Annual Report 2002 - Scott Technology Ltd
Annual Report 2002 - Scott Technology Ltd
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