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2018 Full Year Announcement

Full Year Results25 October 2018SCTIndustrials

Scott Technology Limited 
630 Kaikorai Valley Road 

Private Bag 1960 

Dunedin 9054 

New Zealand 

 +64 3 478 8110 

               www.scottautomation.com 

 

©Scott Technology Limited  

 

25 October 2018 

 

Listed Company Relations 

New Zealand Exchange Limited 

PO Box 2959 

Wellington 

 

 

Dear Sir/Madam 

 

R

E:  SCOTT TECHNOLOGY LIMITED 2018 FULL YEAR ANNOUNCEMENT 

 

Highlights  

 

2018   2017 

Revenue $181.8m  +37%  $132.6m 

Operating EBITDA $19.8m  +21%  $16.4m 

Net surplus before tax           

Cash flow from operating activities 

$15.0m 

$0.6m 

+1%  $14.9m 

$13.4m 

Net cash on hand $12.5m   $26.7m 

Shareholder equity $102.9m   $97.2m 

Final dividend ‐ fully imputed 6.0 cps   6.0 cps 

Full year dividend 10.0 cps   10.0 cps 

 

 Substantial growth in revenues across a range of sectors and geographies. 

 Completed two strategic acquisitions. 

 Substantial growth in North America and Europe revenue and surplus. 

 Expanded Research and Development activities. 

 Final dividend 6.0 cents per share with total dividend for the year 10.0 cents per share 

 

 

The Directors of Scott Technology Limited are pleased to report another strong result for the year ended 31 

August 2018, with total revenues up 37%, to $181.8m on the $132.6m revenues achieved in the prior year.  Of 

this revenue growth, 14% was achieved by the business that we started the year with and acquisitions added 

23%.  Operating earnings before interest tax depreciation and amortisation (Operating EBITDA) of $19.8m 

increased 21% from $16.4m in the prior year.  Operating EBITDA in 2018 excludes one‐off due diligence and 

acquisition costs of $0.5m that are now required by accounting rules to be expensed, rather than included in 

the purchase price, and in 2017 a $0.9m fair value gain on purchase of business.   

 

Two acquisitions were successfully completed in the second half of the year and this years’ result includes five 

months from our Alvey operations in Europe and three months from our Transbotics operations in the USA.   

 

Sales into our traditional markets of the Appliances, Meat Processing and Mining sectors all achieved double 

digit growth, with the Appliance sector being the stand out performer, with a 56% increase from the prior year.  

This reflects several large projects successfully sold, worked on and completed collaboratively across the 

company’s New Zealand, German and Chinese operations. 

 

At balance date the company had $12.5m of cash in the bank, with total shareholders’ funds of $102.9m, 

compared to $97.2m in 2017.  During the year cash was used to settle the acquisitions of Alvey in Europe and 

Transbotics in the USA.  Deferred settlements on these purchases will see our surplus cash, held for acquisitions, 

fully expended.  With these acquisitions complete, our focus is now firmly on integrating the businesses 

    
 

©Scott Technology Limited | Confidential document 

 

acquired, driving synergies, operational benefits and efficiencies expected from the combined business.  The 

larger Scott Group is now well positioned to deliver significant growth supported and driven by our strategy. 

 

During the year, the Company added many additional products and technologies to our offering from 

commercialising past Research and Development and through the acquisitions noted above. To ensure Scott 

stays relevant and to capitalise on the many opportunities yet to be exploited, the Company will maintain a 

strong commitment to Research and Development.  Scott’s total gross Research and Development exceeded 

$11.0m in the current year, representing 6% of our total revenues.  Our development focuses on extending our 

capability and range of technologies. In addition to developing new applications across all key industries served, 

the Company has commenced significant projects aimed at transferring our technology and capability from lamb 

deboning to other species, such as beef, pork and poultry.   

 

Where possible, we seek technical and financial support for our Research and Development activities from 

customers, industry bodies and the Governments of Australia and New Zealand.  With their help and Scott’s 

commitment we have established the Company as a leader in this field and as a recognised developer of smart 

automation.  We have also commenced our journey into digital platforms and now have a growing portfolio of 

products and applications ranging from warehouse management software through to machine visualisations 

and machine learning with artificial intelligence. 

 

 

Dividend 

 

The Directors have declared a final dividend of 6.0 cents per share for the year ended 31 August 2018, payable 

on 27 November 2018.  

 

With the interim dividend of 4.0 cents per share paid in April 2018, the total dividend for the year is 10.0 cents 

per share.  The final dividend will be fully imputed and the Dividend Reinvestment Plan will apply. 

 

 

Outlook 

 

The forward project work is at record levels and supports our objective of strong growth in the year ahead.  

Progressively commercialising our Research and Development and expanding our after sales service, spare parts 

and maintenance will ensure our growth is sustainable.  We are looking forward to a full 12 months of operation 

of our acquisitions and achieving productivity increases and the synergy benefits that comes from embedding 

the acquired businesses into the Scott Group.  In addition, good people are our greatest asset, which is why we 

will increase our development and training programmes to build skills and to create the opportunity for growth 

and progression.  

 

The Company’s diversification strategy has been delivered and the acquisition strategy is well advanced, so the 

focus now shifts towards operational excellence and delivery.  The Directors look forward to continuing the 

growth path set over the past two years. 

 

 

Yours faithfully 

 




Stuart J McLauchlan     Chris C Hopkins 

Chairman      Managing Director 

027 433 5481      021 815 975

---

2
SCOTT TECHNOLOGY LIMITED

INDEX TO THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018



Statement of Comprehensive Income 3


Statement of Changes in Equity 4


Balance Sheet 5


Statement of Cashflows 6


Notes to the Financial Statements 7


Summary of Accounting Policies 7


A. Financial Performance 10

A1. Income and Operating Expenses 10

A2. Income Taxes 12

A3. Segment Information 14


B. Assets 17

B1. Trade Debtors 17

B2. Inventories 18

B3. Contract Work In Progress 18

B4. Property, Plant and Equipment 19

B5. Goodwill 20

B6. Intangible Assets 21

B7. Research and Development Costs 23

B8. Commitments for Expenditure 23


C. Capital & Funding 24

C1. Share Capital 24

C2. Earnings & Net Tangible Assets Per Share 24

C3. Borrowings 25

C4. Trade Creditors & Accruals 26

C5. Leases 27

C6. Derivatives 28

C7. Employee Benefits 30

C8. Provision for Warranty 30

C9. Share Based Payment Arrangements 30


D. Risk Management 31

D1. Financial Instruments 31


E. Group Structure & Subsidiaries 38

E1. Acquisition of Business 38

E2. Subsidiaries 40

E3. Investments Accounted for Using the Equity Method 42

E4. Related Party Transactions 44


F. Other Disclosures 45

F1. Notes to the Cashflow Statement 45

F2. Contingent Liabilities 46

F3. Key Management Personnel Compensation 46

F4. Subsequent Events 46


Additional Stock Exchange Information 47


Directors’ Interests 48


Auditor’s Report 52




3

SCOTT TECHNOLOGY LIMITED

STATEMENT OF COMPREHENSIVE INCOME

For the Year Ended 31 August 2018

Note 2018 2017

$’000s $’000s


Revenue A1 181,779 132,631


Other operating income A1 2,064 999

Share of joint ventures’ net surplus E3 510 220

Raw materials, consumables used & operating expenses (109,381) (77,340)

Employee benefits expense (55,171) (40,143)

────── ──────

OPERATING EARNINGS BEFORE INTEREST, TAX, DEPRECIATION

AND AMORTISATION (OPERATING EBITDA) 19,801 16,367


Fair value gain on purchase of business E1 - 936

Due diligence & acquisition costs A1 (496) -

────── ──────

EARNINGS BEFORE INTEREST, TAX, DEPRECIATION

AND AMORTISATION (EBITDA) 19,305 17,303


Interest received 369 664

Depreciation & amortisation B4, B6 (4,225) (2,987)

Finance costs (403) (67)

────── ──────

NET SURPLUS BEFORE TAXATION A1 15,046 14,913


Taxation expense A2 (4,274) (4,648)

────── ──────

NET SURPLUS FOR THE YEAR AFTER TAX 10,772 10,265


Other Comprehensive Income/(Deficit)


Items that may be reclassified to profit or loss:

Cash flow hedges (370) -

Translation of foreign operations (1,449) (607)

────── ──────

TOTAL COMPREHENSIVE INCOME FOR

THE YEAR NET OF TAX 8,953 9,658

══════ ══════

Net surplus for the year after tax is attributable to:

Members of the parent entity (used in the

calculation of earnings per share) 10,768 9,890

Non controlling interests 4 375

────── ──────

10,772 10,265

══════ ══════

Total comprehensive income is attributable to:

Members of the parent entity 8,949 9,283

Non controlling interests 4 375

────── ──────

8,953 9,658

══════ ══════


2018 2017

Cents Per Cents Per

Share Share

Earnings per share (weighted average shares on issue):

Basic C2 14.3 13.2

Diluted C2 14.3 13.2


Net tangible assets per ordinary share (at year end):

Basic C2 47.0 73.5

Diluted C2 47.0 73.5



4

SCOTT TECHNOLOGY LIMITED

STATEMENT OF CHANGES IN EQUITY

For the Year Ended 31 August 2018

Foreign

Note Fully Paid Currency Non Cash flow

Ordinary Retained Translation Controlling Hedge

Shares Earnings Reserve Assets Reserves Total

$’000s $’000s $’000s $’000s $’000s $’000s



Balance at 31 August 2016 71,312 24,279 (1,660) 669 - 94,600


Net surplus for the year after tax - 9,890 - 375 - 10,265

Other comprehensive income/(deficit)

for the year net of tax - - (607) - - (607)

Dividends paid (9.50 cents per share) - (7,095) - - - (7,095)

Acquisition of minority interest in subsidiary - 990 - (997) - (7)

───── ───── ───── ───── ───── ─────

Balance at 31 August 2017 71,312 28,064 (2,267) 47 - 97,156


Net surplus for the year after tax - 10,768 - 4 - 10,772

Other comprehensive income/(deficit)

for the year net of tax - - (1,449) - (370) (1,819)

Dividends paid (10.0 cents per share) - (7,497) - - - (7,497)

Issue of shares under dividend

reinvestment plan C1 4,335 - - - - 4,335

───── ───── ───── ───── ───── ─────

Balance at 31 August 2018 75,647 31,335 (3,716) 51 (370) 102,947

═════ ═════ ═════ ═════ ═════ ═════





5

SCOTT TECHNOLOGY LIMITED

BALANCE SHEET

As at 31 August 2018

Note 2018 2017

$’000s $’000s

CURRENT ASSETS

Cash and cash equivalents 12,473 26,670

Trade debtors B1 37,064 17,833

Other financial assets C6 1,229 144

Sundry debtors 3,523 947

Inventories B2 22,825 16,272

Contract work in progress B3 3,077 4,108

Receivable from joint ventures E4 2,315 1,909

Plant and equipment held for sale 345 345

─────── ───────

82,851 68,228


NON CURRENT ASSETS

Property, plant and equipment B4 16,845 14,249

Capital work in progress 254 319

Investment in joint ventures E3 928 1,118

Other financial assets C6 350 -

Goodwill B5 53,780 29,987

Deferred tax asset A2 - 969

Intangible assets B6 15,103 11,311

─────── ───────

87,260 57,953

─────── ───────

TOTAL ASSETS 170,111 126,181

═══════ ═══════


CURRENT LIABILITIES

Trade creditors and accruals C4 30,322 16,590

Finance lease liabilities C5 187 30

Other financial liabilities C6 2,013 1

Employee entitlements C7, C9 11,286 4,272

Provision for warranty C8 1,857 1,300

Taxation payable 2,738 3,691

Payable to joint ventures E4 673 547

Current portion of term loans C3 3,321 -

Deferred settlement on purchase of business 6,275 -

───────- ───────-

58,672 26,431

NON CURRENT LIABILITIES

Other financial liabilities C6 964 -

Employee entitlements C7, C9 1,643 2,568

Finance lease liabilities C5 159 26

Deferred tax liability A2 1,638 -

Term loans C3 4,088 -

───────- ───────-

8,492 2,594

EQUITY

Share capital C1 75,647 71,312

Retained earnings 31,335 28,064

Foreign currency translation reserve (3,716) (2,267)

Cash flow hedge reserve (370) -

───────- ───────-

Equity attributable to equity holders of the parent 102,896 97,109

Non controlling interests 51 47

───────- ───────-

TOTAL EQUITY 102,947 97,156

───────- ───────-

TOTAL LIABILITIES & EQUITY 170,111 126,181

════════ ════════



6

SCOTT TECHNOLOGY LIMITED

STATEMENT OF CASHFLOWS

For the Year Ended 31 August 2018

Note 2018 2017

$’000s $’000s


CASH FLOWS FROM OPERATING ACTIVITIES


Cash was provided from / (applied to):

Receipts from operations 178,338 126,908

Interest received 369 664

Net GST paid (825) (65)

Payments to suppliers and employees (172,597) (111,365)

Interest paid (403) (67)

Taxation paid (4,267) (2,668)

─────── ───────

Net cash inflow from operating activities F1 615 13,407


CASH FLOWS FROM INVESTING ACTIVITIES


Cash was provided from / (applied to):

Purchase of non-controlling interest in subsidiary - (550)

Purchase of property, plant, equipment and intangible assets (2,434) (12,976)

Sale of property, plant and equipment 21 337

Net advances from/(to) joint ventures 420 (293)

Purchase of business E1 (14,479) (375)

Repayment of advance to Employee Share Purchase Scheme - 2

─────── ──────

Net cash outflow from investing activities (16,472) (13,855)


CASH FLOWS FROM FINANCING ACTIVITIES


Cash was provided from / (applied to):

Repayment of borrowings (257) (31)

Dividends paid (3,162) (7,095)

Proceeds from borrowings 5,079 -

─────── ───────

Net cash inflow/(outflow) from financing activities 1,660 (7,126)

─────── ───────

Net decrease in cash held (14,197) (7,574)


Add cash and cash equivalents at start of period 26,670 34,244

─────── ───────

Balance at end of period 12,473 26,670

═══════ ═══════


Comprised of:

Cash and bank balances 12,473 26,670

═══════ ═══════




7

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


SUMMARY OF ACCOUNTING POLICIES


Statement of Compliance


The consolidated financial statements presented are those of Scott Technology Limited (“Company”) and its

subsidiaries (“Group”).


The Company is a profit oriented entity, registered in New Zealand under the Companies Act 1993. The Company is

an FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013 and its annual financial

statements comply with these Acts.


The Group’s principal activities are the design, manufacture, sales and servicing of automated and robotic production

lines and processes for a wide variety of industries in New Zealand and overseas.


The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting

Practice (“NZ GAAP”) and, for the purposes of complying with GAAP, it is a for profit entity. They comply with New

Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) and other applicable financial reporting

standards as appropriate for profit oriented entities. The financial statements also comply with International Financial

Reporting Standards (“IFRS”).


The financial statements were authorised for issue by the Board of Directors on 25 October 2018.


Basis of Preparation


The financial statements have been prepared on the basis of historical cost except for the revaluation of certain

financial instruments.


Cost is based on the fair value of the consideration given in exchange for assets.


Accounting policies are selected and applied in a manner which ensures that the resulting financial information

satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or

other events is reported.


The accounting policies set out below have been applied in preparing the financial statements for the year ended 31

August 2018 and the comparative information presented in these financial statements for the year ended 31 August

2017.


There have been no changes in accounting policy during the year.


The information is presented in thousands of New Zealand dollars, which is the functional currency of the Company and

the presentation currency of the Group.


Critical Judgements, Estimates and Assumptions


In the application of NZ IFRS the Directors are required to make judgements, estimates and assumptions about

carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated

assumptions are based on historical experience and various other factors that are believed to be reasonable under the

circumstance, the results of which form the basis of making the judgements. Actual results may differ from these

estimates.


The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the

revision and future periods if the revision affects both current and future periods. There are no significant estimates.


Judgements made by the Directors in the application of NZ IFRS that have significant effects on the financial

statements and estimates with a significant risk of material adjustments in the next year include:


 Estimating the percentage of completion for long term construction contracts (note A1)

 Goodwill impairment (note B5)

 Valuation of intangibles recognised on acquisition (note E1)



8

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


SUMMARY OF ACCOUNTING POLICIES (Cont.)


Significant Accounting Policies


The principal accounting policies applied in the preparation of the financial report are set out within the particular note

to which they relate. These policies have been consistently applied unless otherwise stated.


Consolidation of Subsidiaries


The consolidated financial statements incorporate the financial statements of the Company and entities controlled by

the Company and its subsidiaries. Control is achieved when the Company:


 has power over the investee;

 is exposed, or has rights, to variable returns from its involvement with the investee; and

 has the ability to use its power to affect its returns.


The Group financial statements are prepared by combining the financial statements of all the entities that comprise the

Group, being the Company and its subsidiaries as defined by NZ IFRS-10 “Consolidated Financial Statements”.

Consistent accounting policies are employed in the preparation and presentation of the Group financial statements.


Accounting policies of subsidiaries are consistent with the policies of the Group.


All intra-group transactions, balances, income and expenses are eliminated on consolidation.


On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the

date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is

recognised as goodwill. Any deficiency of the cost of acquisition below the fair values of the identifiable net assets

acquired (i.e. discount on acquisition) is credited to profit and loss in the period of acquisition.


The results of subsidiaries acquired or disposed of during the year are included in the Group Statement of

Comprehensive Income from the effective date of acquisition or up to the effective date of disposal, as appropriate.


Standards & Interpretations Effective in the Current Period


In the current year the Group adopted all mandatory new and amended Standards and Interpretations. None of the

new and amended standards had a material impact on the amounts recognised in these financial statements.


Standards & Interpretations in Issue Not Yet Adopted


The Group has reviewed all standards and interpretations to existing standards in issue not yet adopted, with the

exception of:


 NZ IFRS 15 Revenue from Contracts with Customers which is effective for annual periods beginning on or

after 1 January 2018. NZ IFRS 15 was issued on 3 July 2014 and establishes principles for reporting useful

information about the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's

contracts with customers. Although the Group has made progress in its implementation of NZ IFRS 15, it is

not yet possible to make a reliable estimate of the impact of the new standard on the Group’s financial

statements as the Group is required to implement significant changes to its systems and processes across the

Group in order to collect the new data requirements, as well as compile historical comparatives. The Group

intends to apply the standard from the period ending 31 August 2019.


 NZ IFRS 9 Financial Instruments is effective for annual periods beginning on or after 1 January 2018. NZ

IFRS 9 addresses the classification, measurement and recognition of financial assets and financial liabilities

and relaxes the current NZ IAS 39 requirements for hedge accounting. Although the Group has made

progress in its implementation of NZ IFRS 9, it is not yet possible to make a reliable estimate of the impact of

the new standard on the Group’s financial statements. The Group intends to apply the standard from the

period ending 31 August 2019.





9

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


SUMMARY OF ACCOUNTING POLICIES (Cont.)


Standards & Interpretations in Issue Not Yet Adopted (Cont.)


 NZ IFRS 16 Leases is effective for periods beginning on or after 1 January 2019. NZ IFRS 16 sets out the

principles for the recognition, measurement, presentation and disclosure of leases. Although the Group has

made progress in its implementation of NZ IFRS 16, it is not yet possible to make a reliable estimate of the

impact of the new standard on the Group’s financial statements. The Group intends to apply the standard for

the period ending 31 August 2020.


Except for the three standards specified above, the Group does not expect the standards and amendments in issue

and not yet adopted will have a material impact on the financial statements.


Goods & Services Tax & Value Added Tax (“GST”)


All items in the Balance Sheet are stated exclusive of GST, with the exception of receivables and payables, which

include GST. All items in the Statement of Comprehensive Income are stated exclusive of GST.


Cash flows are included in the cash flow statement on a net basis. The GST component of cash flows arising from

investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as

operating cash flows.


Foreign Currencies


The individual financial statements of each group entity are presented in the currency of the primary economic

environment in which the entity operates (its functional currency). For the purpose of the consolidated financial

statements, the results and position of each group entity are expressed in New Zealand dollars, which is the

functional currency of the Company and the presentation currency for the consolidated financial statements.


In preparing the financial statements of each individual group entity, transactions in currencies other than the

entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of

the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are

retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in

foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-

monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.


For the purposes of presenting these consolidated financial statements, the assets and liabilities of the Group's

foreign operations are translated into New Zealand dollars using exchange rates prevailing at the end of each

reporting period. Income and expense items are translated at the average exchange rates for the period, unless

exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the

transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and

accumulated in equity (and attributed to non-controlling interests as appropriate).




10

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


SECTION A – FINANCIAL PERFORMANCE


A1. INCOME & OPERATING EXPENSES


Revenue Recognition – Long Term Projects


Policy Profit on long term contracts is accounted for using the percentage of completion method. At

balance date an assessment is made of the percentage of completion and costs associated

with the work done to date relative to the total forecast cost to complete. Included in revenue is

the value attributed to work completed, which includes direct costs, overhead and profit. At the

point at which a project is expected to be loss making, losses would be recognised immediately

in profit or loss.


Judgement The estimation of percentage of completion relies on the Directors estimating future time and

costs to complete long term contracts. If the actual time and costs incurred to complete the

long term contracts differ from the estimates completed by management, the Directors could be

over or under estimating the percentage of completion on the project, and consequently

revenue and profit to date may also be over or under estimated.


Revenue Recognition – Sale of Goods & Other Revenue


Policy Revenue is recognised when the significant risks and rewards of ownership of the goods have

passed to the buyer or when services are provided.


Government Grants


Policy Government grants are not recognised until there is reasonable assurance that the Group will

comply with the conditions attaching to them and that the grants will be received.


Government grants are recognised as other income over the periods necessary to match them

with the costs for which they are intended to compensate, on a systematic basis. Government

grants that are receivable as compensation for expenses or losses already incurred or for the

purpose of giving immediate financial support to the Group with no future related costs are

recognised in profit or loss in the period in which they become receivable.


2018 2017

$’000s $’000s

(a) Revenue


Revenue from long term projects 104,756 81,282

Sale of goods 55,446 40,200

Other revenue (including service and short term projects) 21,577 11,149

─────── ───────

181,779 132,631



(b) Other operating income


Rental income 203 -

Government grants related to research and development 1,861 926

Gain on sale of property, plant and equipment - 73

─────── ───────

2,064 999


(c) Non recurring income


Fair value gain on purchase of business - 936




11

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


A1. INCOME AND OPERATING EXPENSES (Cont.)


2018 2017

(c) Operating expenses $’000s $’000s


The surplus is stated after charging:

Auditor’s remuneration - audit of financial statements 210 151

- other assurance services 5 9

- taxation services 55 19

- due diligence services 271 -


The auditor of the Group is Deloitte Limited.


Due diligence services on business combinations have been performed

by a Deloitte network firm that is not involved in the Group audit. These

are included in Due Diligence & Acquisition Costs in the Statement of

Comprehensive Income.


Directors’ fees 208 193

Superannuation scheme contributions 4,148 2,275

Fair value losses on firm commitments - 1

Leasing and rental costs 3,027 1,391

Unrealised fair value losses on foreign exchange derivatives 271 -

Loss on disposal of property, plant and equipment 21 -

Fair value losses on derivatives held as fair value hedges 1,579 -

Unrealised fair value losses on interest rate swap contracts 43 -


and after crediting:

Fair value gains on derivatives held as fair value hedges - 1

Foreign exchange gains 1,627 269

Unrealised fair value gains on foreign exchange derivatives - 143

Fair value gains on firm commitments 1,579 -




12

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


A2. INCOME TAXES


(a) Income tax recognised in net surplus


Policy Current tax is calculated by reference to the amount of income taxes payable or recoverable in

respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws

that have been enacted or substantively enacted by reporting date. Current tax for current and

prior periods is recognised as a liability (or asset) to the extent it is unpaid (or refundable).


The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax

expense in the financial statements as follows:


2018 2017

$’000s $’000s


Net surplus before tax 15,046 14,913

─────── ───────


Income tax expense calculated at 28% (2017: 28%) 4,213 4,175

Non-deductible expenses 426 439

Research & development tax credits claimed (Australia) (563) -

Under provision of income tax in previous year 198 34

─────── ───────

Taxation expense 4,274 4,648

═══════ ═══════


Represented by:


Current tax 2,733 4,447

Deferred tax 1,541 201

─────── ───────

4,274 4,648

═══════ ═══════


Prima Facie Tax Rate


The prima facie tax rate used in the above reconciliation is the corporate tax rate of 28% payable by New Zealand

corporate entities on taxable profits under New Zealand tax law for the 2018 income tax year.


(b) Deferred tax balances


Policy Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of

temporary differences arising from differences between the carrying amount of assets and

liabilities in the financial statements and the corresponding tax base of those items.


In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred

tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be

available against which deductible temporary differences or unused tax losses and tax offsets can

be utilised. However, deferred tax assets and liabilities are not recognised if the temporary

differences giving rise to them arise from the initial recognition of assets and liabilities (other than

as a result of a business combination) which affects neither taxable income nor accounting profit.


Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the

period when the liability is settled or the asset is realised based on tax rates that have been

enacted or substantively enacted at reporting date. Deferred tax is charged or credited to profit or

loss, except when it relates to items charged or credited to other comprehensive income or directly

to equity, in which case the deferred tax is also dealt with in other comprehensive income or in

equity.




13

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


A2. INCOME TAXES (Cont.)


2018

Opening

Balance

$’000s

Charged to

Income

$’000s

Charged to

Other

Comprehensive

Income

$’000s

Acquisition

of Subsidiary/

Business

$’000s

Closing

Balance

$’000s

Gross deferred tax assets:


Trade debtors 154 262 - 22 438

Other financial assets 160 (14) 143 194 483

Employee entitlements 1,373 (201) - 11 1,183

Provisions 799 (284) - 181 696

Tax losses

539 (532) - - 7

3,025 (769) 143 408 2,807


Gross deferred tax liabilities:


Inventories (206) 836 - - 630

Property, plant and equipment 2,173 (221) - - 1,952

Intangible assets

89 157 - 1,617 1,863

2,056 772 - 1,617 4,445


969 (1,541) 143 (1,209) (1,638)


2017



Opening

Balance

$’000s

Charged to

Income

$’000s

Acquisition

of Subsidiary/

Business

$’000s

Closing

Balance

$’000s

Gross deferred tax assets:


Trade debtors 129 25 - 154

Inventories 336 (130) - 206

Other financial assets (65) 225 - 160

Employee entitlements 1,073 300 - 1,373

Provisions 370 429 - 799

Tax losses 905 (371) 5 539

2,748 478 5 3,231


Gross deferred tax liabilities:


Property, plant and equipment 1,145 679 349 2,173

Intangible assets - - 89 89


1,145 679 438 2,262


1,603 (201) (433) 969



(c) Imputation credit account balances

2018 2017

$’000s $’000s


Imputation credits available to shareholders 1,906 2,567

═══════ ═══════



14

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


A3. SEGMENT INFORMATION


Policy The group has adopted NZ IFRS-8 Operating Segments. NZ IFRS-8 requires operating segments

to be identified on the basis of internal reports about components of the Group that are regularly

reviewed by the chief operating decision maker (the Board) in order to allocate resources to the

segments and to assess its performance.


The Group’s Board allocates resources and assesses performance of the Group by manufacturing

base, therefore under NZ IFRS-8 the Group’s reportable segments are:


 Australasia manufacturing

 Americas manufacturing

 Asia and Europe manufacturing


Australasia is reported as a single segment due to the integrated nature of customers,

management, manufacturing, sales and financing activities across New Zealand and Australia.


Americas is reported as a single segment due to the integrated nature of customers, management,

manufacturing, sales and financing activities across North and South America.


Asia and Europe is reported as a single segment due to the integrated nature of customers,

management, manufacturing and sales activities across Asia and Europe.


Segment Revenues & Results


The following is an analysis of the Group’s revenue and results by reportable segment. For the purposes of NZ

IFRS-8 allocations are based on the operating results by segment. The Group does not allocate certain resources

(such as senior executive management time) and central administration costs by segment for internal reporting

purposes and therefore these allocations may not result in a meaningful and comparable measure of profitability

by segment.


2018 Australasia Americas Asia & Europe

Manufacturing Manufacturing Manufacturing Unallocated Total

$’000s $’000s $’000s $’000s $’000s


Revenue 100,492 29,141 52,146 - 181,779

═══════ ═══════ ═══════ ═══════ ═══════


Segment profit 19,029 3,459 1,745 - 24,233

Due diligence & acquisition costs - - - (496) (496)

Depreciation and amortisation (2,633) (164) (941) (487) (4,225)

Share of net surplus of joint ventures 268 240 2 - 510

Interest revenue 1 12 - 356 369

Central administration costs - - - (4,942) (4,942)

Finance costs (1) (8) (187) (207) (403)

─────── ─────── ─────── ─────── ───────

Net surplus before taxation 16,664 3,539 619 (5,776) 15,046

Taxation expense (4,765) (1,049) (178) 1,718 (4,274)

─────── ─────── ─────── ─────── ───────

Net surplus after taxation 11,899 2,490 441 (4,058) 10,772

═══════ ═══════ ═══════ ═══════ ═══════




15

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


A3. SEGMENT INFORMATION (Cont.)


2017 Australasia Americas Asia & Europe

Manufacturing Manufacturing Manufacturing Unallocated Total

$’000s $’000s $’000s $’000s $’000s


Revenue 99,846 17,055 15,730 - 132,631

═══════ ═══════ ═══════ ═══════ ═══════


Segment profit 19,309 2,068 (509) - 20,868

Fair value gain on purchase of

business (refer Note A1) - - - 936 936

Depreciation and amortisation (2,267) (155) (197) (368) (2,987)

Share of net surplus of joint ventures 175 44 1 - 220

Interest revenue 1 - 2 661 664

Central administration costs - - - (4,721) (4,721)

Finance costs (4) - - (63) (67)

─────── ─────── ─────── ─────── ───────

Net surplus before taxation 17,214 1,957 (703) (3,555) 14,913

Taxation expense (5,031) (670) 19 1,034 (4,648)

─────── ─────── ─────── ─────── ───────

Net surplus after taxation 12,183 1,287 (684) (2,521) 10,265

═══════ ═══════ ═══════ ═══════ ═══════


Revenue reported above represents revenue generated from external customers. Inter-segment sales, which are

eliminated on consolidation, were $7.1 million for the year ended 31 August 2018 (2017: $7.9 million).


The accounting policies of the reportable segments are the same as the Group’s accounting policies. Segment

profit represents the profit earned by each segment without allocation of central administration costs and

investment revenue.


Industry Information


The Group focuses its marketing on five principal industries: appliances, materials handling and logistics, meat

processing, mining, and other industrial automation, including robotics. The Group’s revenue from external

customers by industry is detailed below:


2018 2017

$’000s $’000s


Appliances 41,069 26,308

Materials handling and logistics 26,708 -

Meat processing 45,032 39,581

Mining 33,313 26,461

Other industrial automation, including robotics 35,657 40,281

─────── ───────

181,779 132,631

═══════ ═══════



16

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


A3. SEGMENT INFORMATION (Cont.)


Geographical Information


The Group operates in eight principal geographical areas. The Group’s revenue from external customers by

geographical location (of the customer) is detailed below:



2018 2017

$’000s $’000s


New Zealand (country of domicile) 11,840 8,267

North America, including Mexico 51,450 35,614

Australia and Pacific Islands 47,505 49,632

South America 6,270 3,215

Asia 10,609 15,987

Russia and former states 2,983 4,955

Africa and Middle East 4,752 2,327

Other Europe 46,370 12,634

─────── ───────

181,779 132,631

═══════ ═══════


The Group holds $20.2 million of non-current assets in geographical areas outside of New Zealand, the country of

domicile (2017: $12.1 million).


Information About Major Customers


Sales to the Group’s largest single customer, who is from the Australasia Manufacturing segment and the Meat

industry, accounted for approximately 6.7% of total Group sales (2017: Australasia Manufacturing segment and

the Meat Industry 10.6%).




17


SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


SECTION B - ASSETS


B1. TRADE DEBTORS


Policy Trade debtors are initially recognised at fair value and are subsequently measured at amortised

cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable

amounts are recognised in profit or loss when there is objective evidence that the asset is

impaired. The allowance recognised is measured as the difference between the asset’s carrying

amount and the present value of estimated future cash flows discounted at the effective interest

rate computed at initial recognition.

2018 2017

$’000s $’000s


Trade debtors 37,625 18,574

Allowance for doubtful debts (i) (561) (741)

─────── ───────

37,064 17,833

═══════ ═══════

Credit Period


The credit period on sales of goods ranges from 30 to 120 days depending on the terms negotiated by the

customer for large contracts. No interest is charged on the trade debtors.


(i) Allowance for doubtful debts

2018 2017

$’000s $’000s


Balance at beginning of financial year 741 452

Recovery of trade debtors previously treated as doubtful (188) -

Doubtful debts written off (53) -

Impairment loss recognised on trade debtors 61 289

─────── ───────

Balance at end of financial year 561 741

═══════ ═══════


Recoverability


In determining the recoverability of trade debtors, the Group considers any change in the credit quality of the trade

debtor from the date credit was initially granted up to the reporting date. The Directors believe that there is no

further credit provision required in excess of the allowance for doubtful debts. All doubtful debts are aged beyond

90 days (2017: all aged beyond 90 days).


(ii) Past due but not impaired


Included in the Group’s trade debtors are debtors with a carrying amount of $10.1 million (2017: $2.9 million) which

are past due at the reporting date for which the Group has not provided as there has not been a significant change

in credit quality and the amounts are considered recoverable.

2018 2017

$’000s $’000s

Ageing of past due but not impaired:


30 – 60 days 5,132 981

60 – 90 days 1,048 1,089

90 days + 3,942 831

─────── ───────

10,122 2,901

═══════ ═══════


Projects are invoiced on achieving agreed milestones, however customers may delay payment until agreed

warranty issues are resolved, which then impacts on the ageing of past due debtors.



18

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


B2. INVENTORIES


Policy Inventories are valued at the lower of cost and net realisable value. Costs, including an

appropriate portion of fixed and variable overhead expenses, are assigned to inventories by the

method most appropriate to the particular class of inventory, with the majority being valued on a

first-in-first-out basis. Net realisable value represents the estimated selling price for inventories

less all estimated costs of completion and costs necessary to make the sale.


2018 2017

$’000s $’000s


Raw materials 5,396 3,158

Work in progress 713 416

Finished goods 16,716 12,698

─────── ───────

22,825 16,272

═══════ ═══════


Write Downs


The cost of inventories recognised as an expense during the year includes $0.3 million (2017: $0.3 million) in

respect of write downs of inventory to net realisable value.



B3. CONTRACT WORK IN PROGRESS


Policy Contract work in progress is recorded as an accumulation of the costs incurred to date, including

overhead, plus any recognised profit less amounts received or receivable by way of progress

payments on each particular contract


2018 2017

$’000s $’000s

Costs incurred and estimated earnings on

uncompleted contracts 205,396 110,372

Progress claims received or receivable (202,319) (106,264)

─────── ───────

3,077 4,108

═══════ ═══════

Represented by:

Sales recognised to be recovered by invoices 24,495 22,761

Contracts invoiced in advance of sales recognised (21,418) (18,653)

─────── ───────

3,077 4,108

═══════ ═══════








19


SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


B4. PROPERTY, PLANT & EQUIPMENT


Policy All items of Property, Plant and Equipment are stated at cost less accumulated depreciation and

impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In

the event that settlement of all or part of a purchase consideration is deferred, cost is determined by

discounting the amounts payable in the future to their present value as at the date of acquisition.


Depreciation is calculated on a straight line basis so as to write off the net cost of the asset over its

expected useful life to its estimated residual value. The following estimated useful lives are used in

the calculation of depreciation:


Buildings 40 years

Plant, equipment & vehicles 1 - 13 years






Freehold

Land

at Cost

$’000s


Freehold

Buildings

at Cost

$’000s

Plant,

Equipment

& Vehicles

at Cost

$’000s




Total

$’000s

Gross carrying amount

As at 31 August 2016 2,429 6,980 19,921 29,330

Acquisitions through business combinations - - 1,631 1,631

Additions - 85 1,659 1,744

Disposals

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

As at 31 August 2017

2,429 7,065 21,728 31,222


Acquisitions through business combinations


3


629


2,767


3,399

Additions - 84 1,723 1,807

Disposals - - (533) (533)

As at 31 August 2018

2,432 7,778 25,685 35,895




Accumulated depreciation & impairment


As at 31 August 2016 - 1,756 14,743 16,499

Disposals - - (1,220) (1,220)

Depreciation expense - 216 1,478 1,694

As at 31 August 2017

- 1,972 15,001 16,973



Disposals - - (490) (490)

Depreciation expense - 217 2,350 2,567

As at 31 August 2018

- 2,189 16,861 19,050


Net book value


As at 31 August 2017

2,429 5,093 6,727 14,249

As at 31 August 2018

2,432 5,589 8,824 16,845


Aggregate depreciation allocated during the year:

2018 2017

$’000s $’000s


Freehold buildings 217 216

Plant, equipment and vehicles 2,350 1,478

─────── ───────

2,567 1,694

═══════ ═══════



20

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


B5. GOODWILL


Policy Goodwill represents the excess of the purchase consideration over the fair value of the

identifiable tangible and identifiable intangible assets, liabilities and contingent liabilities of the

subsidiary recognised at the time of acquisition of a business or subsidiary. Goodwill is initially

recognised as an asset at cost and is subsequently measured at cost less any accumulated

impairment losses.


For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-

generating units expected to benefit from the synergies of the combination. Cash-generating

units to which goodwill has been allocated are tested for impairment annually, or more

frequently when there is an indication that the unit may be impaired. If the recoverable amount

of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is

allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the

other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

An impairment loss recognised for goodwill is not reversed in a subsequent period.


On disposal of a subsidiary, the attributable amount of goodwill is included in the determination

of the profit or loss on disposal.

2018 2017

$’000s $’000s

Gross Carrying Amount

Balance at beginning of financial year 29,987 29,911

Additional amounts recognised from business combinations

occurring during the period (refer Note E1) 23,793 76

─────── ───────

Balance at end of financial year 53,780 29,987

═══════ ═══════

There has been no impairment recognised during the year or in prior periods.


Judgement Determining whether goodwill is impaired requires an estimation of the value in use of the cash-

generating units to which goodwill has been allocated. The value in use calculation requires

the Directors to estimate the future cash flows, particularly in relation to future project wins and

market conditions, expected to arise from the cash-generating unit and a suitable discount rate

in order to calculate present value.


Allocation of Goodwill to Cash-Generating Units

The Group’s cash-generating units are:

 Australasia manufacturing

 Americas manufacturing

 Asia and Europe manufacturing


Australasia is reported as a single cash-generating unit due to the integrated nature of customers, management,

manufacturing, sales and financing activities across New Zealand and Australia.


Americas is reported as a single cash-generating unit due to the integrated nature of customers, management,

manufacturing, sales and financing activities across North and South America.


Asia and Europe is reported as a single cash-generating unit due to the integrated nature of customers,

management, manufacturing and sales activities across Asia and Europe.


Goodwill has been allocated for impairment testing purposes to the cash-generating units:

2018 2017

$’000s $’000s


Australasia manufacturing 24,051 24,051

Americas manufacturing 12,522 5,422

Asia and Europe Manufacturing 17,207 514

─────── ───────

53,780 29,987

═══════ ═══════



21


SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


B5. GOODWILL (Cont.)


Australasia Manufacturing


The recoverable amount of the Australasia Manufacturing cash-generating unit is determined based on a value in

use calculation which uses cashflow projections based on financial budgets and forecasts covering a five-year

period, and using the Group’s approximate weighted average cost of capital as the discount rate. The discount rate

used is 10%.


Cashflow projections during the budget and forecast period for the Australasia Manufacturing cash-generating unit

are also based on historical gross margins during the budget and forecast period and a constant rate of revenue

and materials price inflation during the budget period of 3% reflecting a growing global demand for automation and

robotics and consistent with past experience. Cashflows beyond that five year period have been extrapolated

using a steady 2% p.a. growth rate. Management believes that any reasonably possible change in the key

assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed

the aggregate recoverable amount of the Australasian Manufacturing cash-generating unit.


Americas Manufacturing


The recoverable amount of the Americas Manufacturing cash-generating unit is determined based on a value in

use calculation which uses cashflow projections based on financial budgets and forecasts covering a five-year

period, and using the Group’s approximate weighted average cost of capital as the discount rate. The discount rate

used is 10%.


Cashflow projections during the budget and forecast period for the Americas Manufacturing cash-generating unit

are also based on historical gross margins during the budget and forecast period and a constant rate of revenue

and materials price inflation during the budget period of 3% reflecting a growing global demand for automation and

robotics and consistent with past experience. Cashflows beyond that five year period have been extrapolated

using a steady 2% p.a. growth rate. Management believes that any reasonably possible change in the key

assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed

the aggregate recoverable amount of the Americas Manufacturing cash-generating unit.


Asia & Europe Manufacturing


The recoverable amount of the Asia and Europe Manufacturing cash-generating unit is determined based on a

value in use calculation which uses cashflow projections based on financial budgets and forecasts covering a five-

year period, and using the Group’s approximate weighted average cost of capital as the discount rate. The

discount rate used is 10%.


Cashflow projections during the budget and forecast period for the Asia and Europe Manufacturing cash-

generating unit are also based on historical gross margins during the budget and forecast period and a constant

rate of revenue and materials price inflation during the budget period of 3% reflecting a growing global demand for

automation and robotics and consistent with past experience. Cashflows beyond that five year period have been

extrapolated using a steady 2% p.a. growth rate. Management believes that any reasonably possible change in

the key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to

exceed the aggregate recoverable amount of the Asia and Europe Manufacturing cash-generating unit.



B6. INTANGIBLE ASSETS


Policy Intangible assets with finite useful lives that are acquired separately are carried at cost less

accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a

straight line basis over their estimated useful lives. Intangible assets with indefinite useful lives

that are acquired separately are carried at cost less accumulated impairment losses.


Intangible assets that are acquired in a business combination and recognised separately from

goodwill are initially recognised at fair value at the acquisition date (which is regarded as their

cost). Subsequent to initial recognition, intangible assets acquired in a business combination are

recognised on the same basis as intangible assets that are acquired separately.



22



SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


B6. INTANGIBLE ASSETS (Cont.)


At each balance sheet date, the Group reviews the carrying amounts of its non financial tangible

and intangible assets to determine whether there is any indication that those assets have suffered

an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated

in order to determine the extent of the impairment loss (if any). Goodwill is tested for impairment

annually. Where the asset does not generate cash flows that are independent from other assets,

the Group estimates the recoverable amount of the cash-generating unit to which the asset

belongs.


The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing

value in use, the estimated future cash flows are discounted to their present value using a discount

rate that reflects current market assessments of the time value of money and the risks specific to

the asset for which the estimates of future cash flows have not been adjusted.


If the recoverable amount of an asset (cash-generating unit) is estimated to be less than its

carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its

recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the

asset is carried at fair value, in which case the impairment loss is treated as a revaluation

decrease.


Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-

generating unit) is increased to the revised estimate of its recoverable amount, but only to the

extent that the increased carrying amount does not exceed the carrying amount that would have

been determined had no impairment loss been recognised for the asset (cash-generating unit) in

prior years. A reversal of an impairment loss is recognised as income immediately unless the

asset is carried at fair value, in which case the reversal of the impairment loss is treated as a

revaluation increase. Impairment losses in relation to goodwill are not reversed.






Conveyor &

Palletiser

Technology

at Cost

$000’s


Bladestop

Technology

at Cost

$’000s



URLs

at Cost

$’000s


Non-

compete

at Cost

$’000s


HTS

Technology

at Cost

$’000s


Centrifuge

Technology

at Cost

$’000s




Total

$’000s

Gross carrying amount


As at 31 August 2016 - - 1,492 69 271 - 1,832

Acquisitions through

business combinations

-

-


-


-


-


338


338

Additions

- 10,568 - - - - 10,568

As at 31 August 2017

- 10,568 1,492 69 271 338 12,738



Acquisitions through

business combinations 4,758 - - - - - 4,758

Additions

681 - - - 11 - 692

As at 31 August 2018

5,439 10,568 1,492 69 282 338 18,188


Accumulated amortisation

and impairment


As at 31 August 2016 - - - 20 114 - 134

Amortisation expense

- 1,261 - 1 25 6 1,293

As at 31 August 2017

- 1,261 - 21 139 6 1,427

Amortisation expense

201 1,366 - 6 59 26 1,658

As at 31 August 2018

201 2,627 - 27 198 32 3,085


Net book value


As at 31 August 2017

- 9,307 1,492 48 132 332 11,311

As at 31 August 2018

5,238 7,941 1,492 42 84 306 15,103




23

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


B6. INTANGIBLE ASSETS (Cont.)


Assets


Intangible assets comprise:

 Conveyor and palletiser technology used in the materials handling industry purchased through the

acquisition of the Alvey business in April 2018 and is being amortised on a straight line basis over an

estimated remaining useful life at the time of purchase of ten years.

 Bladestop bandsaw safety technology purchased in October 2017 which is being amortised on a straight

line basis over an estimated remaining useful life at the time of purchase of eight years.

 Domain names (URLs) and a non-compete arrangement resulting from the purchase of the RobotWorx

business in May 2014.

 Intangible assets associated with the RobotWorx non-compete arrangement are being amortised on a

straight line basis over a fifteen year period, while intangible assets related to the URLs are indefinite life

intangibles as the rights to the URLs are held indefinitely and are assessed for impairment annually.

 Intellectual property associated with current leads and flux pumps which were largely acquired on the

purchase of HTS-110 Limited and are being amortised over an estimated remaining useful life at the time of

purchase of eight years.

 Centrifuge technology used in the honey and fish oil industry purchased through the acquisition of the other

joint venture partners’ interests in Scott Separation Technology Limited in May 2017 and is being amortised

on a straight line basis over an estimated remaining useful life at the time of purchase of thirteen years.


The amortisation expense has been included in the line item “depreciation and amortisation” in the Statement of

Comprehensive Income.



B7. RESEARCH & DEVELOPMENT COSTS


Policy Expenditure on research activities is recognised as an expense in the period in which it is incurred.


An asset arising from development (or from the development phase of an internal project) is

recognised if, and only if, all of the following are demonstrated:


 The technical feasibility of completing the asset so that it will be available for use or sale

 The intention to complete the asset and use or sell it

 The ability to use or sell the asset

 How the asset will generate probable future economic benefits

 The availability of adequate technical, financial and other resources to complete the

development and to use or sell the asset

 The ability to measure reliably the expenditure attributable to the asset during the

development



B8. COMMITMENTS FOR EXPENDITURE


2018 2017

$’000s $’000s

Commitments for future capital expenditure

for purchase of property, plant and equipment 4,045 139

══════ ══════



In June 2017 Scott Technology Limited announced plans to extend the building and associated facilities at 630

Kaikorai Valley Road, Dunedin, New Zealand with the expectation that it would nearly double the available floor

space. As at 31 August 2018 designs have been completed, building consents have been granted, preliminary

groundwork is in progress and contracts for the extension have been entered into.



24

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


SECTION C – CAPITAL & FUNDING


C1. SHARE CAPITAL


Policy Equity instruments issued by the Group are recorded at the proceeds received (net of issue costs).


2018 2017 2018 2017

Number Number $’000s $’000s

Fully paid ordinary shares at

beginning of financial year 74,680,754 74,680,754 71,312 71,312

Issue of shares under dividend

reinvestment plan 1,222,185 - 4,335 -

──────── ──────── ──────── ────────

Balance at end of financial year 75,902,939 74,680,754 75,647 71,312

════════ ════════ ════════ ════════


All shares have equal voting rights and participate equally in any dividend distribution or any surplus on the

winding up of the Group.



C2. EARNINGS & NET TANGIBLE ASSETS PER SHARE

2018 2017

Cents Per Cents Per

Share Share


Earnings per share from continuing operations

Basic 14.3 13.2

Diluted 14.3 13.2


Net tangible assets per ordinary share

Basic 47.0 73.5

Diluted 47.0 73.5



2018 2017

$’000s $’000s

Net surplus for the year used in the calculation

of basic and diluted earnings per share from continuing

operations 10,768 9,890

═══════ ═══════


Net tangible assets (excluding goodwill, intangible

assets and deferred tax) 35,702 54,889

═══════ ═══════


Weighted average number of ordinary shares used in

the calculation of basic and diluted earnings per share

from continuing operations 75,394 74,681

═══════ ═══════


Ordinary shares at year end used in the calculation of net

tangible assets per ordinary share (Note C1) 75,903 74,681

═══════ ═══════



25

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


C3. BORROWINGS


Policy Borrowings are recorded initially at fair value, net of transaction costs.


Subsequent to initial recognition, borrowings are measured at amortised cost with any difference

between the initial recognised amount and the redemption value being recognised in the profit or

loss over the period of the borrowings using the effective interest rate method.


Limit Utilised Interest Rate

Lender Currency

2018

$’000s

2017

$’000s

2018

$’000s

2017

$’000s

2018

%

2017

%


Working Capital Facilities


ANZ Bank New Zealand Ltd NZD 5,000 500 - - 5.98% 10.50%

BB&T Bank (USA) USD 752 - 582 - 6.00% -


5,752 500 582 -



Loan Facilities

ANZ Bank New Zealand Ltd USD 3,524 - 3,524 - 4.82% -

Equal monthly principal repayments of US$28,571 over a five year period, followed by a lump sum payment of

US$714,286 in May 2023.


KBC Bank (Belgium) EUR 878 - 878 - 2.20% -

Working capital loan, maturing monthly.


KBC Bank (Belgium) EUR 483 - 483 - 1.75% -

Working capital (vacation pay) loan, repayable in equal instalments over one year with a final repayment in July 2019.


KBC Bank (Belgium) EUR 241 - 241 - 0.75% -

Working capital (prepaid tax) loan, repayable in equal instalments over one year with a final repayment in July 2019.


Ceskoslovenska obchodni banka a.s.

(Czech Republic)


CZK


682


-


43


-


4.95%


-

Working capital loan, maturing monthly.


Participatiemaatschappij Vlaanderen

(PMV) (Belgium)


EUR


1,713


-


1,713


-


8.00%


-

Subordinated business development loan taken over on the acquisition of the Alvey business. Repayable in equal

quarterly instalments of €90,228, with a final lump sum repayment of deferred interest in June 2020. The intention is

to repay or refinance this loan through a commercial bank.


Maarten van Leeuwen EUR 527 - 527 - 8.00% -

Subordinated loan from the previous owner of the Alvey business, but under the terms of the PMV loan the Maarten

van Leeuwen loan can only be repaid following repayment of the PMV loan. Maarten van Leeuwen is an employee of

the business and therefore is a related party.


8,048 - 7,409 -



The outstanding portion of the loan

facilities is disclosed in the financial

statements as:



2018

$’000s

2017

$’000s



Current liability 3,321 -

Non current liability 4,088 -


7,409 -






26

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


C3. BORROWINGS (Cont.)


Limit Utilised

Lender Currency

2018

$’000s

2017

$’000s

2018

$’000s

2017

$’000s


Financial Guarantee & Trade

Performance Bonds


ANZ Bank New Zealand Ltd Varies 20,400 10,700 7,938 7,634

KBC Bank (Belgium) EUR 8,775 - 4,569 -

Bank of China CNY - 152 - 152

(Refer note F2, Contingent Liabilities)

29,175 10,852 12,507 7,786



Credit Card Facilities

ANZ Bank New Zealand Ltd NZD 750 750 101 61

Australia and New Zealand Banking

Group Ltd


AUD


328


220


173


178


PNC Bank (USA) USD 301 139 97 59

KBC Bank (Belgium) EUR 28 - 1 -


1,407 1,109 372 298


The total amount of credit card facilities

used is included in trade creditors and

accruals.




Security


The bank facilities from ANZ Bank New Zealand Limited are secured by general security agreements over all the

present and after acquired property of Scott Technology Limited and its subsidiaries, and therefore all property,

plant and equipment assets are pledged as security for these facilities. The bank facilities from ANZ Bank New

Zealand Limited are also secured by mortgages over the 630 Kaikorai Valley Road, Dunedin and 10 Maces Road,

Christchurch properties.


The bank facilities from KBC Bank are secured by a registered pledge on the business assets of Alvey NV for a

total of €3.8 million and a registered pledge on the bank guarantee line of 50% of any amount exceeding €3.5

million.




C4. TRADE CREDITORS & ACCRUALS


Policy Trade creditors are initially measured at fair value and subsequently measured at amortised cost

using the effective interest rate method.

2018 2017

$’000s $’000s


Trade creditors 18,453 10,866

Accruals 11,869 5,724

─────── ───────

30,322 16,590

═══════ ═══════

Terms


All trade creditors are current and paid within the terms agreed with individual suppliers.




27

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


C5. LEASES


Operating Leases


Policy Operating lease payments are recognised as an expense on a straight line basis over the lease

term, except where another systematic basis is more representative of the time pattern in which

economic benefits from the leased asset are consumed.


Non Cancellable Operating Lease Payments


Operating leases relate to vehicles, printers and manufacturing and warehouse facilities with original lease terms

of between six months to six years. All operating lease contracts contain market review clauses in the event that

the Group exercises its option to renew. The Group have options to purchase the leased property used for the

RobotWorx business and for Alvey’s Belgium business.

2018 2017

$’000s $’000s


Not later than one year 3,535 1,941

Later than one year and not later than two years 2,303 1,685

Later than two years and not later than five years 3,641 2,624

Later than five years 2,405 399

─────── ───────

11,884 6,649

═══════ ═══════


Finance Leases


Policy Leases are classified as finance leases whenever the terms of the lease transfer substantially all

the risks and rewards of ownership to the lessee. All other leases are classified as operating

leases.


Group Entity as Lessor


Amounts due from finance leases are recorded as receivables. Finance lease receivables are

initially recognised at amounts equal to the present value of the minimum lease payments

receivable plus the present value of any unguaranteed residual value expected to accrue at the

end of the lease term. Finance lease payments are allocated between interest revenue and

reduction of the lease receivable over the term of the lease in order to reflect a constant periodic

rate of return on the net investment outstanding in respect of the lease.


Group Entity as Lessee


Assets held under finance lease are initially recorded at their fair value or, if lower, at amounts

equal to the present value of the minimum lease payments, each determined at the inception of

the lease. The corresponding liability to the lessor is included in the Balance Sheet as a finance

lease obligation.


Lease payments are apportioned between finance charges and reduction of the lease obligations

so as to achieve a constant rate of interest on the remaining balance of the liability. Finance

charges are charged directly against income.


Finance leased assets are depreciated on a straight line basis over the estimated useful life of the

asset or the lease term, whichever is shorter.





28

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


C5. LEASES (Cont.)


Finance Leases (Cont.)


Non Cancellable Finance Lease Payments

Minimum Future Present Value of

Lease Payments Minimum Lease

2018 2017 2018 2017

$’000’s $000s $’000s $’000s


Not later than one year 197 31 187 30

Later than one year and not later than five years 164 27 157 26

Later than five years 2 - 2 -

───── ───── ───── ─────

Minimum future lease payments 363 58 346 56

Less future finance charges (17) (2) - -

───── ───── ───── ─────

Present value of minimum lease payments 346 56 346 56

═════ ═════ ═════ ═════

Classified as:

Current borrowings 187 30

Non-current borrowings 159 26

───── ─────

346 56

═════ ═════




C6. DERIVATIVES


Policy Derivatives are initially recognised at fair value on the date the derivative contract is entered into

and are subsequently re-measured to their fair value at each reporting date. The resulting gain or

loss is recognised in profit or loss unless the derivative is designated and effective as a hedging

instrument, in which event, the timing of the recognition depends on the nature of the hedge

relationship.


The Group entity designates certain derivatives as hedges of the fair value of firm commitments

(fair value hedge) or as hedges of forecast future sales (cash flow hedge). Open firm

commitments reflect contractual agreements to provide goods to customers at an agreed price

denominated in a foreign currency on specified future dates.


Fair Value Hedge


Changes in fair value of derivatives that are designated and qualify as fair value hedges are

recorded in profit and loss immediately, together with any changes in the fair value of the firm

commitment that is attributable to the hedged risk.


Hedge accounting is discontinued when the hedge instrument expires, or is sold, terminated,

exercised, or no longer qualifies for hedge accounting. The carrying amount of the firm

commitment at that time continues to be recognised as a firm commitment until the forecast

transaction ultimately impacts profit or loss.


Cash Flow Hedge


The effective portion of changes in the fair value of derivatives that are designated and qualify as

cash flow hedges are recognised in other comprehensive income and accumulated as a separate

component of equity in the hedging reserve. The gain or loss relating to the ineffective portion is

recognised immediately in profit or loss, and is included in the other expenses line.



29

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


C6. DERIVATIVES (Cont.)


Policy Amounts recognised in the hedging reserve are reclassified from equity to profit or loss (as a

reclassification adjustment) in the periods when the hedged item is recognised in profit or loss, in

the same line as the recognised hedged item.


However, when the forecast transaction that is hedged results in the recognition of a non-financial

asset or a non-financial liability, the gains and losses previously recognised in the hedging reserve

are reclassified from equity and included in the initial measurement of the cost of the asset or

liability (as a reclassification adjustment).


Hedge accounting is discontinued when the Group revokes the hedging relationship, the hedging

instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting.

Any cumulative gain or loss recognised in the hedging reserve at that time remains in equity and is

recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast

transaction is no longer expected to occur, the cumulative gain or loss that was recognised in the

hedging reserve is recognised immediately in profit or loss.


2018 2017

Assets $’000s $’000s


At fair value:

Foreign currency forward contracts held as effective

fair value hedges - 1

Fair value hedge of open firm commitments 1,579 -

Foreign exchange derivatives - 143

─────── ───────

1,579 144

═══════ ═══════

Represented by:


Current financial assets 1,229 144

Non current financial assets 350 -

─────── ───────

1,579 144

═══════ ═══════


Liabilities


At fair value:

Foreign currency forward contracts held as effective

fair value hedges 1,579 -

Foreign exchange derivatives 271 -

Foreign currency forward contacts held as cash flow hedges 513 -

Interest rate swap contracts 614 -

Fair value hedge of open firm commitments - 1

─────── ───────

2,977 1

═══════ ═══════

Represented by:


Current financial liabilities 2,013 1

Non current financial liabilities 964 -

─────── ───────

2,977 1

═══════ ═══════



30

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


C7. EMPLOYEE BENEFITS


Policy Provision is made for benefits accruing to employees in respect of wages and salaries, annual

leave, long service leave and sick leave when it is probable that settlement will be required and

they are capable of being measured reliably.


Provision made in respect of employee benefits expected to be settled within twelve months are

measured at their nominal values using the remuneration rate expected to apply at the time of

settlement.


Provisions made in respect of employee benefits which are not expected to be settled within

twelve months are measured at the present value of the estimated future cash outflows to be

made by the Group in respect of services provided by employees up to reporting date.



C8. PROVISION FOR WARRANTY


Policy The provision for warranty claims represents the present value of the Directors’ best estimate of

the future outflow of economic benefits that will be required under the Group’s twelve month

warranty programme for certain equipment. The estimate has been made on the basis of

historical warranty trends and may vary as a result of new materials, altered manufacturing

processes or other events affecting product quality.


2018 2017

$’000s $’000s


Balance at beginning of financial year 1,300 1,100

Provisions recognised on acquisition of business 460 -

Additional provisions recognised 874 550

Reductions arising from payments (777) (350)

─────── ───────

Balance at end of financial year 1,857 1,300

═══════ ═══════


Obligation


The provision for warranty reflects an obligation for after sales service work in relation to completed contracts and

products sold to customers. The provision is expected to be utilised within two years of balance date, however this

timing is uncertain and dependent upon the actual level of after sales service work required.



C9. SHARE BASED PAYMENT ARRANGEMENTS


Policy For cash-settled share-based payments, a liability is recognised for the goods or services

acquired, measured initially at the fair value of the liability. At the end of each reporting period until

the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with

any changes in fair value recognised in profit or loss for the year.


Details of Arrangement


The Group has a long term bonus scheme for certain executives and senior employees of the Group. In

accordance with the terms of the plan, executives and senior employees who remain in employment with the

Group at the vesting dates will be granted a cash incentive based on the movement in Scott Technology Limited’s

share price from the beginning of the scheme to the vesting date. The fair value of the scheme is measured at year

end with reference to the share price. At balance date there is a liability of $2.3 million (2017: $1.4 million)

included in employee entitlements in the balance sheet. The impact of the movement in the liability on profit for

the year was $0.9 million (2017: $0.8 million) and is included in the employee benefits expenses. No shares or

share options in Scott Technology Limited are issued under the plan.




31

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


SECTION D – RISK MANAGEMENT


D1. FINANCIAL INSTRUMENTS


Policy The Group enters into derivative financial instruments to manage its exposure to foreign exchange

rate risk.


Impairment of Financial Assets


Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets

are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial

recognition of the financial asset, the estimated future cash flows of the investment have been impacted.


Objective evidence of impairment could include:


 Significant financial difficulty of the issuer or counterparty; or

 Default or delinquency in interest or principal payments; or

 It becoming probable that the borrower will enter bankruptcy or financial re-organisation.


For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired

individually are subsequently assessed for impairment on a collective basis. Objective evidence of impairment for

a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the

number of delayed payments in the portfolio past an average credit period, as well as observable changes in

national or local economic conditions that correlate with default on receivables.


For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s

carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original

effective interest rate.


The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the

exception of trade receivables, where the carrying amount is reduced through the use of an allowance for doubtful

debts. When a trade receivable is considered uncollectible, it is written off against the allowance account.


Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in

the carrying amount of the allowance account are recognised in profit or loss.


If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related

objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss

is reversed through profit or loss to the extent that the carrying amount of the investment at the date the

impairment is reversed does not exceed what the amortised cost would have been had the impairment not been

recognised.





32

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


D1. FINANCIAL INSTRUMENTS (Cont.)


Financial Risk Management Objectives


The Group’s finance function provides services to the business, co-ordinates access to domestic and international

financial markets and monitors and manages the financial risks relating to the operations of the Group through

internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk

(including currency risk and fair value interest rate risk), credit risk, liquidity risk and cash flow interest rate risk.


The Group seeks to minimise the effects of these risks by using derivative financial instruments to hedge certain of

these risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the Board

of Directors, which provide written principles on foreign exchange risk, interest rate risk, credit risk, the use of

financial derivatives and non-derivative financial instruments and the investment of excess liquidity. Compliance

with policies and exposure limits is reviewed on a continuous basis. The Group does not enter into or trade

financial instruments, including derivative financial instruments, for speculative purpose.


Capital Risk Management


The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern

while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group’s

overall strategy remains unchanged from 2017.


The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued

capital and retained earnings.


The Group has sufficient liquid assets to fund the operational assets. To the extent that additional working capital

funding is required the Group has bank facilities available as disclosed in note C3. Where the Group requires

funding for a significant capital acquisition, separate funding facilities are established, provided the Directors

consider that the Group has adequate equity to support these facilities.


Market Risk


The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The

Group enters into a variety of derivative financial instruments to manage its exposure to foreign currency risk,

including forward foreign exchange contracts to hedge the exchange rate risk arising on the export of

manufactured products.


There has been no change to the Group’s exposure to market risks or the manner in which it manages and

measures the risk.



33

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


D1. FINANCIAL INSTRUMENTS (Cont.)


Foreign Currency Risk Management


The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate

fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilising forward

foreign exchange contracts. The carrying amounts in New Zealand Dollars of the Group’s foreign currency

denominated monetary assets and monetary liabilities at the reporting date are as follows:


Assets Liabilities

2018 2017 2018 2017

$’000s $’000s $’000s $’000s


United States Dollar 20,073 13,169 10,795 2,810

Euros 16,077 2,542 16,198 1,974

Australian Dollar 5,908 8,460 1,491 4,956

Japanese Yen 6 7 - -

Great Britain Pound 168 1 30 36

Chinese Yuan 3,930 797 2,103 931

Czech Koruna 544 - 1,141 -

───── ───── ───── ─────

46,706 24,976 31,758 10,707

═════ ═════ ═════ ═════

Forward Foreign Exchange Contracts


It is the policy of the Group to enter into forward foreign exchange contracts to cover specific foreign currency

payments and receipts. The Group also enters into forward foreign exchange contracts to manage the risk

associated with anticipated sales and purchase transactions.


The following table details the forward foreign currency (FC) contracts outstanding as at reporting date:


Average

Exchange Rate Foreign Currency

NZ$ Contract

Value


Fair Value

2018 2017 2018

FC’000s

2017

FC’000s

2018

$’000s

2017

$’000s

2018

$’000s

2017

$’000s

Foreign currency forward

contracts held as

effective fair value

hedges



Sell United States Dollars


Less than 3 months 0.6929 0.7204 1,315 79 1,898 110 (80) (1)

3 to 6 months 0.6951 0.6999 6,084 1,275 8,753 1,822 (392) 35

6 to 12 months 0.7003 0.6921 10,217 823 14,590 1,189 (725) 34

1 to 2 years 0.7010 - 5,275 - 7,525 - (350) -

22,891 2,177 32,766 3,121 (1,547) 68


Sell Euros


0 to 3 months - 0.6511 - 118 - 181 - (16)

3 to 6 months 0.5789 0.6461 56 59 97 91 (3) (8)

56 177 97 272 (3) (24)



Sell Australian Dollars


Less than 3 months 0.9343 0.9059 656 1,400 702 1,545 (14) 1

3 to 6 months 0.9333 0.9048 525 1,470 562 1,625 (10) 2

6 to 12 months 0.9333 0.9330 263 1,444 282 1,548 (5) (46)

1,444 4,314 1,546 4,718 (29) (43)


34,409 8,111 (1,579) 1




34

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


D1. FINANCIAL INSTRUMENTS (Cont.)



Average

Exchange Rate


Foreign Currency


NZ$ Contract

Value



Fair Value

2018


2017


2018

FC’000s

2017

FC’000s

2018

$’000s

2017

$’000s

2018

$’000s

2017

$’000s

Foreign exchange

derivatives



Sell United States Dollars


Less than 3 months 0.6963 0.6972 1,540 2,459 2,212 3,527 (105) 86

3 to 6 months 0.7202 0.6843 1,675 573 2,326 837 (192) 35

6 to 12 months - 0.7012

- 1,820 - 2,595 - 39


3,215 4,852 4,538 6,959 (297) 160

Sell Euros


Less than 3 months 0.5808 - 92 - 158 - (4) -

3 to 6 months 0.5662 - 6,930 - 12,239 - (106) -

7,022 - 12,397 - (110) -

Buy Euros


Less than 3 months 0.5840 - 2,793 - 4,783 - 136 -



Sell Australian Dollars


Less than 3 months - 0.9346 - 525 - 562 - (17)



21,718 7,521 (271) 143



Foreign currency forward

contracts held as cash

flow hedges




Sell United States Dollars


Less than 3 months 0.6919 - 3,000 - 4,336 - (177) -

3 to 6 months 0.6888 - 3,000 - 4,356 - (154) -

6 to 12 months 0.6901 - 5,165 - 7,485 - (264) -


11,165 - 16,177 - (595) -

Sell Australian Dollars


Less than 3 months 0.8994 - 2,250 - 2,502 - 46 -

3 to 6 months 0.8994 - 1,750 - 1,946 - 36 -


4,000 -

4,448 - 82 -


20,625 - (513) -


The fair value of foreign exchange contracts outstanding is recognised as other financial assets/liabilities.


Interest Rate Swap Contracts


Under interest rate swap contracts, the Group agrees to exchange the difference between fixed and floating rate

interest amounts calculated on agreed notional principal amounts. Such contracts enable the Group to mitigate

the risk of changing interest rates on the fair value of issued fixed rate debt and the cash flow exposures on the

issued floating rate debt. The fair value of interest rate swaps at the reporting date is determined by discounting

the future cash flows using the curves at reporting date and the credit risk inherent in the contract, and is disclosed

below. The average interest rate is based on the outstanding balances at 31 August.


The following tables detail the notional principal amounts and remaining terms of interest rate swap contracts

outstanding as at 31 August.



35

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


D1. FINANCIAL INSTRUMENTS (Cont.)


Interest Rate Swap Contracts (Cont.)


Outstanding receive floating pay fixed contracts


Average

Contracted Fixed

Interest Rate

Notional Principal

Amount Fair Value


2018

%

2017

%

2018

$’000s

2017

$’000s

2018

$’000s

2017

$’000s

5 years +

2.7% -

3,376 - (614) -


The interest rate swap contract obligation was taken over through the acquisition of the Alvey business. The loan

facility is not currently being used.


Foreign Currency Sensitivity Analysis


The Group is mainly exposed to the United States Dollar, the Euro, the Australian Dollar and the Chinese Yuan.


The following table details the Group’s sensitivity to a 10% increase and decrease in the New Zealand Dollar

against the relevant foreign currencies. 10% represents management’s assessment of the reasonably possible

change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency

denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency

rates. A positive number below indicates an increase in profit and equity where the New Zealand Dollar weakens

10% against the relevant currency.


10% Increase in 10% Decrease in

New Zealand Dollar New Zealand Dollar

2018 2017 2018 2017

$’000s $’000s $’000s $’000s


United States Dollar (474) (340) 474 340

Euro (450) (57) 450 57

Australian Dollar (442) (294) 442 294

Japanese Yen (1) - 1 -

Great Britain Pound (14) - 14 -

Chinese Yuan (182) (13) 182 13

Czech Koruna 60 - (60) -


These movements are mainly attributable to the exposure to outstanding foreign currency bank accounts,

receivables, payables and derivatives at year end in the Group.


In management’s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the

year end exposure does not reflect the exposure during the year.


Credit Risk Management


In the normal course of business, the Group incurs credit risk from trade receivables and transactions with financial

institutions. The Group has a credit policy which is used to manage this exposure to credit risk, including requiring

payment prior to shipping to high credit risk countries and customers, the use of Export Credit Office financing

facilities and customer credit checks. The Group, as a result of the industries in which they operate, can be

exposed to significant concentrations of credit risk from trade receivables and counterparty risk with the bank in

relation to the outstanding forward exchange contracts. They do not require any collateral or security to support

financial instruments as these represent deposits with, or loans to, banks and other financial institutions with high

credit ratings.


At year end the amount receivable from the five largest trade debtors is $7.9 million (2017: $3.8 million).




36

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


D1. FINANCIAL INSTRUMENTS (Cont.)


Credit Risk Management (Cont.)


The maximum credit risk of on balance sheet financial instruments is their carrying amount.


The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses,

represents the Group’s maximum exposure to credit risk without taking account of the value of any collateral

obtained.


Liquidity & Interest Rate Risk Management


Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built an

appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term

funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate

reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash

flows and matching the maturity profiles of financial assets and liabilities. Included in Note C3 are details of

additional undrawn facilities that the Group has at its disposal to further reduce liquidity risk.


There is no reasonable movement in interest rates that could have a material impact on the financial statements.


The following table details the Group’s remaining undiscounted contractual maturity for its non derivative financial

liabilities. The tables below have been drawn up based on the undiscounted cash flows of financial liabilities

based on the earliest date on which the Group can be required to pay.


The tables include both interest and principal cash flows.





Weighted

Average

Effective

Interest

Rate





On

Demand




Less

than

1 Year





1-2

Years





2-3

Years





3-5

Years





5+

Years






Total


% $’000s $’000s $’000s $’000s $’000s $’000s $’000s


2018

Financial Liabilities


Finance lease liabilities 3.89% - 197 97 44 23 2 363

Term loans 5.14% 591 3,000 1,798 624 2,113 - 8,126

Deferred settlement on

purchase of business

- - 6,275 - - - - 6,275

Payable to joint

ventures


-


-


673


-


-


-


-


673

Trade creditors &

accruals


-


30,322


-


-


-


-


-


30,322


30,913 10,145 1,895 668 2,136 2 45,759



2017

Financial Liabilities


Finance lease liabilities 3.47% - 31 12 8 7 - 58

Payable to joint

ventures


-


-


547


-


-


-


-


547

Trade creditors &

accruals


-


16,590


-


-


-


-


-


16,590


16,590 578 12 8 7 - 17,195


The Group has access to financing facilities, of which the total unused amount is $23.3 million at the balance sheet

date, (2017: $4.4 million). The Group expects to meet its other obligations from operating cash flows and

proceeds of maturing financial assets.



37

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


D1. FINANCIAL INSTRUMENTS (Cont.)


Fair Value Measurements Recognised in the Balance Sheet


The following table provides an analysis of financial instruments that are measured subsequent to initial

recognition at fair value, grouped into Levels 1 to 3 on the degree to which fair value is observable:


The fair values of financial assets and financial liabilities are determined as follows:


 Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for

identical assets and liabilities;

 Level 2 fair value measurements are those derived from inputs other than quoted prices included within

Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived

from prices); and;

 Level 3 fair value measurements are those derived from valuation techniques that include inputs for the

asset or liability that are not based on observable market data (unobservable inputs).


The fair value of forward exchange contracts and options is based on their quoted market price, if available. If a

quoted market price is not available, then fair value is estimated by discounting the difference between the

contractual forward price and the current forward price for the residual maturity and options of the contract using a

market rate of interest.



Level 1 Level 2 Level 3 Total

$’000s $’000s $’000s $’000s


2018


Financial assets at fair value through profit and loss

Fair value hedge of open firm commitments - 1,579 - 1,579


Financial liabilities at fair value through profit and loss

Foreign currency forward contracts held as effective

fair value hedges - (1,579) - (1,579)

Foreign exchange derivatives - (271) - (271)

Foreign currency forward contracts held as

cash flow hedges - (513) - (513)

Interest rate swap contracts - (614) - (614)

───── ───── ───── ─────

- (1,398) - (1,398)

═════ ═════ ═════ ═════


2017


Financial assets at fair value through profit and loss

Foreign currency forward contracts held as effective

fair value hedges - 1 - 1

Foreign exchange derivatives - 143 - 143


Financial liabilities at fair value through profit and loss

Fair value hedge of open firm commitments - (1) - (1)

───── ───── ───── ─────

- 143 - 143

═════ ═════ ═════ ═════

Fair Value


The fair value of financial instruments not already measured at fair value approximates their carrying value.



38

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


SECTION E – GROUP STRUCTURE & SUBSIDIARIES


E1. ACQUISITION OF BUSINESS


Business Acquired


Name Principal Activity Location

Date of

Acquisition

Proportion of

Shares /

Assets

Acquired

Cost of

Acquisition

$’000s


Alvey Materials handling & logistics automation Europe 23 April 2018 100% 19,303

Transbotics Automated guided vehicles USA 31 May 2018 100% 4,873


The Alvey acquisition was by way of the purchase of 100% of the shares in various Alvey group companies, while

the Transbotics acquisition was by way of the purchase of the net business assets. Both businesses acquired

were for the purpose of expanding the Group’s business in key geographies and to expand and enhance the

solutions that the Group can offer to its customers.



Analysis of Assets & Liabilities Acquired and Provisional Fair Values


Alvey Transbotics


Book

Value

$’000s


Fair Value

Adjustment

$’000s

Fair

Value on

Acquisition

$’000s


Book

Value

$’000s


Fair Value

Adjustment

$’000s

Fair

Value On

Acquisition

$’000s

Total Fair

Value on

Acquisition

$’000s

Assets & Liabilities

Cash & Bank

balances 4,039 - 4,039 - - - 4,039

Trade debtors & other

receivables 11,992 - 11,992 1,429 (105) 1,324 13,316

Inventories 946 - 946 827 - 827 1,773

Plant & equipment 3,475 (220) 3,255 144 - 144 3,399

Intangible assets 4,548 210 4,758 - - - 4,758

Contract work in

progress 1,609 (1,391) 218 (1,893) (168) (2,061) (1,843)

Bank overdraft - - - (558) - (558) (558)

Trade creditors &

accruals (12,175) - (12,175) (1,179) (573) (1,752) (13,927)

Taxation payable (582) - (582) - - - (582)

Provision for warranty (173) - (173) - (287) (287) (460)

Employee

entitlements (4,797) - (4,797) (78) - (78) (4,875)

Financial liabilities - (571) (571) - - - (571)

Finance leases (379) - (379) - - - (379)

Term loans (2,498) - (2,498) - - - (2,498)

Deferred tax

- (1,423) (1,423) - 214 214 (1,209)

Total assets &

liabilities 6,005 (3,395) 2,610 (1,308) (919) (2,227) 383

Goodwill on

acquisition

16,693


7,100 23,793

Cost of acquisition


19,303


4,873 24,176




39

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


E1. ACQUISITION OF BUSINESS (Cont.)


Cost of Acquisition


The cost of acquisition of the Alvey and Transbotics businesses was paid in a combination of cash and a deferred

portion.


Alvey Transbotics Total

$’000s $’000s $’000s


Cash 14,522 3,438 17,960

Deferred settlement on purchase of business 4,781 1,435 6,216

───── ───── ─────

19,303 4,873 24,176

═════ ═════ ═════


The deferred settlement on the Alvey business is contingent on the vendor and the acquirer completing agreed

post-acquisition conditions of the sale agreement. The deferred settlement on the Transbotics business is

contingent on the business achieving agreed revenue targets. The fair values on acquisition are based on the

expectation that all post-acquisition conditions and targets will be met.


Impact of Acquisition on the Results of the Group


Included in the Group financial statements is revenue of $26.7 million and an operating EBITDA of $0.9 million

attributable to the purchase of the Alvey business and revenue of $4.0 million and an operating EBITDA of $0.8

million attributable to the purchase of the Transbotics business.


Had these acquisitions been effected at 1 September 2017, the revenue of the Group from continuing operations

would have been approximately $225 million and the operating EBITDA would have been approximately $22

million. The Directors of the Group consider these '‘pro-forma’ numbers to represent an approximate measure of

the performance of the combined Group on an annualised basis and to provide a reference point for comparison in

future periods.


Net Cash Outflow on Acquisition


Alvey Transbotics Total

$’000s $’000s $’000s


Total purchase consideration paid in cash 14,522 3,438 17,960

Overdraft/(cash at bank) acquired (4,039) 558 (3,481)

───── ───── ─────

Net cash outflow on acquisition 10,483 3,996 14,479

═════ ═════ ═════


Goodwill Arising on Acquisition


The consideration paid for the acquisition of Alvey and Transbotics businesses effectively included amounts in

relation to the benefit of expected synergies, current product development and knowhow. These benefits are not

recognised separately from goodwill as the future economic benefits arising from them cannot be readily

measured and they do not meet the definition of identifiable intangible assets. It will not be deductible for tax

purposes.


Fair Value Gain on Purchase of Business


In 2017 the inventories, plant and equipment of the DC Ross business were purchased from DC Ross’ receivers

for an agreed total value which was less than market value resulting in a fair value gain on acquisition.



40

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


E1. ACQUISITION OF BUSINESS (Cont.)


Fair Value Gain on Purchase of Business (Cont.)


Judgement The Group acquired a 100% equity interest in Alvey and the business of Transbotics between

April and May 2018 for $24.2 million. Due to the timing of the acquisitions, the acquisition

accounting fair value adjustments have been identified as being on a provisional basis. On

completion of final valuations the balances for the acquisition may be revised since the valuation

exercise is not yet finalised.


The provisional fair value of intellectual property was based on a valuation performed at

acquisition. The intellectual property was provisionally valued using the relief from royalty method.

Key assumptions used in the valuation were: royalty rate of 5% to 12%, depending on the nature

of the intellectual property being valued; cashflow projections based on financial budgets and

forecasts covering a five year period and an annual revenue growth rate of 2% beyond the initial

five year period for a further five years; and a discount rate of 12% to 20%, depending on the

nature of the intellectual property being valued.


E2. SUBSIDIARIES

Name of Entity Balance Date Country of

Incorporation

Ownership Interest &

Voting Rights

2018

%

2017

%

Parent Entity


Scott Technology Limited (i) 31 August New Zealand


New Zealand Trading Subsidiaries


Scott Technology NZ Limited (ii) 31 August New Zealand 100 100

Scott Automation Limited (iii) 31 August New Zealand 100 100

Scott Technology USA Limited (iv) 31 August New Zealand 100 100

QMT General Partner Limited (v) 31 August New Zealand 93 93

QMT New Zealand Limited

Partnership (vi)


31 August


New Zealand


92


92

Scott Separation Technology (vii) 31 August New Zealand 100 100

Scott Technology Americas Limited (viii) 31 August New Zealand 100 -

Scott Technology Europe Limited (ix) 31 August New Zealand 100 -



New Zealand Non Trading Subsidiaries


Scott LED Limited 31 August New Zealand 100 100

Rocklabs Limited 31 August New Zealand 100 100


Overseas Subsidiaries


Scott Technology Australia Pty Ltd (x) 31 August Australia 100 100

Applied Sorting Technologies Pty Ltd (xi) 31 August Australia 100 100

Scott Automation & Robotics Pty Ltd (xii) 31 August Australia 100 100

QMT Machinery Technology (Qingdao) Co

Limited (xiii)


31 December (*)


China


70


70

Scott Systems International Incorporated (xiv) 31 August USA 100 100

Scott Systems (Qingdao) Co Limited (xv) 31 December (*) China 95 95

Scott Technology GmbH (xvi) 31 December (*) Germany 100 100

Scott Technology Belgium bvba (xvii) 31 August Belgium 100 -

Alvey NV (xviii) 31 March Belgium 100 -

FLS Group bvba (xix) 31 December Belgium 100 -

FLS Systems NV (xx) 31 December Belgium 100 -

Alvey do Brazil Comercio de Maquinas de

Automacao (xxi) 31 December Brazil 100 -

Alvey Manex a.s. (xxii) 31 March Czech Republic 100 -

Alvey Samovie sasu (xxiii) 31 March France 100 -

Alvey Systems & Services Limited (xxiv) 31 March United Kingdom 100 -


(*) Determined by local regulatory requirements



41

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


E2. SUBSIDIARIES (Cont.)


New Zealand Trading Subsidiaries


(i) Scott Technology Limited is the ultimate parent entity of the Group. It is an investment holding company

and owns all New Zealand properties.

(ii) Scott Technology NZ Limited is the main trading company for New Zealand operations, including the design

and manufacture of automated and robotic systems (under the “Scott” brand), the service and upgrade of

Scott equipment worldwide (under the “Scott Service International” brand), the manufacture and sale of

automated laboratory sampling equipment for the mining industry (under the “Rocklabs” brand) and

development, design and manufacture of high temperature superconductor equipment (under the “HTS-110”

brand).

(iii) Scott Automation Limited’s principal activity is the design and manufacture of automation systems.

(iv) Scott Technology USA Limited is a financing subsidiary for the USA businesses, as well as owning a

number of domain names (URLs) associated with the RobotWorx business.

(v) QMT General Partner Limited is the general partner for the QMT New Zealand Limited Partnership and

directly owns 1% of QMT New Zealand Limited Partnership.

(vi) QMT New Zealand Limited Partnership is an investment holding entity and owns 75% of QMT Machinery

Technology (Qingdao) Co Limited.

(vii) Scott Separation Technology Limited develops and markets patented centrifuge technology with particular

application to the honey and fish processing industries.

(viii) Scott Technology Americas Limited is a holding company for Americas operations

(ix) Scott Technology Europe Limited is a holding company for European operations


Overseas Subsidiaries


(x) Scott Technology Australia Pty Limited is a holding company for Australian activities.

(xi) Applied Sorting Technologies Pty Limited’s principal activity was the manufacture and sale of x-ray and

sorting technology. These activities are now conducted through Scott Automation & Robotics Pty Limited.

(xii) Scott Automation & Robotics Pty Limited is the main trading company for Australia operations, designing

and manufacturing automated and robotic systems.

(xiii) QMT Machinery Technology (Qingdao) Co Limited is a general engineering business located in Qingdao,

China. The woodworking lathes and parts business has ceased and the automation engineering business

has been transferred to Scott Systems (Qingdao) Co Limited. The company is currently being wound up.

(xiv) Scott Systems International Incorporated’s principal activities are in North America for the sale of robot

systems under the “RobotWorx” brand, the design and manufacture of automated guided vehicles under the

“Transbotics” brand and undertaking sales and service for the wider Group.

(xv) Scott Systems (Qingdao) Co Limited is a general engineering business located in Qingdao, China.

(xvi) Scott Technology GmbH designs and manufactures automation and robotic systems and is located in

Kurnbach, Germany.

(xvii) Scott Technology Belgium bvba is a holding company for Belgium operations.

(xviii) Alvey NV designs and manufactures automation and robotic systems and is located in Deerlijk, Belgium.

(xix) FLS Group bvba designs and manufactures automation and robotic systems and is located in Deerlijk,

Belgium.

(xx) FLS Sysytems NV designs and manufactures automation and robotic systems and is located in Deerlijk,

Belgium.

(xxi) Alvey do Brazil Comercio de Maquinas de Automacao is a non-trading Brazilian subsidiary.

(xxii) Alvey Manex a.s. is a general engineering business located in Podivin, Czech Republic.

(xxiii) Alvey Samovie sasu’s principal activity is the sale and service of automated and robotic equipment and is

based in Ploemeur and Marseille, France.

(xxiv) Alvey Systems & Service Limited’s principal activity us the sale and service of automated and robotic

equipment and is based in Warrington and Glasgow, United Kingdom.




42

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


E3. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD


Interests in Joint Ventures


Policy: A joint venture is a joint arrangement whereby the parties that have joint control of the

arrangement have rights to the net assets of the joint arrangement. Joint control is the

contractually agreed sharing of control of an arrangement, which exists only when decisions about

the relevant activities require unanimous consent of the parties sharing control.


The results and assets and liabilities of joint ventures are incorporated in these consolidated

financial statements using the equity method of accounting. Under the equity method a joint

venture is initially recognised in the consolidated statement of financial position at cost and

adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive

income of the joint venture. In assessing the Group’s share of the profit or loss or other

comprehensive income of the joint venture, the Group’s share of any unrealised profits or losses

on transactions between Group companies and the joint venture is eliminated. Dividends or

distributions received from a joint venture reduce the carrying amount of the investment in that

joint venture in the Group financial statements. When the Group’s share of losses of a joint

venture exceeds the Group’s interest in that joint venture, the Group discontinues its share of

further losses. Additional losses are recognised only to the extent that the Group has incurred

legal or constructive obligations or made payments on behalf of the joint venture.


An investment in a joint venture is accounted for using the equity method from the date on which

the investee becomes a joint venture until the date it ceases to be a joint venture. On acquisition

of the investment in a joint venture, any excess of the cost of the investment over the Group’s

share of the net fair value of the identifiable assets and liabilities of the investee is recognised as

goodwill, which is included within the carrying value of the investment. Any excess of the Group’s

share of the net fair value of the identifiable assets and liabilities over the cost of the investment,

after reassessment, is recognised immediately in profit or loss in the period in which the

investment is acquired.



Country

of

Incorporation

Ownership Interest Carrying Value


Name of Entity

2018

%

2017

%

2018

$’000s

2017

$’000s



Joint Ventures


Robotic Technologies Limited (i) New Zealand 50 50 552 983

Scott Technology Euro Limited (ii) Ireland 50 50 80 78

NS Innovations Pty Limited (iii) Australia 50 50 - -

Scott Technology S.A. (iv) Chile 50 50 7 50

Rocklabs Automation Canada Limited (v) Canada

50 50

289 7

Balance at end of financial year

928 1,118


(i) Scott Technology Limited’s joint venture with Silver Fern Farms Limited, Robotic Technologies Limited (RTL),

was formed in October 2003 and has a balance date of 31 August. RTL’s principal activity is the marketing

and development of (primarily) lamb meat processing equipment and the management of the intellectual

property associated with these developments. Scott Technology Limited’s share of RTL’s net surplus was

$268,000 (2017: $176,000) and RTL paid a dividend to Scott Technology Limited of $700,000 (2017: $Nil).


(ii) Scott Technology Euro Limited (STEL) is a European sales agency for Scott Technology Limited and is a joint

venture between Scott Technology Limited and Industrial Process Solution of Italy. STEL was formed in 2009

and has a balance date of 31 August. Scott Technology Limited’s share of STEL’s net surplus was $2,000

(2017: $1,000).




43

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


E3. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (Cont.)


Interests in Joint Ventures (Cont.)


(iii) NS Innovations Pty Limited (NSIL) is a joint venture between Scott Technology Limited and Northern Co-

Operative Meat Company Limited of Australia. NSIL was formed in August 2009 and has a balance date of 30

June, in line with Australian tax rules. NSIL’s principal activity was the marketing and development of

(primarily) beef meat processing equipment and the management of the intellectual property associated with

these developments. NSIL is no longer operating and is in the process of being wound up. Scott Technology

Limited’s share of NSIL’s net surplus was $Nil (2017: $Nil).


(iv) Scott Technology S.A. (STSA) is a joint venture between Scott Technology Limited and Canadian private

company STG Holdings Limited. STSA commenced trading in June 2014 and has a balance date of 31

August. STSA is a sales agency for mining equipment in the Americas and is based in Chile. Scott

Technology Limited’s share of STSA’s net deficit was $42,000 (2017: share of net deficit $38,000).


(v) Rocklabs Automation Canada Limited (RAC) is a joint venture between Scott Technology Limited and

Canadian private company STG Holdings Limited. RAC commenced trading in 2013 and has a balance date

of 31 August. RAC is a sales agency for mining equipment in North America. Scott Technology Limited’s

share of RAC’s net surplus was $282,000 (2017: $82,000).


Carrying value of equity accounted investments:

2018 2017

$’000s $’000s


Balance at beginning of financial year 1,118 923

Share of net surplus 510 220

Share of dividends (700) -

Sale of interest in joint venture - (25)

─────── ───────

Balance at end of financial year 928 1,118

═══════ ═══════


Summarised statement of comprehensive income of joint Joint Ventures

ventures from continuing operations: 2018 2017

$’000s $’000s


Income 16,945 12,136

Expenses (15,925) (11,696)

─────── ───────

Net surplus and total comprehensive income 1,020 440

═══════ ═══════

Group share of net surplus 510 220

═══════ ═══════


Summarised balance sheets of joint ventures: Joint Ventures

2018 2017

$’000s $’000s


Current assets 3,851 3,937

Non-current assets 1,964 1,731

Current liabilities (1,601) (2,049)

Non-current liabilities (2,316) (1,349)

─────── ───────

Net assets 1,898 2,270

═══════ ═══════

Group share of net assets 949 1,135

═══════ ═══════


RTL, STEL, NSIL, STSA and RAC do not have any contingent assets, contingent liabilities or commitments for

capital expenditure. The Group is not jointly and severally liable for any of the joint ventures’ liabilities.



44

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


E4. RELATED PARTY TRANSACTIONS

2018 2017

Joint Ventures $’000s $’000s


Project work undertaken by the Group for RTL 6,092 8,095

Administration, sales and marketing fees

charged by the Group to RTL 234 173

Sales revenue received by RTL from the Group 13,616 8,875

Advance from RTL to Scott Technology (585) (371)

Interest charged by RTL to Scott Technology on advance 96 29


Administration fees charged by the Group to STEL 6 6

Commission received by STEL from the Group 211 199

Advance from STEL to Scott Technology (88) (176)


Project work undertaken by the Group for SSTL - 2


Project work undertaken by the Group for STSA 406 1,466

Advance from Scott Technology to STSA 1,298 1,223


Project work undertaken by the Group for RAC 2,459 1,583

Advance from Scott Technology to RAC 1,017 686



Advances


Advances to/from joint ventures are unsecured, interest free and repayable on demand.


Directors


C C Hopkins and S J McLauchlan are trustees of the Scott Technology Employee Share Purchase Scheme. The

balance of the interest free advance owing to the scheme at 31 August 2018 was $3,000 (2017: $4,000). During

the year no shares vested with employees and no shares (2017: no shares) which had not vested with employees

were disposed of at market value. As at 31 August 2018 17,779 (2017: 17,779) shares were being held on trust

which had vested with the Trustees upon the resignation of employees during the period of the Scheme and are

available for sale. These shares have been treated as equity under share capital.


Substantial Shareholders


C C Hopkins is a Director of Oakwood Group Limited, which owns Oakwood Securities Limited, a substantial

shareholder of Scott Technology Limited. C C Hopkins has received Directors’ fees of $21,000 from Oakwood

Group Limited during the year (2017: $17,000).


JBS Australia Pty Limited owns a 50.1% shareholding in Scott Technology Limited. The Group has recognised

sales to JBS Companies of $5.6 million (2017: $3.2 million) and has made purchases from JBS Companies of $1.8

million (2017: $2.5 million). As at balance date the Group had $0.8 million receivable from JBS Companies (2017:

$1.4 million).





45

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


SECTION F – OTHER DISCLOSURES


F1. NOTES TO THE CASHFLOW STATEMENT


Policy The Statement of Cashflows is prepared exclusive of GST, which is consistent with the method

used in the Statement of Comprehensive Income.


Definition of terms used in the Statement of Cashflows:


 Cash includes cash on hand, demand deposits, and other short-term highly liquid

investments that are readily convertible to a known amount of cash and are subject to an

insignificant risk of change in value, net of bank overdrafts.

 Operating activities include all transactions and other events that are not investing or

financing activities.

 Investing activities are those activities relating to the acquisition and disposal of current and

non-current investments and any other non-current assets.

 Financing activities are those activities relating to changes in the equity and debt capital

structure of the Group and those activities relating to the cost of servicing the Group’s

equity.


2018 2017

$’000s $’000s


Net surplus for the year 10,772 10,265


Adjustments for non-cash items:

Depreciation and amortisation 4,225 2,987

Net loss/(gain) on sale of property, plant and equipment 21 (73)

Deferred tax 1,541 201

Share of net surplus of joint ventures and associates (510) (220)

Fair value gain on purchase of business - (936)


Add / (less) movement in working capital:

Trade debtors (19,231) (2,000)

Other financial assets – derivatives (1,435) 1,332

Sundry debtors (2,576) 174

Inventories (6,553) (3,929)

Contract work in progress 1,031 (5,245)

Taxation payable (953) 1,779

Trade creditors and accruals 13,732 8,228

Other financial liabilities – derivatives 2,463 (619)

Employee entitlements 6,089 1,195

Provision for warranty 557 200


Movements in working capital disclosed in investing/financing activities:

Working capital relating to purchase of business and non controlling interest (7,109) 675

Movement in foreign exchange translation reserve relating to working capital (1,449) (607)

─────── ───────

Net cash inflow from operating activities 615 13,407

═══════ ═══════


Reconciliation of Movement in Debt Facilities


1 September

2017

$’000s


Acquisitions

$’000s

Net

Drawings

$’000s

Net

Repayment

$’000s

31 August

2018

$’000s

Bank loans - 2,498 5,079 (168) 7,409

Finance leases 56 379 - (89) 346


56 2,877 5,079 (257) 7,755



46

SCOTT TECHNOLOGY LIMITED

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the Year Ended 31 August 2018


F2. CONTINGENT LIABILITIES

2018 2017

$’000s $’000s


Payment guarantees and performance bonds 12,432 7,711

Stock Exchange bond 75 75

Maximum contract penalty clause exposure 6,979 1,501


Payment guarantees are provided to customers in respect of advance payments received by the Group for

contract work in progress, while performance bonds are provided to some customers for a period of up to one year

from final acceptance of the equipment.


Scott Technology Limited has a payment bond to the value of $75,000 in place with ANZ Bank New Zealand

Limited in favour of the New Zealand Stock Exchange.


The Group has exposure to penalty clauses on its projects. These clauses relate to delivery criteria and are

becoming increasingly common in international contractual agreements. There is a clearly defined sequence of

events that needs to occur before penalty clauses are imposed.


F3. KEY MANAGEMENT PERSONNEL COMPENSATION


The compensation of the Directors and executives, being the key management personnel of the entity, is set out

below:

2018 2017

$’000s $’000s


Short term benefits - employees 2,156 2,535

Short term benefits – executive Director 607 708

Short term benefits – non-executive Directors 208 193

Long term benefits – employees 494 604

Long term benefits – executive Director 268 284

─────── ───────

3,733 4,324

═══════ ═══════


The composition of the executive team changed during the year following the acquisition of the Alvey and

Transbotics businesses.



F4. SUBSEQUENT EVENTS


Dividend


On 25 October 2018 the Board of Directors approved a final dividend of six cents per share with full imputation

credits attached to be paid for the 2018 year (2017: six cents per share).



47

SCOTT TECHNOLOGY LIMITED


ADDITIONAL STOCK EXCHANGE INFORMATION


Substantial Shareholders


Names of Substantial Security Holder Number of shares in which a relevant interest

was held as at 17 September 2018

1. JBS Australia Pty Limited 38,476,592

2. Oakwood Securities Limited 5,500,000


The total number of issued voting securities of the company as at 17 September 2018 was 75,902,939 ordinary

shares.


Distribution of Shares by Holding Size # of Shareholders % of Total Number % of Total

1 - 1,000 726 27.12 367,553 0.49

1,001 - 5,000 1,120 41.84 2,847,858 3.75

5,001 - 10,000 397 14.83 2,880,135 3.79

10,001 - 50,000 366 13.67 7,080,901 9.33

50,001 - 100,000 34 1.27 2,325,741 3.06

100,001 and over 34 1.27 60,400,751 79.58

Total and percentage

2,677 100.00 75,902,939 100.00



Twenty Largest Shareholders as at 17 September 2018 Shares % of Total

1. JBS Australia Pty Limited 38,476,592 50.69

2. Oakwood Securities Limited 5,500,000 7.25

3. New Zealand Central Securities Depository Limited 5,020,992 6.62

4. Russell John Field & Anthony James Palmer (JI Urquart Family A/C) 2,000,000 2.63

5. JB Were (NZ) Nominees Limited 1,645,888 2.17

6. Forsyth Barr Custodians Limited (1-33 A/C) 1,062,795 1.40

7. Leveraged Equities Finance Limited 706,563 0.93

8. Jarden Custodians Limited 479,982 0.63

9. Jack William Allan & Helen Lynette Allan 450,000 0.59

10. FNZ Custodians Limited 403,790 0.53

11. Rosebery Holdings Limited 384,994 0.51

12. Forsyth Barr Custodians Limited 379,890 0.50

13. Kenneth William Wigley 373,709 0.49

14. Custodial Services Limited (4 A/C) 324,333 0.43

15. Michael Walter Daniel, Nigel Geoffrey Burton and Michael Murray Benjamin 290,000 0.38

16. Margaret Ann Ring & Melissa A Henderson 270,000 0.36

17. Opito Investments Pty Ltd 220,000 0.29

18. Investment Custodial Services Limited 218,691 0.29

19. Custodial Services Limited (3 A/C) 206,713 0.27

20. Harry McMillan Hearsay Salmon 200,000 0.26


58,614,932 77.22


Employee Remuneration


Remuneration and other benefits of $100,000 per annum or more, received or receivable by employees in their

capacity as employees were:


Salary Range Number of Employees Salary Range Number of Employees

$100,000 - $110,000 27 $210,001 - $220,000 1

$110,001 - $120,000 20 $220,001 - $230,000 2

$120,001 - $130,000 15 $230,001 - $240,000 5

$130,001 - $140,000 21 $240,001 - $250,000 1

$140,001 - $150,000 13 $250,001 - $260,000 1

$150,001 - $160,000 9 $270,001 - $280,000 1

$160,001 - $170,000 6 $320,001 - $330,000 1

$170,001 - $180,000 9 $340,001 - $350,000 1

$180,001 - $190,000 5 $350,001 - $360,000 1

$190,001 - $200,000 2 $360,001 - $370,000 1

$200,001 - $210,000 5 $370,001 - $380,000 1

$490,001 - $500,000 1



48

SCOTT TECHNOLOGY LIMITED

DIRECTORS’ INTERESTS

For the Year Ended 31 August 2018


Directors’ Shareholding as at 31 August 2018



Beneficially Owned Held by Associated

persons

Non-Beneficially Held ***

(Jointly)


2018 2017 2018 2017 2018 2017


C C Hopkins**** 55,964 54,526 5,612,297 5,609,410 17,779 17,779

S J McLauchlan 384,994 375,096 - - 17,779 17,779

J M Thorman - - - - - -

M B Waller* n/a 90,562 - - - -

C J Staynes** n/a 228,375 - - - -

A Nogueira - - - - 38,476,592 37,415,058

H B Eastwood - - - - 38,476,592 37,415,058

E Alvares - - - - 38,476,592 37,415,058

J K Berry (alternate) - - - 38,476,592 37,415,058


440,958 748,559 5,612,297 5,609,410




* Retired 30 April 2018


** Retired 30 November 2017


*** The non-beneficially held shares that are held jointly by C C Hopkins and S J McLauchlan are in their

capacity as trustees for the Scott Technology Employee Share Purchase Scheme. The non-beneficially

held shares that are jointly attributed to A Nogueira, H B Eastwood, E Alvares and J K Berry are in their

capacity as Directors representing JBS Australia Pty Limited.


**** 5,500,000 associated persons shares are in C C Hopkins’ capacity as a Director of Oakwood Group Limited


Directors’ Share Dealings


The details of disclosures by Directors of acquisitions or disposals of shares Directors held a relevant interest in

were:



Number of Shares

Acquired/(Disposed)

Date

Consideration Paid

$’000s

C C Hopkins (beneficially) 836 28 Nov 2017 3

C C Hopkins (beneficially) 602 24 April 2018 2

C C Hopkins (associated person) 1,678 28 Nov 2017 6

C C Hopkins (associated person) 1,209 24 April 2018 4

S J McLauchlan (beneficially) 5,751 28 Nov 2017 21

S J McLauchlan (beneficially) 4,147 24 April 2018 14


The above share acquisitions were all in relation to the dividend reinvestment plan.


Use of Company Information


There were no notices from Directors regarding the use of Company information.





49

SCOTT TECHNOLOGY LIMITED

DIRECTORS’ INTERESTS

For the Year Ended 31 August 2018


Disclosures of Interest by Directors

The following are general disclosures of interest given by Directors of the company under section 140 of the

Companies Act 1993:


S J McLauchlan


Chairman Analogue Digital Instruments Group

Chairman BPAC Clinical Solutions Management

Ltd

Chairman Compass Agribusiness Management

Ltd

Chairman Dunedin International Airport Ltd

Chairman Otago Community Hospice

Chairman UDC Finance Limited

Chairman University of Otago Foundation

Studies Ltd

Chairman Woodworks Southern Ltd

Partner/

Director GS McLauchlan & Co Ltd

Director Argosy Property Ltd

Director Cargill Hotel 2002 Ltd

Director Dunedin Casinos Ltd

Director Dunedin City Council Subsidiaries

Director Extra Eight Ltd

Director Ngai Tahu Tourism Ltd

Director Openwave Systems (New Zealand)

Ltd

Director QMT Machinery Technology

(Qingdao) Co Ltd

Director Scenic Circle Hotels & Subsidiaries

Director Scott Technology NZ Ltd

Board Member Otago Southland Employers

Association

Board Member NZ On Air

Trustee Scott Technology Employee Share

Purchase Scheme


H B Eastwood


Chief Executive

& Director JBS Australia Pty Ltd and

Associated Companies

Director Afoofa Development Pty Ltd

Director Andrews Meat Industries Pty Ltd

Director Enunga Enterprises Pty Ltd

Director JBS Holdings Hong Kong Co Ltd

Director Premier Beehive NZ

Director Primo Moraitis Fresh Pty Ltd

Director SPM Fresh 2013 Pty Ltd

Director SPM Fresh Holdings Pty Ltd

Member Business Council of Australia



A Nogueira


Chief Executive JBS USA

Director Cattle Production Systems Inc

Director Gold’N Plump Farms, LLC

Director Gold’N Plump Poultry, LLC

Director JBS Canada Partners, Inc

Director JBS Carriers, Inc

Director JBS Foods Canada, ULC

Director JBS Finco, Inc

Director JBS Green Bay, Inc

Director JBS Live Pork, LLC

Director JBS Packerland, Inc

Director JBS Plainwell, Inc

Director JBS Souderton, Inc

Director JBS Tolleson, Inc

Director JBS USA Finance, Inc

Director JBS USA Food Company

Director JBS USA Food Company Holdings

Director JBS USA Leather, Inc

Director JFC LLC

Director Miller Bros Co, Inc

Director Mopac of Virginia, Inc

Director Pilgrim’s Pride Corporation

Director Pilgrim’s Pride, LLC

Director Poppsa 3, LLC

Director Poppsa 4, LLC

Director S&C Resale Company

Director Sampco, LLC

Director Sampco Holdings, LLC

Director Skippack Creek Corporation

Director Swift & Company International Sales

Corporation

Director Swift Beef Company

Director Swift Brands Company

Director Swift Pork Company

Director JBS Food Canada ULC

Director TO-RICOS Distribution Ltd

Director TO-RICOS Ltd

Director North American Meat Institute

Member Rabobank’s North American

Agribusiness Advisory Board



E Alvares


Director JBS Australia Pty Ltd & Associated

Companies

Director Andrews Meat Industries Pty Ltd

Director JBS (Bejing) Co Ltd

Director JBS Holdings Hong Kong Co Ltd

Director Premier Beehive NZ



50

SCOTT TECHNOLOGY LIMITED

DIRECTORS’ INTERESTS

For the Year Ended 31 August 2018



C C Hopkins


Chairman Dunedin Engineering Inc

Chairman Robotic Technologies Ltd

Chairman NS Innovations Pty Ltd

Director Alvey Manex a.s

Director Alvey NV

Director Alvey Samovie sasu

Director Alvey Systems & Services Ltd

Director Applied Sorting Technologies Pty Ltd

Director City Forests Ltd

Director FLS Group bvba

Director FLS Systems NV

Director Oakwood Group Ltd

Director QMT General Partner Ltd

Director QMT Machinery Technology

(Qingdao) Co Ltd

Director Rocklabs Ltd

Director Rocklabs Automation Canada Ltd

Director Scott Automation Ltd

Director Scott Automation & Robotics Pty Ltd

Director Scott LED Ltd

Director Scott Separation Technology Ltd

Director Scott Systems International Inc

Director Scott Systems (Qingdao) Co Ltd

Director Scott Technology Americas Ltd

Director Scott Technology Australia Pty Ltd

Director Scott Technology Belgium bvba

Director Scott Technology Euro Ltd

Director Scott Technology Europe Ltd

Director Scott Technology NZ Ltd

Director Scott Technology USA Ltd

Trustee Scott Technology Employee Share

Purchase Scheme

Shareholder Penfold Transmission Ltd





J M Thorman


Director Attenti New Zealand Ltd

Director AVC Title Queenstown Ltd

Director Envision Energy (New Zealand) Ltd

Director EWNZ Ltd

Director Halo Business Intelligence Ltd

Director Haumi Company Ltd

Director Haumi Development Auckland Ltd

Director Hikvision New Zealand Ltd

Director Hoffend International General Partner Ltd

Director International Paper (New Zealand) Ltd

Director Kiri General Partner Ltd

Director LPI Marketing Ltd

Director Oceanbeach Capital Ltd

Director Openbet New Zealand Ltd

Director Ora New Zealand Ltd

Director Orbcomm New Zealand Ltd

Director TBM Finance Ltd

Director Thorman Holdings Ltd

Director TMF Corporate Services New Zealand Ltd

Director TMF Fiduciaries New Zealand Ltd

Director TMF General Partner Ltd

Director TMF Trustees New Zealand Ltd

Director Travel Helpline Ltd

Director Vega Industries Ltd



J K Berry (alternate for A Nogueira, H B Eastwood & E

Alvares)


Chairman Australian Meat Processor Corporation

Director JBS Australia Pty Ltd & Associated

Companies

Director Andrews Meat Industries Pty Ltd

Director Premier Beehive NZ





51

SCOTT TECHNOLOGY LIMITED

DIRECTORS’ INTERESTS

For the Year Ended 31 August 2018


Remuneration of Directors


During the year ended 31 August 2018, the total remuneration and other benefits attributed to the Directors of the

Company were as follows:





Directors’

Fees

$’000s




Directors’

Salary

$’000s


Other

Remuneration

& Benefits

(Short Term)

$’000s


Other

Remuneration

& Benefits

(Long Term)

$’000s


C C Hopkins* - 377 230 268

S J McLauchlan 125 - - -

J M Thorman 23 - - -

M B Waller*** 41 - - -

C J Staynes*** 19 - - -

A Nogueira** - - - -

H B Eastwood** - - - -

E Alvares** - - - -

J K Berry (alternate)** - - - -


* Denotes an Executive Director who receives a salary.

** Remuneration and meeting costs of Directors representing JBS Australia Pty Limited are paid directly by the

JBS Group of Companies.

*** Up to retirement: C J Staynes, 30 November 2017; M B Waller, 30 April 2018.


Directors’ Indemnity & Insurance


The Company has made insurance arrangements covering risks arising out of acts or omissions of Directors and

officers in their capacity as such.


Gender Composition


The gender composition of the Directors, Officers and Senior Management of the Company as at 31 August was:


2018

Male

2018

Female

2017

Male

2017

Female


Directors (excluding alternate) 6 - 7 -

Executive Officers 3 3 8 2

Senior Management 11 1 9 3


20 4 24 5


Donations


The Company made donations of $5,000 during the year (2017: Less than $1,000).




Independent Auditor’s Report

To the Shareholders of Scott Technology Limited

Opinion We have audited the consolidated financial statements of Scott Technology Limited and its

subsidiaries (the ‘Group’), which comprise the consolidated balance sheet as at 31 August

2018, and the consolidated statement of comprehensive income, statement of changes in

equity and statement of cash flows for the year then ended, and notes to the consolidated

financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements, on pages 3 to 46,

present fairly, in all material respects, the consolidated financial position of the Group as

at 31 August 2018, and its consolidated financial performance and cash flows for the year

then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (‘NZ IFRS’) and International Financial Reporting Standards (‘IFRS’).

Basis for opinion We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)

and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities

under those standards are further described in the Auditor’s Responsibilities for the Audit

of the Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1

(Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing

and Assurance Standards Board and the International Ethics Standards Board for

Accountants’ Code of Ethics for Professional Accountants, and we have fulfilled our other

ethical responsibilities in accordance with these requirements.

Our firm carries out other assignments for the Group in the area of taxation advice, due

diligence services and other assurance services. These services have not impaired our

independence as auditor of the Company and Group. In addition to this, partners and

employees of our firm deal with the Company and its subsidiaries on normal terms within

the ordinary course of trading activities of the business of the Company and its

subsidiaries. The firm has no other relationship with, or interest in, the Company or any of

its subsidiaries.

Audit materiality



We consider materiality primarily in terms of the magnitude of misstatement in the

financial statements of the Group that in our judgement would make it probable that the

economic decisions of a reasonably knowledgeable person would be changed or influenced

(the ‘quantitative’ materiality). In addition, we also assess whether other matters that

come to our attention during the audit would in our judgement change or influence the

decisions of such a person (the ‘qualitative’ materiality). We use materiality both in

planning the scope of our audit work and in evaluating the results of our work.

We determined materiality for the Group financial statements as a whole to be $750,000.

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

significance in our audit of the consolidated financial statements of the current period.

These matters were addressed in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon, and we do not provide a

separate opinion on these matters.



52




Key audit matter How our audit addressed the key audit matter

Recognition of Profit on Long Term Projects

The Group’s most significant revenue stream relates to long

term projects for customers in various industries. Revenue

and profit on long term projects are accounted for based on

management’s estimate of the percentage of completion of

the individual contracts as detailed in note A1.

There is a significant level of judgement involved in the

recognition of revenue and profit on long term projects

driven by factors which arise throughout the life of the

project requiring estimation, and contract conditions

differing between projects. For these reasons, we have

identified this area as a key audit matter.

Our procedures included, among others:

 Assessment of controls – Assessing the group’s

processes and controls around preparation/calculation

of the percentage of completion.


 Hindsight consideration – For a sample of projects

in place at the end of the prior year, we compared the

current year actual results to prior year forecasts to

assess the reliability of management estimates

relating to the cost of completion.


 Testing of contract revenue – For a sample of

contracts, we performed the following procedures:

- Assessed whether the key estimates made by

management reflect the terms and conditions of the

contract;

- Evaluated cost to complete forecasts by challenging

management’s key assumptions and comparing

revenue recognition calculations to project cost

forecasts prepared by project managers;

- Obtained evidence of scope variations and claims

and verified that these have not been included in

management’s determination of revenue recognition

until agreed with the customer; and

- Tested contract costs incurred during the year to

validate the costs and assess whether they have

been applied to contracts appropriately.

Goodwill Impairment Assessment

As at 31 August 2018, there is $53.8 million (including

goodwill in respect of the current year acquisitions which is

addressed below) (2017: $30 million) of goodwill included

on the balance sheet of the Group as detailed in note B5.

The balance is held across three cash generating units.

NZ IAS 36: Impairment of Assets require the Group to

complete an impairment test related to goodwill annually.

The assessment of value in use is performed using a

discounted cash flow calculation.

This calculation is subjective, and requires the use of

judgement, primarily in respect of:

 Forecast cash flows, particularly in relation to future

project wins and market conditions; and

 Discount rates.

We have assessed a key audit matter in relation to the

significant judgements and estimates required in preparing

the value in use model.








We considered whether the Group’s methodology for

assessing impairment is compliant with NZ IAS 36. We

focused on testing and challenging the suitability of the

models and reasonableness of the assumptions used by the

Group in conducting their impairment reviews.

Our procedures included, among others:

 Assessment of controls – Assessing the group’s

processes and controls around the value in use

calculation.


 Cash generating units (CGU) – We assessed

management’s determination of cash generating units

and our understanding of the Group’s business and

operating environment.


 Past performance – We assessed the

reasonableness of forecast figures by looking at

historical performance against past forecasts.


 Use of specialists – We used our internal valuation

experts to assist in our evaluation of the

reasonableness of the discount rates applied by the

Group through consideration of the relevant risk

factors for each CGU or impairment model, the cost of

capital for the Group, and market data on comparable

businesses.


 Integrity check – We assessed the mathematical

accuracy of the models.


 Sensitivity analysis –We evaluated the sensitivity

analysis performed by management to consider the

extent to which a change in one or more of the key

assumptions could give rise to impairment in the

goodwill.


53




Key audit matter How our audit addressed the key audit matter

Acquisition Accounting

As detailed in note E1, the Group acquired 100% of the

shares in a variety of companies comprising Alvey Group

(“Alvey”) and the business of Transbotics Corporation

(“Transbotics”) for a total consideration of NZD $24.2 million

between April 2018 and May 2018. Due to the timing of the

acquisitions, the acquisition balance sheets were assessed

on a provisional basis.

Accounting for these acquisitions involved judgement in

order to:

 Measure the provisional fair value of assets and

liabilities recorded in the financial records of the

entities acquired;

 Identify and measure the provisional fair value of

intangible assets not recorded in the financial

records of the entities acquired; and

 Allocate the purchase price between all the

identifiable assets and liabilities, and goodwill.

We included the Alvey and Transbotics acquisitions as a key

audit matter given the level of estimation and judgement

required in identifying and establishing the fair values.

In particular, there is significant judgement relating to

identifying the fair value of unrecognised intangible assets.

The acquisition accounting resulted in the recognition of

finite life intangible assets, comprising intellectual property

provisionally valued at $4.8 million, and $23.8 million of

goodwill.

The intellectual property has been valued using the the relief

from royalty method. The key assumptions applied in the

model were:

 cashflow projections;

 discount rate;

 royalty rate; and

 terminal growth rate.


Our procedures included, amongst others:

 Considering the completeness of the identified assets

and liabilities acquired by comparison to the sale and

purchase agreement, through discussions with the

Group and internal experts, and based on our

understanding of the acquired business;

 Utilising industry knowledge to assess the Group’s

identification of intangible assets and consider what the

residual goodwill represents;

 Assessing the Group’s determinations of provisional fair

values for assets and liabilities acquired and the

methods used to value the underlying assets; and

 Challenging the rationale for allocation of goodwill to

CGU’s or groups of CGU’s and evaluating the Group’s

assessment that there is no impairment of goodwill by

comparing the forecast results included in their

impairment models to the due diligence reports and

group budgets.


We used our internal valuation specialists to assess the

appropriateness of the nature and provisional valuation of

the intellectual property identified by the Group as part of

the acquisitions. This assessment included:


 evaluating the appropriateness of the valuation

methodology and testing the mathematical integrity of

the model;

 evaluating the discount rate applied in the model

through comparison to the cost of capital for the

business and to external market data; and

 comparing the Group’s assumed royalty rate charge to

market data for similar intangible assets.



Other information


The directors are responsible on behalf of the Group for the other information. The other

information comprises the information in the Financial Report that accompanies the

consolidated financial statements and the audit report, and the Annual Report, which is

expected to be made available to us after the date of the audit report.

Our opinion on the consolidated financial statements does not cover the other information

and we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and consider whether it is materially

inconsistent with the consolidated financial statements or our knowledge obtained in the

audit or otherwise appears to be materially misstated. If so, we are required to report that

fact. We have nothing to report in this regard.

When we read the Annual Report, if we conclude that there is a material misstatement

therein, we are required to communicate the matter to the directors and consider further

appropriate actions.

Directors’ responsibilities for

the consolidated financial

statements

The directors are responsible on behalf of the Group for the preparation and fair

presentation of the consolidated financial statements in accordance with NZ IFRS and

IFRS, and for such internal control as the directors determine is necessary to enable the

preparation of consolidated financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf

of the Group for assessing the Group’s ability to continue as a going concern, disclosing, as

applicable, matters related to going concern and using the going concern basis of


54




accounting unless the directors either intend to liquidate the Group or to cease operations,

or have no realistic alternative but to do so.

Auditor’s responsibilities for

the audit of the consolidated

financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements as a whole are free from material misstatement, whether due to fraud or error,

and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level

of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and

ISAs (NZ) will always detect a material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually or in the aggregate, they could

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

these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial

statements is located on the External Reporting Board’s website at:

https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-

report-1

This description forms part of our auditor’s report.

Restriction on use


This report is made solely to the Company’s shareholders, as a body. Our audit has been

undertaken so that we might state to the Company’s shareholders those matters we are

required to state to them in an auditor’s report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the

Company’s shareholders as a body, for our audit work, for this report, or for the opinions we

have formed.





Michael Wilkes, Partner

for Deloitte Limited

Christchurch, New Zealand

25 October 2018





55

---

APPENDIX 7 – NZSX Listing Rules
Number of pages including this one

(Please provide any other relevant

NZSX Listing Rule 7.12.2. For rights, NZSX Listing Rules 7.10.9 and 7.10.10. details on additional pages)

For change to allotment, NZSX Listing Rule 7.12.1, a separate advice is required.

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapitalCallDividend

If ticked, stateFull

non-renouncable

change

X

XX

X

whether:

InterimYear

X

XX

X

SpecialDRP Applies

X

XX

X

EXISTING securities affected by this

If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

OR explanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.

Source of

Amount per security

Payment

(does not include any excluded income)

Excluded income per security

(only applicable to listed PIEs)

Supplementary

Amount per security

Currencydividendin dollars and cents

details -

NZSX Listing Rule 7.12.7

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FDP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the NZSX Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

Interest Payable, Exercise Date,

Conversion Date. In the case

of applications this must be the

last business day of the week.

Notice DateAllotment Date

Entitlement letters, call notices,For the issue of new securities.

conversion notices mailedMust be within 5 business days

of application closing date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:Security Code:

Cease Quoting Old Security 5pm:

20 November, 201827 November, 2018

27 November, 2018

$

$0.004167$0.023333

$

New Zealand Dollars$0.010588

$4,554,176

Date Payable

27 November, 2018

Enter N/A if not

applicable

NZSCTE0001S3

In dollars and cents

Cash (subject to dividend reinvestment plan election)

$0.0600

03-478 843925102018

Ordinary shares

EMAIL: announce@nzx.com

Notice of event affecting securities

1

SCOTT TECHNOLOGY LIMITED

Gregory William Chiles, CFODirectors' Resolution

---

Scott Technology Limited
630 Kaikorai Valley Road

Private Bag 1960

Dunedin 9054

New Zealand

+64 3 478 8110

www.scott.co.nz


©Scott Technology Limited


25 October 2018



Listed Company Relations

New Zealand Exchange Limited

PO Box 2959

Wellington



Dear Sir/Madam


DIVIDEND REINVESTMENT PLAN


Scott Technology Limited has determined that, for the purposes of calculating the shares to be issued

in lieu of the 2018 Final Dividend, payable on 27 November 2018, the weighted average sale price will

be based on the shares sold on the NZSX for the period 21 November to 23 November 2018 and a

discount of one and a half percent (1.5%) will apply to the weighted average sale price.


The additional shares allotted under the Dividend Reinvestment Plan will be sourced by way of new

shares issued by the company.



Yours faithfully


Greg Chiles

Chief Financial Officer

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