />

Graham W. Batts<br />

CEng., FIPENZ, NZCE<br />

Dunedin<br />

Appointed Director 1969<br />

Mr Batts joined the company in 1956 and was Managing<br />

Director from 1969 to 1999. He spent a further 18<br />

months in an executive role based in London assessing<br />

the European market. Since retirement from his executive<br />

role in October 2000, Mr Batts has remained a<br />

Consultant to the Company and is Chairman of the newly<br />

formed subsidiary, <strong>Scott</strong> Automation Limited.<br />

Kevin J. Kilpatrick<br />

FNZIM, NZCE<br />

Christchurch<br />

Chief Executive Officer<br />

Appointed Director 2001<br />

Mr Kilpatrick joined the company in 1968 as an Engineering<br />

Draughting apprentice, became Junior Design Engineer in 1972<br />

and was promoted to Project Engineer in 1975. From 1983<br />

to 1995 Mr Kilpatrick was the Manager of the Christchurch<br />

Engineering Division and an executive board member. He was<br />

appointed Chief Executive Officer and a Director of <strong>Scott</strong><br />

<strong>Technology</strong> Limited in March 2001.<br />

Christopher C. Hopkins<br />

BCom, CA<br />

Dunedin<br />

Chief Financial Officer<br />

Appointed Director 2001<br />

Mr Hopkins joined the Donaghys Group, which<br />

included <strong>Scott</strong> <strong>Technology</strong> <strong>Ltd</strong>, in 1994 as Corporate<br />

Services Manager. In 1996, he assumed<br />

responsibility for the finance and administration<br />

for the company and oversaw the transition to a<br />

public listed company in 1997. He was appointed<br />

a Director of <strong>Scott</strong> <strong>Technology</strong> <strong>Ltd</strong> in August 2001.<br />

SCOTT TECHNOLOGY BOARD OF DIRECTORS<br />

page 9


STATEMENT OF FINANCIAL PERFORMANCE<br />

For the year ended 31 August <strong>2002</strong><br />

Consolidated<br />

Parent Company<br />

<strong>2002</strong> 2001 <strong>2002</strong> 2001<br />

Note $000 $000 $000 $000<br />

Group sales 29,192 16,629 18,392 16,341<br />

Operating surplus before tax 1 3,671 646 3,069 613<br />

Income tax charge 2 (1,238) (231) (1,022) (222)<br />

Net surplus after tax 2,433 415 2,047 391<br />

page 10<br />

STATEMENT OF M0VEMENTS IN EQUITY<br />

For the year ended 31 August <strong>2002</strong><br />

Consolidated<br />

Parent Company<br />

<strong>2002</strong> 2001 <strong>2002</strong> 2001<br />

$000 $000 $000 $000<br />

Equity at 1 September 2001 12,026 11,905 11,381 11,284<br />

Surplus<br />

Net surplus after tax 2,433 415 2,047 391<br />

Other movements<br />

Dividends paid to owners (979) (294) (979) (294)<br />

Equity at 31 August <strong>2002</strong> 13,480 12,026 12,449 11,381<br />

The notes appearing on pages 13 to 19 form part of, and are to be read in conjunction with, this statement.


STATEMENT OF FINANCIAL POSITION<br />

As at 31 August <strong>2002</strong><br />

Consolidated<br />

Parent Company<br />

<strong>2002</strong> 2001 <strong>2002</strong> 2001<br />

Note $000 $000 $000 $000<br />

Equity<br />

Share capital 3 7,440 7,440 7,440 7,440<br />

Capital reserves 4 676 676 676 676<br />

Revenue reserves 4 5,364 3,910 4,333 3,265<br />

Total shareholders' equity 13,480 12,026 12,449 11,381<br />

Current liabilities<br />

Trade creditors 1,504 620 1,050 500<br />

Contract claims (net) 5 4,012 - 4,945 -<br />

Sundry creditors and accruals 1,198 541 973 673<br />

Employee entitlements 823 577 632 551<br />

Provision for warranty 6 150 150 150 150<br />

Provision for tax 110 17 118 27<br />

7,797 1,905 7,868 1,901<br />

21,277 13,931 20,317 13,282<br />

Non current assets<br />

Property, plant and equipment 7 7,442 7,624 5,651 7,577<br />

page 11<br />

Investments<br />

Subsidiary companies 8 - - 2,113 (395)<br />

Other investments 43 88 43 88<br />

43 88 2,156 (307)<br />

Deferred tax benefit 9 146 34 146 34<br />

Current assets<br />

Cash and bank 10 6,581 1,988 6,967 1,955<br />

Trade debtors 6,350 3,353 4,989 3,187<br />

Sundry debtors and prepayments 293 67 232 66<br />

Inventories 11 422 326 176 319<br />

Contract work in progress (net) 5 - 451 - 451<br />

13,646 6,185 12,364 5,978<br />

21,277 13,931 20,317 13,282<br />

For and on behalf of the Board of Directors, which authorised the issue of the financial report on 24 October <strong>2002</strong>.<br />

G. J. Marsh K. J. Kilpatrick<br />

Director<br />

Director<br />

The notes appearing on pages 13 to 19 form part of, and are to be read in conjunction with, this statement.


STATEMENT OF CASH FLOW<br />

For the year ended 31 August <strong>2002</strong><br />

Consolidated Parent Company<br />

<strong>2002</strong> 2001 <strong>2002</strong> 2001<br />

Note $000 $000 $000 $000<br />

Cash flows from operating activities<br />

Cash was provided from:<br />

Receipts from operations 31,584 18,044 22,198 17,797<br />

Interest received 178 46 177 46<br />

31,762 18,090 22,375 17,843<br />

Cash was applied to:<br />

Payments to suppliers and employees 23,267 15,271 14,839 14,846<br />

Interest paid 18 112 12 112<br />

Company taxes paid 1,258 323 1,259 298<br />

24,543 15,706 16,110 15,256<br />

Net cash from operating activities 12 7,219 2,384 6,265 2,587<br />

page 12<br />

Cash flows from investing activities<br />

Cash was provided from:<br />

Sale of property, plant and equipment 4 75 - 75<br />

Sale of investments 45 78 45 78<br />

49 153 45 153<br />

Cash was applied to:<br />

Purchase of property, plant and equipment 481 201 319 201<br />

Investments placed - 4 - 4<br />

Purchase of business assets 13 1,213 - - -<br />

1,694 205 319 205<br />

Net cash used in investing activities (1,645) (52) (274) (52)<br />

Cash flows from financing activities<br />

Cash was applied to:<br />

Dividends paid 979 1,567 979 1,567<br />

Net cash used in financing activities (979) (1,567) (979) (1,567)<br />

Net movement in bank position 4,595 765 5,012 968<br />

Less effect of exchange rate change on foreign<br />

currency balance (2) (7) - -<br />

Opening bank position 1,988 1,230 1,955 987<br />

Closing bank position 6,581 1,988 6,967 1,955<br />

Represented by:<br />

Cash and bank 6,581 1,988 6,967 1,955<br />

The notes appearing on pages 13 to 19 form part of, and are to be read in conjunction with, this statement.


STATEMENT OF ACCOUNTING POLICIES<br />

<strong>Report</strong>ing Entity<br />

<strong>Scott</strong> <strong>Technology</strong> Limited is a public company registered<br />

under the Companies Act 1993. <strong>Scott</strong> <strong>Technology</strong> Limited<br />

is a reporting entity for the purposes of the Financial<br />

<strong>Report</strong>ing Act 1993. The financial statements of the<br />

company have been prepared in accordance with the<br />

Companies Act 1993 and the Financial <strong>Report</strong>ing Act<br />

1993.<br />

Measurement base<br />

The accounting principles recognised as appropriate for<br />

the measurement and reporting of earnings and financial<br />

position on an historical cost basis are followed by the<br />

group, with the exception that certain property, plant and<br />

equipment have been revalued.<br />

Specific accounting policies<br />

The specific accounting policies which materially affect<br />

the measurement of profit, financial position and cash<br />

flows are as follows:<br />

1. Basis of consolidation<br />

The consolidated financial statements are prepared from<br />

the audited accounts of the parent company and its<br />

subsidiary companies. All significant intercompany<br />

transactions have been eliminated on consolidation.<br />

2. Valuation of assets<br />

2.1 Land and buildings<br />

Land and buildings are revalued at appropriate intervals,<br />

not exceeding three years, to independent valuations.<br />

2.2 Plant, equipment and vehicles<br />

Plant was revalued in 1993 by an independent valuer<br />

pursuant to a fair value adjustment following the purchase<br />

of the minority shareholding in <strong>Scott</strong> <strong>Technology</strong> <strong>Ltd</strong> by<br />

the then parent company, Donaghys Limited. Revalued<br />

plant is recorded at this independent valuation less<br />

depreciation and subsequent additions are recorded at<br />

cost less depreciation. Equipment and vehicles are valued<br />

at cost less depreciation.<br />

2.3 Investments<br />

Investments in subsidiaries are valued at cost. Other<br />

investments are included at cost.<br />

2.4 Debtors<br />

Debtors are stated at estimated realisable value after<br />

providing for doubtful debts.<br />

2.5 Inventories<br />

Stocks and work in progress are valued at the lower of<br />

cost or net realisable value. Cost is principally determined<br />

on a “first-in first-out” basis, and in the case of<br />

manufactured goods includes direct materials, labour and<br />

production overheads.<br />

2.6 Contract work in progress<br />

Contract work in progress is recorded as an accumulation<br />

of the costs incurred to date, including overhead, plus<br />

any recognised profit less amounts received or receivable<br />

by way of progress payments on each particular contract.<br />

3. Income recognition<br />

3.1 Long-term contracts<br />

Profit on long-term contracts is accounted for using the<br />

percentage of completion method. At balance date an<br />

assessment is made of the percentage of completion and<br />

costs associated with the work done. Included in sales<br />

is the value attributed to work completed, which includes<br />

direct costs, overheads and profit. Provision is made for<br />

estimated future losses on the entire contract from the<br />

date that it is recognised that a contract loss may be<br />

incurred.<br />

3.2 Depreciation<br />

Depreciation has been charged on a straight line basis<br />

so as to write off the cost or valuation of the property,<br />

plant and equipment to their residual value over their<br />

estimated useful lives. The estimated useful lives in the<br />

major categories are as follows:<br />

Buildings<br />

Plant, equipment and vehicles<br />

4. Taxation<br />

40 - 50 years<br />

3 - 12 years<br />

Tax allocation accounting procedures are followed whereby<br />

the income tax expense is matched with the accounting<br />

profit after allowance for permanent differences. Income<br />

tax on net cumulative timing differences is set aside to<br />

the deferred taxation account at current rates using the<br />

liability method. Deferred tax is not accounted for on<br />

buildings as these are expected to be held long-term.<br />

5. Financial instruments<br />

The company enters into off balance sheet financial<br />

instruments to reduce exposure to fluctuations in foreign<br />

currency exchange rates and interest rates. These<br />

financial instruments are subject to market risk that<br />

market rates may change but any changes would generally<br />

be offset by opposite changes in the items being hedged.<br />

6. Foreign currencies<br />

Foreign currency transactions are translated to New<br />

Zealand dollars at exchange rates ruling on the date of<br />

payment, or receipt, or the rate included in applicable<br />

financial contracts. Variances are dealt with in the<br />

statement of financial performance.<br />

Assets and Liabilities in foreign currencies are translated<br />

into New Zealand dollars at the exchange rates current<br />

on balance date or at the rate included in applicable<br />

financial contracts. Variances are dealt with in the<br />

statement of financial performance.<br />

7. Cash flows<br />

For the purpose of the statement of cash flows, cash and<br />

cash equivalents are considered to be cash on hand and<br />

in banks, net of bank overdrafts.<br />

Changes in accounting policies<br />

There have been no changes to accounting policies during<br />

the year.<br />

page 13


NOTES TO THE FINANCIAL STATEMENTS<br />

For the year ended 31 August <strong>2002</strong><br />

Consolidated<br />

Parent Company<br />

<strong>2002</strong> 2001 <strong>2002</strong> 2001<br />

$000 $000 $000 $000<br />

1. Operating surplus<br />

The operating surplus is stated after charging:<br />

Auditor's remuneration - audit services 29 20 29 20<br />

- other services 42 2 2 2<br />

Depreciation - Freehold buildings 81 81 81 81<br />

- Leasehold buildings 45 54 - 54<br />

- Plant, equipment and vehicles 852 820 513 795<br />

Directors' fees 96 87 90 87<br />

Foreign exchange translation 38 18 - -<br />

Interest - bank overdraft 18 112 12 112<br />

Leasing and rental costs 288 255 183 216<br />

and after crediting:<br />

Interest received 178 46 177 46<br />

Foreign exchange gains 205 167 212 167<br />

Gain on sale of property, plant and equipment 2 45 - 45<br />

2. Income tax charge<br />

page 14<br />

Operating surplus before tax 3,671 646 3,069 613<br />

Prima facie tax at 33% 1,211 213 1,013 202<br />

Tax effect of permanent differences 27 18 9 20<br />

1,238 231 1,022 222<br />

Represented by:<br />

Current tax 1,336 528 1,121 519<br />

Deferred tax (99) (297) (99) (297)<br />

1,237 231 1,022 222<br />

Under/(Over) provision prior years - current tax 14 127 13 127<br />

- deferred tax (13) (127) (13) (127)<br />

1,238 231 1,022 222<br />

3. Share capital<br />

19,578,965 shares each fully paid 7,440 7,440 7,440 7,440<br />

4. Movements in reserves<br />

(a) Capital reserves<br />

Asset revaluation reserve<br />

Balance 31 August <strong>2002</strong> 676 676 676 676<br />

(b) Revenue reserves<br />

Balance 1 September 2001 3,910 3,789 3,265 3,168<br />

Net surplus after tax 2,433 415 2,047 391<br />

Dividend paid from revenue reserves (979) (294) (979) (294)<br />

Balance 31 August <strong>2002</strong> 5,364 3,910 4,333 3,265


NOTES TO THE FINANCIAL STATEMENTS<br />

Consolidated<br />

Parent Company<br />

<strong>2002</strong> 2001 <strong>2002</strong> 2001<br />

$000 $000 $000 $000<br />

5. Contract work in progress (net)<br />

Costs incurred and estimated earnings<br />

on uncompleted contracts 23,530 31,277 15,717 31,277<br />

Progress claims receivable (27,542) (30,826) (20,662) (30,826)<br />

(4,012) 451 (4,945) 451<br />

6. Provision for warranty<br />

Balance 1 September 2001 150 100 150 100<br />

Expensed during the year (34) (251) (24) (251)<br />

Increase in provision 34 301 24 301<br />

Balance 31 August <strong>2002</strong> 150 150 150 150<br />

Accumulated <strong>2002</strong> 2001<br />

At At depreciation Book Book<br />

cost valuation to date value value<br />

$000 $000 $000 $000 $000<br />

7. Property, plant and equipment<br />

Consolidated<br />

Freehold land - 410 - 410 410<br />

Freehold buildings 46 2,810 162 2,694 2,763<br />

Leasehold buildings 429 - 315 114 159<br />

Total land and buildings 475 3,220 477 3,218 3,332<br />

Plant, equipment and vehicles 6,390 5,439 7,605 4,224 4,292<br />

6,865 8,659 8,082 7,442 7,624<br />

Parent company<br />

Freehold land - 410 - 410 410<br />

Freehold buildings 46 2,810 162 2,694 2,763<br />

Leasehold buildings - - - - 159<br />

Total land and buildings 46 3,220 162 3,104 3,332<br />

Plant, equipment and vehicles 3,201 4,556 5,210 2,547 4,245<br />

3,247 7,776 5,372 5,651 7,577<br />

page 15<br />

Properties are valued in accordance with valuation reports of independent registered valuers<br />

dated August 2000. The valuers used are Ford Baker Valuation who are members of the New Zealand<br />

Institute of Valuers. Plant and equipment was independently valued by M J Austin of Fright<br />

Aubrey in May 1993.<br />

Parent Company<br />

<strong>2002</strong> 2001<br />

$000 $000<br />

8. Investments in subsidiary companies<br />

a) The parent company's investment in subsidiary companies comprised:<br />

Shares at cost 1,002 2<br />

Amounts owing from (to) subsidiary company 1,111 (397)<br />

2,113 (395)<br />

b) <strong>Scott</strong> Systems International Inc and <strong>Scott</strong> Automation <strong>Ltd</strong> are the principal trading subsidiaries,<br />

and are 100% owned. All subsidiary companies have 31 August as their balance date.


NOTES TO THE FINANCIAL STATEMENTS<br />

Consolidated<br />

Parent Company<br />

<strong>2002</strong> 2001 <strong>2002</strong> 2001<br />

$000 $000 $000 $000<br />

9. Deferred tax benefit<br />

Balance 1 September 2001 34 (390) 34 (390)<br />

Current year timing differences 99 297 99 297<br />

Prior year adjustment 13 127 13 127<br />

Balance 31 August <strong>2002</strong> 146 34 146 34<br />

10. Bank facilities<br />

The Group's banking arrangements are fully secured by a debenture charge given over the assets<br />

of <strong>Scott</strong> <strong>Technology</strong> Limited.<br />

11. Inventories<br />

The major categories are:<br />

Raw materials 302 50 19 50<br />

Other work in progress 120 276 157 269<br />

422 326 176 319<br />

page 16<br />

12. Reconciliation of net surplus after tax<br />

to net cash from operating activities<br />

Net surplus after tax 2,433 415 2,047 391<br />

Add/(less) non cash items<br />

Depreciation 978 955 594 930<br />

Increase/(decrease) in deferred tax benefit (112) (424) (112) (424)<br />

Net (gain)/loss on foreign currency balance 2 7 - -<br />

868 538 482 506<br />

Add/(less) movements in working capital items<br />

Decrease/(increase) in debtors (2,408) (2,474) (1,968) (2,475)<br />

Decrease/(increase) in inventories & contract<br />

work in progress 4,752 3,974 5,539 4,018<br />

Increase/(decrease) in creditors and provisions 1,483 (355) 931 (343)<br />

Decrease/(increase) in taxation refund due 93 331 91 348<br />

Increase/(decrease) in inter-company creditors - - (857) 187<br />

3,920 1,476 3,736 1,735<br />

Less items classified as investing<br />

Gain on sale of property, plant and equipment (2) (45) - (45)<br />

Net cash from operating activities 7,219 2,384 6,265 2,587


NOTES TO THE FINANCIAL STATEMENTS<br />

13. Acquisition of business assets<br />

The business assets of CBS Engineering were acquired on 8 February, <strong>2002</strong> and the results of the<br />

operations are included in the consolidated statement of financial performance as from that date.<br />

The acquisition affected the statement of financial position and cash flows as follows:<br />

Assets<br />

Increases from<br />

Acquisition<br />

$000<br />

Property, plant and equipment 317<br />

Trade debtors 815<br />

Inventories 471<br />

Liabilities<br />

Contract claims (net) (86)<br />

Sundry creditors and accruals (304)<br />

Net outflow of cash to the group 1,213<br />

14. Imputation credits<br />

Consolidated<br />

Parent Company<br />

<strong>2002</strong> 2001 <strong>2002</strong> 2001<br />

$000 $000 $000 $000<br />

page 17<br />

Balance 1 September 2001 556 1,029 556 1,029<br />

Taxation payments (net) 1,255 298 1,255 298<br />

Imputation credits attached to dividends paid (482) (771) (482) (771)<br />

Balance 31 August <strong>2002</strong> 1,329 556 1,329 556<br />

15. Contingent liabilities<br />

Performance bond guarantees - 1,368 - 1,368<br />

Stock exchange bond 75 75 75 75<br />

75 1,443 75 1,443<br />

In 2001, performance bond guarantees had been provided to customers in respect of a period<br />

of warranty. These guarantees expired in January <strong>2002</strong> and June <strong>2002</strong>.<br />

The parent company guarantees the obligations of subsidiary companies.<br />

16. Lease commitments<br />

Lease liabilities at balance date are classified as due:<br />

Within 1 year 183 183 183 183<br />

Within 1 - 2 years 183 183 183 183<br />

Within 2 - 5 years 550 550 550 550<br />

Beyond 5 years 366 550 366 550<br />

1,282 1,466 1,282 1,466


NOTES TO THE FINANCIAL STATEMENTS<br />

Consolidated<br />

Parent Company<br />

<strong>2002</strong> 2001 <strong>2002</strong> 2001<br />

$000 $000 $000 $000<br />

17. Capital commitments<br />

Capital expenditure not otherwise provided,<br />

but for which commitments have been contracted for 900 - 900 -<br />

18. Related party transactions<br />

The Group rents premises from interests associated with Mr. G.J. Marsh. Such transactions<br />

have been conducted on an arm’s length basis as follows:<br />

Rental of premises 183 194 183 194<br />

19. Segment information<br />

The Group operates in the engineering industry and operates sales and service centres in Dallas,<br />

USA and Sydney, Australia.<br />

20. Financial instruments<br />

The estimated fair values of financial instruments for the Group at 31 August <strong>2002</strong> were :<br />

<strong>2002</strong> 2001<br />

Carrying Fair Carrying Fair<br />

amount value amount value<br />

$000 $000 $000 $000<br />

page 18<br />

On balance sheet financial instruments<br />

Cash and short term deposits 6,581 6,581 1,988 1,988<br />

Trade debtors 6,350 6,350 3,353 3,353<br />

Trade creditors 1,504 1,504 620 620<br />

<strong>2002</strong> 2001<br />

Face value Fair value Face value Fair value<br />

$000 $000 $000 $000<br />

Off balance sheet financial instruments<br />

Foreign currency forward exchange contracts<br />

with external banks<br />

Group sells foreign currency 25,692 22,968 7,777 7,469<br />

The following methods and assumptions were used to estimate the fair value of each class of financial<br />

instrument.<br />

On balance sheet financial instruments<br />

The carrying amount is equivalent to the fair value.<br />

Off balance sheet financial instruments<br />

The fair value is based on the quoted market prices or foreign exchange spot prices for the applicable<br />

financial instruments.<br />

Collateral or other security to support financial instruments with credit risk is generally required.<br />

<strong>Scott</strong> <strong>Technology</strong> Limited is not exposed to any concentration of credit risk other than the counterparty<br />

risk with the bank in relation to the outstanding forward exchange contracts.


NOTES TO THE FINANCIAL STATEMENTS<br />

21. Employee share purchase plan<br />

On 10 April 1997 the company entered into a deed of trust creating the "<strong>Scott</strong> <strong>Technology</strong><br />

Employee Share Purchase Scheme". Under the deed <strong>Scott</strong> <strong>Technology</strong> advanced the scheme,<br />

by way of an interest bearing loan of $337,000 to enable 24 senior employees to acquire shares<br />

in the company at market value as assessed by an independent valuer. The deed places<br />

restrictions on the transfer of shares to employees over periods of up to five years during which<br />

time the shares and the attached voting rights are held by the trustees.<br />

The trustees of the scheme are G.J. Marsh, T.D. <strong>Scott</strong>, G.W. Batts and C.C. Hopkins. The<br />

Board of <strong>Scott</strong> <strong>Technology</strong> Limited has the power to appoint and remove trustees.<br />

<strong>2002</strong> 2001<br />

Shares held by trustees 1 September 2001 124,401 240,232<br />

Shares transferred to staff during the period (66,660) (115,831)<br />

Shares held by trustees 31 August <strong>2002</strong> 57,741 124,401<br />

The balance of loans owing by the scheme at 31 August <strong>2002</strong> was $38,928 (2001: $83,870).<br />

22. Subsequent events<br />

Purchase of property<br />

Subsequent to year end the Group purchased a property at Wharf Road, Auckland for $900,000<br />

(Government valuation $950,000).<br />

page 19<br />

Employee share purchase scheme<br />

Subsequent to year end, an employee share purchase scheme has been established to offer shares<br />

to employees on terms consistent with the provisions of section DF7 of the Income Tax Act 1994.<br />

The scheme is available to all full-time permanent employees who have completed at least 24<br />

months of continuous service with the company. Directors are not eligible to participate in the<br />

scheme. Eligible employees are able to purchase shares to a total value of $1,950 per employee<br />

on an interest-free basis for a period of three years. The shares allocated to eligible employees<br />

will not be vested until the expiry or the full repayment of the loan by the employees. The trustees,<br />

pursuant to a Trust deed, administer the shares in the scheme until ownership of the shares is<br />

vested with the employee.<br />

The trustees of the scheme are G.J. Marsh and C.C. Hopkins. The Board of <strong>Scott</strong> <strong>Technology</strong><br />

Limited has the power to appoint and remove trustees. On 5 December <strong>2002</strong> the scheme will<br />

acquire 145,300 shares at a price of $1.30 per share which will be funded by an interest free<br />

loan from <strong>Scott</strong> <strong>Technology</strong> Limited.


TREND STATEMENT<br />

<strong>2002</strong> 2001 2000 1999 1998<br />

$000 $000 $000 $000 $000<br />

Export sales 24,671 16,301 30,673 26,894 23,412<br />

New Zealand domestic sales 4,521 328 - 538 726<br />

Total group sales 29,192 16,629 30,673 27,432 24,138<br />

Earnings<br />

Operating surplus before tax 3,671 646 5,320 4,369 4,076<br />

Income tax 1,238 231 1,746 1,477 1,368<br />

Net surplus attributable to <strong>Scott</strong> <strong>Technology</strong><br />

Limited shareholders 2,433 415 3,574 2,892 2,713<br />

Dividends paid or payable 979 294 2,154 2,154 1,958<br />

Funds employed<br />

Paid-up ordinary capital 7,440 7,440 7,440 7,440 7,440<br />

page 20<br />

Reserves and retained earnings 6,040 4,586 4,465 3,201 2,463<br />

Shareholders' equity 13,480 12,026 11,905 10,641 9,903<br />

Total liabilities 7,797 1,905 3,906 6,435 6,144<br />

Total assets 21,277 13,931 15,811 17,076 16,047<br />

Statistics<br />

Net asset backing per share cents 69 61 61 54 51<br />

Earnings per share cents 12 2 18 15 14<br />

Earning rate on average shareholders'<br />

equity % 19 3 32 28 28<br />

Earning rate on average total assets % 14 3 22 17 19<br />

Capital ratio (equity as % of total assets) % 63 86 75 62 62


SHAREHOLDER INFORMATION<br />

Substantial shareholders<br />

The following information is given in accordance with section 26 of the Securities Amendment Act 1988.<br />

Names of substantial security holder<br />

Number of shares in which a relevant interest<br />

was held as at 11 October <strong>2002</strong><br />

1. Silveracres Nominees Limited 3,501,547 17.9%<br />

2. James Ian Urquhart 1,656,923 8.5%<br />

3. AMP Henderson Global Investors (New Zealand) Limited 1,237,168 6.3%<br />

(Includes non-beneficial relevant interests held by nominees)<br />

The total number of issued voting securities of the company as at 11 October <strong>2002</strong> was 19,578,965 ordinary shares.<br />

Under the provisions of the Securities Amendment Act 1988, more than one person can have a relevant interest in<br />

the same shares. Messrs. G.J. Marsh, W. J. Marsh, and Mrs. E. Marsh all have a relevant interest in the shares<br />

detailed in (1) above.<br />

Distribution of shares by holding size Number % of total Shares % of total<br />

1 - 1,000 1,698 41.8 866,333 4.4<br />

1,001 - 5,000 1,782 43.8 4,547,497 23.2<br />

5,001 - 10,000 365 9.0 2,709,507 13.8<br />

10,001 - 100,000 213 5.2 4,591,035 23.5<br />

100,001 and over 9 0.2 6,864,593 35.1<br />

Total and percentage 4,067 100.0 19,578,965 100.0<br />

Top 20 shareholders as at 11 October <strong>2002</strong> Shares %<br />

1 Silveracres Nominees Limited 3,501,547 17.88<br />

2 James Ian Urquhart 1,656,923 8.46<br />

3 AMP Life Limited 703,319 3.59<br />

4 NZGT Nominees Limited - AIF Equity Fund 280,189 1.43<br />

5 Cogent Nominees Limited 231,696 1.18<br />

6 Graham Batts 150,210 0.77<br />

7 Kevin James Kilpatrick & Shireen Kilpatrick 128,636 0.66<br />

8 Alice Mary Orr McKellar 112,073 0.57<br />

9 Public Nominees NZ Equities Discovery Trust 100,000 0.51<br />

10 Forbar Custodians Limited 91,176 0.47<br />

11 Graeme James Marsh 89,779 0.46<br />

12 National Nominees New Zealand Limited 79,998 0.41<br />

13 McMillan Nominees Limited 73,661 0.38<br />

14 Eunice Marsh 72,812 0.37<br />

15 Catherine Smith & David Dew 70,786 0.36<br />

16 Forsyth Barr Limited 60,930 0.31<br />

17 Ms Moira Lynch 60,000 0.31<br />

18 <strong>Scott</strong> <strong>Technology</strong> Limited Staff Scheme 57,741 0.29<br />

19 Est. Ian Edmond Orr McKellar 55,813 0.29<br />

20 Neville Garrett & Rosemarie Garrett 51,876 0.26<br />

7,629,165 38.96<br />

page 21<br />

Employee remuneration<br />

Remuneration and other benefits of $100,000 per annum or more, received or receivable by employees<br />

in their capacity as employees were:<br />

Salary range<br />

Number of employees<br />

$100,001 - $110,000 1<br />

$110,001 - $120,000 2<br />

$140,001 - $150,000 1<br />

$150,001 - $160,000 1<br />

The remuneration and other benefits of executive directors is included in the directors' interests.<br />

The market surveillance panel of the New Zealand Stock Exchange has granted an ongoing waiver in respect of the<br />

remuneration of the executive directors and other officers of <strong>Scott</strong> <strong>Technology</strong> Limited for services as employees (Listing<br />

Rule 9.2.1). The waiver is provided on the basis that the remuneration paid is not out of line with general market trends.<br />

Certificates to this effect are required to be provided by the company to the New Zealand Stock Exchange.


DIRECTORS’ INTERESTS<br />

Directors' shareholding as at 31 August <strong>2002</strong><br />

Beneficially owned Held by associated persons Non-beneficially held<br />

<strong>2002</strong> 2001 <strong>2002</strong> 2001 <strong>2002</strong> 2001<br />

G.W. Batts 150,210 150,210 10,000 - 57,741 124,401<br />

E.S. Edgar 12,500 12,500 10,000 10,000 - -<br />

C.C. Hopkins 4,650 3,875 6,350 2,475 57,741 124,401<br />

K.J. Kilpatrick 128,636 119,149 4,300 3,300 - -<br />

G.J. Marsh 89,779 89,779 3,581,610 3,581,610 57,741 124,401<br />

T.D. <strong>Scott</strong> 13,750 13,750 - - 57,741 124,401<br />

399,525 389,263 3,612,260 3,597,385<br />

page 22<br />

Directors' share dealings<br />

The details of disclosures by directors of acquisitions or disposals of shares directors held a relevant<br />

interest in were:<br />

Number of shares<br />

Consideration<br />

acquired Date Paid<br />

G.W. Batts 10,000 April <strong>2002</strong> $19,583<br />

C.C. Hopkins 4,650 1 May <strong>2002</strong> $3,135<br />

K.J. Kilpatrick 9,487 1 May <strong>2002</strong> $6,396<br />

1<br />

These shares were acquired as part of, and in accordance with, the Employee Share Purchase Plan established in<br />

1997. (refer note 21)<br />

Use of company information<br />

There were no notices from directors regarding the use of company information.<br />

Disclosures of interests by directors<br />

The following are general disclosures of interest given by directors of the company under section 140 of the Companies<br />

Act 1993:<br />

E. S. Edgar T. D. <strong>Scott</strong><br />

Chairman Forsyth Barr Group <strong>Ltd</strong>. Chairman Harraway & Sons <strong>Ltd</strong>.<br />

Chairman Sinclair Investments <strong>Ltd</strong>. Chairman Hirequip Holdings <strong>Ltd</strong>.<br />

Director Mr Chips <strong>Ltd</strong>. Chairman C.G. Surgical <strong>Ltd</strong>.<br />

Director Royal & Sun Alliance Insurance (NZ) <strong>Ltd</strong>. Chairman Tamahine Holdings <strong>Ltd</strong>.<br />

Director Structureflex Holdings <strong>Ltd</strong>. Chairman Zenoderm <strong>Ltd</strong>.<br />

Director St. Andrews Group <strong>Ltd</strong>. Chairman Arthur Barnett <strong>Ltd</strong>.<br />

Chancellor University of Otago Chairman Pacific Edge Biotechnology <strong>Ltd</strong>.<br />

Consultant T D <strong>Scott</strong> Chartered Accountants<br />

G. J. Marsh Director Mercy Hospital Dunedin <strong>Ltd</strong>.<br />

Chairman Oakwood Securities <strong>Ltd</strong>. Director New Zealand Light Leathers <strong>Ltd</strong>.<br />

Chairman Oakwood Properties <strong>Ltd</strong>. Director Oakwood Securities <strong>Ltd</strong>.<br />

Chairman Cooke Howlison <strong>Ltd</strong>. Director Scenic Circle Group of Companies<br />

Chairman Blackwell Motors <strong>Ltd</strong>. Director Donaghys Limited<br />

Chairman Mercy Hospital Dunedin <strong>Ltd</strong>. Director Blis <strong>Technology</strong> <strong>Ltd</strong>.<br />

Director Dunedin City Holdings <strong>Ltd</strong>. Director New Zealand Seed Fund<br />

Director Dunedin Electricity <strong>Ltd</strong>. Director Otago Innovation <strong>Ltd</strong>.<br />

Director Delta Utility Services <strong>Ltd</strong>. Director Endocrinz <strong>Ltd</strong>.<br />

Director Citibus Newton <strong>Ltd</strong>. Councillor University of Otago<br />

Director City Forests <strong>Ltd</strong>.<br />

Member Marsh Limited Advisory Board C.C. Hopkins<br />

Councillor University of Otago Director United Tooling Solutions <strong>Ltd</strong>.<br />

K.J. Kilpatrick<br />

Director Rapaura Vineyards <strong>Ltd</strong>.<br />

Remuneration of directors<br />

During the year to 31 August <strong>2002</strong>, the total remuneration and other benefits attributed to the directors of the company<br />

were as follows:<br />

Directors Fees Other Remuneration Total<br />

G.W. Batts 24,000 5,184 29,184<br />

E.S. Edgar 18,000 - 18,000<br />

C.C. Hopkins - 159,910 159,910<br />

K.J. Kilpatrick - 220,866 220,866<br />

G.J. Marsh 36,000 - 36,000<br />

T.D. <strong>Scott</strong> 18,000 - 18,000<br />

Directors' indemnity and insurance<br />

The company has made arrangements for the insurance of its directors to cover risks arising out of acts or omissions<br />

of directors and officers in their capacity as such.


AUDITOR’S REPORT<br />

To the Shareholders of <strong>Scott</strong> <strong>Technology</strong><br />

Limited<br />

We have audited the financial report on pages 10<br />

to 19. The financial report provides information<br />

about the past financial performance and financial<br />

position of the Company and of the Group as at<br />

31 August, <strong>2002</strong>. This information is stated in<br />

accordance with the accounting policies set out<br />

on page 13.<br />

Board of Directors’ Responsibilities<br />

The Board of Directors is responsible for the<br />

preparation, in accordance with New Zealand law<br />

and generally accepted accounting practice, of a<br />

financial report which gives a true and fair view of<br />

the financial position of the Company and of the<br />

Group as at 31 August, <strong>2002</strong> and of the results<br />

of their operations and cashflows for the year<br />

ended 31 August, <strong>2002</strong>.<br />

Auditor's Responsibilities<br />

It is our responsibility to express an independent<br />

opinion on the financial report presented by the<br />

Board of Directors and report our opinion to you.<br />

Basis of Opinion<br />

An audit includes examining, on a test basis,<br />

evidence relevant to the amounts and disclosures<br />

in the financial report. It also includes assessing:<br />

the significant estimates and judgements made<br />

by the Board of Directors in the preparation<br />

of the financial report, and<br />

whether the accounting policies are appropriate<br />

to the Company and the Group circumstances,<br />

consistently applied and adequately disclosed.<br />

We conducted our audit in accordance with<br />

generally accepted auditing standards in New<br />

Zealand. We planned and performed our audit so<br />

as to obtain all the information and explanations<br />

which we considered necessary in order to provide<br />

us with sufficient evidence to give reasonable<br />

assurance that the financial report is free from<br />

material misstatements, whether caused by fraud<br />

or error. In forming our opinion we also evaluated<br />

the overall adequacy of the presentation of<br />

information in the financial report.<br />

We provide taxation and consulting services to<br />

<strong>Scott</strong> <strong>Technology</strong> Limited. Other than in our capacity<br />

as auditors and the provision of taxation and<br />

consulting services we have no relationship with<br />

or interests in the Company or any of its<br />

subsidiaries.<br />

Unqualified Opinion<br />

We have obtained all the information and<br />

explanations we have required.<br />

In our opinion:<br />

proper accounting records have been kept by<br />

the Company as far as appears from our<br />

examination of those records; and<br />

the financial report on pages 10 to19:<br />

- complies with generally accepted accounting<br />

practice;<br />

- gives a true and fair view of the financial<br />

position of the Company and the Group as<br />

at 31 August, <strong>2002</strong> and the results of their<br />

operations and cashflows for the year ended<br />

on that date.<br />

Our audit was completed on 24 October, <strong>2002</strong><br />

and our unqualified opinion is expressed as at that<br />

date.<br />

Deloitte Touche Tohmatsu<br />

Dunedin<br />

page 23


DIRECTORY<br />

page 24<br />

<strong>Scott</strong> <strong>Technology</strong> <strong>Ltd</strong> - Head Office<br />

<strong>Scott</strong> House<br />

123 Crawford Street<br />

Private Bag 1960<br />

Dunedin<br />

New Zealand<br />

Telephone +64 (3) 477 0975<br />

Facsimile +64 (3) 474 0934<br />

Chief Financial Officer: C.C. Hopkins<br />

c.hopkins@scott.co.nz<br />

<strong>Scott</strong> <strong>Technology</strong> <strong>Ltd</strong> - Christchurch<br />

10 Maces Road<br />

P O Box 19667<br />

Christchurch<br />

New Zealand<br />

Telephone +64 (3) 384 2029<br />

Facsimile +64 (3) 384 3686<br />

Chief Executive Officer: K.J. Kilpatrick<br />

k.kilpatrick@scott.co.nz<br />

Marketing:<br />

Operations:<br />

<strong>Scott</strong> <strong>Technology</strong> - Dallas<br />

G.W. Todd<br />

P.J. Johnston<br />

Suite 214<br />

1611 North IH35E<br />

Carrollton, TX 75006<br />

United States of America<br />

Telephone +1 (972) 466 2543<br />

Facsimile +1 (972) 446 1157<br />

Manager:<br />

Sales:<br />

S. Campbell<br />

s.campbell@scottec.com<br />

I.A. Ure<br />

<strong>Scott</strong> Automation <strong>Ltd</strong> - Dunedin<br />

123 Crawford Street<br />

Private Bag 1960<br />

Dunedin<br />

New Zealand<br />

Telephone +64 (3) 477 0974<br />

Facsimile +64 (3) 474 0934<br />

General Manager:<br />

Operations:<br />

A.R. Arnold<br />

a.arnold@scott.co.nz<br />

B.W. Rekittke<br />

<strong>Scott</strong> Automation <strong>Ltd</strong> - Auckland<br />

48 Wharf Road<br />

Te Atatu<br />

Auckland<br />

New Zealand<br />

Telephone +64 (9) 834 2700<br />

Facsimile +64 (9) 834 3863<br />

Manager:<br />

Betts Wine Division:<br />

P. Denton<br />

p.denton@scott.co.nz<br />

D. Betts<br />

<strong>Scott</strong> Automation <strong>Ltd</strong> - Australia<br />

Unit 22, 244 – 254 Horsley Drive<br />

Milperra<br />

New South Wales 2214<br />

Australia<br />

Telephone +61 (2) 9773 1682<br />

Facsimile +61 (2) 9773 1683<br />

Manager:<br />

A.J. Singh<br />

a.singh@scott.co.nz<br />

Share Registry<br />

BK Registries<br />

144 Tancred Street<br />

P O Box 384<br />

Ashburton<br />

Telephone +64 (3) 308 8887<br />

Facsimile +64 (3) 308 1311<br />

Solicitors<br />

Galloway Cook Allan<br />

P O Box 143<br />

Dunedin<br />

Auditors<br />

Deloitte Touche Tohmatsu<br />

P O Box 1245<br />

Dunedin<br />

Bankers<br />

ANZ Banking Group<br />

Moray Place<br />

Dunedin

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