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2018 Annual Report

Annual Report31 October 2018SCTIndustrials

ANNUAL
REPORT

SCOTT TECHNOLOGY LIMITED 2018

DIVIDEND
Final dividend: 6.0 cents per share, fully imputed.

Record date: 20 November 2018

Payment date: 27 November 2018

Dividend reinvestment plan applies to this payment for

shareholders who have elected to receive shares in lieu

of a cash dividend.

ANNUAL MEETING

Thursday 29 November 2018 at 3:00pm at Scott Technology

Limited, 10 Maces Rd, Bromley, Christchurch.

Proxies close 3:00pm, Tuesday, 27 November 2018

01

HIGHLIGHTS

02

FIVE YEAR TRENDS

03

GROWTH

04

O U R VA LU E S

05

CHAIRMAN & MANAGING DIRECTOR’S

COMMENTARY

08

50 YEARS’ SERVICE

09

LEADERSHIP

10

REGIONAL & SALES DIRECTORS

12

APPRENTICESHIP & GRADUATE

PROGRAMMES

13

CORPORATE GOVERNANCE

15

STATEMENT OF

CORPORATE GOVERNANCE

20

DIRECTORS' INTERESTS

24

DIRECTORS' RESPONSIBILITY STATEMENT

25

FINANCIAL REPORT

71

AUDITOR'S REPORT

75

ROBOTICS & TECHNOLOGY EDUCATION

76

DIRECTORY

REVENUECOUNTRIES

EMPLOYEES

EARNINGS

PER SHARE

TOTAL ANNUAL


DIVIDEND

ACQUISITIONS

An increase of 37%

on the prior year

An increase of 8%


on the prior year

Per share fully imputed

Products exported to

Across twelve countries

$181 . 8M

10cents

75

778

A LV E Y &

TRANSBOTICS

14.3cents

TABLE OF

CONTENTS

HIGHLIGHTS

PAGE 1

FIVE YEAR TRENDS
FINANCIAL

2014

$‘000s

2015

$‘000s

2016

$‘000s

2017

$‘000s

2018

$‘000s

Total revenue60,31672,298112,044132,631181,779

Net surplus before tax4,2318,10210,96514,91315,046

Cash flow from operating activities1219,98716,10813,407615

Net cash/(overdraft)(4,888)1,28534,24426,67012,473

Bank term loans8,42417,369--7,409

Total assets77,02684,445113,811126,181170,111

Shareholders' equity47,26550,61894,60097,156102,947

DIVIDENDS (CENTS PER SHARE)


Interim2.52.54.04.04.0

Final5.55.55.56.06.0

Total

8.08.09.510.010.0

EMPLOYEES (NUMBER)

New Zealand221194197215249

Australia1770808495

Asia5152332733

Americas3445504474

Europe114053327

Total

324362400423778

In early 2018 Scott announced the acquisition of

Europe based Alvey Group – specialists in palletising,

conveying and warehouse automation.

Alvey is an exciting acquisition for Scott with great

potential for both companies. Strategically this allows

Scott to build an end-to-end automation offering for

the production process from raw materials receipt through

to warehousing and final distribution.

Alvey Group specialises in tailor-made industrial

automation projects. Alvey systems help increase

efficiency in plants, where the handling of secondary

packaging, semifinished or finished products is involved.

Alvey has a wide portfolio of industrial services and

systems including conventional and robotic palletisers,

depalletisers, pallet conveyors, case conveyors, order

preparation systems, stacker cranes and other material

handling equipment, complemented by its warehouse

management software package, Maestro+.

Collaborative Palletiser

Scott and Alvey recently launched the

Collaborative Palletiser. This unique model


is designed for lower capacity palletising

and re-palletising

Automatic Guided Vehicle

11,800 kg capacity AGV Jumbo Roll

Transporter for the paper industry

Shortly after the acquisition of Alvey, Scott announced the

acquisition of Transbotics Corporation, a North Carolina based

Automatic Guided Vehicle (AGV) company in April 2018.

Since 1982, Transbotics Corporation has specialised in the

design, installation and support of AGVs, and Automated Guided

Carts (AGC’s), including custom engineered vehicles to provide

proven, reliable material handling solutions for production and

warehouse facilities.

The acquisition of Transbotics is consistent with Scott’s

acquisition strategy of accelerating market access, while

providing the skills and technologies faster and at a lower cost

than doing it ourselves. Recently Scott has engaged in projects

that have required the integration of AGV systems from third

parties. We will now be able to meet this need in house, while

removing the risk and cost associated with outsourcing. It

has also provided a strong platform to launch Scott’s existing

materials handling and logistics products into the North

American market.

GROWTH

REVENUE BY INDUSTRY

REVENUE BY GEOGRAPHY

Mining

18%

New Zealand

7%

Materials

Handling &

Logistics

15%

Australia

26%

Meat

Processing

24%25%

Asia

24%6%

Appliances

23%22%

Americas

23%32%

Industrial

Automation

20%

Europe

29%

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 2PAGE 3

CHAIRMAN & MANAGING
DIRECTOR'S COMMENTARY

STUART McLAUCHLAN & CHRIS HOPKINS

BUSINESS OVERVIEW

Scott’s strategy of growth through an expanded geographic

presence in major global markets is starting to deliver. Our global

business, through local representation, has achieved several

milestones. Record growth in staff, output and product offerings

has the Company well positioned to consolidate these gains.

During the year, Scott completed two exciting and complementary

acquisitions with Alvey in Europe and Transbotics in the USA. These

businesses strengthen our materials handling and logistics offering

and provide a stronger presence and diversity in key markets.

We have already seen growth opportunities within the acquired

businesses, driven by the wider reach of Scott and the ability to cross

sell between markets. By having capability in multiple industries and

by having people where our customers are, means we are “agile and

capable”, both key factors in winning and keeping customers. We

are now a truly global organisation with our European business now

the same size as our Australasian business, helping to deliver a much

larger proportion of our customers, resources and activities outside

New Zealand.

Our overall strategy is to build one team that delivers seamless

service to our customers in each of our target segments, at the same

time providing local manufacturing, installation, service and support

on the ground in each of our target geographies.

Scott’s diversification strategy has delivered major benefits

and competitive advantages through an exposure to a range

of industries in widespread geographies. Through this diverse

exposure we have been able to position the Company to take

advantage of economic and industry cycles.

Our core values continue to underpin everything we do, and

represent what we stand for as an organisation and sets direction

for the future. We emphasise our commitment to our values

throughout Scott, from our recruitment process through to our

day to day operation. Values awards for our team members were

introduced during the year, along with Scott ‘Safe Mate’ awards.

HEALTH & SAFETY

Health and Safety is an important focus for Scott and we look

for the same commitment from our customers. Although our

track record is good, we continue to strive for even better

standards, with continuous improvement of our health and well-

being outcomes for all our staff and stakeholders. We strive to

implement best practice across the group in all geographies, often

over and above the relevant country legislative requirements.

FINANCIAL PERFORMANCE

For the year ended 31 August 2018 the Company produced

another strong result, 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 our 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 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.

Chris

Hopkins

Managing Director

Stuart

McLauchlan

Chairman &

Independent Director

Build

trust and

confidence

with our internal


and external

customers, in the

way we listen, engage

and respond to their needs.

CUSTOMER

FOCUS

Add value and

understand our

customers’

perspectives and

expectations.

Innovate, be


creative and think

lean and efficient.

Be accountable

for your actions,

be positive, flexible

and open minded.

Take care of the

company and our

customers like they

were one’s own.

Act with

honour in


everything

you do.

ATTITUDE

AND

INTEGRITY

Do what

you say you will,

respect, support

others and always give

your best.

All actions and

communications

support ONE Team,

ONE Company.

TEAMS

WHO

TRUST

Empower, share

information and be

accountable.

Persist. Have

strength and act

with urgency.

Continually evaluate

and measure

progress and take

action.

Take part and share

the celebration of

change and

success

.

RESULTS

MATTER

OUR VALUES

WHO WE ARE AND WHO

WE WANT ON OUR TEAM

PAGE 5

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 4

CUSTOMER
O P E R AT I N G

SYSTEM

INTERFACE

M AT E R I A L S

HANDLING

PROCESSING

PACKAGING &

PALLETISING

LOGISTICSSERVICE

bodies and the Governments of Australia and New Zealand.

With their help and Scott’s commitment we have established

Scott 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.

CUSTOMER AND MARKET FOCUS

It is obvious to ourselves and our customers that there is an

unprecedented shortage of skilled people. Our response is to

establish advanced automation and robot training facilities with

programmes targeted at upskilling our own team members, as

well as customers.

In nearly all the markets we operate, we see common

challenges faced by our customers – declining productivity

growth, labour shortages, rising costs, and the need for safe

operations. Many customers recognise automation and

robotics as a viable solution to these challenges. The move

toward smart factories (Industry 4.0 or the Industrial Internet

of Things) and intelligent manufacturing drives the need

for more and more information about the products being

produced or the food being delivered to consumers. Scott

systems, combined with our digital platforms, can deliver not

only the products, but also the information required.

Across our target market sectors we continue to experience

strong enquiry levels from Appliance customers, particularly

in Europe where new projects have been undertaken for new

customers in associated metal forming industries in Germany.

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.

RESEARCH AND DEVELOPMENT

During the year, we 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, we will maintain a strong

commitment to Research and Development. Scott’s total gross

Research and Development investment 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, we have commenced significant projects

aimed at transferring our technology and capability from lamb

deboning to other species. Scott currently has two significant

development projects underway in beef, one in pork and two

in poultry. Other developments are underway in automated

palletising, mining technologies and automatic guided vehicles

(AGV ’s).

Where possible, we seek technical and financial support for our

Research and Development activities from customers, industry

In the Mining sector there is steady demand for standard

products and ongoing demand for system solutions for both

automated laboratories and mine site operations.

Bladestop bandsaw sales met our current year targets and,

combined with ongoing demand for lamb boning automation

solutions in New Zealand and Australia, helped deliver record

sales in our Meat Processing sector.

During the year, Scott took the ‘RobotWorx’ model from the USA

and launched RobotWorx in Australia. This was facilitated by the

opportunity to purchase a quantity of robots disposed of as part

of the shutdown of automotive manufacturing in Australia. These

robots are in the process of being refurbished and sold back into

industry. The RobotWorx model offers the advantage of lower

price and immediate availability.

PEOPLE

Scott’s investment in its people includes leadership training

targeted at further developing front line management to ensure

we have the skills required for future growth. This also allows us

to strengthen our ability to promote internally through effective

succession planning processes.

Scott’s leadership team has been further strengthened through

the acquisitions, as well as through promotions and external

appointments. Having the right people is key to our business.

Over the past two years, in an effort to improve our work

environment, we have relocated our business into new larger

premises in Auckland, Wellington, Sydney and Melbourne. We are

currently planning relocations in Perth and Charlotte and a building

expansion is underway in Dunedin that will double the size of this

facilit y.

THE YEAR AHEAD (OUTLOOK)

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

twelve 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. With the focus shifting

towards operational excellence and delivery, the Directors look

forward to continuing the growth path set over the past two years.

On behalf of the Company and our colleagues, we thank the

Board for their valuable support and guidance throughout the

year. We also thank the people at Scott for their commitment

to, and efforts towards, achieving our mission and upholding the

Company’s values. Finally we thank all of our shareholders and

other stakeholders for their continuing support which has helped

place Scott in the strong position it is in today.

Our acquisition strategy over the last 10 years has provided us with customer and industry diversification:

and critical mass in key markets:

More importantly, our acquisition strategy has now given us the ability to offer complete end to end

automation solutions to our customers across all industries:

APPLIANCES

& METAL

FORMING

MINING

MEAT

PROCESSING

M AT E R I A L S

HANDLING

& LOGISTICS

INDUSTRIAL

AUTOMATION

& ROBOTICS

Oven Chassis assembly line built in Christchurch

CHAIRMAN & MANAGING DIRECTOR'S COMMENTARY (cont.)

Chris C Hopkins

Managing Director

Stuart J McLauchlan

Chairman

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 6PAGE 7

NEW ZEALAND

249 STAFF

CHINA

3 3 S TA F F

AUSTRALIA

95 S TA F F

USA

74 S TA F F

EUROPE

3 27 S TA F F

50 YEARS’ SERVICE
ROBERT (BOB) HYSLOP

This year Scott had the pleasure of celebrating the long service

contribution of Robert (Bob) Hyslop.

Bob (73) retired from Scott in September after five decades of

committed service to the company which was acknowledged

at a function in Dunedin.

Bob, whose father was also an engineer, showed an interest in

engineering from an early age.

He previously worked for seven years at his father’s business,

Hyslop & Foley, completing his apprenticeship as a Fitter

Turner. While still working, he studied hard as an apprentice

and passed his Trade Certificate, Advanced Trade Certificate

and NZCE (Mech) & NZCE (Prod).

Bob wanted to earn more money than his father was prepared

to pay for Bob's qualifications, so he applied for several design

engineer jobs that were being advertised in the paper at the

time. His ambition was to earn 20 pound ($40) a week. He was

successful with three of his applications and had to choose

between A & T Burt Ltd, Bonaire Ltd, and J & AP Scott Ltd.

Bob chose to join Scott, which was then known as J&AP Scott,

at 23 years old, as a design engineer in the Dunedin drawing

office. He went on to become the Chief Design Engineer in

Dunedin for 35 years.

Following on from being Chief Design Engineer, Bob worked in

project management for five years, before moving into his most

recent logistics and procurement role.

During his time with the company Bob has witnessed a lot of

change in engineering including the introduction of computers,

programmable logic controllers, CNC and CAD. In recent

years, Bob has seen robotics become "another whole facet" in

engineering terms for the company.

We are sure Bob will have no problem filling in his retirement

days. Bob’s wife Jenny, three children and nine grandchildren

will no doubt be seeing a lot more of him. He also plans on

continuing his lifelong hobby of music.

Above: Carrol Street staff

Christmas function in 1973

Left: Bob in 1984 as the

Chief Design Engineer for the

Dunedin operation

Chris is responsible for the overall

day to day operation of Scott and

implementation of strategy and business

plans. He is the main point of contact for

media and analysts and regularly visits key

customers to build relationships and assist

the sales and marketing process. Chris

also leads Scott's search for potential

acquisitions, joint ventures and strategic

alliances that will help grow Scott in the

future.

Scott senior management team at a recent conference in New Zealand.

Kate is responsible for the human resource

function. Her responsibility includes

advising and supporting leaders with

respect to strategic planning; project

implementation; and the introduction and

management of best practice HR policies

and procedures. Kate is an experienced

senior human resource practitioner who

has worked in public, private and global

organisations for over 25 years.

Barbara joined Scott in 2013 and is

responsible for innovation in the Company.

She manages new areas of growth as well

as research and development, drawing from

years of experience in science management

and technology commercialisation.

Having trained as a materials scientist,

Barbara's background now spans the entire

commercialisation process from end to end.

She has consulted for the infrastructure and

engineering industries and is an experienced

team builder.

Greg joined the company in 2008 and

is responsible for the Group’s finances,

including cash management, financial

reporting (both internal and to the NZ

Stock Exchange), taxation, insurances,

budgeting, internal audit and controls, and

foreign exchange hedging. Greg’s role

also involves undertaking due diligence on

any businesses that Scott may be looking

to acquire and he attends the Scott Board

meetings in the role of Company Secretary.

Richard joined Scott in May 2018 as Chief

Operating Officer. Richard has broad

experience in New Zealand, Australia and

the United States leading organisations

who manufacture solutions for electrical

and mechanical engineering applications,

telecommunications and data centre power

infrastructure.

Casey joined the company in 2014 and

manages the marketing function for Scott.

Casey is responsible for the delivery of

the overall marketing and communication

strategy for the Scott Group and all

subsidiary companies and brands. Casey

has over 12 years’ experience working

in marketing roles in both the public

and private sector for local and global

organisations.

Chris

Hopkins

Managing Director

& CEO

Kate

Logan

Human Resources

Manager

Barbra

Webster

Director - Group

R&D Strategy

Greg

Chiles

Chief Financial

Officer

Richard

Jenman

Chief Operating

Officer

Casey

Jenkins

Director - Global

Marketing

LEADERSHIP

PAGE 9

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 8

Cathy
Zhang

Qingdao, China

Renaud

Vanrysselberghe

Deerlijk, Belgium

Maarten

Van Leeuwen

Podivin,

Czech Republic

Tony Joyce

Charlotte, USA

REGIONAL & SALES

DIRECTORS

Ken Snowling

Kürnbach, Germany

Andrew

Arnold

Dunedin,

New Zealand

Troy

Krogh

Sydney, Australia

Steve

Russell

Melbourne,

Australia

Frederic

Hermier

Marseille, France

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 10PAGE 11

Appointed Director 2016
Brisbane, Australia

Brent Eastwood was appointed Chief

Executive Officer of JBS Australia in

September 2012. Prior to this he was

Chief Operating Officer for JBS Australia

(Northern). Brent Eastwood has extensive

international experience in business

leadership, and the sales and marketing of

animal protein. He has worked in executive

roles within JBS USA including Head of JBS

Trading Worldwide, Vice-President Beef

Sales USA and President of JBS Carriers

USA. His prior experience in Australia

included time with JBS’ predecessor

company, Australia Meat Holdings, as

General Manager of AMH Trading Division

for five years, eight years in meat trading

with the DR Johnson Group and three years

as CEO of the ConAgra Trade Group in

Sydney. Brent Eastwood entered the meat

industry in New Zealand in 1984 and spent

five years in management roles including

Production, Quality Assurance, Cold

Storage, Operations and Payroll.

Appointed Director 2016

Greeley, Colorado, USA

Andre Nogueira is President and Chief

Executive Officer of JBS USA, the North

American and Australian subsidiary of

JBS SA, and the second largest global food

company, being appointed on 1 January

2013. JBS USA also holds a majority interest

in Pilgrim’s Pride, the second largest poultry

company in the U.S. Andre Nogueira began

his career with JBS in 2007, serving as Chief

Financial Officer through to 2011. He then

served as CEO of JBS Australia throughout

2012. Prior to working for JBS, Andre

Nogueira worked for Banco do Brasil in

corporate banking positions in the U.S. and

Brazil. Andre Nogueira currently serves

on the Pilgrim’s Pride Corporation Board

of Directors, the North American Meat

Institute (NAMI) Board of Directors, the

NAMI Executive Committee and Rabobank’s

North American Agribusiness Advisory

Board. He has an MBA from Funcado Don

Cabral, a Master’s in Economics from Brasilia

University, a B.A. in Economics from Federal

Fluminese University, and has completed

the Chicago Booth Advanced Management

Program.

Andre

Nogueira

Director

Brent

Eastwood

Director

BCom, FCA(PP), CF Inst D

Appointed Director 2007

Dunedin, New Zealand

Stuart McLauchlan is Chairman of AD

Instruments Group Ltd, UDC Finance Ltd

and University of Otago Foundation Studies

Ltd, and a Director of Ngai Tahu Tourism

Ltd, Scenic Hotel Group, Argosy Property

Ltd and several other companies. He is also

Chairman of the NZ Sports Hall of Fame and

the Otago Community Hospice.

BCom, CA, CF Inst D

Appointed Director 2001

Dunedin, New Zealand

Chris Hopkins joined the Donaghys Group,

which included Scott Technology Ltd, in

1994 as Corporate Services Manager.

In 1996, he assumed responsibility for

finance and administration for Scott

Technology Ltd and oversaw the transition

to a public listed company in 1997. He was

appointed a Director of Scott Technology

Ltd in August 2001 and Managing

Director in 2006. Chris Hopkins is also an

independent Director of Oakwood Group

Limited.

Stuart

McLauchlan

Chairman &

Independent

Director

Chris

Hopkins

Managing Director

& CEO

BOARD OF DIRECTORS

CORPORATE GOVERNANCE

APPRENTICESHIP &

GRADUATE PROGRAMMES

Scott offers engineering apprenticeship and graduate roles

annually. We employ mechanical, mechatronic and controls

engineers to develop and shape the future of our business and

the next generation of engineers.

Scott liaises with secondary schools and with polytechnics to

gain an understanding of their course material, to endeavour

to align it with the Company’s requirements. This ensures a

consistent sound and practical learning experience for our

apprentices on the job.

We provide a comprehensive training programme for our

graduates to develop in all of the key skill areas. In addition,

all graduates will have the opportunity to spend time in our

workshop to ensure practical aligns with the theoretical.

Following the successful completion of our graduate

programme, Scott provides the opportunity to specialise in

different engineering disciplines and industries.

As well as our comprehensive graduate programs, Scott also

offers apprenticeship programmes.

Apprentices are important to the overall workshop

development strategy and are employed in the areas of

machining, tool making and electrical.

At any one time, there will be 15-20 machining and tool

making apprentices working their way through their training

programme. Scott has trained unit standard assessors in-

house and this is supplemented with external assistance.

Apprentices spend time in many aspects of the business

including fabrication, fitting, machine shop surface grinding,

manual milling, manual turning through to CNC milling and

turning, and commissioning.

Heather Robertson – Electrical Apprentice

I WANTED TO WORK AT SCOTT BECAUSE THEY ARE A LEADING

COMPANY IN THE TECHNOLOGY INDUSTRY. THERE ARE ALWAYS NEW

PROJECTS TO WORK ON WHICH MEANS THERE ARE LOTS OF OPPORTUNITIES

TO LEARN NEW SKILLS. I ALSO GET THE OPPORTUNITY TO BE INVOLVED IN

COMMUNITY EVENTS SUCH AS ROBOCUP”

PAGE 13

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 12

Appointed Director 2016
Brisbane, Australia

Edison Alvares has over 20 years experience

in major companies within Brazil and on a

global scale. He holds an Economics degree

and Business Administration degree,

and concluded his Executive Master of

Business Administration (EMBA) in 2015

at Queensland University of Technology

(QUT). His area of expertise is Finance

and Controlling. For over ten years

Edison Alvares has led the Finance and

Administration team of JBS Australia,

from the first stages of JBS’ ownership

and expansion in 2007, through to the

consolidated business today of over 13,000

employees and revenue in excess of AU$7b.

Prior to joining JBS in 2005 in Brazil, he was

employed in finance and controlling roles

within the telecommunications and capital

goods sectors.

Edison

Alvares

Director

Board Health & Safety

Committee

Audit Committee Remuneration

Committee

Eligible to

Attend

Attended Eligible to

Attend

Attended Eligible to

Attend

Attended Eligible to

Attend

Attended

Stuart McLauchlan66663311

John Thorman22222211

Chris Hopkins666633--

Brent Eastwood636331--

Edison Alvares6565----

Andre Nogueira/ John

Berry (as alternate)

6666----

Mark Waller (retired)333322--

Chris Staynes (retired)222211--

This table shows attendances at the Board and committee meetings during the year ended 31 August 2018.

CORPORATE GOVERNANCE (cont.)

BCom, CA, MInst.D

Appointed Director 2018

Auckland, New Zealand

John Thorman is the Managing Director of

TMF Group New Zealand and a director

of a number of other overseas owned

New Zealand businesses. John Thorman

has had a successful career with leading

global professional services firms working

in Europe and New Zealand as well as

holding the position of CFO of an internet

start-up. John Thorman has considerable

experience in assisting companies expand

into new markets, acquire and integrate

businesses and maintain compliance

globally.

John

Thorman

Independant

Director

Alternate Director for Andre Nogueira,

Brent Eastwood & Edison Alvares.

Appointed Alternate Director 2017

Brisbane, Australia

John Berry is a Director and Head of

Corporate and Regulatory Affairs, of JBS

Australia Pty Limited. John Berry has been

involved in the Australian Meat Industry

for over 18 years, and has responsibility

for industry, government and corporate

relations activities within the JBS Australia

business. He has also had responsibility

for mergers, legals and environmental

operations. He possesses a Bachelor of

Business Finance and Masters of Business

Administration.

John

Berry

Alternate

Director

ATTENDANCE

Scott Technology Limited (Scott) believes in the benefit of

good corporate governance and the value it provides for our

shareholders, customers, staff and other stakeholders.

The Company’s approach to applying the recommendations

outlined in the NZX Corporate Governance Code (the Code) are

set out below. This section is set out in the order of the principles

detailed in the Code and explains how Scott is applying the

Code’s recommendations.

Scott’s policy documents referred to in this section are at:

www.scottautomation.com/investor-relations/governance

The Company has a whistleblower and protected disclosure

policy. The purpose of the policy is to protect an employee who

wishes to raise concerns of serious wrongdoing from reprisals or

victimisation for reporting their concerns.

FINANCIAL PRODUCT TRADING POLICY

Scott supports the integrity of New Zealand’s financial markets.

This integrity is maintained, in part, through the insider trading

laws that apply in New Zealand. Scott’s financial product trading

policy outlines how those laws apply, as well as the rules that

Scott has put in place so that those laws are followed.

Directors, certain employees and their related parties, must seek

approval from the Company to trade in the Company’s shares.

Trading is prohibited during the following “black-out” periods:

• 30 days prior to Scott’s half year balance date, until the first

trading day after the half year results are released to NZX;

• 30 days prior to Scott’s year end balance date, until the first

trading day after the full year released to NZX; and

• 30 days prior to release of a prospectus for a general public

offer of the same class of restricted securities.

The Directors’ shareholdings and all trading of shares during the

year by the Directors is disclosed in the section of the Annual

Report headed Directors’ Interests. A Director or senior manager

is obliged to advise the NZX promptly if they trade in the

Company’s shares.

STATEMENT OF

CORPORATE GOVERNANCE

PRINCIPLE 1 – CODE OF

ETHICAL BEHAVIOUR

“Directors should set high standards of ethical

behaviour, model this behaviour and hold

management accountable for these standards

being followed throughout the organisation.”

CODE OF CONDUCT

As part of the Board’s commitment to the highest standards of

behaviour and accountability, the Company has adopted a Code of

Conduct to guide Directors, senior management and employees in

carrying out their duties and responsibilities.

Scott’s Code of Conduct is the framework of standards by which

the Directors, senior management and employees are expected to

conduct their professional lives. It is intended to support decision-

making that is consistent with Scott's values, business goals and

legal and policy obligations, rather than to prescribe an exhaustive

list of acceptable and non-acceptable behaviour.

The Board approves the Code of Conduct, which covers matters

such as:

• Interacting with customers, employees and suppliers.

• Accepting gifts or other benefits.

• Dealing with conflicts of interest.

• Protecting Company assets.

• Protecting Company intellectual property.

• Complying with laws and policies.

• Maintaining confidentiality.

• Reporting breaches.

New employees receive a copy of the Code of Conduct, which

is accessible to all staff on the Scott intranet and the Company

website.

PRINCIPLE 2 – BOARD

COMPOSITION AND

PERFORMANCE

“To ensure an effective Board, there should be

a balance of independence, skills, knowledge,

experience and perspectives.”

THE BOARD OF DIRECTORS

The Directors are responsible for the corporate governance

practices of the Company. The practices adopted by the Board

are prescribed in a Charter that sets out the protocols for how

the Board operates.

The Charter complies with the relevant recommendations in the

NZX Corporate Governance Code and is reviewed annually.

The Board’s primary role is to effectively represent and promote

the interests of shareholders with a view to adding long-term

value to the Company’s shares.

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 14PAGE 15

The Board carries out its responsibilities according to the
following mandate:

• The Board should consist of a majority of Non-Executive

Directors.

• At least a third of the Directors should be independent

of management and free from any business or other

relationship or circumstance that could materially interfere

with the exercise of a Director’s independent judgement.

• The Board’s Chair should be a Non-Executive Director (and

not the Chief Executive).

• Directors should possess a broad range of skills, qualifications

and experience and remain up to date on how best to perform

their duties as Directors.

• Management must provide information of sufficient content,

quality and timeliness as the Board considers necessary to

allow the Board to effectively discharge its duties.

• The effectiveness and performance of the Board and its

individual members should be re-evaluated annually.

The Board currently compromises two Non-Executive

Independent Directors (Stuart McLauchlan (Chair) and John

Thorman), three Directors representing JBS Australia Pty Limited

(Andre Nogueira, Brent Eastwood and Edison Alvares) who are

not Independent Directors, and one Executive Director (Chris

Hopkins) who is not an Independent Director. John Berry is an

Alternate Director for Andre Nogueira, Brent Eastwood and

Edison Alvares and is not an Independent Director.

More information on the Directors, including their interests,

qualifications and shareholdings, is provided in the Directors’ Interests

section the Annual Report and is on the Company’s website.

Day-to-day management of Scott is delegated to the CEO and the

senior management team.

THE BOARD’S RESPONSIBILITIES

The primary responsibilities of the Board are to:

• Ensure the Company’s goals are clearly established and that

strategies are in place for achieving them.

• Establish policies for strengthening the performance of the

Company and ensure that management is proactively seeking

to build the business.

• Monitor the performance of management.

• Appoint the CEO and set the terms of the CEO’s

employment agreement.

• Decide on what steps are needed to protect the Company’s

financial position and its ability to meet its debts and other

obligations when they fall due, and ensure that such steps are

taken.

• Ensure the Company’s financial statements are true and fair

and conform with the law.

• Ensure the Company adheres to high standards of ethics and

corporate behaviour.

• Ensure the Company has appropriate risk management /

regulatory compliance policies in place.

On appointment to the Board by the shareholders, new Directors

sign a written agreement that covers the terms of their appointment.

Every year, the Board, including sub-committees, critically evaluate

their own performance, and their own processes and procedures,

including sub committees. Through this process, the Board identifies

any training opportunities for the individual Directors to ensure they

have relevant and up-to-date skills for performing their role.

In line with NZX Main Board Listing Rules, one third of the

Directors must retire by rotation each year. Scott additionally

requires all Executive Directors (including the Managing Director)

to be included in the rotation process. These Directors may offer

themselves for re-election.

The Governance, Remuneration and Nominations Committee

undertakes the process for nominating and appointing Directors

on behalf of the Board and makes appropriate recommendations to

the Board. The Committee’s terms of reference include the process

for nominating and appointing Directors.

INDEPENDENT PROFESSIONAL ADVICE

With the prior approval of the Chair, each Director has the right

to seek independent legal and other professional advice at the

Company’s expense about any aspect of the Company’s operations

or undertakings to assist in fulfilling their duties and responsibilities

as Directors.

DIVERSITY

The Board and management ensure that all eligible people get an

equal opportunity to demonstrate that they have the right skills and

experience for a role and this is the basis of our Diversity Policy.

Scott embraces the uniqueness in all of our people and welcomes

diversity. We encourage all of our employees to listen to each

other and to our customers and suppliers and to work to meet the

needs of individual people.

Our approach to diversity is to continually develop a work

environment that supports equality and inclusion, regardless of

difference.

The Board sets measurable objectives for assessing performance

against Scott's diversity policy and will assess progress annually.

The Board will also ensure Scott’s objectives are appropriate for

promoting diversity and inclusion.

Through this policy, we have achieved the following gender diversity:

• Of the six members of the senior executive team, three are

female and three are male (2017: two female and eight male).

The senior executive team includes the CEO and his direct

reports. *

• Of the 778 Scott employees, 94 are female and 684 are male.

* In July 2018, the senior management team was restructured, following

the Alvey and Transbotics acquisitions, resulting in the creation of the

senior executive team. At 30 June 2018, the senior management team

consisted of 18 members; four females and fourteen males.

STATEMENT OF CORPORATE GOVERNANCE (cont.)

PRINCIPLE 3 – BOARD

COMMITTEES

“The Board should use Committees where this will

enhance its effectiveness in key areas, while still

retaining Board responsibility.”

of these activities on staff, contractors and visitors to Scott. The

Health & Safety Committee consists of the full Board with Stuart

McLauchlan as its Chair.

The Committee recognises the critical role health and safety forms

as part of its day-to-day operations and wants to ensure a safety-

first culture across all business operations.

The Committee’s responsibilities include:

• Considering and approving health and safety strategies,

policies and procedures.

• Setting health and safety indicators in consultation with

management.

• Ensuring the Board and Directors are properly and

regularly informed on matters relating to health and safety

governance, performance and compliance.

• Conducting regular assessments and audits of the risk profile

and control processes.

GOVERNANCE, REMUNERATION AND NOMINATIONS

COMMITTEE

The Governance, Remuneration and Nominations Committee

assists the Board in establishing remuneration policies

and practices for the Company in discharging the Board’s

responsibilities for remunerations. The Committee also undertakes

the process for nominating and appointing Directors on behalf of

the Board, and makes appropriate recommendations to the Board.

The Committee’s terms of reference include the process for

nominating and appointing Directors.

As at 31 August 2018 the Committee consists of Stuart

McLauchlan (Chair) and John Thorman, the Independent

Directors. Committee members must be Non-Executive

Directors.

Due to a conflict of interest in being the majority shareholder, JBS

Australia Pty Ltd and their Board representatives abstain from

voting on the appointment of Independent Directors.

Management attends Committee meetings only at the invitation of

the Committee.

The Committee’s objectives are to:

• Assist the Board in establishing remuneration policies and

practices for the Company.

• Assist in discharging the Board’s responsibilities for

reviewing the CEO and the Directors’ remuneration.

• Advise and assist the CEO in setting remuneration for the

senior management team.

• Regularly review and recommend changes to the

composition of the Board and identify and recommend

individuals for nomination as members of the Board and its

Committees.

The Directors’ and senior management’s remuneration are set out

in the Directors’ Interests section of the Annual Report, and in

note F3 of the Financial Statements.

TREASURY COMMITTEE

The Treasury Committee overviews the Company’s treasury

practices, including foreign exchange cover, short term cash

investments and borrowings. The Treasury Committee comprises

Stuart McLauchlan (Chair), Chris Hopkins and Edison Alvares.

BOARD COMMITTEES

The Board has four standing committees: Audit and Financial

Risk; Health and Safety; Governance, Remuneration and

Nominations; and Treasury; A separate Independent Directors’

Committee meets as needed.

Each Committee operates under specific terms of reference

approved by the Board. Any recommendations they make are

recommendations to the Board.

The terms of reference for each Committee are reviewed annually.

AUDIT AND FINANCIAL RISK COMMITTEE

The objective of the Audit and Financial Risk Committee (AFRC)

is to assist the Board in discharging its responsibilities for financial

reporting and risk and financial/secretarial compliance.

The Committee makes recommendations to the Board on

appointing external auditors to ensure that they are independent

and to ensure that the Company provides for 5-yearly rotation of

the lead audit partner.

The Committee provides a forum for the effective communication

between the Board and external auditors. The Committee’s

responsibilities include:

• Reviewing the appointment of the external auditor, the

annual audit plan and addressing any recommendations from

the audit.

• Reviewing any financial information and dividend proposals

to be issued to the public.

• Ensuring that appropriate financial systems and internal

controls are in place.

The AFRC must consist of at least three Directors who must

wherever possible be Independent Non-Executive Directors.

The Board Chair must also not be the Chair of the AFRC. The

Chair of the AFRC must be an Independent Director. The current

members are John Thorman (Chair), Stuart McLauchlan and Brent

Eastwood. Stuart McLauchlan is a Fellow and John Thorman a

Member of Chartered Accountants Australia New Zealand.

The Committee generally invites the CEO, Chief Financial

Officer and the external auditors to attend AFRC meetings as

appropriate. The Committee also meets and receives regular

reports from the external auditors without management present,

concerning any matters which arise in connection with the

performance of their role.

HEALTH AND SAFETY COMMITTEE

The Health and Safety Committee assists the Board in

discharging its responsibilities in overseeing and reviewing health

and safety matters arising out of Scott’s activities and the impact

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 16PAGE 17

INDEPENDENT DIRECTORS’ COMMITTEE
The Independent Directors’ Committee is convened as needed and

consists of Independent Non-Executive Directors who address

significant conflicts of interest and any other matters referred by

the Board.

Scott has protocols that set out the procedures to be followed

if there is a takeover offer. These procedures are set out in the

Takeover Response Protocols that have been adopted by the Board.

PRINCIPLE 5 – REMUNERATION

“The remuneration of Directors and executives

should be transparent, fair and reasonable.”

STATEMENT OF CORPORATE GOVERNANCE (cont.)

PRINCIPLE 6 – RISK

MANAGEMENT

“Directors should have a sound understanding of the

material risks faced by the issuer and how to manage

them. The Board should regularly verify that the

issuer has appropriate processes that identify and

manage potential and material risks.”

PRINCIPLE 8 – SHAREHOLDER

RIGHTS AND RELATIONS

“The Board should respect the rights of shareholders

and foster constructive relationships with

shareholders that encourage them to engage with

the issuer.”

PRINCIPLE 4 – REPORTING

AND DISCLOSURE

“The Board should demand integrity in financial and

non-financial reporting, and in the timeliness and

balance of corporate disclosures.”

REPORTING AND DISCLOSURE

The Board focusses on providing accurate, adequate and timely

information both to existing shareholders and to the market

generally. This enables all investors to make informed decisions

about the Company.

Scott, as a company listed on the NZX Main Board, has an

obligation to comply with the disclosure requirements under

the NZX Main Board Listing Rules. Scott recognises that these

requirements aim to provide equal access for all investors or

potential investors to material price-sensitive information

concerning issuers or their financial products. This, in turn,

promotes confidence in the market.

Scott’s Continuous Disclosure Policy outlines the obligations of

Scott and relevant Scott personnel in satisfying the disclosure

requirements. It also covers other related matters including

external communications by Scott.

Scott publishes its key governance and other relevant documents

in the investor centre of the Company’s website at

scottautomation.com/investor-centre/governance.

All significant announcements made to the NZX and reports issued

are also posted on the Company’s website.

The Governance, Remuneration and Nominations Committee

makes recommendations to the Board on remuneration matters in

keeping with the Committee’s terms of reference.

The Committee is also responsible for approving the

remuneration of the CEO.

The total Director remuneration pool is approved by shareholders

at the annual meeting as required under the NZX Main Board

Listing Rules. The Board is responsible for the setting of individual

Directors’ fees in accordance with the permitted pool.

Details of the Directors’ remuneration for the year are in the

Directors’ Interests section of the Annual Report.

Scott has in place a remuneration policy that outlines the key

principles that influence Scott’s remuneration practices.

The remuneration of the CEO and the senior management team

is determined by the significance of their role and industry

benchmarking. The total remuneration is made up of fixed

remuneration and short-term cash-based incentives, plus long

term incentives. The CEO and some members of the senior

management team are members of the senior management

phantom share scheme (see note C9 of the financial statements).

The short-term incentives are at-risk payments that reward

performance. They are designed to motivate and incentivise

senior staff in the delivery of performance over a 2-year

operating cycle. The amount payable is set annually. The

payment of the short-term incentive depends on achieving

certain results and outcomes. Performance over the financial

year is measured against ‘stretch’ performance targets. The

performance metrics differ with each role.

Every year, the Committee reviews the levels and

appropriateness of these incentives and weighting.

The senior management phantom share scheme is a long-term

incentive linked to the Company’s share price which aligns the

long-term interests of both senior management and shareholders,

as well as acting as a retention incentive to senior management.

EMPLOYEES’ REMUNERATION

The Annual Report details the CEO's remuneration and Scott

employees who have earned over $100,000 during the year. The

remuneration includes salary, benefits, incentives, both short and

long term, and employer’s contribution to superannuation.

INFORMATION FOR SHAREHOLDERS

The Company seeks to ensure that investors understand its

activities by communicating effectively with them and providing

access to clear and balanced information.

The Company website www.scottautomation.com provides an

overview of the business and information about Scott. This

information includes details of operational sites, latest news,

investor information, key corporate governance information

and copies of significant NZX announcements. The website

also provides profiles of the Directors and the senior

management team.

Copies of previous annual reports, financial statements and

results presentations are available on the website.

Shareholders have the right to vote on major decisions of

the Company in accordance with requirements set out in the

Companies Act 1993 and the NZX Main Board Listing Rules.

COMMUNICATING WITH SHAREHOLDERS

Scott’s CEO and Chief Financial Officer develop strong

relationships with the investor community and ensure our

shareholders are kept informed.

The Company sends the notices of the Annual Meeting to

shareholders and publishes it on the Company website at least

20 business days before the meeting each year.

The Board is responsible for overseeing the Company’s system of

internal controls to manage key risks and have overall responsibility

for managing risk.

The Company maintains a group risk register to identify and

manage risk. Specific health and safety risk registers for each site

are separately maintained given the significance of this area to the

business. The senior executive team is responsible for maintaining

the risk registers.

Through the AFRC, the Board considers the recommendations

and advice of external auditors, and ensures that those

recommendations are investigated and, where considered

necessary, appropriate action is taken.

The Board recognises the critical role of Cyber Security and the

importance of having appropriate systems and processes in place

to protect the Company’s data, including financial, employee,

engineering, supplier and customer data.

PRINCIPLE 7 – AUDITORS

“The Board should ensure the quality and

independence of the external audit process:”

The Audit and Financial Risk Committee makes recommendations

to the Board on the appointment of the external auditor as set

out in the terms of reference. The Committee also monitors

the independence and effectiveness of the external auditor and

reviews and approves any non-audit services performed by the

external auditor.

The Committee regularly meets with the external auditor to

approve the terms of engagement, audit partner rotation

(at least every 5 years), the and audit fee, and to review

and provide feedback on the annual audit plan. Every year,

a comprehensive review and formal assessment of the

independence and effectiveness of the external auditor

is undertaken. The assessment uses an external auditors’

assessment tool, which is internationally recognised and

endorsed by the Independent Directors Council. The

Committee routinely has time with Scott’s external auditor,

Deloitte, without management present. Deloitte attends the

Company’s Annual Meeting.

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 18PAGE 19

FOR THE YEAR ENDED 31 AUGUST 2018
DIRECTORS’ SHAREHOLDING AS AT 31 AUGUST 2018

During the year ended 31 August 2018, the total remuneration and other benefits attributed to the Directors of the Company

were as follows:

Beneficially OwnedHeld by

Associated Persons

Non-Beneficially

Held *** (Jointly)

201820172018201720182017

C C Hopkins****55,96454, 5265,612,2975 , 6 0 9, 4101 7, 7 7 91 7, 7 7 9

S J McLauchlan384,994375,096--1 7, 7 7 91 7, 7 7 9

J M Thorman------

M B Waller*n/a90,562----

C J Staynes**n/a228,375----

A Nogueira----38,476,59237,415,058

H B Eastwood----38,476,59237,415,058

E Alvares----38,476,59237,415,058

J K Berry (alternate)---38,476,59237,415,058

Total

440,958748,5595,612,2975,609,410

* 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)83628 November 20173

C C Hopkins (beneficially)60224 April 20182

C C Hopkins (associated person)1,67828 November 20176

C C Hopkins (associated person)1,20924 April 20184

S J McLauchlan (beneficially)5 , 75128 November 201721

S J McLauchlan (beneficially)4,14724 April 201814

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.

DISCLOSURES OF INTEREST BY DIRECTORS

The following are general disclosures of interest given by

Directors of the company under section 140 of the Companies

Ac t 1993:

S J McLauchlan

Analogue Digital Instruments GroupChairman

BPAC Clinical Solutions Management LtdChairman

Compass Agribusiness Management LtdChairman

Dunedin International Airport LtdChairman

Otago Community HospiceChairman

UDC Finance LimitedChairman

University of Otago Foundation Studies LtdChairman

Woodworks Southern LtdChairman

GS McLauchlan & Co LtdPartner/Director

Argosy Property LtdDirector

Cargill Hotel 2002 LtdDirector

Dunedin Casinos LtdDirector

Extra Eight LtdDirector

Ngai Tahu Tourism LtdDirector

Openwave Systems (New Zealand) LtdDirector

QMT Machinery Technology Qingdao Co LtdDirector

Scenic Circle Group & SubsidiariesDirector

Scott Technology NZ LtdDirector

Otago Southland Employers AssociationBoard Member

NZ On AirBoard Member

Scott Technology Employee Share

Purchase Scheme

Trustee

H B Eastwood

JBS Australia Pty Ltd and Associated

Companies

Chief Executive

& Director

Afoofa Development Pty LtdDirector

Andrews Meat Industries Pty LtdDirector

Enunga Enterprises Pty LtdDirector

JBS Holdings Hong Kong Co LtdDirector

Premier Beehive NZDirector

Primo Moraitis Fresh Pty LtdDirector

SPM Fresh 2013 Pty LtdDirector

SPM Fresh Holdings Pty LtdDirector

Business Council of AustraliaMember

A Nogueira

JBS USAChief Executive

Cattle Production Systems IncDirector

Gold’N Plump Farms, LLCDirector

Gold’N Plump Poultry, LLCDirector

JBS Canada Partners, IncDirector

JBS Carriers, IncDirector

JBS Foods Canada, ULCDirector

JBS Finco, IncDirector

JBS Green Bay, IncDirector

JBS Live Pork, LLCDirector

JBS Packerland, IncDirector

JBS Plainwell, IncDirector

JBS Souderton, IncDirector

JBS Tolleson, IncDirector

JBS USA Finance, IncDirector

JBS USA Food CompanyDirector

JBS USA Food Company HoldingsDirector

JBS USA Leather, IncDirector

JFC LLCDirector

Miller Bros Co, IncDirector

Mopac of Virginia, IncDirector

Pilgrim’s Pride CorporationDirector

Pilgrim’s Pride, LLCDirector

Poppsa 3, LLCDirector

Poppsa 4, LLCDirector

S&C Resale CompanyDirector

Sampco, LLCDirector

Sampco Holdings, LLCDirector

Skippack Creek CorporationDirector

Swift & Company International Sales

Corporation

Director

Swift Beef CompanyDirector

Swift Brands CompanyDirector

Swift Pork CompanyDirector

JBS Food Canada ULCDirector

TO-RICOS Distribution LtdDirector

TO-RICOS LtdDirector

North American Meat InstituteDirector

Rabobank’s North American Agribusiness

Advisory Board

Member

DIRECTORS’ INTERESTS


ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 20PAGE 21

E Alvares
JBS Australia Pty Ltd & Associated

Companies

Director

Andrews Meat Industries Pty LtdDirector

JBS (Bejing) Co LtdDirector

JBS Holdings Hong Kong Co LtdDirector

Premier Beehive NZDirector

C C Hopkins

Dunedin Engineering IncChairman

Robotic Technologies LtdChairman

NS Innovations Pty LtdDirector

Alvey Manex a.s Director

Alvey NVDirector

Alvey Samovie sasuDirector

Alvey Systems & Services LtdDirector

Applied Sorting Technologies Pty LtdDirector

City Forests LtdDirector

FLS Group bvbaDirector

FLS Systems NVDirector

Oakwood Group LtdDirector

QMT General Partner LtdDirector

QMT Machinery Technology Qingdao Co LtdDirector

Rocklabs LtdDirector

Rocklabs Automation Canada LtdDirector

Scott Automation LtdDirector

Scott Automation & Robotics Pty LtdDirector

Scott LED LtdDirector

Scott Separation Technology LtdDirector

Scott Systems International IncDirector

Scott Systems (Qingdao) Co LtdDirector

Scott Technology Americas LtdDirector

Scott Technology Australia Pty LtdDirector

Scott Technology Belgium bvbaDirector

Scott Technology Euro LtdDirector

Scott Technology Europe LtdDirector

Scott Technology NZ LtdDirector

Scott Technology USA LtdDirector

Scott Technology Employee Share

Purchase Scheme

Trustee

Penfold Transmission LtdShareholder

J M Thorman

Attenti New Zealand LtdDirector

AVC Title Queenstown LtdDirector

Envision Energy (New Zealand) LtdDirector

EWNZ LtdDirector

Halo Business Intelligence LtdDirector

Haumi Company LtdDirector

Haumi Development Auckland LtdDirector

Hikvision New Zealand LtdDirector

Hoffend International General Partner LtdDirector

International Paper (New Zealand) LtdDirector

Kiri General Partner LtdDirector

LPI Marketing LtdDirector

Oceanbeach Capital LtdDirector

Openbet New Zealand LtdDirector

Ora New Zealand LtdDirector

Orbcomm New Zealand LtdDirector

TBM Finance LtdDirector

Thorman Holdings LtdDirector

TMF Corporate Services New Zealand LtdDirector

TMF Fiduciaries New Zealand LtdDirector

TMF General Partner LtdDirector

TMF Trustees New Zealand LtdDirector

Travel Helpline LtdDirector

Vega Industries LtdDirector

J K Berry (alternate for A Nogueira, H B Eastwood

& E Alvares)

Australian Meat Processor CorporationChairman

JBS Australia Pty Ltd & Associated

Companies

Director

Andrews Meat Industries Pty LtdDirector

Premier Beehive NZDirector

DIRECTORS’ INTERESTS (cont.)

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*-377230268

S J McLauchlan125---

J M Thorman23---

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 2017

MaleFemaleMaleFemale

Directors (excluding alternate)6-7-

Executive Officers3382

Senior Management11193

Total

204245

DONATIONS

The Company made donations of $5,000 during the year (2017: Less than $1,000).

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 22PAGE 23

Statement of Comprehensive Income26
Statement of Changes in Equity27

Balance Sheet28

Statement of Cash Flows29

Notes to the Financial Statements30

Summary of Accounting Policies30

A. Financial Performance32

A1. Income & Operating Expenses32

A2. Income Taxes34

A3. Segment Information36

B. Assets39

B1. Trade Debtors39

B2. Inventories40

B3. Contract Work In Progress40

B4. Property, Plant & Equipment41

B5. Goodwill42

B6. Intangible Assets44

B7. Research & Development Costs46

B8. Commitments for Expenditure46

C. Capital & Funding47

C1. Share Capital47

C2. Earnings & Net Tangible Assets Per Share47

C3. Borrowings48

C4. Trade Creditors & Accruals49

C5. Leases50

C6. Derivatives51

C7. Employee Benefits52

C8. Provision for Warranty53

C9. Share Based Payment Arrangements53

D. Risk Management54

D1. Financial Instruments54

E. Group Structure & Subsidiaries61

E1. Acquisition of Business61

E2. Subsidiaries63

E3. Investments Accounted for Using the Equity Method 65

E4. Related Party Transactions67

F. Other Disclosures68

F1. Notes to the Cash Flow Statement68

F2. Contingent Liabilities69

F3. Key Management Personnel Compensation69

F4. Subsequent Events69

Additional Stock Exchange Information70

Auditor's Report71

DIRECTORS’ RESPONSIBILITY

STATEMENT

The Directors are responsible for the preparation, in accordance

with New Zealand law and generally accepted accounting

practice, of financial statements which present fairly, in all

material respects, the consolidated financial position of Scott

Technology Limited and its subsidiaries (“the Group”) as at 31

August 2018 and the results of their operations and cash flows

for the year ended 31 August 2018.

The Directors consider that the financial statements of the Group

have been prepared using accounting policies appropriate to the

Group circumstances, consistently applied and supported by

reasonable and prudent judgments and estimates, and that all

applicable New Zealand equivalents to International Financial

Reporting Standards have been followed.

The Directors have responsibility for ensuring that proper

accounting records have been kept which enable them to ensure

that the financial statements comply with the Companies Act

1993 and the Financial Markets Conduct Act 2013.

The Directors have responsibility for the maintenance of a system

of internal control designed to provide reasonable assurance as to

the integrity and reliability of financial reporting. The Directors

consider that adequate steps have been taken to safeguard the

assets of the Group and to prevent and detect fraud and other

irregularities.

The Directors present the financial statements of Scott

Technology Limited for the year ended 31 August 2018.

These financial statements are dated 25 October 2018 and are

signed in accordance with a resolution of the Directors made

pursuant to section 461(1)(b) of the Financial Markets Conduct

Act 2013.

For and behalf of the Directors

C C Hopkins

Managing Director

S J McLauchlan

Chairman

INDEX TO THE FINANCIAL STATEMENTS

PAGE 25

FINANCIAL REPORT

Key

Accounting Policy

Key judgements and

other judgements made

PAGE 25

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 24

STATEMENT OF COMPREHENSIVE INCOME
STATEMENT OF CHANGES IN EQUITY

Note

2018

$’000s

2017

$’000s

RevenueA1181,779132,631

Other operating incomeA12,064999

Share of joint ventures’ net surplusE3510220

Raw materials, consumables used & operating expenses(10 9, 3 81)( 7 7, 3 4 0 )

Employee benefits expense(55,171)(4 0,143)

OPERATING EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND

AMORTISATION (OPERATING EBITDA)

19, 8 0116,367

Fair value gain on purchase of businessE1-936

Due diligence & acquisition costsA1(496)-

EARNINGS BEFORE INTEREST, TAX, DEPRECIATION

AND AMORTISATION (EBITDA)

19, 3 0 51 7, 3 0 3

Interest received369664

Depreciation & amortisationB4, B6(4, 225)(2,987)

Finance costs(403)(67)

NET SURPLUS BEFORE TAXATIONA115,04614,913

Taxation expenseA2(4 , 274)(4,648)

NET SURPLUS FOR THE YEAR AFTER TAX10,77210,265

Other Comprehensive Income/(Deficit)

Items that may be reclassified to profit or loss:

Cash flow hedges(370)-

Translation of foreign operations(1 ,4 49)(607)

Total comprehensive income for the year net of tax8,9539, 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 ,76 89, 89 0

Non controlling interests4375

10,77210,265

Total comprehensive income is attributable to:

Members of the parent entity8,9499, 28 3

Non controlling interests4375

8,9539, 658

2018

Cents Per

Share

2017

Cents

Per Share

Earnings per share (weighted average shares on issue):

BasicC214.313.2

DilutedC214.313.2

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

BasicC247.073.5

DilutedC247.073.5

Note

Fully Paid

Ordinary

Shares

$’000s

Retained

Earnings

$’000s

Foreign

Currency

Translation

Reserve

$’000s

Non

Controlling

Assets

$’000s

Cash Flow

Hedge

Reserve

$’000s

Total

$’000s

Balance at 31 August 201671,31224, 279(1,660)669-94,600

Net surplus for the year after tax-9, 89 0-375-10,265

Other comprehensive income/(deficit)

for the year net of tax

--(607)--(607)

Dividends paid (9.50 cents per share)-( 7, 0 9 5 )---( 7, 0 9 5 )

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

Balance at 31 August 201771,31228,064(2, 267)47-9 7,1 5 6

Net surplus for the year after tax- 10 ,76 8-4-10,772

Other comprehensive income/(deficit)

for the year net of tax

--(1 ,4 49)-(370)(1 , 819)

Dividends paid (10.0 cents per share)-( 7, 4 9 7 )---( 7, 4 9 7 )

Issue of shares under dividend reinvestment planC14,335----4,335

Balance at 31 August 201875,64731,335(3,716)51(370)102,947

FOR THE YEAR ENDED 31 AUGUST 2018FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 26PAGE 27

Note
2018

$’000s

2017

$’000s

CURRENT ASSETS

Cash and cash equivalents12,47326,670

Trade debtorsB13 7, 0 6 41 7, 8 3 3

Other financial assetsC61,22914 4

Sundry debtors3, 523947

InventoriesB222,82516,272

Contract work in progressB33,0774,108

Receivable from joint venturesE42,3151,909

Plant and equipment held for sale345345

8 2 , 8 5168,228

NON CURRENT ASSETS

Property, plant and equipmentB416,84514, 249

Capital work in progress254319

Investment in joint venturesE39281,118

Other financial assetsC6350-

GoodwillB553,78029,9 87

Deferred tax assetA2-969

Intangible assetsB615,10311,311

8 7, 2 6 05 7,9 5 3

TOTAL ASSETS170,111126,181

CURRENT LIABILITIES

Trade creditors and accrualsC430,32216,590

Finance lease liabilitiesC518730

Other financial liabilitiesC62,0131

Employee entitlementsC 7, C 911, 2864,272

Provision for warrantyC81,8571,300

Taxation payable2,7383,691

Payable to joint venturesE4673547

Current portion of term loansC33,321-

Deferred settlement on purchase of business6, 275-

58,67226,431

NON CURRENT LIABILITIES

Other financial liabilitiesC6964-

Employee entitlementsC 7, C 91,6432,568

Finance lease liabilitiesC515926

Deferred tax liabilityA21,638-

Term loansC34,088-

8,4922 , 594

EQUITY

Share capitalC175,64771,312

Retained earnings31,33528,064

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

Cash flow hedge reserve(370)-

Equity attributable to equity holders of the parent102,8969 7,1 0 9

Non controlling interests5147

TOTAL EQUITY102,9479 7,1 5 6

TOTAL LIABILITIES & EQUITY 170,111126,181

Note

2018

$’000s

2017

$’000s

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from/(applied to):

Receipts from operations178,338126,908

Interest received369664

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 activitiesF161 513,407

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)(1 2 ,976)

Sale of property, plant and equipment21337

Net advances from/(to) joint ventures420(293)

Purchase of businessE1(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, 0 9 5 )

Proceeds from borrowings5,079-

Net cash inflow/(outflow) from financing activities1,660( 7,1 2 6 )

Net decrease in cash held(14 ,197 )( 7, 5 74 )

Add cash and cash equivalents at start of period26,67034, 24 4

Balance at end of period12,47326,670

Comprised of:

Cash and bank balances12,47326,670

BALANCE SHEET

AS AT 31 AUGUST 2018

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 28PAGE 29

SUMMARY OF ACCOUNTING
POLICIES

NOTES TO AND FORMING PART OF THE

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

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)

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

A u g us t 2 019.

• 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).

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 30PAGE 31

2018
$’000s

2017

$’000s

(a) Revenue

Revenue from long term projects104,75681, 282

Sale of goods55,4 4640,200

Other revenue (including service and short term projects)21,57711,149

181,779132,631

(b) Other operating income

Rental income203-

Government grants related to research and development1 , 8 61926

Gain on sale of property, plant and equipment-73

2,064999

(c) Non recurring income

Fair value gain on purchase of business-936

2018

$’000s

2017

$’000s

(d) Operating expenses


The surplus is stated after charging:

Auditor’s remuneration- audit of financial statements2101 51

- other assurance services59

- taxation services5519

- due diligence services271-

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’ fees208193

Superannuation scheme contributions4,14 82, 275

Fair value losses on firm commitments-1

Leasing and rental costs3,0271,391

Unrealised fair value losses on foreign exchange derivatives271-

Loss on disposal of property, plant and equipment21-

Fair value losses on derivatives held as fair value hedges1,579-

Unrealised fair value losses on interest rate swap contracts43-

and after crediting:

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

Foreign exchange gains1,627269

Unrealised fair value gains on foreign exchange derivatives-143

Fair value gains on firm commitments1,579-

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

A1. INCOME & OPERATING EXPENSES

(cont.)

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.

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 32PAGE 33


2018

$’000s

2017

$’000s

Net surplus before tax 15,04614,913

Income tax expense calculated at 28% (2017: 28%)4,2134,175

Non-deductible expenses426439

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

Under provision of income tax in previous year19834

Taxation expense4,2744,648

Represented by:

Current tax2,7334,4 47

Deferred tax1 , 5 41201

4,2744,648

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 debtors154262-22438

Other financial assets160(14)143194483

Employee entitlements1,373(201)-111,183

Provisions799(284)-181696

Ta x l o s s e s539(532)--7

3,025( 769)1434082,807

Gross deferred tax liabilities:

Inventories(206)836--630

Property, plant and equipment2,173(221)--1,952

Intangible assets89157-1 , 6171,863

2,056772-1 , 6174,445

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

A2. INCOME TAXES (cont.)

2018

$’000s

2017

$’000s

Imputation credits available to shareholders1,9062,567

2017

Opening

Balance

$’000s

Charged to

Income

$’000s

Acquisition of

Subsidiary/

Business

$’000s

Closing

Balance

$’000s

Gross deferred tax assets:

Trade debtors12925-154

Inventories336(13 0)-206

Other financial assets(65)225-160

Employee entitlements1,073300-1,373

Provisions370429-799

Ta x l o s s e s905(371)5539

2,74847853,231

Gross deferred tax liabilities:

Property, plant and equipment1,1456793492,173

Intangible assets--8989

1,1456794382,262

1,603(201)(433)969


IMPUTATION CREDIT ACCOUNT BALANCES

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

A2. INCOME TAXES

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:

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.

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.

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 34PAGE 35


2017

Australasia

Manufacturing

$’000s

Americas

Manufacturing

$’000s

Asia & Europe

Manufacturing

$’000s

Unallocated

$’000s

Total

$’000s

Revenue99,84617,05515,730-132,631

Segment profit19, 3 0 92,068(509)-20,868

Fair value gain on purchase of business (refer Note A1)---936936

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

Share of net surplus of joint ventures175441-220

Interest revenue1-26 61664

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

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

Net surplus before taxation1 7, 2 141,957(703)(3,555)14,913

Taxation expense(5,031)(670)191,034(4,648)

Net surplus after taxation12,1831,287(684)(2,521)10,265


2018

$’000s

2017

$’000s

Appliances41,06926,308

Materials handling and logistics26,708-

Meat processing45,03239,581

Mining33,31326,461

Other industrial automation, including robotics35,65740,281

181,779132,631

A3. SEGMENT INFORMATION (cont.)

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.


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:


NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018


2018

Australasia

Manufacturing

$’000s

Americas

Manufacturing

$’000s

Asia & Europe

Manufacturing

$’000s

Unallocated

$’000s

Total

$’000s

Revenue100,49229,14152,146-181,779

Segment profit19, 0 293 ,4591 ,745-24, 233

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

Depreciation and amortisation(2,633)(16 4)(941)(487)(4, 225)

Share of net surplus of joint ventures26824 02-510

Interest revenue112-356369

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

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

Net surplus before taxation16,6643,539619(5 ,7 76)15,046

Taxation expense(4 ,765)(1 , 0 49)(178)1,718(4 , 274)

Net surplus after taxation11,8992,4904 41(4,058)10,772

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 36PAGE 37

SECTION B – ASSETS
B1. TRADE DEBTORS


2018

$’000s

2017

$’000s

New Zealand (country of domicile)11,8408,267

North America, including Mexico51,45035,614

Australia and Pacific Islands47,50549,632

South America6,2703,215

Asia10,60915,987

Russia and former states2,9834,955

Africa and Middle East4,7522,327

Other Europe46,37012,634

181,779132,631


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%).

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

A3. SEGMENT INFORMATION

(cont.)

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

$’000s

2017

$’000s

Trade debtors37,62518,574

Allowance for doubtful debts (561)(741)

37,06417,833

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.

ALLOWANCE FOR DOUBTFUL DEBTS2018

$’000s

2017

$’000s

Balance at beginning of financial year741452

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

Doubtful debts written off(53)-

Impairment loss recognised on trade debtors61289

Balance at end of financial year561741

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).

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

$’000s

2017

$’000s

Ageing of past due but not impaired:

30 – 60 days5,132981

60 – 90 days1,0481,089

90 days +3,942831

10,1222,901

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.

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:

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 38PAGE 39

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018

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

$’000s

2017

$’000s

Raw materials5,3963,158

Work in progress713416

Finished goods16,71612,698

22,82522,82516,272

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

$’000s

2017

$’000s

Costs incurred and estimated earnings on uncompleted contracts205,396110,372

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

3,0774,108

Represented by:

Sales recognised to be recovered by invoices24,49522,761

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

3,0774,108


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 20162,4296,98019,92129,330

Acquisitions through business combinations--1,6311,631

Additions-851,6591,744

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

As at 31 August 20172,4297,06521,72831,222

Acquisitions through business combinations36292,7673,399

Additions-841,7231,807

Disposals--(533)(533)

As at 31 August 20182,4327,77825,68535,895

Accumulated depreciation & impairment

As at 31 August 2016-1,75614,74316,499

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

Depreciation expense-2161,4781,694

As at 31 August 2017-1,97215,00116,973

Disposals--(490)(490)

Depreciation expense-2172,3502,567

As at 31 August 2018-2,18916,86119,050

Net book value

As at 31 August 20172,4295,0936,72714,249

As at 31 August 20182,4325,5898,82416,845

Aggregate depreciation allocated during the year:

2018

$’000s

2017

$’000s

Freehold buildings217216

Plant, equipment and vehicles2,3501,478

2,5671,694

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 40PAGE 41

B5. GOODWILL
B5. GOODWILL (cont.)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

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.

Gross carrying amount:

2018

$’000s

2017

$’000s

Balance at beginning of financial year29,98729,911

Additional amounts recognised from business combinations occurring during the period (refer Note E1)23,79376

Balance at end of financial year53,78029,987

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

$’000s

2017

$’000s

Australasia manufacturing24,05124,051

Americas manufacturing12,5225,422

Asia and Europe Manufacturing17,207514

53,78029,987

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.

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 42PAGE 43


Conveyor

& Palletiser

Technology

at Cost


$’000s

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--1,49269271-1,832

Acquisitions through business combinations-----338338

Additions-10,568----10,568

As at 31 August 2017-10,5681,4926927133812,738

Acquisitions through business combinations4,758-----4,758

Additions681---11-692

As at 31 August 20185,43910,5681,4926928233818,188

Accumulated amortisation and impairment

As at 31 August 2016---20114-134

Amortisation expense-1 , 261-12561,293

As at 31 August 2017-1,261-2113961,427

Amortisation expense2011,366-659261,658

As at 31 August 20182012,627-27198323,085

Net book value

As at 31 August 2017-9, 3 071,4924813233211,311

As at 31 August 20185,2387,9411,492428430615,103

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.

B6. INTANGIBLE ASSETS (cont.)

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.

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.

B6. INTANGIBLE ASSETS

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 44PAGE 45

SECTION C – CAPITAL & FUNDING
C1. SHARE CAPITAL

C2. EARNINGS & NET TANGIBLE ASSETS PER SHARE

Earnings per share from continuing operations:

2018

Cents Per

Share

2017

Cents Per

Share

Basic14.313.2

Diluted14.313.2

Net tangible assets per ordinary share:

Basic 47.073.5

Diluted47.073.5


2018

$’000s

2017

$’000s

Net surplus for the year used in the calculation of basic and diluted earnings per share from continuing

operations

10 ,76 89, 89 0

Net tangible assets (excluding goodwill, intangible assets and deferred tax)35,70254,889

2018

000s

2017

000s

Weighted average number of ordinary shares used in the calculation of basic and diluted earnings per

share from continuing operations

75,39474 , 6 81

Ordinary shares at year end used in the calculation of net tangible assets per ordinary share (Note C1)75,90374 , 6 81

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

$’000s

2017

$’000s

Commitments for future capital expenditure for purchase of property, plant and equipment4,045139

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.

Policy

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


2018

Number

2017

Number

2018

$’000s

2017

$’000s

Fully paid ordinary shares at beginning of financial year74,680,75474,680,75471,31271,312

Issue of shares under dividend reinvestment plan1,222,185-4,335-

Balance at end of financial year75,902,93974,680,75475,64771,312

All shares have equal voting rights and participate equally in any dividend distribution or any surplus on the winding up of the Group.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 46PAGE 47

C3. BORROWINGS
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

$’000s

2017

$’000s

Trade creditors18,45310,866

Accruals11,8695,724

30,32216,590

Te r m s

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

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.

LenderCurrency Limit Utilised Interest Rate

2018

$’000s

2017

$’000s

2018

$’000s

2017

$’000s

2018


%

2017


%

Working Capital Facilities

ANZ Bank New Zealand LtdNZD5,000500--5.98%10.50%

BB&T Bank (USA)USD752-582-6.00%-

5,752500582-

Loan Facilities

ANZ Bank New Zealand LtdUSD3, 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)EUR878-878-2.20%-

Working capital loan, maturing monthly.

KBC Bank (Belgium)EUR483-483-1.75%-

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

KBC Bank (Belgium)EUR241-241-0.75%-

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)

CZK682-43-4.95%-

Working capital loan, maturing monthly.

Participatiemaatschappij Vlaanderen (PMV)

(Belgium)

EUR1,713-1,713-8.00%-

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

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 LeeuwenEUR527-527-8.00%-

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 liability3,321-

Non current liability4,088-

7,409-

LenderCurrency Limit Utilised

2018

$’000s

2017

$’000s

2018

$’000s

2017

$’000s

Financial Guarantee & Trade Performance Bonds

ANZ Bank New Zealand LtdVaries20,40010,7007,9 3 87, 6 3 4

KBC Bank (Belgium)EUR8,775-4, 569 -

Bank of ChinaCNY-152-152

(Refer note F2, Contingent Liabilities)29,17510,85212,5077,786

Credit Card Facilities

ANZ Bank New Zealand LtdNZD75075010161

Australia and New Zealand Banking Group LtdAUD328220173178

PNC Bank (USA)USD3011399759

KBL Bank (Belgium) EUR28-1-

1,4071,109372298

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.

C3. BORROWINGS (cont.)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 48PAGE 49

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 has an option to purchase the leased property used for the RobotWorx business and for Alvey's Belgium business.


2018

$’000s

2017

$’000s

Not later than one year3,5351,941

Later than one year and not later than two years2,3031,685

Later than two years and not later than five years3,6412,624

Later than five years2,405399

11,8846,649

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.

NON CANCELLABLE FINANCE LEASE PAYMENTS


Minimum Future

Lease Payments

Present Value of

Minimum Lease

2018

$’000s

2017

$’000s

2018

$’000s

2017

$’000s

Not later than one year1973118730

Later than one year and not later than five years1642715726

Later than five years2-2-

Minimum future lease payments3635834656

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

Present value of minimum lease payments3465634656

Classified as:

Current borrowings18730

Non-current borrowings15926

34656

C5. LEASES (cont.)

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.

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).

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 50PAGE 51

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

$’000s

2017

$’000s

ASSETS

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

1,579144

Represented by:

Current financial assets1,229144

Non current financial assets350-

1,579144

LIABILITIES

At fair value:

Foreign currency forward contracts held as effective fair value hedges1,579-

Foreign exchange derivatives271-

Foreign currency forward contacts held as cash flow hedges 513-

Interest rate swap contracts614-

Fair value hedge of open firm commitments-1

2,9771

Represented by:

Current financial liabilities2,0131

Non current financial liabilities964-

2,9771

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.

C7. EMPLOYEE BENEFITS

C6. DERIVATIVES (cont.)

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

$’000s

2017

$’000s

Balance at beginning of financial year1,3001,100

Provisions recognised on acquisition of business460-

Additional provisions recognised 874550

Reductions arising from payments(777)(350)

Balance at end of financial year1,8571,300

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.

C8. PROVISION FOR WARRANTY

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.

C9. SHARE BASED PAYMENT ARRANGEMENTS

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 52PAGE 53

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.

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.

SECTION D – RISK MANAGEMENT

D1. FINANCIAL INSTRUMENTS

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.

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

$’000s

2017

$’000s

2018

$’000s

2017

$’000s

United States Dollar20,07313,16910,7952,810

Euros16,0772,54216 ,1981 ,974

Australian Dollar5,9088,4601,4914,956

Japanese Yen67--

Great Britain Pound16813036

Chinese Yuan3,93 07972,103931

Czech Koruna544-1 ,141-

46,70624,97631,75810,707

D1. FINANCIAL INSTRUMENTS (cont.)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 54PAGE 55

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 months0.69290.72041,315791,898110(80)(1)

3 to 6 months0 . 69 510.69996,0841, 2758,7531,822(392)35

6 to 12 months0.70030.692110, 21782314, 59 01,189(725)34

1 to 2 years0.7010-5, 275-7, 52 5-(350)-

22,8912,17732 ,76 63,121(1 , 5 47 )68

Sell Euros

Less than 3 months-0 . 6 511-118-181-(16)

3 to 6 months0.57890 . 6 4 6156599791(3)(8)

5617797272(3)(24)

Sell Australian Dollars

Less than 3 months0.93430.9 0596561,4007021,545(14)1

3 to 6 months0.93330.90 485251,4705621,625(10)2

6 to 12 months0.93330.933 02631,4442821,548(5)(46)

1,4444,3141,5464,718(29)(43)

34,4098,111(1,579)1

Foreign exchange derivatives

Sell United States Dollars

Less than 3 months0.69630.69721,5402 ,4592,2123, 527(105)86

3 to 6 months0.72020.68431,6755732,326837(192)35

6 to 12 months-0.7012-1,820-2 , 595-39

3,2154,8524,5386 ,959(297)160

Sell Euros

Less than 3 months0.5808-92-158-(4)-

3 to 6 months0.5662-6,93 0-12,239-(10 6)-

7, 0 2 2-12,397-(110)-

Buy Euros

Less than 3 months0.5840-2,793-4,783-136-

Sell Australian Dollars

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

21,7187,521(271)143

D1. FINANCIAL INSTRUMENTS (cont.)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 currency forward contracts

held as cash flow hedges

Sell United States Dollars

Less than 3 months0. 6919-3,000-4,336-(17 7 )-

3 to 6 months0.6888-3,000-4,356-(15 4)-

6 to 12 months 0.6901-5,165-7, 4 8 5-(264)-

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

Sell Australian Dollars

Less than 3 months0.8994-2,250-2,502-46-

3 to 6 months0.8994-1,750-1,946-36-

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 table details the notional principal amounts and remaining terms of interest rate swap contracts outstanding as at 31 August.

Outstanding receive floating pay fixed contracts


Average Contracted

Fixed Interest Rate

Notional Principal

AmountFair Value

2018

%

2017

%

2018

$’000s

2017

$’000s

2018

$’000s

2017

$’000s

5 years +2.17%-3,3767,521(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.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 56PAGE 57

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

New Zealand Dollar

10% Decrease in

New Zealand Dollar

2018

$’000s

2017

$’000s

2018

$’000s

2017

$’000s

United States Dollar(474)(340)474340

Euro(450)(57)45057

Australian Dollar(4 42)(294)442294

Japanese Yen(1)-1-

Great Britain Pound(14)-14-

Chinese Yuan(182)(13)18213

Czech Koruna60-(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).

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.

D1. FINANCIAL INSTRUMENTS (cont.)D1. FINANCIAL INSTRUMENTS (cont.)

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

$’000s

Less

than

1 Year

$’000s

1-2 Years

$’000s

2-3 Years

$’000s

3-5 Years

$’000s

5+ Years

$’000s

Total

$’000s

2018

Financial Liabilities

Finance lease liabilities3.89%-1979744232363

Term loans5.14%5913,0001,7986242 ,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

30,91310,1451,8956682,136245,759

2017

Financial Liabilities

Finance lease liabilities3.47%-311287-58

Payable to joint ventures--547----547

Trade creditors & accruals-16,590-----16,590

16,5905781287-17,195

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.

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.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 58PAGE 59

PAGE 61
D1. FINANCIAL INSTRUMENTS (cont.)

Level 1

$’000s

Level 2

$’000s

Level 3

$’000s

Total

$’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

FA I R VA LU E

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

SECTION E – GROUP STRUCTURE & SUBSIDIARIES

E1. ACQUISITION OF BUSINESS

BUSINESS ACQUIRED

Location

Date of

Acquisition

Proportion of

Shares / Assets

Acquired

Cost of

Acquisition

$’000sNamePrincipal Activity

AlveyMaterials handling & logistics automationEurope23 April 2018100%19,303

TransboticsAutomated guided vehiclesUSA31 May 2018100%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

AlveyTransbotics

Total Fair

Value on

Acquisition

$’000s

Book Value

$’000s

Fair Value

Adjustment

$’000s

Fair Value on

Acquisition

$’000s

Book

Value

$’000s

Fair Value

Adjustment

$’000s

Fair Value On

Acquisition

$’000s

Assets & Liabilities

Cash & bank balances4,039-4,039---4,039

Trade debtors & other receivables11,992-11,9921,429(105)1,32413,316

Inventories 946-946827-8271,773

Plant & equipment3,475(220)3, 25514 4-14 43,399

Intangible assets4,5482104,758---4,758

Contract work in progress1,609(1 , 391)218(1 , 893)(16 8)(2 , 0 61)(1 , 8 4 3)

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)-214214(1 , 209)

Total assets & liabilities6,005(3,395)2 , 610(1 , 3 0 8)(919)(2,227)383

Goodwill on acquisition16,6937,1 0 023,793

Cost of acquisition19,3034,87324,176


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

$’000s

Transbotics

$’000s

Total

$’000s

Cash14, 5223,4381 7,9 6 0

Deferred settlement on purchase of business4,7811,4356,216

19,3034,87324,176

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.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 60PAGE 61

Country of
Incorporation

Ownership Interest

& Voting Rights


Name of Entity Balance Date

2018

%

2017

%

Parent Entity

Scott Technology Limited (i)31 AugustNew Zealand

New Zealand Trading Subsidiaries

Scott Technology NZ Limited (ii)31 AugustNew Zealand100100

Scott Automation Limited (iii)31 AugustNew Zealand100100

Scott Technology USA Limited (iv)31 AugustNew Zealand100100

QMT General Partner Limited (v)31 AugustNew Zealand9393

QMT New Zealand Limited Partnership (vi)31 AugustNew Zealand9292

Scott Separation Technology (vii)31 AugustNew Zealand100100

Scott Technology Americas Limited (viii)31 AugustNew Zealand100-

Scott Technology Europe Limited (ix)31 AugustNew Zealand100-

New Zealand Non Trading Subsidiaries

Scott LED Limited31 AugustNew Zealand100100

Rocklabs Limited 31 AugustNew Zealand100100

Overseas Subsidiaries

Scott Technology Australia Pty Ltd (x) 31 AugustAustralia100100

Applied Sorting Technologies Pty Ltd (xi)31 AugustAustralia100100

Scott Automation & Robotics Pty Ltd (xii)31 AugustAustralia100100

QMT Machinery Technology (Qingdao) Co Limited (xiii)31 December (*)China7070

Scott Systems International Incorporated (xiv)31 AugustUSA100100

Scott Systems (Qingdao) Co Limited (xv)31 December (*)China9595

Scott Technology GmbH (xvi)31 December (*)Germany100100

Scott Technology Belgium bvba (xvii)31 AugustBelgium100-

Alvey NV (xviii)31 MarchBelgium100-

FLS Group bvba (xix)31 DecemberBelgium100-

FLS Systems NV (xx)31 DecemberBelgium100-

Alvey do Brazil Comercio de Maquinas de Automacao (xxi)31 DecemberBrazil100-

Alvey Manex a.s. (xxii)31 MarchCzech Republic100-

Alvey Samovie sasu (xxiii)31 MarchFrance100-

Alvey Systems & Services Limited (xxiv)31 MarchUnited Kingdom100-

(*) Determined by local regulatory requirements

E2. SUBSIDIARIES

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

$’000s

Transbotics

$’000s

Total

$’000s

Total purchase consideration paid in cash14, 5223,4381 7,9 6 0

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

Net cash outflow on acquisition10,4833,99614,479


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.

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.

E1. ACQUISITION OF BUSINESS (cont.)

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 62PAGE 63

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018

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.


Name of Entity

Country of

Incorporation

Ownership

Interest


Carrying Value

2018

%

2017

%

2018

$’000s

2017

$’000s

Robotic Technologies Limited (i)New Zealand5050552983

Scott Technology Euro Limited (ii)Ireland50508078

NS Innovations Pty Limited (iii)Australia5050--

Scott Technology S.A. (iv)Chile5050750

Rocklabs Automation Canada Limited (v)Canada50502897

Balance at end of financial year9281,118

(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).

(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).

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.

E2. SUBSIDIARIES (cont.)

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 64PAGE 65

(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

$’000s

2017

$’000s

Balance at beginning of financial year1,118923

Share of net surplus510220

Share of dividends(700)-

Sale of interest in joint venture-(25)

Balance at end of financial year9281,118

Joint Ventures

Summarised statement of comprehensive income of joint ventures from continuing operations:

2018

$’000s

2017

$’000s

Income16,94512,136

Expenses(15,925)(11,696)

Net surplus and total comprehensive income1,020440

Group share of net surplus510220

Joint Ventures

Summarised balance sheets of joint ventures:

2018

$’000s

2017

$’000s

Current assets3,8513,937

Non-current assets1,9641,731

Current liabilities(1,601)(2,049)

Non-current liabilities(2,316)(1,349)

Net assets1,8982,270

Group share of net assets9491,135

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.

Joint Ventures:

2018

$’000s

2017

$’000s

Project work undertaken by the Group for RTL6,0928,095

Administration, sales and marketing fees charged by the Group to RTL234173

Sales revenue received by RTL from the Group13,6168,875

Advance from RTL to Scott Technology(585)(371)

Interest charged by RTL to Scott Technology on advance9629

Administration fees charged by the Group to STEL66

Commission received by STEL from the Group211199

Advance from STEL to Scott Technology(88)(176)

Project work undertaken by the Group for SSTL-2

Project work undertaken by the Group for STSA4061,466

Advance from Scott Technology to STSA1,2981,223

Project work undertaken by the Group for RAC2,4591,583

Advance from Scott Technology to RAC1,017686

E4. RELATED PARTY TRANSACTIONS

E3. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (cont.)


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).

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 66PAGE 67

SECTION F – OTHER DISCLOSURES
F1. NOTES TO THE CASH FLOW STATEMENT

Policy

The Statement of Cash Flows 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 Cash Flows:

• 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

$’000s

2017

$’000s

Net surplus for the year 10,77210,265

Adjustments for non-cash items:

Depreciation and amortisation4,2252,987

Net loss/(gain) on sale of property, plant and equipment21(73)

Deferred tax1,541201

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 progress1,031(5,245)

Taxation payable(953)1,779

Trade creditors and accruals13,7328,228

Other financial liabilities – derivatives2,463(619)

Employee entitlements6,0891,195

Provision for warranty557200

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 activities61513,407

F2. CONTINGENT LIABILITIES


2018

$’000s

2017

$’000s

Payment guarantees and performance bonds12,4327,711

Stock Exchange bond7575

Maximum contract penalty clause exposure6,9791,501

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

$’000s

2017

$’000s

Short term benefits - employees2,1562,535

Short term benefits – executive Director607708

Short term benefits – non-executive Directors208193

Long term benefits – employees494604

Long term benefits – executive Director268284

3,7334,324

The composition of the executive team changed during the year following the acquisition of the Alvey and Transbotics businesses.

F1. NOTES TO THE CASHFLOW STATEMENT (cont.)


RECONCILIATION OF MOVEMENT IN DEBT FACILITIES

1 September

2017

$’000s

Acquisitions

$’000s

Net

Drawings

$’000s

Net

Repayment

$’000s

31 August

2018

$’000s

Bank loans-2,4985,079(168)7,409

Finance leases56379-(89)346

562,8775,079(257)7,755

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).

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2018

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 68PAGE 69

ADDITIONAL STOCK EXCHANGE INFORMATION
FOR THE YEAR ENDED 31 AUGUST 2018

AUDITOR'S REPORT

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 26 to 69, 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.

SUBSTANTIAL SHAREHOLDERS

Names of Substantial Security HolderNumber of shares in which a relevant interest

was held as at 17 September 2018

1. JBS Australia Pty Limited38,476,592

2. Oakwood Securities Limited5,500,000

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 TotalNumber% of Total

1 - 1,00072627.12367,5530.49

1,001 - 5,0001,12041.842,847,8583.75

5,001 - 10,00039714.832,880,1353.79

10,001 - 50,00036613.677,080,9019.33

50,001 - 100,000341.272,325,7413.06

100,001 and over341.2760,400,75179.58

Total and percentage2,677100.0075,902,939100.00

Twenty Largest Shareholders as at 17 September 2018Shares% of Total

1. JBS Australia Pty Limited38,476,59250.69

2. Oakwood Securities Limited5,500,0007.25

3. New Zealand Central Securities Depository Limited5,020,9926.62

4. Russell John Field & Anthony James Palmer (JI Urquart Family A/C)2,000,0002.63

5. JB Were (NZ) Nominees Limited 1,645,8882.17

6. Forsyth Barr Custodians Limited (1-33 A/C)1,062,7951.40

7. Leveraged Equities Finance Limited706,5630.93

8. Jarden Custodians Limited479,9820.63

9. Jack William Allan & Helen Lynette Allan450,0000.59

10. FNZ Custodians Limited403,7900.53

11. Rosebery Holdings Limited384,9940.51

12. Forsyth Barr Custodians Limited379,8900.50

13. Kenneth William Wigley373,7090.49

14. Custodial Services Limited (4 A/C)324,3330.43

15. Michael Walter Daniel, Nigel Geoffrey Burton and Michael Murray Benjamin290,0000.38

16. Margaret Ann Ring & Melissa A Henderson270,0000.36

17. Opito Investments Pty Ltd220,0000.29

18. Investment Custodial Services Limited218,6910.29

19. Custodial Services Limited (3 A/C)206,7130.27

20. Harry McMillan Hearsay Salmon200,0000.26

58,614,93277.22

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

EmployeesSalary Range

Number of

EmployeesSalary Range

Number of

Employees

$100,000 - $110,00027$180,001 - $190,0005$270,001 - $280,0001

$110,001 - $120,00020$190,001 - $200,0002$320,001 - $330,0001

$120,001 - $130,00015$200,001 - $210,0005$340,001 - $350,0001

$130,001 - $140,00021$210,001 - $220,0001$350,001 - $360,0001

$140,001 - $150,00013$220,001 - $230,0002$360,001 - $370,0001

$150,001 - $160,0009$230,001 - $240,0005$370,001 - $380,0001

$160,001 - $170,0006$240,001 - $250,0001$490,001 - $500,0001

$170,001 - $180,0009$250,001 - $260,0001

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 70PAGE 71

Key audit matterHow 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.

AUDITOR'S REPORT (cont.)

Key audit matterHow 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.

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.

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.

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.

AUDITOR'S REPORT (cont.)

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 72PAGE 73

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

PAGE 75PAGE 75

ROBOTICS & TECHNOLOGY

EDUCATION

The Scott Group continues to support robotics education

across the globe with the sponsorship of robotics programmes

and competitions for both primary and secondary school

children. Through this the Company is building future

relationships that will help attract a high level of employees.

These robotics programmes are an effective tool in identifying

children with engineering talent and we have seen several

move onto mechatronics degrees based on their experience

with programmes such as Robocup.

As Scotts only sponsorship, we now support robotics

education initiatives in New Zealand, USA and Europe, with

the plan to expand our support to Australia in 2019.

This year Scott participated for the first time in ShadowTech,

a New Zealand initiative that provides girls in years 9 -11 with

an opportunity to experience what working in the technology

sector is like, encouraging them onto education pathways that

lead into tech sector roles.

Three secondary school students were able to spend a day

with some of our female engineers and project managers, with

the objective to increase the number of females who choose

to study in the field of technology.

All Scott facilities encourage tours by school groups, and we

are happy to speak to other groups that might be interested in

learning more about our Company and the field of automation

and robotics.

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

e r r o r.

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 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 REPORT (cont.)

PAGE 75

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 74

DIRECTORY
PARE NT CO M PAN Y

Registered Office

Scott Technology Limited

630 Kaikorai Valley Road

Dunedin 9011

New Zealand

t +64 3 478 8110

Mailing Address

Scott Technology Limited

Private Bag 1960

Dunedin 9054

New Zealand

Website

scottautomation.com

Chairman & Independent Director

Stuart McLauchlan

Independent Directors

John Thorman

Directors Representing JBS Australia

Pty Ltd (not Independent Directors)

Andre Nogueira

Brent Eastwood

Edison Alvares

John Berry (Alternate Director)

Managing Director/CEO

Chris Hopkins

Chief Financial Officer

& Company Secretary

Greg Chiles

REGIONAL CONTACTS

New Zealand

Richard Jenman

t +64 27 784 4488

e r.jenman@scott.co.nz

Australia

Troy Krogh

t +61 4 0162 5447

e tkrogh@scottautomation.com

China

Cathy Smart (Zhang)

t + 86 186 6168 1911

e c.smart@scott.co.nz

Europe

Ken Snowling

t +49 151 7437 5544

e k.snowling@scotttechnology.com

Americas

Tony Joyce

t +1 740 692 5086

e t.joyce@scotttechnology.com

PROFESSIONAL SERVICES

Share Registry

Link Market Services Ltd

PO Box 91976

Auckland 1142

t +64 9 375 5998

f +64 3 375 5990

e enquiries@linkmarketservices.co.nz

Bankers

ANZ Bank New Zealand Ltd

Solicitors

Gallaway Cook Allan

Auditor

Deloitte

PAGE 77

ANNUAL REPORT SCOTT TECHNOLOGY LIMITED 2018

PAGE 76

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.